Agenda packet — City Council and Concurrent Authorities, December 6, 2022 (part 2 of 2)

11. Public Health Advocates, March 10, 2022

12. Alicia Valenzuela, April 18, 2022

13. California Department of Justice, April 18, 2022

14. San Joaquin County Environmental Health Department, April 19, 2022 EXHIBIT 2 - FINDINGS OF FACT 563
5 15. Smith, Mihaly & Weinberger/Sierra Club, April 19, 2022 City Council consideration of the project was postponed to a later date. Subsequently, the City considered the additional comment letters in depth. Since the receipt of these comments, the City, the project applicant and three of the agency commenters discussed the various comments and what project changes and/or additional mitigation measures could or should be adopted and implemented to address the concerns raised in the comments. As a result of this process, and reflecting the various agreements reached with the commenting entities, the City has made its responses to the comments in Chapter 22.0 of this Revised Final EIR.

Recirculation Requirements
The City of Stockton received a total of 15 comment letters on Mariposa Industrial Park EIR. In accordance with CEQA Guidelines Section 15088, this Revised Final EIR responds to all of the comments received. Based on a comprehensive review of the comments and reconsideration of the EIR, the City has determined that the responses to comments and edits to the Draft EIR do not reveal any new significant impacts or “significant new information” that would require recirculation of the EIR pursuant to CEQA Guidelines Section 15088.5.

A lead agency is required to recirculate an EIR when significant new information is added to the EIR after public notice is given of the availability of the draft EIR for public review under Section 15087 but before certification. As used in this section, the term “information” can include changes in the project or environmental setting as well as additional data or other information. New information added to an EIR is not “significant” unless the EIR is changed in a way that deprives the public of a meaningful opportunity to comment upon a substantial adverse environmental effect of the project or a feasible way to mitigate or avoid such an effect (including a feasible project alternative) that the project’s proponents have declined to Implement. The City of Stockton has instead provided meaningful opportunities for the public to comment through the 2021 45-day public review period and then again by making the February 28, 2022 version of the Final EIR available for review prior to the March 10, 2022 Stockton Planning Commission meeting. The City has engaged in detailed discussion with the EIR commenters and the project proponents to define additional feasible mitigation measures for the project’s significant environmental effects that address the commenters’ concerns. The results of these discussions, in the form of additional mitigation measures, are shown in this Revised FEIR.

The Revised FEIR for the Mariposa Industrial Park project does include substantial additional information, but this information is entirely related to an interagency effort to identify additional measures that would further reduce the air quality impacts of the project.

The Revised Final EIR does not identify any new environmental impacts or impacts that are substantially more severe than were identified in the Draft EIR that would result either from the project or from new mitigation measures, or from more stringent measures identified in the Revised Final EIR. No feasible new project alternative or mitigation measure have been identified that are considerably different from others previously analyzed and that would clearly lessen the environmental impacts of the project, nor have EXHIBIT 2 - FINDINGS OF FACT 564
6 the project’s proponents declined to adopt any alternatives or feasible mitigation measures.

It has not been suggested the DEIR was so fundamentally and basically inadequate and conclusory in nature that meaningful public review and comment were precluded.

Record of Proceedings and Custodian of Record:

For purposes of CEQA and the findings set forth herein, the record of proceedings for the City’s findings and determinations consists of the following documents and testimony, at a minimum:

1. The NOP, comments received on the NOP, and all other public notices issued by the City in relation to the Project (e.g., NOA and State Clearinghouse Notice of Completion).

2. The Draft EIR, the initial version of the Final EIR dated February 28, 2022 and the Revised Final EIR, dated November 15, 2022, including comment letters, and technical materials cited in the documents.

3. All non-draft and/or non-confidential reports and memoranda prepared by the City and consultants in relation to the EIR.

4. Minutes and transcripts of the discussions regarding the Project and/or Project components at public hearings held by the City.

5. Staff reports associated with City Council meetings on the Project.

6. Those categories of materials identified in Public Resources Code § 21167.6.

The Stockton City Clerk is the custodian of the administrative record for this project. The documents and materials that constitute the administrative record are available for review at the Stockton Permit Center, 345 N. El Dorado Street, Stockton, CA 95202.

EXHIBIT 2 - FINDINGS OF FACT 565
7 2.0 FINDINGS REQUIRED UNDER CEQA
Public Resources Code § 21002 provides that “public agencies should not approve projects as proposed if there are feasible alternatives or feasible mitigation measures available which would substantially lessen the significant environmental effects of such projects[.]” Further, the procedures required by CEQA “are intended to assist public agencies in systematically identifying both the significant effects of proposed projects and the feasible alternatives or feasible mitigation measures which will avoid or substantially lessen such significant effects.” (Id.) Section 21002 also provides that “in the event specific economic, social, or other conditions make infeasible such project alternatives or such mitigation measures, individual projects may be approved in spite of one or more significant effects thereof.” The mandate and principles established by the Legislature in Public Resources Code § 21002 are implemented, in part, through the requirement in Public Resources Code § 21081 that agencies must adopt findings before approving projects for which an EIR is required. The CEQA Guidelines §15091 provides specific direction regarding findings required under CEQA:
15091. No public agency shall approve or carry out a project for which an EIR has been certified which identifies one or more significant environmental effects of the project unless the public agency makes one or more written findings for each of those significant effects, accompanied by a brief explanation of the rationale for each finding. The possible findings are:
a) Changes or alterations have been required in, or incorporated into, the project which avoid or substantially lessen the significant environmental effect as identified in the final EIR.
b) Such changes or alterations are within the responsibility and jurisdiction of another public agency and not the agency making the finding. Such changes have been adopted by such other agency or can and should be adopted by such other agency.
c) Specific economic, legal, social, technological, or other considerations, including provision of employment opportunities for highly trained workers, make infeasible the mitigation measures or project alternatives identified in the final EIR.

As described in the EIR and shown in the Revised FEIR Summary Table 2-1, the project would involve a range of potential environmental effects; these effects include numerous potential effects that are identified as Less than Significant or that would have no effect on the environment. An additional several environmental effects are identified as potentially significant or significant; the EIR prescribes feasible mitigation measures for these effects that would avoid or reduce most of the identified effects to a less than significant level.

EXHIBIT 2 - FINDINGS OF FACT 566
8 The Revised FEIR, however, describes six potentially significant environmental effects that are, after the inclusion of all feasible mitigation measures, considered unavoidable:

Impact AG-1: Conversion of Farmland
Impact AIR-2: Air Quality Plans and Standards-Operational Emissions Impact AIR-3: Exposure of Sensitive Receptors to Criteria Pollutants Impact GHG-1: Project GHG Construction Emissions and Consistency with Applicable Plans and Policies
Impact NOISE-1: Increase in Noise Levels in Excess of Standards - Traffic Impact TRANS-6: Consistency with CEQA Guidelines Section 150645.3(b).

Provided that the City wishes to approve the project, it must adopt Statement of Overriding Considerations.

The proposed CEQA findings for the Mariposa Industrial Park project are described in the following sections. The proposed Statement of Overriding Considerations is described in Section 4.0. The proposed findings are based upon substantial evidence, comprised primarily of the information, analysis and mitigation measures described in the DEIR and the Revised FEIR, the responses to public comments shown in Chapter 22.0 of the Revised FEIR and any other information incorporated into these documents by reference. Specific references to supporting information are provided in conjunction with the City’s finding for each potentially significant effect of the project.

2.1 GENERAL FINDINGS BY THE CITY OF STOCKTON
CONSIDERATION OF THE ENVIRONMENTAL IMPACT REPORT
In adopting these Findings, this City Council finds that the Revised FEIR was presented to this City Council, the decision-making body of the lead agency, which reviewed and considered the information in the Revised FEIR prior to approving the Project. By these findings, this City Council ratifies, adopts, and incorporates the analysis, explanation, findings, responses to comments, and conclusions of the Revised FEIR. The City Council finds that the Revised FEIR was completed in compliance with CEQA and that the Revised FEIR represents the independent judgment of the City.

MITIGATION MONITORING/REPORTING PROGRAM
A Mitigation Monitoring/Reporting Program (MMRP) has been prepared for the Project in a separate document and has been adopted concurrently with these Findings. The City will use the MMRP to document the Project’s compliance with the mitigation measures described in the certified EIR.

EXHIBIT 2 - FINDINGS OF FACT 567
9 SEVERABILITY
If any term, provision, or portion of these Findings or the application of these Findings to a particular situation is held by a court to be invalid, void, or unenforceable, the remaining provisions of these Findings, or their application to other actions related to the Project, shall continue in full force and effect unless amended or modified by the City.

2.2 FINDINGS AND RECOMMENDATIONS REGARDING
SIGNIFICANT AND UNAVOIDABLE IMPACTS
As noted above, the Revised FEIR describes six potentially significant environmental effects that, as described in the EIR, are considered unavoidable:

The CEQA Guidelines provide in Section 15021 that if significant impacts cannot be feasibly avoided or substantially lessened with mitigation measures, a public agency may nevertheless approve the project if the agency first adopts a statement of overriding considerations setting forth the specific reasons that the project’s benefits outweigh its significant unavoidable adverse environmental effects.

Whether mitigation measures or alternatives are considered feasible is central to CEQA findings related to significant and unavoidable effects. As defined by CEQA, “feasible” means capable of being accomplished in a successful manner within a reasonable period of time, taking into account economic, environmental, social, legal, and technological factors. The concept of “feasibility” also encompasses the question of whether a particular alternative or mitigation measure promotes the underlying goals and objectives of a project.

Moreover, “‘feasibility’ under CEQA encompasses “desirability” to the extent that overall desirability is based on a reasonable balancing of the relevant economic, environmental, social, legal, and technological factors.”
The specific provisions of the CEQA Guidelines §15093 regarding statements of overriding considerations are central to the City’s findings related to significant and unavoidable effects.
a) CEQA requires the decision-making agency to balance, as applicable, the economic, legal, social, technological, or other benefits, including region-wide or statewide environmental benefits, of a proposed project against its unavoidable environmental risks when determining whether to approve the project. If the EXHIBIT 2 - FINDINGS OF FACT 568
10 specific economic, legal, social, technological, or other benefits, including regionwide or statewide environmental benefits, of a proposed project outweigh the unavoidable adverse environmental effects, the adverse environmental effects may be considered “acceptable.”
b) When the lead agency approves a project which will result in the occurrence of significant effects which are identified in the EIR but are not avoided or substantially lessened, the agency shall state in writing the specific reasons to support its action based on the final EIR and/or other information in the record. The statement of overriding considerations shall be supported by substantial evidence in the record.
c)If an agency makes a statement of overriding considerations, the statement should be included in the record of the project approval and should be mentioned in the notice of determination. This statement does not substitute for, and shall be in addition to, findings required pursuant to § 15091.

The findings for the Mariposa Industrial Park project described in this section, and in other findings described in this throughout this document are based upon substantial evidence, comprised primarily of the information, analysis and mitigation measures described in the EIR and any other information incorporated into the EIR by reference. Specific references to supporting information are provided in conjunction with the City’s finding for each potentially significant effect of the project.

In order to address the projects significant and unavoidable effects, findings related to alternatives and a Statement of Overriding Consideration for the project are required. These subjects are addressed in Sections 3.0 and 4.0 of the document.

IMPACT AG-1: Conversion of Farmland
(a) Potential Impact:

Industrial development of the 203-acre project site would convert 106 acres of Farmland of Statewide Importance as designated on the California Department of Conservation Important Farmland Maps and 74 acres of other lands comprised of Stockton clay soils, which are considered prime agricultural land, when irrigated, under the Cortese-KnoxHertzberg Act, to non-agricultural uses. Farmland conversion is considered a significant environmental effect under CEQA. This effect is described in pages 5-5 to 5-6 of the Final EIR.
(b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the adopted MMRP:

Mitigation Measure AG-1: The project shall participate in and comply with the City’s Agricultural Lands Mitigation Program, under which developers of the property shall contribute agricultural mitigation land or shall pay the required Agricultural Land Mitigation Fee to the City.

No other feasible mitigation measures for this impact were identified.

EXHIBIT 2 - FINDINGS OF FACT 569
11 (c) Findings:

Based on the EIR and the entire record before this City Council, the City Council finds that:
(1) Effects of Mitigation and Remaining Impacts. The Project would result in the permanent conversion of 106 acres of Farmland of Statewide Importance under the California Department of Conservation Farmland Mapping Program and 74 acres of Prime Agricultural land under the Cortese-Knox-Hertzberg Act to nonagricultural use. These losses are considered a potentially significant environmental impact.

Mitigation Measure AG-1 requires the project to participate in the City’s Agricultural Lands Mitigation Program (ALMP), which requires that projects provide “agricultural mitigation land” - land encumbered by an agricultural conservation easement - on a 1:1 basis for each acre of important agricultural land converted by the project, or alternatively, projects must pay the City’s established Agricultural Land Mitigation Fee, which is used to acquire agricultural mitigation land or easements, or administer the program.

The City of Stockton is also a signatory to the San Joaquin County Multi-Species Habitat and Open Space Plan (SJMSCP). Under the SJMSCP, Agricultural land conversion will pay the annually adjusted habitat fee per acre. Fees are used to purchase conservation easements over agricultural land that provide habitat values While the proposed Project will contribute fees toward the purchase of conservation easements on agricultural lands through the City’s ALMP and the SJMSCP, the resulting agricultural land conservation easements would not result in the creation of sufficient new farmland to offset the loss that would occur with Project implementation. There are no other known mitigation measures for agricultural land conversion. As such, the conversion of agricultural land is considered a significant and unavoidable impact.

The Stockton General Plan 2040 and the certified General Plan EIR (GPEIR) considered potential conversion of agricultural land in conjunction with planned urban development mapped in the, which included industrial development of the project site and surrounding industrially designated lands. The agricultural land conversion impact was identified in the GPEIR as significant and unavoidable. The GPEIR concluded that no additional mitigation was available that would reduce this impact to a level that would be less than significant. The Stockton City Council adopted a Statement of Overriding Considerations for agricultural land conversion impacts when it adopted the General Plan 2040.
(2) Overriding Considerations. The environmental, economic, social and other benefits of the Project override any remaining significant adverse impact of the Project associated with impacts to farmlands, as more fully stated in the Statement of Overriding Considerations in Section 4.0, below. A corresponding Statement of Overriding Considerations was adopted at the time of adoption of the Stockton General Plan 2040.

EXHIBIT 2 - FINDINGS OF FACT 570
12 IMPACT AIR-2: Air Quality Plans and Standards-Operational Emissions (a) Potential Impact:

Operation of planned industrial development on the project site would result in new emissions of criteria air pollutants. Existing air pollution control program, such as the San Joaquin Valley Air Pollution Control District’s Rule 9510 Indirect Source Rule, would result in substantial reductions in criteria air pollutant emissions to levels below established significance thresholds, except for oxides of nitrogen (NOx). The Revised FEIR defines numerous other air quality mitigation measures, but the overall effectiveness of these measures in reducing project impacts cannot be confidently quantified. NOx emissions are therefore considered a significant environmental effect under CEQA. This effect is described in pages 6-14- to 6-16 of the Revised Final EIR. (b) Mitigation Measures:

The following mitigation measures are hereby adopted and will be implemented as provided by the adopted MMRP:

AIR-8: The project shall comply with the emission reduction requirements of SJVAPCD Rule 9510 for project operations.

AIR-9: Prior to building occupancy, employers with 100 or more eligible employees shall submit an Employer Trip Reduction Implementation Plan (ETRIP) to the City for review and approval, as required by SJVAPCD Rule 9410. A copy of the ETRIP shall be provided to the SJVAPCD. Employers shall facilitate participation in the implementation of the ETRIP by providing information to its employees explaining methods for participation in the Plan and the purpose, requirements, and applicability of Rule 9410
AIR-10: The project shall comply with SJVAPCD Rule 4101, which prohibits emissions of visible air contaminants to the atmosphere and applies to any source operation that emits or may emit air contaminants.

AIR-11: The project shall comply with SJVAPCD Rule 4601, which limits emissions of volatile organic compounds from architectural coatings by specifying storage, clean up and labeling requirements. (The project has agreed to abide by more stringent VOC emissions requirements.

AIR-12: Solar Power: Owners, operators or tenants shall include with the building permit application, sufficient solar panels to provide power for the operation’s base power use at the start of operations and as base power use demand increases. Project sponsor shall include analysis of (a) projected power requirements at the start of operations and as base power demand increases corresponding to the implementation of the “clean fleet” requirements, and (b) generating capacity of the solar installation.

AIR -12 (continued): CDD shall verify the size and scope of the solar project based upon the analysis of the projected power requirements and generating capacity as well as the available solar panel installation space. The photovoltaic system shall EXHIBIT 2 - FINDINGS OF FACT 571
13 include a battery storage system to serve the facility in the event of a power outage to the extent required by the 2022 or later California Building Standards Code.

AIR -12 (continued): In the event sufficient space is not available on the subject lot to accommodate the needed number of solar panels to produce the operation’s base or anticipated power use, the applicant shall demonstrate how all available space has been maximized (e.g., roof, parking areas, etc.). Areas which provide truck movement may be excluded from these calculations unless otherwise deemed acceptable by the supplied reports.

AIR-12 (continued): The developer or tenant, or qualified solar provider engaged by the developer or tenant shall timely order all equipment and shall install the system when the City has approved building permits and the necessary equipment has arrived. The developer or tenant shall commence operation of the system when it has received permission to operate from the utility. The photovoltaic system owner shall be responsible for maintaining the system(s) at not less than 80% of the rated power for 20 years. At the end of the 20-year period, the building owner shall install a new photovoltaic system meeting the capacity and operational requirements of this measure, or continue to maintain the existing system, for the life of the project.

AIR-13: Emission Standards for Heavy-Duty Trucks: The following mitigation measures shall be implemented during all on-going business operations and shall be included as part of contractual lease agreement language to ensure the tenants/lessees are informed of all on-going operational responsibilities.

AIR-13 (continued): The property owner/tenant/lessee shall ensure that all heavy-duty trucks (Class 7 and 8) domiciled on the project site are model year 2014 or later from start of operations and shall expedite a transition to zeroemission vehicles, with the fleet fully zero-emission by December 31, 2025 or when commercially available for the intended application, whichever date is later.

AIR-13 (continued). A zero-emission vehicle shall ordinarily be considered commercially available if the vehicle is capable of serving the intended purpose and is included in California’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project, https://californiahvip.org/ or listed as available in the US on the Global Commercial Vehicle Drive to Zero inventory,
https://globaldrivetozero.org/. The City shall be responsible for the final determination of commercial availability, based on all the facts and circumstances at the time the determination is made, and may (but is not required to) consult with the California Air Resources Board before making such final determination.

In order for the City to make a determination that such vehicles are commercially unavailable, the operator must submit documentation from a minimum of three (3) EV dealers identified on the californiahvip.org website demonstrating the inability to obtain the required EVs or equipment needed within 6 months EXHIBIT 2 - FINDINGS OF FACT 572
14 AIR-13 (continued): "Domiciled at the project site shall mean the vehicle is either (i) parked or kept overnight at the project site more than 70% of the calendar year or (ii) dedicated to the project site (defined as more than 70% of the truck routes (during the calendar year) that start at the project site even if parked or kept elsewhere)
AIR-13 (continued): Zero-emission heavy-duty trucks which require service can be temporarily replaced with model year 2014 or later trucks.

Replacement trucks shall be used for only the minimum time required for servicing fleet trucks.

AIR-14 (continued): "Domiciled at the project site" shall mean the vehicle is either (i) parked or kept overnight at the project site more than 70% of the calendar year or (ii) dedicated to the project site (defined as more than 70% of the truck routes (during the calendar year) that start at the project site even if parked or kept elsewhere).

AIR-14 (continued): Zero-emission vehicles which require service can be temporarily replaced with alternate vehicles. Replacement vehicles shall be used for only the minimum time required for servicing fleet vehicles.

AIR-14 (continued): The property owner/tenant/lessee shall not be responsible to meet "clean fleet" requirements for vehicles used by common carriers operating under their own authority that provide delivery services to or from the project site.

AIR-15: Demonstrate Compliance with Clean Fleet Requirements: The applicant, property owner, tenant, lessee, or other party operating the facility (the "Operator") shall procure the zero emission vehicles/trucks required to meet the "clean fleet" requirements in (a) and (b) above. Within 30-days of occupancy, the Operator shall demonstrate to the satisfaction of CDD staff, that the applicable clean fleet requirements are being met.

AIR-15 (continued): In the event that sufficient vehicles/trucks are not commercially available for the intended application, the "clean fleet requirements" may be adjusted as minimally as possible by the CDD to accommodate unavailability of commercially available vehicles/trucks.

AIR-15 (continued): The City shall quantify the air pollution and GHG emissions resulting from any modification of this condition. Within 12 months of failing to meet a “clean fleet” requirement the property owner/tenant/lessee shall implement a Voluntary Emissions Reduction Agreement (VERA) providing EXHIBIT 2 - FINDINGS OF FACT 573
15 pound for pound mitigation of the criteria pollutant, toxic air contaminants, and GHG emissions quantified by the City through a process that develops, funds, and implements emission reduction projects, with the Air District serving a role of administrator of the emission reduction projects and verifier of the successful mitigation effort. The VERA shall prioritize projects in the South Stockton and surrounding area. Property owner/tenant/lessee shall continue to fund the VERA each year in an amount necessary to achieve pound for pound mitigation of emissions resulting from not meeting the clean fleet requirements until the owner/tenant/lessee fully complies.

AIR-15 (continued): The Operator shall implement the proposed measures after CDD review and approval. Any extension of time granted to implement this condition shall be limited to the shortest period of time necessary to allow for 100% electrification under the clean fleet requirements. The CDD staff may seek the recommendation of the California Air Resources Board in determining whether there has been a manufacturing disruption or insufficient vehicles/trucks commercially available for the intended application.

AIR-16: Condition of Approved Compliance Report: The Operator shall submit a condition of approval compliance report within 30 days of, but not later than, the following dates: December 31, 2023, December 31, 2025, and December 31, 2027. The report shall outline clean fleet requirements applicable at each report interval and include documentation demonstrating compliance with each requirement. The City shall consider each report at a noticed public hearing and determine whether the Operator has complied with the applicable clean fleet requirements. If the Operator has not met each 100% clean fleet requirement by December 31, 2027, then the Operator shall submit subsequent reports every year until the 100% clean fleet requirement is implemented. The City shall consider each subsequent report at a noticed public hearing and determine whether the Operator has complied with the clean fleet requirements, including any minimal adjustments to the requirements by the CDD to accommodate the manufacturing disruption or unavailability of commercially available vehicles/trucks, as described in the previous paragraph. Notice of the above hearings shall be provided to all properties located within 1,000 feet of the project site and through the ASK Stockton list serve.

AIR-16 (continued): After the 100% clean fleet requirement has been implemented and confirmed by the CDD, the Operator shall submit to the CDD an on-going compliance report every three years containing all necessary documentation to verify that the Operator is meeting the clean fleet requirements. At the time it confirms that the 100% clean fleet requirement has been implemented, the CDD will establish the due date for the first on-going compliance report. Each subsequent on-going compliance report shall be due within 30 days of, but not later than, the three-year anniversary of the preceding due date. The on-going compliance reports and accompanying documentation shall be made available to the public upon request.

AIR-17: Zero Emission Forklifts, Yard trucks and Yard Equipment: Owners, operators or tenants shall require all forklifts, yard trucks, and other equipment EXHIBIT 2 - FINDINGS OF FACT 574
16 used for on-site movement of trucks, trailers and warehoused goods, as well as landscaping maintenance equipment used on the site, to be electrically powered or zero-emission. The owner, operator or tenant shall provide on-site electrical charging facilities to adequately service electric vehicles and equipment.

AIR-18: Truck Idling Restrictions: Owners, operators or tenants shall be required to make their best effort to restrict truck idling onsite to a maximum of three minutes, subject to exceptions defined by CARB in the document:
commercial_vehicle_idling_requirements_July 2016. Idling restrictions shall be enforced by highly visible posting at the site entry, posting at other on-site locations frequented by truck drivers, conspicuous inclusion in employee training and guidance material and owner, operator or tenant direct action as required.

AIR-19: Electric Truck Charging: Owners, operators or tenants shall be required to provide electric charging facilities on the project site sufficient to charge all electric trucks domiciled on the site and such facilities shall be made available for all electric trucks that use the project site.

AIR-20: Project Operations, Food Service: Owners, operators or tenants shall establish locations for food or catering truck service and cooperate with food service providers to provide consistent food service to operations employees.

AIR-21: Project Operations, Employee Trip Reduction: Owners, operators or tenants shall provide employees transit route and schedule information on systems serving the project area and coordinate ridesharing amongst employees.

AIR-22: Yard Sweeping: Owners, operators or tenants shall provide periodic yard and parking area sweeping to minimize dust generation.

AIR-23: Diesel Generators: Owners, operators or tenants shall prohibit the use of diesel generators, except in emergency situations, in which case such generators shall have Best Available Control Technology (BACT) that meets CARB’s Tier 4 emission standards.

AIR-24: Truck Emission Control: Owners, operators or tenants shall ensure that trucks or truck fleets domiciled at the project site be model year 2014 or later, and maintained consistent with current CARB emission control regulations AIR-25: SmartWay: Owners, operators or tenants shall enroll and participate the in SmartWay program for eligible businesses
AIR-26: Designated Smoking Areas: Owners, operators or tenants shall ensure that any outdoor areas allowing smoking are at least 25 feet from the nearest property line.

AIR-27: Project construction shall be subject to all adopted City building codes, including the adopted Green Building Standards Code, version July 2022 or later.

Prior to the issuance of building permits, the applicant/developer shall demonstrate (e.g., provide building plans) that the proposed buildings are designed and will be built to, at a minimum, meet the Tier 2 advanced energy EXHIBIT 2 - FINDINGS OF FACT 575
17 efficiency requirements of the Nonresidential Voluntary Measures of the California Green Building Standards code, Divisions A5.1, 5.2 and 5.5, Energy Efficiency as outlined under Section A5.203.1.2.

AIR-28: All tenant lease agreements for the project site shall include a provision requiring the tenant/lessee to comply with all applicable requirements of the MMRP, a copy of which shall be attached to each tenant/lease agreement. (c) Findings:
(1) Effects of Mitigation and Remaining Impacts. The Project would result in emissions of oxides of nitrogen that may exceed SJVAPCD significance thresholds.

These emissions are considered a potentially significant environmental impact.

Lengthy discussions with EIR commenters during preparation of the Revised FEIR regarding the Project’s air quality impacts and potentially feasible mitigation measures resulted in the set of mitigation measures listed above and in Revised FEIR Chapter 6.0. For the purposes of the proposed project, these are considered all of the feasible mitigation measures for the air quality impacts of the project.

These measures are expected to substantially reduce the projects air emissions.

There is, however, uncertainty as to quantification of the effectiveness of the air quality mitigation measures, and more specifically as to whether the mitigation measures would reduce the Project’s NOx emissions impact to a less than significant level. As such, the Project’s NOx emissions are considered a significant and unavoidable impact.

The Stockton General Plan 2040 and the certified General Plan EIR (GPEIR) considered potential air quality impacts associated with planned urban development, which included industrial development of the project site and surrounding industrially designated lands. These air quality impacts, including NOx emissions, were identified in the GPEIR as significant and unavoidable. The GPEIR assigned several mitigations to reduction of air quality impacts, which are included in the above-listed measures but concluded that no other feasible mitigation measures were available that would reduce this impact to a level that would be less than significant. The Stockton City Council adopted a Statement of Overriding Considerations for these impacts when it adopted the General Plan 2040.
(2) Overriding Considerations. The environmental, economic, social and other benefits of the Project override any remaining significant adverse impact of the Project associated with NOx emissions and air quality impacts, as more fully stated in the Statement of Overriding Considerations in Section 4.0, below. A corresponding Statement of Overriding Considerations was adopted at the time of adoption of the Stockton General Plan 2040.

IMPACT AIR-3: Exposure of Sensitive Receptors to Criteria Pollutants (a) Potential Impact:

EXHIBIT 2 - FINDINGS OF FACT 576
18 The project site is within an area identified as the Mariposa Road Disadvantaged Unincorporated Community (DUC). The air quality impacts described for Impact AIR-2 above have the potential for adverse air quality impacts on the DUC. The project would implement the range of additional air quality mitigation measures prescribed for Impact AIR-2 above, and these measures would reduce the potential for adverse air quality impacts. As discussed above, the resulting reduction in health impacts cannot be precisely determined. As such, the potential health impacts are considered significant and unavoidable for CEQA purposes. This effect is described in pages 6-16 to 6-19 of the Revised Final EIR.

Health concerns within the DUC were a concern expressed by the San Joaquin County Community Development Department in its comments on the DEIR and initial version of the FEIR. Discussions between the County and the applicant resulted in incorporation of protective measures in the project Development Agreement; these measures, which include restrictions on truck use near the DUC boundary and building setbacks, are described in Chapter 3.0 of the as follows.

Section 8.3.2 of the DA requires that construction plans shall include a 10-foot by 65-foot landscaped berm along the 623-lineal foot and 493-lineal foot portions of the west line of the site, located north and south of Marfargoa Road, as shown in Development Agreement Exhibit B. Landscaping of the berm shall include fastgrowing evergreen trees to provide maximum visual screening, as determined by a qualified landscape architect. Construction plans shall also include a 10-foot wall along the 881 -lineal foot and 1,316-lineal foot portions of the west line ofthe site, located north and south of Clark Drive, as shown on DA Exhibit B. Construction plans shall also identify a 60-foot “no truck” zone along the entire length of the west line of the site, as shown on Exhibit B. Construction plans shall also identify and prohibit building construction within a setback area located a minimum of 300 feet from the property line of residential properties along Marfargoa Road and Clark Drive, as shown on Exhibit B. Notwithstanding the foregoing, the stairwells of ancillary/accessory buildings may encroach into the 300-foot setback area. (b) Mitigation Measures:

The following mitigation measures are hereby adopted and will be implemented as provided by the adopted MMRP:

AIR-1: The project applicant, to reduce carbon monoxide concentrations to an acceptable level, shall contribute fair-share costs to an improvement on the Mariposa Road and Carpenter Road intersection that would widen the northeastbound Carpenter Road approach to include an exclusive northeast-bound-to northwest-bound left-turn lane, and a combined through/right-turn lane.

Implement all mitigation measures for Impact AIR-2 as listed above (c) Findings:
(1) Effects of Mitigation and Remaining Impacts. As noted under Impact AIR-2, the Project would result in air emissions of oxides of nitrogen that may result in EXHIBIT 2 - FINDINGS OF FACT 577
19 health effects on the adjacent DUC. This is considered a potentially significant environmental impact.

As noted, lengthy discussions with EIR commenters resulted in a set of feasible mitigation measures listed above for Impact AIR-2 and in Revised FEIR Chapter

6.0. There is, however, uncertainty as to whether the mitigation measures would reduce the Project’s health effects on the DUC to a less than significant level. (2) Overriding Considerations. The environmental, economic, social and other benefits of the Project override any remaining significant adverse impact of the Project associated with air quality impacts on the DUC, as more fully stated in the Statement of Overriding Considerations in Section 4.0, below. A corresponding Statement of Overriding Considerations was adopted at the time of adoption of the Stockton General Plan 2040.

IMPACT GHG-1: Project GHG Construction Emissions and Consistency with Applicable Plans and Policies
(a) Potential Impact:

The project would involve substantial GHG emissions that are inconsistent with State and local GHG reduction plans, as documented in Chapter 10.0 of the Revised FEIR. This is considered a significant environmental effect.
(b) Mitigation Measures:

The following mitigation measures are hereby adopted and will be implemented as provided by the adopted MMRP:

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.

GHG-2: The project applicant shall comply, as applicable, with the provisions of the California Air Resources Board’s Regulation for In-Use Off-Road Diesel Fueled Fleets, which applies to all self-propelled off-road diesel vehicles 25 horsepower or greater used in California and most two-engine vehicles (except onroad two-engine sweepers). These provisions include imposing limits on idling and requiring a written idling policy. It also requires fleets to reduce their emissions by retiring, replacing, or repowering older engines, or by installing Verified Diesel Emission Control Strategies (i.e., exhaust retrofits).

Implement all mitigation measures for Impact AIR-1 Construcion Emissions, which are summarized below for brevity. The complete text of these measures is shown in Chapter

6.0 Air Quality.

AIR-1: SJVAPCD Rule 9510 for project construction.

EXHIBIT 2 - FINDINGS OF FACT 578
20 AIR-2: SJVAPCD Regulation VIII, dust emissions, during project construction.

AIR-3: Architectural Coatings, VOC content of <10 g/L.

AIR-4: SJVAPCD Regulation VIII Compliance. Repeats AIR-2 AIR 5: Construction Worker Trip Reduction
AIR 6: Construction Meal Destinations
AIR-7: Cleanest Available Off-Road Construction Equipment (c) Findings:
(1) Effects of Mitigation and Remaining Impacts. As noted under Impact GHG-1, the Project would result in potentially significant emissions of GHGs. This is considered a potentially significant environmental impact.

As discussed for Impact AIR-2, lengthy discussions with EIR commenters resulted in a set of feasible air quality and GHG mitigation measures for project construction and operation as listed above for Impacts AIR-1 and AIR-2 and in Revised FEIR Chapters 6.0 and 10.0. There is, however, uncertainty as to whether the mitigation measures would reduce the Project’s GHG emissions to a less than significant level. (2) Overriding Considerations. The environmental, economic, social and other benefits of the Project override any remaining significant adverse impact of the Project associated with air quality impacts on the DUC, as more fully stated in the Statement of Overriding Considerations in Section 4.0, below. A corresponding Statement of Overriding Considerations was adopted at the time of adoption of the Stockton General Plan 2040.

IMPACT NOISE-1: Increase in Noise Levels in Excess of Standards -Traffic (a) Potential Impact:

The project will result in changes in traffic noise levels varying from 0 dB to an increase of 4 dB Ldn along Mariposa Road, which exceeds the 3-dB impact significance threshold set in the City of Stockton Noise Element. Because of this, project impacts on traffic noise levels are considered potentially significant, as discussed on pages 14-9 and 14-10 of the Revised Final EIR.

EXHIBIT 2 - FINDINGS OF FACT 579
21 (b) Mitigation Measures:

The following mitigation measures are hereby adopted and will be implemented as provided by the adopted MMRP:

NOISE-1: The applicant, the City of Stockton and other project developers impacting Mariposa Road traffic shall consider the use of noise-reducing pavement and utilize it where feasible in planned widening projects for Mariposa Road. (c) Findings:
(1) Effects of Mitigation and Remaining Impacts. The Project would result in potentially significant traffic noise in outdoor areas of residences along affected sections of Mariposa Road. This is considered a potentially significant environmental impact.

The DEIR found that no feasible mitigation measures were available to reduce noise effects in outdoor areas. The Revised FEIR includes an additional measure NOISE-1, shown above, that will identify options for reducing interior noise effects and a funding mechanism for making improvements at the option of the residence owners. These options have the potential to improve interior noise conditions resulting from the project. However, there are no other known feasible mitigation measures that would reduce the project’s effects on exterior noise levels to a less than significant level with mitigation.
(2) Overriding Considerations. The environmental, economic, social and other benefits of the Project override any remaining significant adverse impact of the Project associated with air quality impacts on the DUC, as more fully stated in the Statement of Overriding Considerations in Section 4.0, below. A corresponding Statement of Overriding Considerations was adopted at the time of adoption of the Stockton General Plan 2040.

IMPACT TRANS-6: Consistency with CEQA Guidelines Section 15064.3 (a) Potential Impact:

The Project would generate substantial increases in vehicles miles traveled (VMT). Despite mitigation measures described in the Revised FEIR, the Revised FEIR estimates that reductions in project GHG emissions would amount to 13.5% from “unmitigated” conditions, which falls short of the applicable significance threshold of a 15% reduction in VMT. As a result, the Revised FEIR considers this impact to be significant and unavoidable, as discussed on pages 16-24 to 16-26 of the Revised Final EIR. (b) Mitigation Measures:

The following mitigation measures are hereby adopted and will be implemented as provided by the adopted MMRP:

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 EXHIBIT 2 - FINDINGS OF FACT 580
22 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. Employersponsored 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.

Implement mitigation measures for impact AIR-2 as discussed in the Findings Section.
(c) Findings:
(1) Effects of Mitigation and Remaining Impacts. As noted under Impact TRANS6, the Project would result in a substantial increase in VMT. This is considered a potentially significant environmental impact.

As noted, discussions between the applicant, City and EIR commenters with air quality concerns resulted in a set of additional feasible mitigation measures listed above for Impact AIR-2; some of these would have the potential to result in VMT reductions, including the following.

Construction Worker Trip Reduction.

Construction Meal Destinations.

Employer Trip Reduction Implementation Plan (ETRIP).

Project Operations, Worker Food Service.

Project Operations, Employee Trip Reduction.

The effectiveness of these measures, specifically their quantification with respect to the project, is uncertain. As a result, the project’s effects on VMT are considered potentially significant.
(2) Overriding Considerations. The environmental, economic, social and other benefits of the Project override any remaining significant adverse impact of the Project associated with air quality impacts on the DUC, as more fully stated in the Statement of Overriding Considerations in Section 4.0, below. A corresponding EXHIBIT 2 - FINDINGS OF FACT 581
23 Statement of Overriding Considerations was adopted at the time of adoption of the Stockton General Plan 2040.

2.3 FINDINGS AND RECOMMENDATIONS REGARDING
SIGNIFICANT IMPACTS WHICH ARE MITIGATED TO A
LESS THAN SIGNIFICANT LEVEL
The environmental effects that were found by the Revised FEIR to be significant and/or potentially significant prior to the application of mitigation measures include the effects listed below. As required by CEQA, the City must make specific findings with respect to each of these significant effects; the City’s findings are discussed in more detail below.

All of the following environmental effects would be reduced to a less than significant level with incorporation of the mitigation measures prescribed in the Revised FEIR into the project.

Impact BIO-1: Special-Status Species and Habitats
Impact BIO-3: Waters of the U.S. and Wetlands
Impact BIO-4: Fish and Wildlife Migration
Impact BIO-5: Local Biological Requirements
Impact BIO-6: Habitat Conservation Plans
Impact CULT-2: Archaeological and Tribal Cultural Resources Impact CULT-3: Human Burials
Impact GEO-5: Paleontological Resources and Unique Geological Features Impact NOISE-2: Increase in Noise Levels in excess of Standards-Other Project Noise
Impact NOISE-3: Increase in Noise Levels in Excess of Standards-Construction IMPACT BIO-1: Special-Status Species and Habitats.
(a) Potential Impact:

Project development would involve the potential for impacts on foraging habitat for Swainson’s hawk and burrowing owl and some potential for nesting impacts. Seasonal wetlands may support vernal pool fairy shrimp. The potential for the project to result in impacts on special-status species is discussed on pages 7-10 and 7-11 and on pages 7-16 and 7-17 of the Revised FEIR.
(b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

EXHIBIT 2 - FINDINGS OF FACT 582
24 BIO-1: The developer shall apply to the San Joaquin Council of Governments (SJCOG) for coverage under the San Joaquin County Multi-Species Open Space and Habitat Conservation Plan (SJMSCP). The project site shall be inspected by the SJMSCP biologist, who will recommend which Incidental Take Minimization Measures (ITMMs) set forth in the SJMSCP should be implemented. The project applicant shall pay the required SJMSCP fee, if any, and be responsible for the implementation of the specified ITMMs.
(c) Findings:

Project mitigation would require the project to participate in the SJMSCP. The SJMSCP is a comprehensive program, adopted by the City of Stockton and other jurisdictions in San Joaquin County, that assesses and mitigates the biological impacts of converting open space or biologically sensitive lands to urban development. In addition to fee payments, the SJMSCP the applicants to abide by Incidental Take Minimization Measures (ITMMs), which are protection measures that avoid direct impacts of development on special-status species. ITMMs have been developed for all special-status species that may be affected by the project. The participating local agencies, including the City of Stockton, consider a project that complies with the SJMSCP to result in biological resource impacts that are less than significant, especially with implementation of the ITMMs.

In accordance with Public Resources Code § 21081, Mitigation Measure BIO-1 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the Revised FEIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects on special-status species will be mitigated to a less-than-significant level.

IMPACT BIO-3: State and Federally Protected Wetlands
(a) Potential Impact: The project may directly affect potential Waters of the U.S or State wetlands, including North Littlejohns Creek, a ditch, and five seasonal wetlands. The potential for the project to result in impacts on State and federally protected wetlands is discussed on pages 7-17 through 7-19 of the Revised FEIR. (b) Mitigation Measures:

The following mitigation measures are hereby adopted and will be implemented as provided by the MMRP:

BIO-2: Prior to the start of construction work in the area where seasonal wetlands have been identified, the project developer shall conduct a wetland delineation identifying jurisdictional Waters of the U.S. and wetlands. The delineation shall be verified by the U.S. Army Corps of Engineers (Corps). The delineation shall be EXHIBIT 2 - FINDINGS OF FACT 583
25 used to determine if any project work will encroach upon any jurisdictional water, thereby necessitating an appropriate permit. For any development work that may affect a delineated jurisdictional Water, the project developer shall obtain any necessary permits from the U.S. Army Corps of Engineers prior to the start of development work within these locations. Depending on the Corps permit issued, the project applicant shall also apply for a Section 401 Water Quality Certification from the Central Valley Regional Water Quality Control Board. If the seasonal wetlands are avoided or if phased development occurs in areas where no wetlands have been identified, then this mitigation measure does not apply.

BIO-3: Prior to the start of construction work in North Littlejohns Creek, the project developer shall obtain any necessary permits from the California Department of Fish and Wildlife and the Central Valley Flood Protection Board. The project developer shall comply with all conditions attached to any required permit.

BIO-4: Prior to the start of construction work in the area where seasonal wetlands have been identified, the project developer shall obtain any necessary Waste Discharge Requirements from the Central Valley Regional Water Quality Control Board. Pursuant to the San Joaquin County Multi-Species Habitat Conservation and Open Space Plan, the filling of seasonal wetlands containing vernal pool invertebrates shall be delayed until the wetlands are dry and SJCOG biologists can collect the surface soils from the wetlands, to store them for future use on off-site seasonal wetland creation on SJCOG preserve lands. If the seasonal wetlands are avoided, then this mitigation measure does not apply.
(c) Findings:

Based upon the Revised EIR and the entire record before this City Council, this City Council finds that:

The federal Clean Water Act is the primary federal law regulating water quality.

The objective of the Clean Water Act is to restore and maintain the chemical, physical, and biological integrity of the Waters of the U.S., including wetlands.

North Littlejohns Creek, a ditch, and five seasonal wetlands have been identified as potential Waters of the U.S.

Activities that may affect Waters of the U.S. are subject to the Clean Water Act Section 404 permitting process, the primary responsibility for which is by the U.S.

Army Corps of Engineers. Additionally, the work in North Littlejohns Creek would be required to obtain a Streambed Alteration Agreement from the California Department of Fish and Wildlife, a Section 401 Water Quality Certification from the Regional Water Quality Control Board, and a permit from the Central Valley Flood Protection Board. The mitigation measures described above would require the project to obtain all necessary permits prior to starting any work that may affect North Littlejohns Creek, the ditch, and the seasonal wetlands. These permits contain conditions designed to minimize biological resource impacts on affected waters by project construction and operation.

In accordance with Public Resources Code § 21081, Mitigation Measures BIO-2, BIO-3, and BIO-4 are appropriate changes or alterations that have been required in, EXHIBIT 2 - FINDINGS OF FACT 584
26 or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the Revised FEIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects on State and federally protected wetlands will be mitigated to a less-than-significant level.

IMPACT BIO-4: Migratory Fish and Wildlife Habitats.
(a) Potential Impact:

Nesting raptors and other protected bird species, including migratory species, may be disturbed by project construction. The potential for the project to result in impacts on migratory fish and wildlife habitats is discussed on page 7-19 of the Draft EIR. (b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

BIO-1: The developer shall apply to the San Joaquin Council of Governments (SJCOG) for coverage under the San Joaquin County Multi-Species Open Space and Habitat Conservation Plan (SJMSCP). The project site shall be inspected by the SJMSCP biologist, who will recommend which Incidental Take Minimization Measures (ITMMs) set forth in the SJMSCP should be implemented. The project applicant shall pay the required SJMSCP fee, if any, and be responsible for the implementation of the specified ITMMs.
(c) Findings:

Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that:

A biological assessment conducted for the project noted that there are several trees in the project vicinity that are suitable for nesting raptors and other bird species protected by the Migratory Bird Treaty Act. As noted, the SJMSCP dentifies and requires the applicants to abide by Incidental Take Minimization Measures (ITMMs), which are protection measures that avoid direct impacts of development on special-status species, including migratory bird species.The participating local agencies, including the City of Stockton, consider a project that complies with the SJMSCP to result in biological resource impacts that are less than significant, especially with implementation of the ITMMs.

In accordance with Public Resources Code § 21081, Mitigation Measure BIO-1 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the Revised FEIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects on migratory fish and wildlife habitats will be mitigated to a less-than-significant level.

EXHIBIT 2 - FINDINGS OF FACT 585
27 IMPACT BIO 5: Local Biological Requirements
(a) Potential Impact:

Valley oaks, a species protected by City’s Heritage Tree Ordinance, may be impacted by the project. The potential for the project to result in impacts on Valley oak is discussed on pages 7-19 and 7-20 of the Draft EIR.
(b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

BIO-5: If removal of any oak tree on the project site is required, a certified arborist shall survey the oak trees proposed for removal to determine if they are Heritage Trees as defined in Stockton Municipal Code Chapter 16.130. The arborist report with its findings shall be submitted to the City’s Community Development Department. If Heritage Trees are determined to exist on the property, removal of any such tree shall require a permit to be issued by the City in accordance with Stockton Municipal Code Chapter 16.130. The permittee shall comply with all permit conditions, including tree replacement at specified ratios. (c) Findings:

Based upon the Revised EIR and the entire record before this City Council, this City Council finds that:

Stockton Municipal Code Chapter 16.130 addresses Heritage Trees, which are any valley oak, coast live oak, and interior live oak tree which has a trunk diameter of 16 inches or more, measured at 24 inches above actual grade. For trees with multiple trunks, the combined total trunk diameter shall be used for all trunks measuring 6 inches or greater measured at 24 inches above actual grade. Removal of any Heritage Tree requires a City permit, regardless of location on a property or condition of the tree, except where the condition of a Heritage Tree poses an imminent threat to public health, safety, or welfare. Heritage Trees that are removed or effectively removed must be replaced on a three-for-one basis at the discretion of the City’s Community Development Director. The size of the replacement trees shall be determined by the Director based on the size of the tree that was removed, but replacements are required to be at least 15-gallon container stock and planted on the same parcel as the tree that was removed, if possible.

Valley oak was identified along North Littlejohns Creek by the biological assessment for the project, but the assessment did not identify which of these oak trees were Heritage Trees covered by the Stockton Municipal Code. Oak trees may need to be removed for project development, particularly in the ditch area.

Mitigation Measure BIO-5 would require a survey of any oak trees proposed for removal to determine if the tree would be subject to the Heritage Tree provisions of the Municipal Code and would require the project to obtain the necessary permit for Heritage Oak Tree removal. Should a permit be required, a condition of the permit would be to replace any Heritage Trees that are removed. Implementation EXHIBIT 2 - FINDINGS OF FACT 586
28 of the mitigation measure would minimize the impacts of the removal of any Heritage Trees.

In accordance with Public Resources Code § 21081, Mitigation Measure BIO-5 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the EIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects related to local biological requirements will be mitigated to a lessthan-significant level.

IMPACT BIO 6: Habitat and Conservation Plans
(a) Potential Impact:

Project may conflict with the conservation objectives of the San Joaquin County MultiSpecies Open Space and Habitat Conservation Plan (SJMSCP). The potential for the project to result in the conversion of Farmland to nonagricultural uses is discussed on page 7-20 of the Draft EIR.
(b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

Based upon the Revised EIR and the entire record before this City Council, this City Council finds that:

Project impacts on biological resources may conflict with the conservation goals of the SJMSCP, which applies to San Joaquin County and incorporated cities within the County, including the City of Stockton. The project would be required to participate in the SJMSCP under Mitigation Measure BIO-1. With participation in the SJMSCP, the project would be required to observe all applicable provisions, thereby ensuring consistency of project development with the SJMSCP conservation goals.

In accordance with Public Resources Code §21081, Mitigation Measure BIO-1 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the EIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or EXHIBIT 2 - FINDINGS OF FACT 587
29 indirect effects related to habitat conservation plans will be mitigated to a less-thansignificant level.

IMPACT CULT-2: Archaeological and Tribal Cultural Resources. (a) Potential Impact:

A Sacred Land to a Native American tribe has been recorded nearby, and it is possible that unknown cultural resources may be encountered during project construction. The potential for the project to result in impacts on archaeological and tribal cultural resources is discussed on pages 8-6 and 8-7 of the Draft EIR.
(b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

The archaeologist, in consultation with the tribal representative if contacted, shall recommend mitigation measures needed to reduce potential cultural resource effects to a level that is less than significant in a written report to the City, with a copy to the tribal representative. The City shall be responsible for implementing the report recommendations. Avoidance is the preferred means of disposition of tribal cultural resources. The contractor shall be responsible for retaining qualified professionals, implementing recommended mitigation measures, and documenting mitigation efforts in written reports to the City.
(c) Findings:

Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that:

A cultural resource study conducted for the project did not identify any prehistoric resources on the project site, either in extant records or during a field survey. The study concluded that the site is of “low” archaeological sensitivity and that it is unlikely that presently undocumented buried archaeological remains would be encountered within the project site. However, a search by the Native American Heritage Commission of its Sacred Lands File indicated the potential presence of a Sacred Land on or near the project site. Also, even though the project site has been extensively disturbed by past agricultural activities, it is conceivable that archaeological resources could be encountered during project construction EXHIBIT 2 - FINDINGS OF FACT 588
30 activities. Disturbance or damage to such resources would be a potentially significant impact.

Mitigation Measure CULT-1 sets forth procedures to be observed by the project should any archaeological resources be encountered during project construction.

An important part of this mitigation is for project work to stop within 50 feet of the find and to not resume until an archaeologist can examine the find and make recommendations on its disposition. If the find contains resources of importance to a Native American tribe, then a Native American representative shall be contacted and consulted on the disposition of the find. The mitigation would address the concerns of the Northern Valley Yokuts, as it is based upon measures that have been approved by the tribal representative for other projects.

In accordance with Public Resources Code § 21081, Mitigation Measure CULT-1 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the EIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects on archaeological and tribal cultural resources will be mitigated to a less-than-significant level.

IMPACT CULT-3: Human Burials.
(a) Potential Impact:

It is possible that unknown human burials, including Native American burials, may be encountered during project construction. The potential for the project to impact Native American burials is discussed on pages 8-7 and 8-8 of the Draft EIR. (b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

CULT-2: If project construction encounters evidence of human burial or scattered human remains, the contractor shall immediately notify the County Coroner and the City, which shall in turn notify the appropriate tribal representative. The City shall notify other federal and State agencies as required. The City will be responsible for compliance with the requirements of California Health and Safety Code Section 7050.5 and with any direction provided by the County Coroner.

If the human remains are determined to be Native American, the County Coroner shall notify the Native American Heritage Commission, which will notify and appoint a Most Likely Descendant. The Most Likely Descendant will work with the archaeologist to decide the proper treatment of the human remains and any associated funerary objects in accordance with California Public Resources Code Sections 5097.98 and 5097.991. Avoidance is the preferred means of disposition of the burial resources.

EXHIBIT 2 - FINDINGS OF FACT 589
31 (c) Findings:

Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that:

The cultural resource study did not indicate the presence of any human burials on the project site. Discoveries of remains are considered unlikely, given the negative results of the research, survey, and Native American community outreach.

However, it is conceivable that human remains, including Native American burials, could be encountered during project construction activities. Also, a representative of the Northern Valley Yokuts indicated that Native American burials have occurred in the project vicinity.

Mitigation Measure CULT-2 sets forth procedures to be observed by the project should any human burials be encountered during project construction. If the burial is determined to be Native American in origin, then the Native American Heritage Commission would be contacted. The Commission, in turn, would identify a Most Likely Descendant to be consulted on the disposition of the burial. This would ensure that the Native American burial would be treated with appropriate dignity.

In accordance with Public Resources Code § 21081, Mitigation Measure CULT-2 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the EIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects on human burials will be mitigated to a less-than-significant level.

IMPACT GEO-5: Paleontological Resources and Unique Geological Features (a) Potential Impact:

Project construction could unearth previously unknown paleontological materials of significance. The potential for project impact paleontological resources is discussed on pages 9-9 and 9-10 of the Draft EIR.
(b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

GEO-2: If any subsurface paleontological resources are encountered during construction, all construction activities within a 50-foot radius of the encounter shall be immediately halted until a qualified paleontologist can examine these materials, initially evaluate their significance and, if potentially significant, recommend measures on the disposition of the resource. The City shall be immediately notified in the event of a discovery. The contractor shall be responsible for retaining qualified professionals, implementing recommended mitigation measures, and documenting mitigation efforts in written reports to the City.

EXHIBIT 2 - FINDINGS OF FACT 590
32 (c) Findings:

Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that:

San Joaquin County has more than 800 documented fossil localities. However, only a handful of specimens have been recorded within the Stockton General Plan Planning Area, and these specimens were identified as relatively recent. No paleontological resources within the project site have been recorded. Nevertheless, it is conceivable that excavation associated with project development could unearth paleontological materials. The Modesto Formation, which underlies the project site, has been identified as a potential source of paleontological resources.

Mitigation Measure GEO-2 sets forth procedures to be observed by the project should any archaeological resources be encountered during project construction.

An important part of this mitigation is for project work to stop within 50 feet of the find and to not resume until a paleontologist can examine the find and make recommendations on its disposition.

In accordance with Public Resources Code § 21081, Mitigation Measure GEO-2 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the EIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects on paleontological resources will be mitigated to a less than significant level.

IMPACT NOISE-2: Increase in Noise Levels in Excess of Standards - Other Project Noise.
(a) Potential Impact:

Noise from trailer parking and truck loading/unloading could affect nearby sensitive land uses, mainly residences. The potential for project construction to result in the generation of other project noise in excess of standards is discussed on pages 14-10 and 14-11 of the Draft EIR.
(b) Mitigation Measures:

The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

NOISE-1: Sound walls 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) shows the locations of the recommended sound walls based on the proposed conceptual plan. 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.

EXHIBIT 2 - FINDINGS OF FACT 591
33 (c) Findings:

Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that:

Operation of proposed warehousing uses would generate new noise. Noise generated by loading dock activities includes truck arrivals and departures from the unloading area, trucks backing into the docks (including backup beepers), air brakes, and other related unloading noise. A noise study conducted for the project assessed loading dock activity noise impacts at the nearest potentially affected noise-sensitive land uses, which are residences. The resulting noise levels would be 54 decibels (dB) Leq and 74 dB Lmax. The noise levels would comply with the City’s daytime noise level standards of 55 dB Leq and 75 dB Lmax; however, they would not comply with the nighttime noise level standards of 45 dB Leq and 65 dB Lmax.

The noise study recommends sound walls 10 feet in height be placed at specific locations along the project site boundary where residences are close to potential activity areas. The sound walls are expected to provide a 10-dB reduction in noise levels, which would reduce nighttime noise to levels below the maximum allowed by City noise standards.

In accordance with Public Resources Code § 21081, Mitigation Measure NOISE-1 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the EIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects related to noise from other project sources will be mitigated to a less-than-significant level.

IMPACT NOISE 3: Increase in Noise Levels in Excess of Standards – Construction
(a) Potential Impact:

Construction activities may potentially increase ambient noise above City standards at nearby residences. The potential for project construction to result in the generation of noise in excess of standards is discussed on pages 14-11 and 14-12 of the Draft EIR. (b) Mitigation Measures: The following mitigation measure is hereby adopted and will be implemented as provided by the MMRP:

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.

EXHIBIT 2 - FINDINGS OF FACT 592
34 EXHIBIT 2 - FINDINGS OF FACT 593
35 (c) Findings:

Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that:

Noise from project construction activities would temporarily add to the noise environment in the project vicinity during the construction period. Activities involved in construction would generate maximum noise levels ranging from 76 to 90 dB at a distance of 50 feet. Noise would also be generated during the construction phase by increased truck traffic on area roadways, associated with transport of heavy materials and equipment to and from construction sites.

Construction activities would be temporary in nature and are anticipated to occur during normal daytime working hours; noise during daytime is allowed by the Stockton Municipal Code. The truck traffic noise increase would be of short duration and would likely occur primarily during daytime hours. Nevertheless, given the proximity of residences, construction noise impacts are considered potentially significant.

Mitigation Measure NOISE-2 requires project construction activities to 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. This avoids construction activities during hours and days that nearby residences may be especially sensitive to noise. In addition, all construction equipment shall be in good working order and shall be fitted with factory-equipped mufflers, which would reduce noise from equipment operations.

In accordance with Public Resources Code § 21081, Mitigation Measure NOISE-2 is an appropriate change or alteration that has been required in, or incorporated into, the project which avoids or substantially lessens the significant environmental effect as identified in the EIR. Based upon the Revised FEIR and the entire record before this City Council, this City Council finds that the potential to have direct or indirect effects related to noise from construction activities will be mitigated to a less-than-significant level.

EXHIBIT 2 - FINDINGS OF FACT 594
36 2.4 FINDINGS AND RECOMMENDATIONS REGARDING
IMPACTS THAT ARE LESS THAN SIGNIFICANT OR LESS
THAN CUMULATIVELY CONSIDERABLE
Among the potentially significant environmental effects analyzed and described in the EIR, including potential cumulative impacts, numerous potential impacts were found to be less than significant or to have no substantial effect on the environment. Specific impacts within the following categories of environmental effects were found to be less than significant as described in more detail in the Revised Final EIR (FEIR).

Chapter 4.0 Aesthetics and Visual Resources: The following specific aesthetic and visual resource impacts were found to be less than significant:

Impact AES-1: Scenic Vistas, FEIR pages 4-6,7
Impact AES-2: Scenic Resources, FEIR page 4-7
Impact AES-3: Visual Character and Quality, FEIR pages 4-8,9 Impact AES-4: Light and Glare, FEIR pages 4-9,10,11
Chapter 5.0 Agricultural Resources: The following specific agricultural resource impacts were found to be less than significant:

Impact AG-2: Agricultural Zoning and Williamson Act, FEIR pages 5-6, 7 Impact AG-3: Indirect Conversion of Agricultural Lands, FEIR pages 5-7, 8
Chapter 6.0 Air Quality: The following specific air quality impacts were found to be less than significant:

Impact AIR-1: Air Quality Plans and Standards–Construction Emissions, FEIR pages 6-14,15,16
Impact AIR-4: Exposure of Sensitive Receptors to Toxic Air Contaminants, FEIR pages 6-28, 29
Impact AIR-5: Odors and Other Emissions, FEIR pages 6-29,30 Chapter 7.0 Biological Resources: The following specific biological resource impacts were found to be less than significant:

Impact BIO-2: Riparian and Other Sensitive Habitats, FEIR page 7-17 Chapter 8.0 Cultural Resources: The following specific cultural resource impacts were found to be less than significant:

Impact CULT-1: Historical Resources, FEIR page 8-6
EXHIBIT 2 - FINDINGS OF FACT 595
37 Chapter 9.0 Geology and Soils: The following specific geology and soil impacts were found to be less than significant:

Impact GEO-1: Faulting and Seismicity, FEIR pages 9-8,9 Impact GEO-2: Other Geologic Hazards, FEIR page 9-9
Impact GEO-3: Soil Erosion, FEIR pages 9-9,10
Impact GEO-4: Expansive Soils, FEIR pages 9-10,11
Impact GEO-6: Access to Mineral Resources, FEIR page 9-11 Chapter 10.0 Greenhouse Gas Emissions: The following specific greenhouse gas emission impacts were found to be less than significant:

Impact GHG-2: Project GHG Operational Emissions and Consistency with Applicable Plans and Policies, FEIR pages 10-12,13,14,15 Chapter 11.0 Hazards and Hazardous Materials: The following specific hazard and hazardous material impacts were found to be less than significant:

Impact HAZ-1: Hazardous Material Transportation and Storage, FEIR pages 1-8,9
Impact HAZ-2: Hazardous Material Releases, FEIR pages 11-9,10 Impact HAZ-3: Hazardous Material Sites, FEIR pages 11-10, 11 Impact HAZ-4: Airport Hazards, FEIR page 11-11
Impact HAZ-5: Interference with Emergency Vehicle Access and Evacuations, FEIR page 11-12
Impact HAZ-6: Wildfire Hazards, FEIR page 11-12
Chapter 12.0 Hydrology and Water Quality: The following specific hydrology and water quality impacts were found to be less than significant:

Impact HYDRO-1: Surface Water Resources and Quality, FEIR pages 12- 9,10
Impact HYDRO-2: Groundwater Resources and Quality, FEIR pages 12- 10,11
Impact HYDRO-3: Drainage Patterns and Runoff, FEIR pages 12-11, 12 Impact HYDRO-4: Release of Pollutants in Flood, Tsunami, and Seiche Zones, FEIR 12-12
Impact HYDRO-5: Consistency with Water Quality and Groundwater Management Plans, FEIR pages 12-12,13
Chapter 13.0 Land Use, Population and Housing: The following specific land use, population and housing impacts were found to be less than significant:

Impact LUP-1: Division of Communities, FEIR page 13-9
Impact LUP-2: Conflict with Applicable Plans, Policies, and Regulations, FEIR pages 13-9, 10, 11
Impact LUP-3: Inducement of Population Growth, FEIR page 13-12 Impact LUP-4: Displacement of Housing and People, FEIR page 13-12 EXHIBIT 2 - FINDINGS OF FACT 596
38 Chapter 14.0 Noise: The following specific noise impacts were found to be less than significant:

Impact NOISE-4: Groundborne Vibration, FEIR page 14-13
Impact NOISE-5: Airport and Airstrip Noise, FEIR page 14-13 Chapter 15.0 Public Services and Recreation: The following specific public service and recreation impacts were found to be less than significant:

Impact PSR-1: Fire Protection Services, FEIR pages 15-7,8, 9 Impact PSR-2: Police Protection Services, FEIR pages 15-9,10 Impact PSR-3: Schools, FEIR page 15-10
Impact PSR-4: Parks and Recreational Services, FEIR page 15-10 Impact PSR-5: Other Public Facilities, FEIR page 15-10
Chapter 16.0 Transportation: The following specific transportation impacts were found to be less than significant:

Impact TRANS-4: Motor Vehicle Transportation Plans - Truck Routes, FEIR pages 16-23,24
Impact TRANS-5: Conflicts with Non-Motor Vehicle Transportation Plans, FEIR page 16-24
Impact TRANS-7: Safety Hazards, FEIR pages 16-26, 27
Impact TRANS-8: Emergency Access, FEIR page 16-28
Chapter 17.0 Utilities and Energy: The following specific utilities and energy impacts were found to be less than significant:

Impact UTIL-1: Wastewater Services and Facilities, FEIR pages 17-10, 11 Impact UTIL-2: Water Services and Facilities, FEIR pages 17-11, 12 Impact UTIL-3: Stormwater Services and Facilities, FEIR page 17-12 Impact UTIL-4: Solid Waste, FEIR page 17-12,13
Impact UTIL-5: Electrical and Telecommunications Facilities, FEIR page 17-13
Impact UTIL-6: Project Energy Consumption, FEIR pages 17-13,14,15 The cumulative impacts of the project were evaluated in separate issue-specific sections of Chapter 18.0 of the Revised FEIR (FEIR). The project was found to have a less than cumulatively considerable contribution to cumulatively significant impacts within the following categories of environmental effects, as described in more detail in the EIR

18.3.1 Aesthetics and Visual Resources: FEIR page 18-3.

18.3.2 Agricultural Resources: FEIR pages 18-3, 4.

18.3.3 Air Quality: FEIR pages 18-4, 5, 6

18.3.4 Biological Resources: FEIR pages 18-6,7.

18.3.5 Cultural Resources and Tribal Cultural Resources: FEIR page 18-7.

18.3.6 Geology, Soils, and Mineral Resources: FEIR pages 18-7,8.

EXHIBIT 2 - FINDINGS OF FACT 597
39 18.3.7 Greenhouse Gas Emissions: FEIR pages 18-7, 8.

18.3.8 Hazards and Hazardous Materials: FEIR pages 18-8,9.

18.3.9 Hydrology and Water Quality: FEIR pages 18-9.

18.3.10 Land Use, Population, and Housing: FEIR pages 18-10.

18.3.11 Noise: FEIR pages 18-10, 11, 12.

18.3.12 Public Services and Recreation: FEIR pages 18-12, 13.

18.3.13 Transportation: FEIR pages 18-13,14,15,16.

18.3.14 Utilities and Energy: FEIR pages 18-17.

Each of the above-listed potential cumulative impacts were determined to be less than significant or less than cumulatively considerable for one of the following reasons:

The Revised FEIR determined that the impact is less than significant for the Mariposa Industrial Park project;
The Revised FEIR determined that the Project would have a less than cumulatively considerable contribution to the cumulative impact; or
The Revised FEIR determined that the impact is beneficial (would be reduced) for the Project.

EXHIBIT 2 - FINDINGS OF FACT 598
40 3.0 FINDINGS REGARDING ALTERNATIVES

3.1 PROJECT ALTERNATIVES
The State CEQA Guidelines require that an EIR include a discussion of a reasonable range of alternatives to the proposed project or to the location of the project. Alternatives to the proposed project are addressed in Chapter 19.0 of the Revised FEIR.

When a Lead Agency finds that mitigation measures needed to reduce a significant effect to less than significant, or to substantially reduce it, are infeasible (CEQA Guidelines Section 15091, Finding 3), the Lead Agency must also describe the specific reasons for rejecting alternatives that could meet the same need. As discussed in Section 2.1, the City is making Finding 3 with regard to six environmental effects that could result from the project; these effects will not be sufficiently reduced by mitigation measures and are therefore considered significant and unavoidable. The City Council’s findings with regard to project alternatives are shown in the following sections.

An EIR is required to identify a range of reasonable alternatives to the project. The potential alternatives to the project include those that could feasibly accomplish most of the basic purposes of the project and could avoid or substantially lessen one of more of the significant effects. “Among the factors that may be taken into account when addressing the feasibility of alternatives are site suitability, economic viability, availability of infrastructure, general plan consistency, other plans or regulatory limitations, jurisdictional boundaries and whether the proponent can reasonably acquire, control or otherwise have access to the alternative site (or the site is already owned by the proponent).” With the exception of the No Project Alternative, the alternatives discussed in the Revised FEIR are generally feasible but are unlikely to avoid or substantially lessen environmental effects of the project. Therefore, these alternatives are not specifically rejected by the City, but their environmental effects are not such that any of the alternatives should be considered “environmentally superior” to the project and therefore selected in lieu of the proposed project. The alternatives are discussed below.

3.2 PROJECT OBJECTIVES
The quantifiable objectives of the Mariposa Industrial Park project include annexation of the 203-acre project site into the Stockton city limits, pre-zoning of the site and the subsequent development of the site for industrial use. The Revised FEIR identifies the following objectives:

Development of approximately 3.6 million square feet of industrial space together with associated site and utility improvements for lease to various potential tenants To provide for industrial development of the site as contemplated by the Stockton General Plan 2040. Stockton General Plan Policy LU-4.1 encourages large-scale development proposals in appropriate locations that include significant numbers of higher-wage jobs and local revenue generation.

EXHIBIT 2 - FINDINGS OF FACT 599
41 To take advantage of existing development-ready infrastructure and provide for project design flexibility in the allowable number and size of parcels and industrial structures, thereby maximizing the industrial development potential of the site.

To comply with the natural resource management objectives of the Stockton General Plan 2040 by placing new industrial development in an area where potential impacts to sensitive natural resources are or can be reduced or avoided through site design, development phasing, and landscaping.

3.3 ALTERNATIVES NOT SELECTED FOR FURTHER

CONSIDERATION
Both the DEIR and Revised FEIR briefly considered several alternatives that were not addressed in detail; these alternatives were not considered “feasible” alternatives under CEQA. These alternatives, discussed in detail in Section 19.3 of the FEIR: 1) were clearly infeasible, or 2) did not have the ability to avoid or substantially lessen the significant environmental effects of the project. The alternatives considered are shown below.

Alternative Sites. Depending on the location, some impacts might be reduced by an alternative site, and in some cases new or more severe environmental impacts could occur. No clear opportunity to reduce environmental effects was identified, and the City declined to conduct further analysis.

Alternative Site Design. Site designs for the proposed project were considered but would not avoid or substantially lessen one or more of the potentially significant effects identified in this EIR. Given the lack of opportunity for reduction of environmental effects, this alternative was not analyzed further.

A NOP was circulated to agencies and the public as part of the effort to identify a reasonable range of alternatives to the proposed project. Additionally, the City held a public scoping meeting during the NOP review period. No specific alternatives were identified during the NOP public review process or scoping meeting.

3.4 FINDINGS REGARDING ALTERNATIVES ANALYZED IN EIR
The alternatives analysis provides a summary of the relative impact levels of significance associated with each alternative for each of the environmental issue areas analyzed in the Draft EIR. The environmental analysis for each of the alternatives is included at the projectlevel within each impact statement following the analysis for the proposed Project within Sections 3.1 through 3.14.

EXHIBIT 2 - FINDINGS OF FACT 600
42 NO PROJECT ALTERNATIVE:

The No Project Alternative is discussed on page 19-5,6 and 7 of the Revised FEIR. The Revised EIR defines the “No Project” Alternative as no annexation to the City of Stockton, no industrial pre-zoning, and no industrial development as proposed by the project. The project site would continue to be used for agricultural activities consistent with the existing San Joaquin County zoning.

Since industrial development would not occur under this alternative, there would be no impacts associated with such development on the project site. Most environmental impacts associated with the proposed project would be avoided, particularly air pollutant and GHG emissions, noise, and traffic. However, this alternative would meet none of the objectives of the proposed project. It also would be inconsistent with both the City of Stockton General Plan, which anticipates industrial development of the project site. No annexation and development of the site also would mean that the City would not realize increase in revenue from property taxes, utility user taxes, license fees, and other taxes and fees. With no development, the site would offer only limited employment opportunities associated with agricultural work.

It is uncertain if agricultural operations on the project site, even those involving highervalue crops, would be viable in the long term, given its location in an area designated for industrial development under the Stockton General Plan and already extensively developed with industrial uses. Continued agricultural use may require agricultural chemicals such as pesticides, herbicides, and fertilizers, with the potential to affect nearby residential areas, contaminate project site soils and adjacent North Littlejohns Creek if not properly applied.

Agricultural activities also could generate dust emissions to which nearby land uses, including residences, may be exposed.

Findings: Environmental benefits of this alternative over the proposed Project include the reduction of impacts to aesthetics and visual resources, agricultural resources, air quality, biological resources, cultural and tribal resources, geology and soils, greenhouse gases and climate change, hazards and hazardous materials, hydrology and water quality, land use and population, noise, transportation and circulation, and utilities.

While the City understands the environmental benefits of the No Project Alternative, this alternative would not achieve any of the Project objectives. Specifically, this alternative would not: permit industrial development of the site or any of the project’s attendant economic impacts. It is not a reasonable expectation for the property owner(s) to keep the Project site in the existing condition for the foreseeable future because of previous investments. For these reasons, this alternative is rejected.

The City Council hereby rejects the No Project Alternative because it would not meet the objectives of the project and could cause some environmental impacts that would not occur with the proposed project. The evidence in support of this finding is provided in Chapter

19.0 of the FEIR.

EXHIBIT 2 - FINDINGS OF FACT 601
43 ALTERNATIVE INDUSTRIAL DEVELOPMENT:

This alternative proposes development of the project site other than the high-cube warehouses proposed by the project. For this alternative, it is assumed that the City would annex the project site and pre-zone the property as Limited Industrial (IL), the same as for the proposed project. The IL zone would be consistent with the existing Stockton General Plan designation for the site (Industrial). The IL zone is applied to areas appropriate for light manufacturing uses that may generate more nuisance impacts than are acceptable in commercial zoning districts and whose operations are conducted indoors.

Alternative industrial development would require extension of public services and utilities from the City to the project site as does the proposed project. Road improvements, including curb, gutter, and sidewalk improvements, would need to be made. Because of this, development under this alternative would have similar impacts to the proposed project, particularly related to traffic and noise. Ground disturbance impacts related to soil erosion, surface water quality, and drainage would be similar to the proposed project.

Depending on the type of industrial activity located on the project site, this alternative may have new or more severe impacts than the proposed project involving use or storage of hazardous materials, generation of hazardous waste, or releases of hazardous materials to the environment which could have a more adverse impact in the vicinity than would occur under the proposed project. In addition, this alternative would not meet the objectives of the proposed project related to warehouse development.

Findings: The City Council hereby rejects the Alternative Industrial Development because it would not meet the objectives of the project and would cause similar effects as the project and could cause new and/or more severe environmental impacts than the proposed project.

The evidence in support of this finding is provided in DEIR Chapter 19.0.

REDUCED PROJECT SITE DEVELOPMENT:

The Reduced Project Site Alternative is discussed on page 19-8 of the FEIR. Under this alternative, the project site would be annexed to the City of Stockton and pre-zoned as under the proposed project. Also, proposed development of the project site would be like the proposed project. However, the proposed warehouse development on the project site would be reduced in floor area. For the purposes of this analysis, it is assumed that only two buildings that total approximately 2,042,880 square feet in floor area would be constructed.

This alternative would be consistent with the objectives of the proposed project. As with the proposed project, it would contribute to increased City revenue potential, though at a lower level. Employment opportunities also would be created, again at a lower level than under the proposed project. The environmental impacts of the proposed project would be lessened by this alternative. Air pollutant and GHG emissions from both mobile and area emissions would be reduced, although a CalEEMod run indicates that ROG emissions would remain above their SJVAPCD significance threshold. The alternative would also reduce the amount of traffic that would be generated, along with attendant air quality and noise impacts. With the reduced development, a lower quantity of hazardous materials associated with industrial development would be used.

EXHIBIT 2 - FINDINGS OF FACT 602
44 However, effects on other environmental issues would be the same as the proposed project, and mitigation would likely be required to reduce some of these impacts. Potentially more land would be left available for existing uses such as agriculture, although the existing walnut orchard would likely be removed as this area is favored for near-term development.

Agricultural activities, as discussed under the No Project Alternative, could involve the use of agricultural chemicals that could contaminate the project site and nearby North Littlejohns Creek if not properly used. Also, agricultural activities could generate dust emissions to which nearby sensitive receptors could be exposed, and potential conflicts could occur between farm equipment and vehicle traffic.

Findings: The City Council hereby rejects the Reduced Development Alternative.

Although the alternative could reduce the project’s land disturbance, traffic, air quality and noise effects, it could also have more adverse impacts in certain environmental issues, mainly related to ongoing potential agricultural use. This alternative would not meet project objectives to the extent the proposed project would. Further, this alternative would provide less economic growth and development as anticipated by the land use designation and policies of Stockton’s General Plan. This alternative is considered to have environmental effects that are generally equivalent to the proposed project, but the alternative is not considered “environmentally superior” to the project and need not be selected in lieu of the proposed project. The evidence in support of this finding is provided in Revised FEIR Chapter 19.0.

ENVIRONMENTALLY SUPERIOR ALTERNATIVE:

As the No Project Alternative would eliminate or avoid all potential environmental effects associated with the proposed project, it would be considered the environmentally superior alternative. However, this alternative would meet none of the project objectives, while it could generate adverse environmental impacts of its own.

CEQA Guidelines Section 15126.6(e)(2) requires that, if a No Project Alternative is identified as the environmentally superior alternative, then an EIR shall identify an environmentally superior alternative from the other alternatives. Most of the other alternatives analyzed in this Revised FEIR would involve environmental effects similar to the proposed project. The Reduced Development Alternative would involve some reduced impacts in certain issue areas, but would not effectively meet the objectives of the proposed project. Therefore, the Reduced Development Alternative would not be considered the environmentally superior alternative after the No Project Alternative.

EXHIBIT 2 - FINDINGS OF FACT 603
45 4.0 STATEMENT OF OVERRIDING CONSIDERATIONS
FOR THE MARIPOSA INDUSTRIAL PARK PROJECT
As described in detail in Section 2.0 of these Findings, the following six significant and unavoidable impacts could occur with implementation of the Project:

The adverse effects listed above, and described in detail in Section 2.0, are substantive issues of concern to the City of Stockton. The project is, however, consistent with City of Stockton land use designations and zoning and would implement important goals and policies of the General Plan while conforming with its applicable standards. The overall objective of the General Plan is to accommodate the City’s needs for growth over the foreseeable future. The proposed Project site has been designated for development of land uses that will generate jobs and tax revenue for the City, which could reduce the number of citizens commuting to areas outside of the City. Additionally, the Project would provide short-term employment opportunities during the design and construction process.

Additionally, the proposed Project would generate tax and other revenue that would exceed public costs associated with the project.

Pursuant to CEQA Guidelines Section 15093, the City Council of the City of Stockton finds that the six potential environmental effects of the Mariposa Industrial Park project, as described above and in the referenced sections of F Revised EIR for the project, are potentially significant and cannot be avoided, mitigated to Less Than Significant or substantially reduced by the mitigation measures described in the Revised EIR and which will be required of the project.

The City also finds in Section 3.0 of this document that none of the project alternatives have the potential to avoid or substantially reduce the significant environmental effects of the project except the No Project Alternative, which is inconsistent with the project objectives.

The City Council hereby adopts and makes the following Statement of Overriding Considerations (SOC) with respect to Section 15093 of the CEQA Guidelines, which is shown in its entirety in Section 1.0. The SOC describes the anticipated economic, legal, social, technological and/or other benefits or considerations that warrant the City Council’s EXHIBIT 2 - FINDINGS OF FACT 604
46 decision to approve the project even though all of the environmental effects of the project are not fully mitigated.

In light of the whole record before it, the Stockton City Council specifically finds that the potentially significant and unavoidable environmental impacts of the Mariposa Industrial Park project are considered acceptable in light of overriding social, economic and other benefits or considerations related to the project, these overriding effects are listed below.

The City Council finds that the social, economic and other benefits or considerations of the project outweigh the significant and unavoidable effects of the project. The City Council considers the following items to be the overriding social, economic and other benefits or considerations of the project.

1. The project site and surroundings are designated for urban industrial development by the Stockton General Plan 2040. The site area is within Stockton’s designated Urban Services Boundary, which is intended to be annexed and pre-zoned for urban development in the near future. In anticipation of eventual annexation and development, the project site is designated “Urban Reserve” by San Joaquin County.

2. Economic development and job creation, including the designation of sufficient land for ongoing development of job-generating land uses, are among the core objectives of the Stockton General Plan 2040.

3. The project is in compliance with Stockton General Plan 2040 policies supporting urban growth on lands with existing transportation and utility services, thereby preventing unnecessary urban expansion into other greenfield areas on the periphery of Stockton. The project site is surrounded by other areas designated for urban industrial development.

4. The General Plan 2040 EIR, considered and certified by the Stockton City Council before adopting the General Plan in 2018, disclosed a range of potential environmental impacts associated with planned development in accordance with the existing general plan designations. The project would make contributions to these previously identified impacts consistent with the analysis provided in the certified Stockton General Plan 2040 Environmental Impact Report (GPEIR). The significant impacts analyzed in the GPEIR include conversion of agricultural lands, emissions of criteria pollutants including oxides of nitrogen, greenhouse gas emissions and traffic and noise increases along Mariposa Road that would result from planned urban growth as a whole.

5. Proposed industrial development is within the allowable land use intensity for the City’s Industrial General Plan designation. Approval of the project would not confer any increase in the planned future industrial development intensity on the project site that is not already accounted for in the Stockton General Plan 2040 and the GPEIR.

6. The City is planning development of a new fire station to serve ongoing industrial development in the southern portion of the City. As provided in the proposed, the project applicant will provide $100,000 to fund formation of a Community Facilities District (CFD). The CFD will be responsible for construction and long-term operation of the fire station. The Development Agreement also commits the applicant to provide up to $3 million in funding for fire station construction and to pay the project’s fair share of operating costs in perpetuity.

EXHIBIT 2 - FINDINGS OF FACT 605
47 7. The 2022 Economic Benefit Report on the project, prepared by Development Planning and Financing Group (DPFG), indicates that the project will produce significant economic benefits to the local economy, including impact fee benefits, construction benefits, employment benefits, earnings increases, and tax revenue generation.

8. DPFG estimates that construction of the project will generate approximately $580 million in construction economic activity, an estimated 7,422 construction jobs and $517.8 million in worker earnings over the project construction period.

9. Once constructed and in operation, DPFG estimates the project will generate an estimated $4.1 million annually in property tax revenues; $828,000 of this revenue will directly benefit the City of Stockton; an increase of $686,000 in revenues will be paid to the County of San Joaquin, and an additional $2.6 million in property tax revenues will accrue to other local agencies including the Stockton USD, SJ Delta Community College and San Joaquin County flood control agencies, among others.

10. The project will employ an estimated 3,062 full-time employees. New employee spending will generate an estimated $8 million in taxable sales, including $5.6 million within the City limits generating approximately $55,736 annually in sales tax revenue to the City.

11. The project is estimated to fund more than $6 million in development fees to the City and $1.3 million to the Stockton Unified School District. Of these, City development impact fees contribute to capital costs of new facilities or upgrades to existing streets, utilities, fire, police, medical, libraries and parks facilities required by new development.

12. The project is subject to the requirements of the Stockton Agricultural Lands Mitigation Program. The project will involve a substantial contribution of conservation easementprotected land or payment of in-lieu fees of approximately $1 million to the Mitigation Program as compensation for the agricultural land conversion impacts of the project.

13. The project will involve a contribution of more than $4.6 million in habitat conservation fees to the San Joaquin County Multi-Species Habitat Conservation Program.

14. The project will widen approximately 900 feet of Mariposa Road, including turning lanes, pedestrian sidewalks and bike lanes, at an estimated cost of approximately $6 million.

15. Except for the six significant and unavoidable impacts addressed in this document, all of the other potential environmental impacts of the project described in the Revised FEIR were determined to be less than significant or would be reduced to less than significant level with mitigation measures that will be incorporated into the project.

In addition to the above-listed social, economic and other benefits of the project, the City Council has also taken the following points into consideration:

EXHIBIT 2 - FINDINGS OF FACT 606
48 16. The Revised FEIR considers a range of feasible alternatives to the proposed project.

None of the alternatives would result in avoidance or a substantial reduction in the significant and unavoidable effects of the project.

17. The agricultural land conversion impacts of developing the project site were included in the analysis of this environmental concern in the Revised FEIR prepared and certified prior to adoption of the Stockton General Plan 2040 in 2018. Agricultural land conversion impacts were accepted by the City as significant and unavoidable in its Statement of Overriding Considerations adopted in conjunction with adoption of the General Plan in 2018.

18. While the Mariposa Industrial Revised FEIR considers Air Quality Plans and Standards- Operational Emissions impacts to be significant and unavoidable, these impacts were also addressed for planned urban development foreseen by the Stockton General Plan 2040 EIR and accepted in the Statement of Overriding Considerations adopted in conjunction with adoption of the General Plan.

19. The agencies commenting on the Mariposa Industrial Draft EIR have identified a range of potential air quality mitigation measures, which have been incorporated into the Revised Final EIR to the degree feasible. The means to reliably quantify the efficacy of these mitigation measures, considered “best available,” are not available at this time.

The City Council of the City of Stockton hereby finds in light of the whole record that the above-described economic, legal, social, technological and other benefits or considerations of the project outweigh the environmental effects of the project that may remain unmitigated or are considered to be unavoidable. These environmental effects of project implementation are, therefore, considered to be acceptable.

The City Council also finds that any environmental detriment caused by the proposed Project has been minimized to the extent feasible through the mitigation measures identified in the Revised FEIR and herein. Where mitigation of environmental impacts is not feasible, these impacts will be outweighed and counterbalanced by the significant economic, social, environmental, and other benefits to be generated within the region.

EXHIBIT 2 - FINDINGS OF FACT 607
MITIGATION MONITORING/REPORTING PROGRAM
FOR THE
MARIPOSA INDUSTRIAL PARK
City of Stockton, CA
State Clearinghouse No: 2020120283
City of Stockton Project No. P20-0805
November 22, 2022
Prepared for:

CITY OF STOCKTON
345 N. El Dorado Street
Stockton, CA 95202
(209) 937-8266
EXHIBIT 3 - MMRP 608
Mariposa Industrial Park, Mitigation Monitoring/Reporting Plan Page 1

1.0 INTRODUCTION
This document is the Mitigation Monitoring/Reporting Program (MMRP) for the Mariposa Industrial Park project, as required by CEQA Guidelines Section 15097. The primary source document for the MMRP is the Environmental Impact Report for the Mariposa Industrial Park Project (SCH# 2020120283) (the "EIR"). When referenced as such, the “EIR” for the project includes the Public Review Draft EIR (the DEIR) dated August 24, 2021 and the certified Revised Final EIR (the FEIR) dated November 15, 2022, as well as any documents that have been incorporated into the DEIR and FEIR by reference.

1.1 PURPOSE AND SCOPE OF THIS DOCUMENT
The California Environmental Quality Act (CEQA) requires that a Lead Agency prepare and certify an Environmental Impact Report (EIR) when a proposed project may involve significant environmental effects, as defined by CEQA. Prior to project approval, the Lead Agency must adopt an MMRP that lists all mitigation measures identified in the certified EIR and describes responsibility for their implementation and/or monitoring.

The mitigation measures are listed together with implementation and monitoring responsibility in the table following.

CEQA also requires that the Lead Agency make written findings specific to each of the significant environmental effects or potentially significant environmental effects of the project as described in the EIR. The “CEQA Findings” for the Mariposa Industrial Park project, including a Statement of Overriding Considerations, are contained in a separate document to be adopted by the Stockton City Council.

The proposed project, a summary of the project’s environmental review process, the environmental documentation prepared for the project, and mitigation measures that must be implemented in conjunction with the project are discussed below.

1.2 PROJECT DESCRIPTION
The proposed project involves annexation and pre-zoning of the project site and approval of plans for industrial development of approximately 203 acres of land located adjacent to and south of Mariposa Road. The project site, consisting of nine parcels, is in the San Joaquin County unincorporated area, adjacent to the southeastern limits of the City of Stockton. The site location is shown on the attached figures.

The project would involve the development of “high-cube” warehousing and storage buildings that are typically 200,000 square feet of floor area or greater. The conceptual site plan for the project site proposes seven buildings with a maximum height of 36 feet and floor area totaling 3.6 million square feet including ancillary office space. Project site EXHIBIT 3 - MMRP 609
Mariposa Industrial Park, Mitigation Monitoring/Reporting Plan Page 2 development would also include the construction of circulation and parking for light vehicles and trucks, utilities and landscaping. Access would be developed from Mariposa Road; improvements would include widening of Mariposa Road to accommodate turn pockets and acceleration/deceleration lanes.

1.3 ENVIRONMENTAL REVIEW OF THE PROJECT UNDER
CEQA
The project’s environmental effects, mitigation measures needed to address these effects and alternatives to the project are discussed in detail the EIR prepared by the City of Stockton in accordance with the requirements of CEQA. EIR processing steps have included preparation and distribution of a Notice of Preparation, a scoping meeting, publication and distribution of a Draft EIR for public review, preparation of a Final EIR addressing comments received during the public review period for City Council certification, and preparation of a CEQA Findings document and this Mitigation Monitoring/Reporting Plan for adoption by the Stockton City Council. Additional detail regarding the CEQA processing of the project can be found in the Revised Final EIR, which is incorporated by reference below.

Revised Final Environmental Impact Report for the Mariposa Industrial Park Project, Stockton, CA. November 15, 2022. Prepared for City of Stockton Department of Community Development, 345 N. El Dorado Street, Stockton, CA 95202. Prepared by BaseCamp Environmental, Inc., 802 West Lodi Avenue, Lodi, CA 95240. State Clearinghouse Number 2020120283.

EXHIBIT 3 - MMRP 610
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 3 - MMRP 611
Figure 2
BaseCamp Environmental ASSESSOR PARCEL MAP

PROJECT SITE
SOURCE: SAN JOAQUIN COUNTY ASSESSOR
PARCEL OFFICE.

THE PROJECT INCLUDES PARCELS:
179-220-019, 018,017,016,015,014, 013, 012,
011, 010, 024, 046
EXHIBIT 3 - MMRP 612
BaseCamp
Figure 3
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 3 - MMRP 613

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 4
BaseCamp Environmental CONCEPTUAL SITE PLAN
SOURCE: Ware Malcomb
EXHIBIT 3 - MMRP 614
Mariposa Industrial Park, Mitigation Monitoring/Reporting Plan Page 7

2.0 MITIGATION MONITORING/REPORTING PROGRAM
CEQA requires more than just preparing environmental documents; it also requires the Lead Agency to change or place conditions on a project, or to adopt plans or ordinances for a broader class of projects, which would address the potentially significant or significant environmental effects of a project. To ensure that mitigation measures within the Lead Agency’s purview are actually implemented, CEQA requires the adoption of a mitigation monitoring and/or reporting program (MMRP). Specifically, CEQA Guidelines Section 15091(d) requires that a public agency, when making findings for the significant impacts of a project,
“shall also adopt a program for reporting on or monitoring the changes which it has either required in the project or made a condition of approval to avoid or substantially lessen significant environmental effects. These measures must be fully enforceable through permit conditions, agreements, or other measures." Mitigation measures that are not feasible, or are within the jurisdiction of other agencies, are addressed through the findings required by CEQA Guidelines Section 15091 and shown in the CEQA Findings document for the project.

The Revised FEIR for the Mariposa Industrial Park project sets forth a series of mitigation measures that are applicable to the project and will address the potentially significant effects of the project. The following table summarizes the potentially significant environmental effects that could result from approval of the Mariposa Industrial Park project as described in the EIR. The table identifies 1) each effect, 2) how each significant effect would be mitigated, 3) the responsibility for implementation of each mitigation measure, and 4) the responsibility for monitoring of each of the mitigation measures. The table follows the same sequence as the impact analysis in the EIR.

The mitigation measures shown in the table include those arising from the analysis and conclusions of the Draft EIR as well as additional mitigation measures resulting from public and agency comments on the Draft EIR, an initial version of the Final EIR dated February 28, 2022 and further discussion with the comment authors in the months leading up to this publication. The comments received on the EIR and the City’s responses to those comments are discussed in Chapter 22.0 of the Revised Final EIR.

EXHIBIT 3 - MMRP 615
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 1

4.0 AESTHETICS
Impact AES-3: Visual Character and Quality. This is a potentially significant impact.

AES-1: New structures, landscaping, and site improvements shall conform with Section 5.02 of the City of Stockton Design Guidelines.

Applicant is responsible
for incorporating these
requirements into project
plans and specifications.

CDD Building will be
responsible to ensure that
subject requirements are
included in the approved
plans and specifications.

Impact AES-4: Light and Glare. This is a potentially significant issue.

AES-2: The approved site plan shall conform with the most recent version of the California Green Building Standards Code (California Code of Regulations, Title 24, Part 11) adopted by the City of Stockton at the time of site plan approval, including compliance with Section 5.106.8, which establishes mandatory requirements for outdoor lighting systems of nonresidential development that are designed to minimize the effects of light pollution.

AES-3: The approved site plan shall comply with the applicable provisions of the Stockton Municipal Code pertaining to lighting, including Sections 16.36.060(B) and 16.32.070, which require exterior lighting to be shielded and directed away from adjoining properties and public rights-of-way. Compliance shall be documented in a photometric (lighting) plan or other documentation acceptable to the City.

Applicant is responsible
for incorporating these
requirements into project
plans and specifications.

CDD Building will be
responsible to ensure that
subject requirements are
included in the approved
plans and specifications.

EXHIBIT 3 - MMRP 616
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 2 AES-4: Prior to final approval, the project shall be submitted to the SanJoaquin Council of Governments (SJCOG), acting in its capacity as the Airport Land Use Commission, for review of the compatibility of the project with Stockton Metropolitan Airport operations and conformance to the guidelines stipulated in the Airport Land Use Compatibility Plan for Stockton Metropolitan Airport.

CDD Planning staff is
responsible for submitting
project information to
ALUC.

CDD Planning will be
responsible for ensuring that
ALUC review is completed,
and any applicable
requirements incorporated are
into conditions of approval

5.0 AGRICULTURE
Conversion of Farmland. This is a significant impact.

AG-1: The project shall participate in and comply with the City’s Agricultural Lands Mitigation Program, under which developers of the property shall contribute agricultural mitigation land or shall pay the Agricultural Land Mitigation Fee to the City.

Applicant is responsible
for easement dedication or
fee payment.

CDD Planning will be
responsible for ensuring that
agricultural program
compliance is completed.

6.0 AIR QUALITY
Air Quality Plans and Standards – Construction Emissions. This is a potentially significant issue.

AIR-1: Prior to the issuance of the first building permit, the applicant/developer shall demonstrate compliance with the SJVAPCD Rule 9510 (Indirect Source Review) to reduce growth in both NOx and PM10 emissions, as required by SJVAPCD and City requirements.

Same as AIR-3 Same as AIR-3
AIR-2: The project shall comply with SJVAPCD Regulation VIII for the control of dust emissions during project construction. A project Dust Control Plan shall be Applicant is responsible
for submittal of technical
CDD Planning is responsible
for review and acceptance of
EXHIBIT 3 - MMRP 617
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 3 submitted to the SJVAPCD as required by Regulation VIII. Enforcement of Regulation VIII is the direct responsibility of the SJVAPCD. City Building inspectors shall monitor conformance with approved plans and specifications. assessment. assessment
AIR-3: Architectural Coatings: Construction plans shall require that architectural and industrial maintenance coatings (e.g., paints) applied on the project site shall be consistent with a VOC content of <10 g/L. Developer or tenant is not expected to exercise control over materials painted offsite.

Applicant is responsible
for submittal of technical
assessment.

CDD Planning is responsible
for review and acceptance of
assessment
AIR-4 SJVAPCD Regulation VIII Compliance: Construction plans and specifications shall include a Dust Control Plan incorporating the applicable requirements of Regulation VIII, which shall be submitted to the SJVAPCD for review and approval prior to beginning construction in accordance with the requirements of Regulation VIII.

Applicant is responsible
for compliance with AQ-2
and AQ-3
CDD Planning is responsible
for ensuring compliance has
been completed.

AIR-5: Construction Worker Trip Reduction: Project construction plans and specifications will require contractor to provide transit and ridesharing information for construction workers.

Applicant is responsible
for required analysis
CDD Planning is responsible
for review and acceptance of
analysis
AIR-6: Construction Meal Destinations: Project construction plans and specifications will require the contractor to establish one or more locations for food or catering truck service to construction workers and to cooperate with food service providers to provide consistent food service.

Applicant is responsible
for Rule 9510 compliance
and submittal of
documentation to the City.

CDD Planning is responsible
for ensuring compliance has
been completed.

EXHIBIT 3 - MMRP 618
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 4 AIR-7: To reduce impacts from construction-related diesel exhaust emissions, the Project should utilize the cleanest available off-road construction equipment, including the latest tier equipment (recommended by SJVAPCD).

Applicant is responsible
for Regulation VIII
compliance and submittal
of documentation to the
City.

CDD Planning is responsible
for ensuring Regulation VIII
compliance has been
completed.

Air Quality Plans and Standards- Operational Emissions. This is a significant issue.

See AIR-3 See AIR-3
AIR-8: The project shall comply with the emission reduction requirements of SJVAPCD Rule 9510 for project operations.

Applicant is responsible
for preparation and
submittal of Dust Control
Plan
SJVAPCD is responsible for
review and approval of Dust
Control Plan.

Applicant is responsible
for preparation and
submittal of ETRIP
CDD Planning is responsible
for review and acceptance of
ETRIP
AIR-10: The project shall comply with SJVAPCD Rule 4101, which prohibits emissions of visible air contaminants to the atmosphere and applies to any source operation that emits or may emit air contaminants.

Applicant and CDD
Planning will responsible
for VERA discussion and
decision.

CDD Planning will be
responsible for ensuring that
VERA discussion occurred.

EXHIBIT 3 - MMRP 619
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 5 AIR-11: The project shall comply with SJVAPCD Rule 4601, which limits project has agreed to abide by more stringent VOC emissions requirements. emissions of volatile organic compounds from architectural coatings by specifying storage, clean up and labeling requirements. (The Applicant is responsible
for incorporating these
requirements into project
plans and specifications.

CDD Building will be
responsible to ensure that
subject requirements are
included in plans and
specifications.

AIR-12: The project shall comply with SJVAPCD Rule 4601, which limits emissions of volatile organic compounds from architectural coatings by specifying storage, clean up and labeling requirements. (The project has agreed to abide by more stringent VOC emissions requirements.

See Construction AIR-1 See Construction AIR-1
AIR-12: Solar Power: Owners, operators or tenants shall include with the building permit application, sufficient solar panels to provide power for the operation’s base power use at the start of operations and as base power use demand increases.

Project sponsor shall include analysis of (a) projected power requirements at the start of operations and as base power demand increases corresponding to the implementation of the “clean fleet” requirements, and (b) generating capacity of the solar installation.

Applicant is responsible
for incorporating these
requirements into project
plans and specifications.

CDD Building will be
responsible to ensure that
subject requirements are
included in plans and
specifications.

AIR -12 (continued): CDD shall verify the size and scope of the solar project based upon the analysis of the projected power requirements and generating capacity as well as the available solar panel installation space. The photovoltaic system shall include a battery storage system to serve the facility in the event of a power outage to the extent required by the 2022 or later California Building Standards Code.

Applicant is responsible
for compliance and
submittal of
documentation
CDD Planning is responsible
for review and acceptance of
documentation
AIR -12 (continued): In the event sufficient space is not available on the subject lot to accommodate the needed number of solar panels to produce the operation’s base or anticipated power use, the applicant shall demonstrate how all available space has been maximized (e.g., roof, parking areas, etc.). Areas which provide truck movement may be excluded from these calculations unless otherwise deemed acceptable by the supplied reports.
.

EXHIBIT 3 - MMRP 620
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 6 AIR -12 (continued): The developer or tenant, or qualified solar provider engaged by the developer or tenant shall timely order all equipment and shall install the system when the City has approved building permits and the necessary equipment has arrived. The developer or tenant shall commence operation of the system when it has received permission to operate from the utility. The photovoltaic system owner shall be responsible for maintaining the system(s) at not less than 80% of the rated power for 20 years. At the end of the 20-year period, the building owner shall install a new photovoltaic system meeting the capacity and operational requirements of this measure, or continue to maintain the existing system, for the life of the project.

AIR -13: Emission Standards for Heavy-Duty Trucks: The following mitigation measures shall be implemented during all on-going business operations and shall be included as part of contractual lease agreement language to ensure the tenants/lessees are informed of all on-going operational responsibilities.

The property owner/tenant/lessee shall ensure that all heavy-duty trucks (Class 7 and 8) domiciled on the project site are model year 2014 or later from start of operations and shall expedite a transition to zero-emission vehicles, with the fleet fully zero-emission by December 31, 2025 or whencommercially available for the intended application, whichever date is later.

A zero-emission vehicle shall ordinarily be considered commercially available if the vehicle is capable of serving the intended purpose and is included in California’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project, https://californiahvip.org/ or listed as available in the US on the Global Commercial Vehicle Drive to Zero inventory, https://globaldrivetozero.org/. The City shall be responsible for the final determination of commercial availability and may (but is not required to) consult with the California Air Resources Board before making such final determination. In order for the City to make a determination that such vehicles are commercially unavailable, the operator must submit documentation from a minimum of three (3) EV dealers identified on the californiahvip.org Applicant or tenant is
responsible for
compliance and submittal
of documentation
CDD Planning is responsible
for review and acceptance of
documentation
EXHIBIT 3 - MMRP 621
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 7 website demonstrating the inability to obtain the required EVs or equipment needed within 6 months
"Domiciled at the project site shall mean the vehicle is either (i) parked or kept overnight at the project site more than 70% of the calendar year or (ii)dedicated to the project site (defined as more than 70% of the truck routes(during the calendar year) that start at the project site even if parked or kept elsewhere) Zero-emission heavy-duty trucks which require service can be temporarily replaced with model year 2014 or later trucks. Replacement trucks shall be used for only the minimum time required for servicing fleet trucks.

AIR-14: Zero Emission Vehicles: The property owner/tenant/lessee shall utilize a "clean fleet" of vehicles/delivery vans/trucks (Class 2 through 6) as part of business operations as follows: For any vehicle (Class 2 through 6) domiciled at the project site, the following "clean fleet" requirements apply: (i) 33% of the fleet will be zero emission vehicles at start of operations, (ii) 65% of the fleet will be zero emission vehicles by December 31, 2023, (iii) 80% of the fleet will be zero emission vehicles by December 31, 2025, and (iv) 100% of thefleet will be zero emission vehicles by December 31, 2027.
"Domiciled at the project site" shall mean the vehicle is either (i) parked or kept overnight at the project site more than 70% of the calendar year or (ii) dedicated to the project site (defined as more than 70% of the truck routes (during the calendar year) that start at the project site even if parked or kept elsewhere).

Zero-emission vehicles which require service can be temporarily replaced with alternate vehicles. Replacement vehicles shall be used for only the minimum time required for servicing fleet vehicles.

The property owner/tenant/lessee shall not be responsible to meet "clean fleet" requirements for vehicles used by common carriers operating under their own authority that provide delivery services to or from the project site.

Applicant or tenant is
responsible for
compliance and submittal
of documentation
CDD Planning is responsible
for review and acceptance of
documentation
EXHIBIT 3 - MMRP 622
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 8 AIR-15: Demonstrate Compliance with Clean Fleet Requirements: The applicant, property owner, tenant, lessee, or other party operating the facility (the "Operator") shall utilize the zero emission vehicles/trucks required to meet the "clean fleet" requirements in AMM AIR-2 (for Class 7 and 8 vehicles) and AMM AIR-3 (for Class 2 through 6 vehicles) above. Within30-days of occupancy, the Operator shall demonstrate to the satisfaction of CDD staff, that the applicable clean fleet requirements are being met.

Applicant or tenant is
responsible for
compliance and submittal
of documentation
CDD Planning is responsible
for review and acceptance of
documentation
AIR-15 (continued): In the event that vehicles/trucks are not commercially available for the intended application, the "clean fleet requirements" may be adjusted as minimally as possible by the CDD to accommodate the unavailability of commercially available vehicles/trucks.

AIR-15 (continued): The City shall quantify the air pollution and GHG emissions resulting from any modification of this condition. Within 12 months of failing to meet a “clean fleet” requirement the property owner/tenant/lessee shall implement a Voluntary Emissions Reduction Agreement (VERA) providing pound for pound mitigation of the criteria pollutant, toxic air contaminants, and GHG emissions quantified by the City through a process that develops, funds, and implements emission reduction projects, with the Air District serving a role of administrator of the emission reduction projects and verifier of the successful mitigation effort. The VERA shall prioritize projects in the South Stockton and surrounding area.

Property owner/tenant/lessee shall continue to fund the VERA each year in an amount necessary to achieve pound for pound mitigation of emissions resulting from not meeting the clean fleet requirements until the owner/tenant/lessee fully complies.

AIR-15 (continued): The Operator shall implement the proposed measures after CDD review and approval. Any extension of time granted to implement this condition shall be limited to the shortest period of time necessary to allow for 100% electrification under the clean fleet requirements. The CDD staff may seek the recommendation of the California Air Resources Board in determining whether there has been a manufacturing disruption or insufficient vehicles/trucks EXHIBIT 3 - MMRP 623
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 9 commercially available for the intended application.

AIR-16: Condition of Approved Compliance Report: The Operator shall submit a condition of approval compliance report within30 days of, but not later than, the following dates: December 31, 2023, December 31, 2025, and December 31, 2027. The report shall outline clean fleet requirements applicable at each report interval and include documentation demonstrating compliance with each requirement. The City shall consider each report at a noticed publichearing and determine whether the Operator has complied with the applicable clean fleet requirements. If the Operator has not met each 100% clean fleet requirement by December 31, 2027, then the Operator shall submit subsequent reports every year until the 100% clean fleet requirement is implemented. The City shall consider each subsequent report at a noticed public hearing and determine whether the Operator has complied with the clean fleet requirements, including any minimal adjustments to the requirements by the CDD to accommodate the manufacturing disruption or unavailability of commercially available vehicles/trucks, as described in the previous paragraph. Notice of the above hearings shall be provided to all properties located within 1,000 feet of the project site and through the ASK Stockton list serve.

Applicant or tenant is
responsible for
preparation of compliance
reports
CDD Planning is responsible
for review and acceptance of
compliance reports
AIR-16 (continued): After the 100% clean fleet requirement has been implemented and confirmed by the CDD, the Operator shall submit to the CDD an on-going compliance report every three years containing all necessary documentation to verify that the Operator is meeting the clean fleet requirements. At the time it confirms that the 100% clean fleet requirement has been implemented, the CDD will establish the due date for the first on-going compliance report. Each subsequent on-going compliance report shall be due within 30 days of, but not later than, the three-year anniversary of the preceding due date. The on-going compliance reports and accompanying documentation shall be made available to the public upon request.

AIR-17: Zero Emission Forklifts, Yard trucks and Yard Equipment: Owners, operators or tenants shall require all forklifts, yard trucks, and other equipment used for on-site movement of trucks, trailers and warehoused goods, as well as Tenant or owner is
responsible for use of
CDD Planning will be
responsible for review and
acceptance of compliance
EXHIBIT 3 - MMRP 624
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 10 landscaping maintenance equipment used on the site, to be electrically powered or zero-emission. The owner, operator or tenant shall provide on-site electrical charging facilities to adequately service electric vehicles and equipment. complying equipment. reports
AIR-18: Truck Idling Restrictions: Owners, operators or tenants shall be required to make their best effort to restrict truck idling onsite to a maximum of three minutes, subject to exceptions defined by CARB in the document:
commercial_vehicle_idling_requirements_July 2016. Idling restrictions shall be enforced by highly-visible posting at the site entry, posting at other on-site locations frequented by truck drivers, conspicuous inclusion in employee training and guidance material and owner, operator or tenant direct action as required.

Tenant or owner is
responsible for
enforcement and signage.

CDD Planning will be
responsible for review and
acceptance of compliance
reports
AIR-19: Electric Truck Charging: At all times during project operation, owners, operators or tenants shall be required to provide electric charging facilities on the project site sufficient to charge all electric trucks domiciled on the site and such facilities shall be made available for all electric trucks that use the project site.

Tenant or owner is
responsible for use of
complying equipment.

CDD Planning will be
responsible for review and
acceptance of compliance
reports
AIR-20: Project Operations, Food Service: Owners, operators or tenants shall establish locations for food or catering truck service and cooperate with food service providers to provide consistent food service to operations employees.

Tenant or owner will be
responsible for
establishment of food
service locations.

CDD Planning will be
responsible for review and
acceptance of compliance
reports
AIR-21: Project Operations, Employee Trip Reduction: Owners, operators or tenants shall provide employees transit route and schedule information on systems serving the project area and coordinate ridesharing amongst employees.

Tenant or owner will be
responsible for provision
of the required
information.

CDD Planning will be
responsible for review and
acceptance of compliance
reports.

AIR-22: Yard Sweeping: Owners, operators or tenants shall provide periodic yard and parking area sweeping to minimize dust generation.

Tenant or owner will be
responsible for periodic
yard sweeping.

CDD Planning will be
responsible for review and
acceptance of compliance
reports
AIR-23: Diesel Generators: Owners, operators or tenants shall prohibit the use of Tenant or owner will be CDD Planning will be EXHIBIT 3 - MMRP 625
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 11 diesel generators, except in emergency situations, in which case such generators shall have Best Available Control Technology (BACT) that meets CARB’s Tier 4 emission standards
responsible for
compliance with
prohibition.
responsible for review and
acceptance of compliance
reports
AIR-24: Truck Emission Control: Owners, operators or tenants shall ensure that trucks or truck fleets domiciled at the project site be model year 2014 or later, and maintained consistent with current CARB emission control regulations Tenant or owner will be
responsible for truck fleet
records, inspection and
maintenance.

CDD Planning will be
responsible for review and
acceptance of compliance
reports
AIR-25: SmartWay: Owners, operators or tenants shall enroll and participate the in SmartWay program for eligible businesses
Tenant or owner will be
responsible for SmartWay
participation.

CDD Planning will be
responsible for review and
acceptance of compliance
reports
AIR-26: Designated Smoking Areas: Owners, operators or tenants shall ensure that any outdoor areas allowing smoking are at least 25 feet from the nearest property line.

Tenant or owner will be
responsible for smoking
area designation.

CDD Planning will be
responsible for review and
acceptance of compliance
reports
AIR-27: Project construction shall be subject to all adopted City building codes, including the adopted Green Building Standards Code, version July 2022 or later.

Prior to the issuance of building permits, the applicant/developer shall demonstrate (e.g., provide building plans) that the proposed buildings are designed and will be built to, at a minimum, meet the Tier 2 advanced energy efficiency requirements of the Nonresidential Voluntary Measures of the California Green Building Standards code, Divisions A5.1, 5.2 and 5.5, Energy Efficiency as outlined under Section A5.203.1.2.

Applicant is responsible
for incorporating these
requirements into project
plans and specifications.

CDD Building will be
responsible to ensure that
subject requirements are
included in plans and
specifications.

Applicant is responsible
for incorporating these
requirements into project
plans and specifications.

CDD Building will be
responsible to ensure that
subject requirements are
included in plans and
specifications.

EXHIBIT 3 - MMRP 626
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 12 Exposure of Sensitive Receptors to Criteria Pollutants. This is a significant issue.

AIR-29: The project applicant, to reduce carbon monoxide concentrations to an acceptable level, shall contribute fair-share costs to an improvement on the Mariposa Road and Carpenter Road intersection that would widen the northeastbound Carpenter Road approach to include an exclusive northeast-bound-to northwest-bound left-turn lane, and a combined through/right-turn lane. (See also Transportation Improvement Measure TRANS-2 in Chapter 16.0, Transportation.) Implement all mitigation measures for Impact: AIR-2, Mitigation Measures #s AIR8 through AIR-28.

The applicant will be
responsible for payment
of fair share costs.

As provided in the
referenced mitigation
measures
The Department of Public
Works will be responsible for
ensuring that fair share costs
are paid prior to approval of
improvement plansAs
provided in the referenced
mitigation measures

7.0 BIOLOGY
Special-Status Species and Habitats. This is a potentially significant issue.

The applicant will be
responsible for submitting
the SJMSCP coverage
application, payment of
required fees and
implementation of
ITMMs. The ODS’
Engineer will be
responsible for
incorporating ITMM
requirements in the
project plans and
specifications. The
CDD Planning will verify
that SJMSCP coverage has
been obtained and that other
mitigation measures have
been implemented as required
by ITMMs.

EXHIBIT 3 - MMRP 627
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 13 Contractor will be
responsible for adherence
to the plans and
specifications, hiring a
qualified biologist if
required and
implementing the
biologist
recommendations.

Waters of the U.S. and Wetlands. This is a potentially significant issue BIO-2: Prior to the start of construction work in the area where seasonal wetlands have been identified, the project developer shall conduct a wetland delineation identifying jurisdictional Waters of the U.S. and wetlands. The delineation shall be verified by the U.S. Army Corps of Engineers (Corps). The delineation shall be used to determine if any project work will encroach upon any jurisdictional water, thereby necessitating an appropriate permit. For any development work that may affect a delineated jurisdictional Water, the project developer shall obtain any necessary permits from the U.S. Army Corps of Engineers prior to the start of development work within these locations. Depending on the Corps permit issued, the project applicant shall also apply for a Section 401 Water Quality Certification from the Central Valley Regional Water Quality Control Board. If the seasonal wetlands are avoided, or if phased development occurs in areas where no wetlands have been identified, then this mitigation measure does not apply.

The applicant will be
responsible for obtaining
the required wetland
delineation and
verification, for proposing
adequate mitigation, for
obtaining required permits
and providing proof of
issuance to the City.

The CDD Planning will be
responsible for ensuring that
the wetland delineation has
been completed, required
permits have been issued and
that specified mitigation
measures are incorporated
into project plans and
specifications.

The project developer shall comply with all conditions attached to any required permit.

The applicant will be
responsible for obtaining
the required permits and
providing proof of
issuance to the City.

The CDD Planning will be
responsible for ensuring that
required permits have been
issued.

BIO-4:Prior to the start of construction work in the area where seasonal wetlands The applicant will be The CDD Planning will be EXHIBIT 3 - MMRP 628
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 14 have been identified, the project developer shall obtain any necessary Waste Discharge Requirements from the Central Valley Regional Water Quality Control Board. Pursuant to the San Joaquin County Multi-Species Habitat Conservation and Open Space Plan, the filling of seasonal wetlands containing vernal pool invertebrates shall be delayed until the wetlands are dry and SJCOG biologists can collect the surface soils from the wetlands, to store them for future use on off-site seasonal wetland creation on SJCOG preserve lands. If the seasonal wetlands are avoided, then this mitigation measure does not apply.
responsible for obtaining
Waste Discharge
Requirements if necessary
and for timing of fill in
coordination with the
SJCOG biologists.
responsible for ensuring that
Waste Discharge
Requirements have been
obtained and that seasonal
wetland fill is coordinated
with SJCOG.

Fish and Wildlife Migration
Implementation of Mitigation Measure BIO-1. As provided for BIO-1 As provided for BIO-1 Local Biological Requirements. This is a potentially significant issue.

The applicant will be
responsible for surveying
oak trees to be removed,
preparation of an arborist
report and obtaining
permits for removal of
Heritage trees, if any.

The CDD Planning will be
responsible for review of the
arborist report and ensuring
that any necessary tree
removal permits have been
obtained.

Habitat Conservation Plans. This is a potentially significant issue.

Implement Mitigation Measure BIO-1. As provided for BIO-1 As provided for BIO-1

8.0 CULTURAL RESOURCES
EXHIBIT 3 - MMRP 629
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 15 Archaeological and Tribal Cultural Resources. This is a potentially significant issue.

CULT-1: As noted, the field surveys conducted by Solano Archaeological Services on the project site led to the recording of two potential historical resources: three transmission lines and the remains of a well. Both resources were evaluated on the criteria for listing on the California Register of Historical Resources (see Regulatory Framework above). Neither were determined to meet any of the criteria for such listing. Since these criteria are very similar to those for listing on the National Register of Historic Places, the resources also would not meet criteria for listing on the National Register of Historic Places. As such, the two resources are not considered to have historical value. The project would have no impact on historical resources. It should be noted that the project is unlikely to affect the three transmission lines in any case.

The applicant will be
responsible for
incorporating these
requirements in the
project plans and
specifications. The
Contractor will be
responsible for reporting
discoveries to the City, for
hiring a qualified
archaeologist to analyze
the discovery and
coordinate with Native
American tribes as
necessary, and for
implementing the
archaeologist’s treatment
recommendations.

CDD Planning will be
responsible for ensuring that
cultural resource
requirements have been
incorporated into project
plans and specifications and
that discovery reports are
properly documented.

Impact CULT-2: Archaeological and Tribal Cultural Resources . This is a potentially significant issue.

CULT-1: If any subsurface archaeological resources, including human burials and associated funerary objects, are encountered during construction, all construction activities within a 50-foot radius of the encounter shall be immediately halted until a qualified archaeologist can examine these materials and evaluate their significance. The City shall be immediately notified in the event of a discovery. If burial resources or tribal cultural resources are discovered, the City shall notify the appropriate tribal representative, who may examine the materials with the The applicant and
contractor will be
responsible for suspending
construction activity if
human remains are
encountered, reporting
finds to the City and
County Coroner and
CDD Planning will be
responsible for responding to
reports of burial or human
remain finds as required,
including notification of and
coordination with Native
American representatives.

EXHIBIT 3 - MMRP 630
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 16 archaeologist and advise the City as to their significance.

CULT-2: The project shall comply with the provisions of the City of Stockton Municipal Code Section 16.36.050. If a historical or archaeological resource or human remains may be impacted by the project, the Secretary of the Cultural Heritage Board shall be notified, any survey needed to determine the significance of the resource shall be conducted, and the proper environmental documents shall be prepared.

CULT-3: In the event that archaeological resources are discovered during any construction, construction activities shall cease, and the Community Development Department shall be notified so that the extent and location of discovered materials may be recorded by a qualified archaeologist, and disposition of artifacts may occur in compliance with State and federal law.
retaining a qualified
archaeologist to evaluate
the find and provide a
written report to the City.

The City will be
responsible for notifying
Native American
representatives and for
overseeing compliance
with Public Resources
Code requirements.

9.0 GEOLOGY, SOILS, AND MINERAL RESOURCES
Impact GEO-1: Faulting and Seismicity. This is a potentially significant issue.

GEO-1: The project shall obtain a Notice of Intent issued by the SWRCB for Applicant will be CDD Building and Public EXHIBIT 3 - MMRP 631
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 17 compliance with the Construction General Permit. The project shall prepare and implement a Storm Water Pollution Prevention Plan (SWPPP) including a site map, description of construction activities and identification of Best Management Practices (BMPs) that will prevent soil erosion and discharge of other construction-related pollutants
responsible for all
activities related to the
Construction General
Permit and incorporation
of these standards in
project plans and
specifications.

Works will be responsible for
ensuring that project has
complied with Construction
General Permit
GEO-2: The project applicant shall comply with Stockton Municipal Code Section

15.48.050, which requires construction activities to be designed and conducted to minimize discharge of sediment and all other pollutants and Section 15.48.070, which contains standards for implementation of Best Management Practices.

Impact GEO-3: Soil Erosion. This is a potentially significant issue.

GEO-3: The project applicant shall submit a geologic soils report, prepared by a registered civil engineer, in compliance with Stockton Municipal Code Section

16.192.020. The report’s recommendations shall be incorporated into the final design and construction plans.

Applicant will be
responsible for submittal
of the soils report.

CDD Building will be
responsible for review and
approval of the geotechnical
report and project plans and
specifications.

GEO-4: Project plans and specifications shall comply with the most recent version of the California Building Code adopted by the City of Stockton at the time of project approval.

Applicant will be
responsible for
preparation of plans and
submittal of conforming
plans and specifications.

CDD Building will be
responsible for review of
project plans and
specifications.

Impact GEO-5: Paleontological Resources and Unique Geological Features. This is a potentially significant issue.

GEO-5: If any subsurface paleontological resources are encountered during construction, all construction activities within a 50-foot radius of the encounter shall be immediately halted until a qualified paleontologist can examine these The ODS will be
responsible for
incorporating
The City will be responsible
for ensuring that
paleontology requirements
EXHIBIT 3 - MMRP 632
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 18 materials, initially evaluate their significance and, if potentially significant, recommend measures on the disposition of the resource. The City shall be immediately notified in the event of a discovery. The contractor shall be responsible for retaining qualified professionals, implementing recommended mitigation measures, and documenting mitigation efforts in written reports to the City.
requirements in project
plans and specifications.

The ODS contractor will
be responsible for
suspending construction
activity if paleontological
resources are encountered,
reporting finds to the City
and retaining a qualified
paleontologist to evaluate
the find and provide a
written report to the City.
have been incorporated into
project plans and
specifications and that
discovery reports are properly
documented.

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.

AIR-2: The project applicant shall comply, as applicable, with the provisions of the California Air Resources Board’s Regulation for In-Use Off-Road Diesel Fueled The applicant will be
responsible for
incorporating these
requirements in the
project plans and
specifications. The
contractor will be
responsible for
The CDD Planning will be
responsible for overseeing
implementation of these
requirements and review and
acceptance of written reports.

EXHIBIT 3 - MMRP 633
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 19 Fleets, which applies to all self-propelled off-road diesel vehicles 25 horsepower or greater used in California and most two-engine vehicles (except on-road twoengine sweepers). These provisions include imposing limits on idling and requiring a written idling policy. It also requires fleets to reduce their emissions by retiring, replacing, or repowering older engines, or by installing Verified Diesel Emission Control Strategies (i.e., exhaust retrofits).

AIR-1: Comply with SJVAPCD Rule 9510 for project construction.

AIR-2: Comply with SJVAPCD Regulation VIII for the control of dust emissions, submit a project Dust Control Plan.

AIR-3: Architectural Coatings: VOC content of <10 g/L.

AIR-4: Comply with SJVAPCD:

AIR-5: Provide transit and ridesharing information for construction workers.

AIR-6: Contractor to locations for food or catering truck service to construction workers.

AIR-7: Use cleanest available off-road construction equipment (recommended by SJVAPCD).
periodically reporting
compliance with these
conditions to the
Community Development
Department.

Impact GHG-2: Project GHG Operational Emissions and Consistency with Applicable Plans and Policies. This is a potentially significant impact.

AIR-8: Comply with SJVAPCD Rule 9510 requirements for project operations.

AIR-9: Employers with 100 employees shall submit an Employer Trip As provided in Chapter

6.0 Air Quality
As provided in Chapter 6.0
Air Quality
EXHIBIT 3 - MMRP 634
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 20 Reduction Implementation Plan (ETRIP) to the City for review and approval.

AIR-10: Comply with SJVAPCD Rule 4101prohibiting emissions of visible air contaminants.

AIR-11: Comply with SJVAPCD Rule 4601 limiting VOC emissions from architectural coatings.

AIR-12: Buildings to be solar ready, and install solar panels to provide power for operational base power use.

AIR-13: Emission standards for heavy-duty trucks (Class 7 and 8) domiciled on the project site, clean vehicle requirements.

AIR-14: Zero Emission Vehicles: Emission standards for vehicles/delivery vans/trucks (Class 2 through 6), clean vehicle requirements.

AIR-15: Demonstrate compliance with “clean fleet” requirements in AMM-2 and AMM-3 within 30-days of occupancy. Operator shall submit Clean Fleet condition of approval compliance report at December 31, 2023, 2025 and 2027, triannually afterward. In the event of a disruption in clean fleet supply, the applicant will implement a Voluntary Emissions Reduction Agreement (VERA).

AIR-16: Submittal of Clean Fleet condition of approval compliance report within 30 days of, but not later than, the following dates: December 31, 2023, December 31, 2025, and December 31, 2027.

AIR-17: Requirement for forklifts, yard trucks and yard equipment, all zero emission.

AIR-18: Limit truck idling to a maximum of three minutes.

EXHIBIT 3 - MMRP 635
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 21 AIR-19: Operators to provide electric truck charging facility.

AIR-20: Operators to provide locations for food or catering truck service.

AIR-21: Operators to provide employees with alternative commute information.

AIR-22: Yard Sweeping: Operators to provide periodic yard and parking area sweeping to minimize dust generation.

AIR-23: Diesel Generators: Operators shall prohibit the use of diesel generators.

AIR-24: Emission controls for trucks or truck fleets domiciled at the project site.

AIR-25: Operators participate in EPA SmartWay.

AIR-26: Operators shall designate smoking areas at least 25 feet from the nearest property line.

AIR-27: Project construction is subject to adopted City building codes, including adopted Green Building Standards Code, Tier 2 advanced energy efficiency requirements for specified divisions.

EXHIBIT 3 - MMRP 636
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 22

11.0 HAZARDS
Impact HAZ-1: Hazardous Material Transportation and Storage. This is a potentially significant issue.

HAZ-1: New business on the project site that may handle quantities of hazardous materials equal to or greater than 55 gallons of a liquid, 500 pounds of a solid, or 200 cubic feet of a compressed gas at any given time shall submit a Hazardous Materials Business Plan to the Certified Unified Program Agency (CUPA) of San Joaquin County. The Hazardous Materials Business Plan shall include an inventory of hazardous materials and hazardous wastes and an emergency response plan for incidents involving hazardous materials and wastes.

HAZ-2: Proposed business uses that involve the manufacture, storage, handling, or processing of hazardous materials in sufficient quantities that would require s Hazardous Materials Business Plan and the use is within 1,000 feet of a residential zoning district, the project shall comply with Stockton Municipal Code Section 16.36.080, which governs use, handling, storage, and transportation of hazardous materials.

Applicant will be
responsible for
compliance with
hazardous material
regulations.

The San Joaquin County
CUPA will be responsible for
monitoring compliance.

Impact HAZ-2: Hazardous Materials Release. This is a potentially significant issue.

GEO-1: The project shall obtain a Notice of Intent issued by the SWRCB for compliance with the Construction General Permit. The project shall prepare and implement a Storm Water Pollution Prevention Plan (SWPPP) including a site map, description of construction activities and identification of Best Management Practices (BMPs) that will prevent soil erosion and discharge of other construction-related pollutants.

Applicant will be
responsible for all
activities related to the
Construction General
Permit.

CDD Building and Public
Works will be responsible for
ensuring that project has
complied with Construction
General Permit
GEO-2: The project applicant shall comply with Stockton Municipal Code Section 15.48.050, which requires construction activities to be designed and conducted to minimize discharge of sediment and all other pollutants and Section Applicant will be
responsible for
incorporation of these
CDD Building and Public
Works will be responsible for
ensuring that project has
EXHIBIT 3 - MMRP 637
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 23

15.48.070, which contains standards for implementation of Best Management Practices.
standards in project plans
and specifications.
complied with Construction
General Permit
Impact HAZ-4: Airport Hazards. This is a potentially significant issue.

HAZ-3: The project shall be submitted to the San Joaquin County Airport Land Use Commission for review of project-associated objects that exceed 100 feet in height
CDD Planning staff is
responsible for submitting
project information to
ALUC.

CDD Planning will be
responsible for ensuring that
ALUC review is completed,
and requirements
incorporated into conditions
of approval

12.0 HYDROLOGY AND WATER QUALITY
Impact: HYDRO -1: Surface Water Resources and Quality. This is a potentially significant issue.

Implement storm water quality protections described in GEO-HYDRO-1: Industrial uses on the project shall obtain coverage under the Central Valley RWQCB Industrial General Permit program and implement pollution control measures using the best available technology economically achievable and best conventional pollutant control technology. All facility operators shall prepare, retain on site, and implement a SWPPP implementing applicable Industrial General Permit requirements, including a monitoring program.

As described in GEO-1
Applicant will be
responsible for obtaining
coverage under the
Industrial General Permit.

As described in GEO-1
Municipal Utilities will be
responsible for ensuring that
Industrial Permit coverage is
obtained.

13.0 LAND USE AND PLANNING
EXHIBIT 3 - MMRP 638
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 24 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.

Increase in Noise Levels in Excess of Standards-Other Project Noise. This is a potentially significant issue NOISE-2: 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.

NOISE-3: Project operation shall at all times comply with the provisions of Stockton Municipal Code Chapter 16.60, including:

Section 16.60.040, which states that new or expanded commercial, industrial, and other land use-related noise sources shall mitigate their noise levels such that The applicant 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 CDD Planning 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,
EXHIBIT 3 - MMRP 639
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 25 they do not adversely impact noise-sensitive land uses (e.g., residences) and do not exceed City noise standards.

Increase in Noise Levels in Excess of Standards-Construction. This is a potentially significant issue.

NOISE-4: 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.

NOISE-5: Project construction comply with the provisions of Stockton Municipal Code Chapter 16.60, including:

Section 16.60.030, which contains restrictions on construction noise, including operating or causing the operation of tools or equipment on private property used in alteration, construction, demolition, drilling, or repair work between the hours of 10:00 p.m. and 7:00 a.m. so that the sound creates a noise disturbance across a residential property line, except for emergency work of public service utilities. [Proposed EIR mitigation measure NOISE-2 more restrictive on construction days and hours.

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

The CDD Planning will be
responsible for monitoring
compliance with these
requirements.

15.0 PUBLIC SERVICES AND RECREATION
EXHIBIT 3 - MMRP 640
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 26 Impact PSR-1: Fire Protection Services. This is a potentially significant issue.

PSR-1: Project buildings shall include an Early Suppression, Fast Response (ESFR) fire sprinkler system.

Applicant will be
responsible for design and
installation of the ESFR
system
CDD Building will be
responsible for checking
plans for and inspection of
the required system
PSR-2: City departments, including Fire, Community Development, and Finance, together with industrial project proponents, shall develop and implement a plan for financing, construction and staffing of a new fire station in the vicinity of the project site. Development and implementation of the plan will involve a multiyear process helping the Department meet increasing service demands and to reduce response times. The project applicant shall contribute to the costs of constructing and staffing the new fire station in accordance with the adopted plan.

Stockton Fire will be
responsible overseeing
new fire station and CFD
process

16.0 TRANSPORTATION
TRANS-1: Motor Vehicle Transportation Plans – Intersections. Level of significance is not applicable under LOS analysis.

TRANS-1: The project applicant should contribute fair-share costs to an improvement on the Mariposa Road and 8th 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-southeastbound right-turn lane. Existing pavement width is considered adequate to accommodate this improvement.

The applicant will be
responsible for design and
install of “end of trip”
facilities.

CDD Planning will be
responsible for ensuring plans
and specs include required
facilities
TRANS-2: The project applicant should contribute fair-share costs to an improvement on the Mariposa Road and Carpenter Road intersection that would Owner or tenant will be
responsible for
CDD Planning will be
responsible for verifying that
EXHIBIT 3 - MMRP 641
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 27 widen the northeast-bound Carpenter Road approach to include an exclusive northeast-bound-to northwest-bound left-turn lane, and a combined through/rightturn lane. (See also Mitigation Measure AIR-1 in Chapter 6.0, Air Quality.) implementing vanpool or
shuttle program and
submittal of
documentation to the city
program is in place an
operating
TRANS-2: Motor Vehicle Transportation Plans - Roadway Segments. Level of significance is not applicable under LOS analysis.

TRANS-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.

Owner or tenant will be
responsible for
implementing vanpool or
shuttle program and
submittal of
documentation to the city
CDD Planning will be
responsible for verifying that
program is in place an
operating
TRANS-6: Consistency with CEQA Guidelines Section 15064.3(b). Level of significance is not applicable under LOS analysis.

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.

TRANS-3: The project shall implement SJVAPCD Rule 9410. Rule 9410, which requires employers with at least 100 employees to implement a trip reduction/transportation demand management program, or ETRIP. [See Air Quality section above.] ETRIP requirements are consistent with a Commute Trip Reduction Owner or tenant will be
responsible for
implementing vanpool or
shuttle program and
submittal of
documentation to the city
CDD Planning will be
responsible for verifying that
program is in place an
operating
EXHIBIT 3 - MMRP 642
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 28 program recommended by the traffic impact study as a mitigation measure. See also EIR Mitigation Measures TRANS-1 and TRANS-2, which require "end-of-trip" facilities and an employer-sponsored vanpool or shuttle.

17.0 UTILITIES AND ENERGY
Impact UTIL-4: Solid Waste. This is a potentially significant impact.

UTIL-1: As a Condition of Approval, the project applicant shall comply with the provisions of Stockton Municipal Code Sections 8.28.020 through 8.28.070 regarding construction and demolition waste. Permit applicants for the project shall be required to meet the waste diversion requirement of at least 50 percent of materials generated as discards by the project, regardless of whether the permit applicant performs the work or hires contractors, subcontractors, or others to perform the work.

Applicant will be
responsible for
compliance with
construction waste
recycling requirements.

CDD Building will be
responsible for overseeing
construction waste recycling.

Impact UTIL-6: Project Energy Consumption. This is a potentially significant impact.

EXHIBIT 3 - MMRP 643
Impact/Mitigation Measures Implementation
Responsibility
Monitoring/Reporting
Responsibility
Mariposa Industrial Park, Findings and Mitigation Monitoring/Reporting Table Page 29 UTIL-2: As a Condition of Approval, the project applicant shall comply with the most recent version of the California Energy Code adopted by the City of Stockton at the time of project approval.

AIR-9: Employers with 100 employees shall submit an Employer Trip Reduction Implementation Plan (ETRIP) to the City for review and approval.

AIR-12: Buildings to be solar ready, and install solar panels to provide power for operational base power use.

Applicant will be
responsible for
incorporating Energy
Code requirements in
project plans and
specifications.

CDD Building will be
responsible for review and
approval of building plans
and specifications.

EXHIBIT 3 - MMRP 644
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, to 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 645
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 State of California Department of Justice Attorney General’s Office and the Sierra Club provided communication to staff related to concerns with the environmental effects of the project immediately before the public hearing was scheduled to occur. Based on the communication received, Staff elected to postpone the public hearing to a future date; and
The Attorney General’s Office and the Sierra Club presented additional mitigation measures which were evaluated and incorporated into the document where appropriate, however did not cause changes or reevaluation of the existing technical studies prepared, thus the DEIR was not required to be recirculated; and On November 15, 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.
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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 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 (2) 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;
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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); and
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.

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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7. The City Manager is authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED December 6, 2022 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
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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 - CITY SERVICES PLAN 650
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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 - CITY SERVICES PLAN 651
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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 - CITY SERVICES PLAN 652
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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 - CITY SERVICES PLAN 653
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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 - CITY SERVICES PLAN 654
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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 - CITY SERVICES PLAN 655
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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 - CITY SERVICES PLAN 656
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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.

EXHIBIT 1 - CITY SERVICES PLAN 657
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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 - CITY SERVICES PLAN 658
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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.

EXHIBIT 1 - CITY SERVICES PLAN 659
Mariposa Industrial Park Annexation Report Page 11
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.

EXHIBIT 1 - CITY SERVICES PLAN 660
Mariposa Industrial Park Annexation Report Page 12
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
EXHIBIT 1 - CITY SERVICES PLAN 661
Mariposa Industrial Park Annexation Report Page 13

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 - CITY SERVICES PLAN 662
Mariposa Industrial Park Annexation Report Page 14
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.

EXHIBIT 1 - CITY SERVICES PLAN 663
Mariposa Industrial Park Annexation Report Page 15
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 - CITY SERVICES PLAN 664
Mariposa Industrial Park Annexation Report Page 16
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 - CITY SERVICES PLAN 665
Mariposa Industrial Park Annexation Report Page 17
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 - CITY SERVICES PLAN 666
Mariposa Industrial Park Annexation Report Page 18
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 - CITY SERVICES PLAN 667
Mariposa Industrial Park Annexation Report Page 19

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 - CITY SERVICES PLAN 668
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 - CITY SERVICES PLAN 669
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 - CITY SERVICES PLAN 670
BaseCamp
Figure 3
BaseCamp Environmental STOCKTON GENERAL PLAN DESIGNATIONS

PROJECT SITE
EXHIBIT 1 - CITY SERVICES PLAN 671
BaseCamp
Figure 4

SPHERE OF INFLUENCE/
BaseCamp Environmental 10-YEAR PLANNING HORIZON
!
!
!
EXHIBIT 1 - CITY SERVICES PLAN 672
Figure 5
BaseCamp Environmental PROJECT AREA INDUSTRIAL DEVELOPMENT LEGEND
Existing Industrial
Approved Industrial
Institutional

PROJECT SITE
EXHIBIT 1 - CITY SERVICES PLAN 673

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 - CITY SERVICES PLAN 674
EXHIBITS 1-6

ESTIMATED PROJECT REVENUE SOURCES
EXHIBIT 1 - CITY SERVICES PLAN 675
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 - CITY SERVICES PLAN 676
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 - CITY SERVICES PLAN 677
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 - CITY SERVICES PLAN 678
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 - CITY SERVICES PLAN 679
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 - CITY SERVICES PLAN 680
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 - CITY SERVICES PLAN 681
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 - CITY SERVICES PLAN 682
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 - CITY SERVICES PLAN 683
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 - CITY SERVICES PLAN 684
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 685
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 686
EXHIBIT 2 - Prezone Description and Map 687
EXHIBIT 2 - Prezone Description and Map 688
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 689
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 690

Page 1 ends

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 - DRAFT MONTEZUMA AGREEMENT 691

Page 2 ends

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 - DRAFT MONTEZUMA AGREEMENT 692

Page 3 ends

EXHIBIT “A”
EXHIBIT 3 - DRAFT MONTEZUMA AGREEMENT 693

Page 4 ends

EXHIBIT “B”
EXHIBIT 3 - DRAFT MONTEZUMA AGREEMENT 694
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 - DRAFT MONTEZUMA AGREEMENT 695
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))

Page 1 of 4 ends

EXHIBIT 3 - DRAFT MONTEZUMA AGREEMENT 696
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 - DRAFT MONTEZUMA AGREEMENT 697
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 - DRAFT MONTEZUMA AGREEMENT 698
FIGURE -7: 10-YEAR PLANNING HORIZON ANNEXATION AREAS
Source: City of Stockton, 2016 Placeworks, revised February 22, 2022 EXHIBIT 4 - MSR 10 YR HORIZON 699
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); and
On December 6, 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 December 6, 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), that:
700
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.
//
//
//
701
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
702
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:

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 703
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.

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 704
EXHIBIT 1 - Prezone Description and Map 705
EXHIBIT 1 - Prezone Description and Map 706
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 707
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 708
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.
//
//
709
2 SECTION II. Development Agreement
Pursuant to Stockton Municipal Code Section 16.128.070, the Stockton City Council has conducted a public hearing on December 6, 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
710

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 - Development Agreement 711

EXHIBIT 1 - Development Agreement 712

TABLE OF CONTENTS
Page
-iARTICLE 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 - Development Agreement 713

TABLE OF CONTENTS
(continued)
Page
-iiARTICLE 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 - Development Agreement 714

TABLE OF CONTENTS
(continued)
Page
-iiARTICLE 14. DEFAULT; REMEDIES; TERMINATION ...........................................................

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

EXHIBIT 1 - Development Agreement 715

TABLE OF CONTENTS
(continued)
Page
-iiEXHIBIT 1 - Development Agreement 716
1 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 shown on Exhibit B hereto, is referred to herein as the “Project.” E. This Agreement sets forth, among other things, the applicable fees, policies and zoning requirements that apply to development of the Property, and is intended by the City EXHIBIT 1 - Development Agreement 717
2 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 March 10, 2022, recommended, by adoption of Resolution No. 2022-03-10-0501-01 and 2022-03-10-0501-02, 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 - Development Agreement 718
3 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 - Development Agreement 719
4 “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 - Development Agreement 720
5 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 - Development Agreement 721
6 “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 - Development Agreement 722
7 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 - Development Agreement 723
8 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 - Development Agreement 724
9 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 - Development Agreement 725
10 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 - Development Agreement 726
11 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 - Development Agreement 727
12 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 - Development Agreement 728
13 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 - Development Agreement 729
14 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.

EXHIBIT 1 - Development Agreement 730
15 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.

EXHIBIT 1 - Development Agreement 731
16 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. Developer agrees to and shall comply with the mitigation measures attached hereto as Exhibit C and with all applicable mitigation measures in the MIP EIR, as described in the Mitigation Monitoring/Reporting Program approved by the City on December 6, 2022. Developer shall include in all tenant lease agreements for the project site a provision requiring the tenant/lessee to comply with all applicable requirements of the measures in this Section 8.3, a copy of which shall be attached to each tenant/lease agreement.

EXHIBIT 1 - Development Agreement 732
17 8.3.1 Prohibition on Cold Storage and Transport Refrigeration Units. Cold storage facilities are prohibited on the site and transport refrigeration units (TRUs) may not enter the site. Any future proposal to construct cold storage facilities on the site or to allow TRUs to enter the site shall require an amendment to this Agreement that shall be deemed and processed as a Major Modification to this Agreement, an application to the City for a conditional use permit, and be subject to review under the California Environmental Quality Act and Stockton Municipal Code Chapter 16.168.

8.3.2 Additional Construction Requirements. Construction plans shall include a 10-foot by 65-foot landscaped berm along the 623-lineal foot and 493-lineal foot portions of the west line of the site, located north and south of Marfargoa Road, as shown on Exhibit B.

Landscaping of the berm shall include fast-growing evergreen trees to provide maximum visual screening, as determined by a qualified landscape architect. Construction plans shall also include a 10-foot wall along the 881-lineal foot and 1,316-lineal foot portions of the west line of the site, located north and south of Clark Drive, as shown on Exhibit B. Construction plans shall also identify a 60-foot “no truck” zone along the entire length of the west line of the site, as shown on Exhibit B. Construction plans shall also identify and prohibit building construction within a setback area located a minimum of 300 feet from the property line of residential properties along Marfargoa Road and Clark Drive, as shown on Exhibit B. Notwithstanding the foregoing, the stairwells of ancillary/accessory buildings may encroach into the 300-foot setback area.

8.3.3 Additional Signage Requirements. The City shall coordinate with the County to develop and install signage prohibiting non-emergency vehicle access to the project site from Clark Drive or Marfargoa Road. Developer will be responsible for the costs of the signage determined to be appropriate by the City and the County.

8.3.4 Additional Financial Contribution. Prior to the issuance of a grading permit, Developer will provide $200,000 to a non-profit organization serving disadvantaged residents of San Joaquin County approved by the City’s Community Development Director, to fund a program to reduce exposure to emissions and noise from vehicle and truck traffic and industrial operations, for residents located with within the geographic area bounded by Munford Avenue, Mariposa Road, Little John’s Creek and the SR99 Frontage Road. The program may fund or reimburse home air filtration systems, HVAC modifications, window replacements, weather stripping, or similar improvements; publicly available electric vehicle charging station(s); and/or air quality monitoring sensors with publicly available real time data (such as PurpleAir censors).

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

EXHIBIT 1 - Development Agreement 733
18 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 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.

EXHIBIT 1 - Development Agreement 734
19 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 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.

EXHIBIT 1 - Development Agreement 735
20 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 at a duly noticed public hearing 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 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 EXHIBIT 1 - Development Agreement 736
21 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 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 EXHIBIT 1 - Development Agreement 737
22 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.

ARTICLE 13.

ASSIGNMENT
General. Because of the necessity to coordinate development of the entirety EXHIBIT 1 - Development Agreement 738
23 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 D, 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.

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 EXHIBIT 1 - Development Agreement 739
24 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 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 EXHIBIT 1 - Development Agreement 740
25 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.

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 EXHIBIT 1 - Development Agreement 741
26 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.

Covenants 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 - Development Agreement 742
27 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 - Development Agreement 743
28 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 - Development Agreement 744
29 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 - Development Agreement 745
30 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-1: Property Description
Exhibit A-2: Site Map
Exhibit B: Project Modifications
Exhibit C: Mitigation Monitoring/Reporting Program
Exhibit D: Form of Assignment and Assumption Agreement
[SIGNATURES ON FOLLOWING PAGE]
EXHIBIT 1 - Development Agreement 746
31 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:

Lori M. Asuncion, City Attorney
DEVELOPER:

By:

Name:

Its:

By:

Name:

Its:
[Signatures must be notarized]
EXHIBIT 1 - Development Agreement 747
Exhibit A-1
EXHIBIT A-1
[Property Description – To be Inserted]
EXHIBIT 1 - Development Agreement 748
2 EXHIBIT A-2
[Site Map – To be Inserted]
EXHIBIT 1 - Development Agreement 749
Exhibit B

EXHIBIT B
[Project Modifications – To be Inserted]
EXHIBIT 1 - Development Agreement 750
1 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
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)
)
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)
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(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-1 to the Development Agreement and shown on the map attached to the Development Agreement as Exhibit A-2 (“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 EXHIBIT 1 - Development Agreement 751
2 that the assignor and the assignee document the assignment in an agreement substantially in the form of this Assignment Agreement.

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 EXHIBIT 1 - Development Agreement 752
3 the documents evidencing the formation of Assignee, which have been delivered to City, are true and complete copies of the originals, as 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 EXHIBIT 1 - Development Agreement 753
4 provisions of the Development Agreement are hereby ratified and shall remain in full force and effect.

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.

EXHIBIT 1 - Development Agreement 754
5 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.

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 - Development Agreement 755
6 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 - Development Agreement 756
7 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 - Development Agreement 757
EXHIBIT 1 - Development Agreement 758
EXHIBIT 1 - Development Agreement 759
City of Stockton, CA January 31, 2022
Locati on Map and Aerial Photo
Property Information
Property ID 17922019-109393
Location 5110 E MARIPOSA RD
Owner

MAP FOR REFERENCE ONLY

NOT A LEGAL DOCUMENT
City of Stockton, CA makes no claims and no warranties, expressed or implied, concerning the validity or accuracy of the GIS data presented on this map.

Geometry updated 01/19/2022
Data updated 01/03/2022
Print map scale is approximate.

Critical layout or measurement
activities should not be done using
this resource.
1" = 2104.9041695198844 ft
EXHIBIT 1 - Development Agreement 760
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
NOV., 2022
SHEET
250 Cherry Lane, Suite 107, 208 Manteca, CA 95337Phone: (209) 328-1123 www.kierwright.com

PROJECT MODIFICATIONS AS SHOWN
1 OF 2
NORTH
EXHIBIT "B"
EXHIBIT 1 - Development Agreement 761
PROJECT MODIFICATIONS AS SHOWN SAN JOAQUIN COUNTY, CALIFORNIA 2 OF 2 BYJOB NO. DATE MBE / JTQ A20631-1 NOV., 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" · · · EXHIBIT 1 - Development Agreement
762
Resolution No.

STOCKTON CITY COUNCIL

RESOLUTION APPROVING A SETTLEMENT AGREEMENT WITH THE SIERRA

CLUB AND GREENLAW PARTNERS, LLC AND A MEMORANDUM OF

UNDERSTANDING WITH THE STATE OF CALIFORNIA DEPARTMENT OF JUSTICE FOR A PROPOSED INDUSTRIAL DEVELOPMENT AT 5110, 5150, 5268, 5280, AND 5290 MARIPOSA ROAD, 4500 EAST CLARK ROAD, AND 4600 AND 4610 MARFARGOA DRIVE (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; and On December 14, 2020, a Notice of Preparation (NOP) was distributed for public review and comment, to evaluate if an Environmental Impact Report (EIR) would be required for the project, and what should be evaluated. The State Clearinghouse subsequently transmitted the NOP to State agencies on December 16, 2020. The City’s NOP period closed on January 12, 2021, and the State Clearinghouse review period closed on January 14, 2021; and
A Draft Environmental Impact Report (EIR) was prepared for the project, in accordance with the California Environmental Quality Act (CEQA) and distributed locally and through the State Clearinghouse for agency and public comments between August 24, 2021, through October 7, 2021. The Draft EIR identified potentially significant environmental impacts which could occur from development of the Project, and where feasible, application of mitigation measures that would reduce the impacts to a level of less than significant; and
The Draft EIR addressed environmental impacts associated with the proposed Project that are known to the City, and that were raised during the NOP process, or that were raised during the preparation of the Draft EIR. A Mitigation Monitoring and Reporting Program has been prepared as well as a Statement of Overriding Consideration (SOC) for environmental effects of the project that are unable to be fully mitigated; and
On March 10, 2022, the Planning Commission conducted a public hearing on the application, in compliance with SMC Section 16.88.040, at which point all persons wishing to be heard were provided such opportunity, and prior to acting on this request, the Planning Commission considered and recommended certification of a Final EIR (SCH #2020120283) prepared pursuant to the California Environmental Quality Act (CEQA); and
763
On April 19, 2022, the State of California Department of Justice Attorney General’s Office and the Sierra Club provided communication to staff related to concerns with the environmental effects of the project immediately before the City Council public hearing for April 19, 2022, was scheduled to occur. Based on the communication received, Staff elected to postpone the public hearing to a future date; and The Attorney General’s Office and the Sierra Club presented additional mitigation measures which were evaluated and incorporated into the document where appropriate, however they did not trigger changes or reevaluation of the existing technical studies prepared, thus the DEIR was not required to be recirculated; and Following discussion and negotiations between the Sierra Club, the State of California Attorney General’s Office, the City, and the Applicant, an agreement was reached; and
A Settlement Agreement memorializing the terms agreed to by the Sierra Club, the City, and the Applicant was drafted and reviewed by all parties; and A Memorandum of Understanding memorializing the terms agreed to by the State of California Attorney General’s Office and the City was drafted and reviewed by both parties; and
On December 6, 2022, the City Council convened a public hearing regarding the Planning Commission’s decision. The City Council considered the requested recommendations of the Planning Commission based on the findings indicated in said resolution; now, therefore,

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

1. The foregoing recitals are true and correct and are incorporated by this reference.

2. Based on its review of the entire record herein, the City Council finds:
a. A Final Environmental Impact Report with Statement of Overriding Considerations, Findings, and Mitigation Monitoring and Reporting Program has been prepared for the project.
b. A Settlement Agreement with the Sierra Club and applicant is approved and incorporated by this reference as Exhibit 1.
c. A Memorandum of Understanding with the State of California Department of Justice Attorney General is approved and incorporated by this reference in Exhibit 2.
764
d. The City Manager and City Attorney are authorized to take whatever actions are necessary and appropriate to carry out the purpose and intent of this Resolution.

PASSED, APPROVED, and ADOPTED December 6, 2022 .

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

ELIZA R. GARZA, CMC
City Clerk of the City of Stockton
765
1 SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release of All Claims (“Agreement”) is entered into by and between the Sierra Club, a California nonprofit public benefit association, the City of Stockton (“City”), a municipal services corporation, and Greenlaw Development, LLC, a California limited liability company (“Developer”), (collectively referred to as “Parties” or singularly “Party”), to terminate fully and finally all disputes concerning the matters set forth below.

RECITALS
WHEREAS, Developer, proposes to develop an approximately 203-acre site in the South Stockton area commonly known as the Mariposa Industrial Park for light industrial land uses (the “Project”). The conceptual site plan proposes construction and operation of 3,616,870 square feet of warehouse and ancillary office uses, approximately 1,831 auto parking spaces, 1,107 truck and trailer parking spaces, and related infrastructure. Developer has applied to the City for the following project approvals: (1) adoption of a Resolution certifying the Mariposa Industrial Park Environmental Impact Report (SCH #2020120283) (“EIR”), including a Statement of Overriding Considerations, and adoption of a Mitigation Monitoring and Reporting Program (“MMRP”); and (2) adoption of an Ordinance for the Pre-zoning of APNs 179-220-10; -11; -12; -13; -16; -17; -18-; 19; and -24 (the “Property”) to Industrial, Limited (IL); and (3) adoption an Ordinance for a Development Agreement; and (4) adoption of a Resolution authorizing the filing of an annexation application with the San Joaquin Local Agency Formation Commission (collectively the “Project Approvals”); and
WHEREAS, The Sierra Club and the California Attorney General submitted comments on the EIR requesting that additional air quality and other mitigation measures be included in the EIR and MMRP for the Project and that a fund to mitigate impacts on affected residents be created; and
WHEREAS, the Parties wish to resolve fully and finally all disputes which may exist between the Parties concerning the Project Approvals.

NOW, THEREFORE, based upon the foregoing recitals and the terms, conditions, covenants, and agreements contained above and incorporated in full below, the Parties agree as follows:

AGREEMENT
For good and valuable consideration, the receipt of which is acknowledged by each Party hereto, the Parties promise and agree as follows:

1. If the City approves the Project, and (i) the certified EIR and adopted MMRP include all of the Mitigation Measures in the attached Mariposa Industrial Project Enhanced Measures, and (ii) the authorized Development Agreement includes all of the revised terms in the attached Mariposa Industrial Project Enhanced Measures, then (iii) neither the Sierra Club nor any of its affiliates will file any complaints, claims, grievances, special proceedings or any other actions against the City or Developer with any state, EXHIBIT 1 - Settlement Agreement 766
2 federal, or local agency or court challenging the Project Approvals or the proposed annexation of the Project site to the City of Stockton. If an affiliate of the Sierra Club is determined to have made a challenge to the Project Approvals or the proposed annexation of the Project site to the City of Stockton in violation of this Section 1, such violation shall constitute a breach of this Agreement by the Sierra Club.

2. The City will draft and consider a comprehensive Warehouse Sustainability Ordinance for future projects that establishes development standards for the construction of industrial warehousing and distribution facilities that exceed 100,000 square feet subject to periodic review for consistency with current regulatory agency recommendations before December 31, 2023. The City may incorporate the addition of warehouse sustainability requirements through its current Development Code revision/update process, provided that the ordinance is considered before December 31, 2023. City staff shall recommend adoption of the ordinance.

3. The City agrees that the Mitigation Measures in the attached Mariposa Industrial Project Enhanced Measures are designed to mitigate potentially significant environmental impacts of warehouse projects. If, prior to adopting the Warehouse Sustainability Ordinance, the City considers approving a project that proposes to develop industrial warehousing or distribution facilities that exceed 100,000 square feet, the City shall include all such applicable measures from the Mariposa Industrial Project Enhanced Measures in any Environmental Impact Report or Mitigated Negative Declaration for the project and consider requiring the project to comply with them.

4. Developer agrees to comply with the attached Mariposa Industrial Project Enhanced Measures and will comply with all applicable City building code requirements.

5. If the City approves the Project, the City will coordinate with the County of San Joaquin to develop and install signage prohibiting non-emergency vehicle access to the project site from Clark Drive or Marfargoa Road. Developer will be responsible for the costs of signage determined to be appropriate by the City and the County.

6. Developer shall pay Sierra Club $34,350 as reimbursement for Sierra Club’s attorney’s fees and costs incurred in the administrative phase of the Project Approvals. Payment shall be made to the Shute, Mihaly & Weinberger LLP trust account. Developer shall make this payment within ten (10) days of the expiration of the statute of limitations set forth in Section 21167 of the Public Resources Code on actions or proceedings to attack, review, set aside, void, or annul the City of Stockton’s determination of CEQA compliance for the Project Approvals, provided that no such action or proceeding has been initiated by the Sierra Club or its affiliates.

7. This Agreement shall be effective and binding upon the Parties only after the execution of both (1) this Agreement by all parties, and (2) the execution of a Memorandum of Understanding between the California Attorney General and the City relating to the City considering an ordinance to establish development standards for industrial warehouse land uses.

EXHIBIT 1 - Settlement Agreement 767
3 8. Miscellaneous.
a. Exclusive Remedies. The Parties’ sole and exclusive remedy for breach of this Agreement shall be an action for specific performance or injunction. In no event shall any Party be entitled to monetary damages for breach of this Agreement. In addition, no legal action for specific performance or injunction shall be brought or maintained until: (a) the non-breaching Party provides written notice to the breaching Party which explains with particularity the nature of the claimed breach, and (b) within thirty (30) days after receipt of said notice, the breaching Party fails to cure the claimed breach or, in the case of a claimed breach which cannot be reasonably remedied within a thirty (30) day period, the breaching Party fails to commence to cure the claimed breach within such thirty (30) day period, and thereafter diligently complete the activities reasonably necessary to remedy the claimed breach.
b. All notices and other communications required to be provided pursuant to this Agreement shall be by electronic mail and by first class mail to the following persons at the following addresses:

SIERRA CLUB:

Margo Praus
Delta-Sierra Group
P.O. Box 9258
Stockton, CA 95208
[email protected]
with copy to:

Sierra Club
Aaron Isherwood, Coordinating Attorney
2101 Webster St., Suite 1300
Oakland, CA 94612
[email protected]
with copy to:

Shute, Mihaly & Weinberger LLP
Heather Minner
396 Hayes Street
San Francisco, CA 94102
[email protected]
EXHIBIT 1 - Settlement Agreement 768
4 GREENLAW DEVELOPMENT, LLC:

Greenlaw Partners
18301 Von Karmen Avenue, Suite 250
Irvine, CA 92612
Attn: Rob Mitchell
Email: [email protected]
with copy to:

Cochran Law Group
18301 Von Karman Avenue, Suite 270
Irvine, California 92612
Attn: Thia Cochran
Email: [email protected]
with copy to:

Law Office of Daniel P. Doporto
Daniel P. Doporto
3478 Buskirk Avenue, Suite 1000
Pleasant Hill, CA 94523
Email: [email protected]
CITY OF STOCKTON:

City Attorney’s Office
425 N. El Dorado Street
Stockton, CA 95202
[email protected]
with copy to:

City Manager’s Office
425 N. El Dorado Street
Stockton, CA 95202
[email protected]
c. Binding on Successors. The terms, covenants, and conditions of this Agreement shall be binding upon and shall inure to the benefit of the heirs, executors, administrators, successors and assignees of the respective Parties.

Developer shall record a copy of this Agreement against the Property. Developer will provide a copy of the recorded Agreement to Sierra Club within fifteen (15) days of such recording. The Parties shall give notice to all other Parties of any successor or assignee to the Party.

EXHIBIT 1 - Settlement Agreement 769
5 d. Non-Admission of Liability. The Parties acknowledge and agree that this Agreement is a settlement of disputed claims. Neither the fact that the Parties have settled nor the terms of this Agreement shall be construed in any manner as an admission of any liability by any Party.
e. Assistance of Counsel. The Parties each specifically represent that they have consulted to their satisfaction with and received independent advice from their respective counsel prior to executing this Agreement concerning the terms and conditions of this Agreement.
f. Waiver. Failure to insist on compliance with any term, covenant or condition contained in this Agreement shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power contained in this Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times. g. Severability. Should any portion, word, clause, phrase, sentence or paragraph of this Agreement be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected.
h. Governing Law and Venue. This Agreement is made and entered into in the State of California, and shall in all respects be interpreted, enforced and governed under the laws of said State without giving effect to conflicts of laws principles. Any action to enforce, invalidate, or interpret any provision of this Agreement shall be brought in San Joaquin County Superior Court.
i. Entire Agreement. This Agreement constitutes the entire agreement between the Parties who have executed it and supersedes any and all other agreements, understandings, negotiations, or discussions, either oral or in writing, express or implied between the Parties to this Agreement. No representation, inducement, promise, agreement or warranty not contained in this Agreement, including, but not limited to, any purported supplements, modifications, waivers, or terminations of this Agreement shall be valid or binding, unless executed in writing by all of the Parties to this Agreement.
j. Each of the signatories hereto represents and warrants that he or she is competent and authorized to enter into this Agreement on behalf of the Party for whom he or she purports to sign.
k. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered an original but all of which shall constitute on agreement.
[SIGNATURES COMMENCE ON FOLLOWING PAGE]
EXHIBIT 1 - Settlement Agreement 770
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EXHIBIT 1 - Settlement Agreement 771

MARIPOSA INDUSTRIAL PROJECT

ENHANCED MEASURES
1 The Final EIR Mitigation Measures will be revised to include the following:

AMM AIR-1: Solar Power: Owners, operators or tenants shall include with the building permit application, sufficient solar panels to provide power for the operation’s base power use at the start of operations and as base power use demand increases. Project sponsor shall include analysis of (a) projected power requirements at the start of operations and as base power demand increases corresponding to the implementation of the “clean fleet” requirements, and (b) generating capacity of the solar installation.

AMM AIR -1 (continued): CDD shall verify the size and scope of the solar project based upon the analysis of the projected power requirements and generating capacity as well as the available solar panel installation space. The photovoltaic system shall include a battery storage system to serve the facility in the event of a power outage to the extent required by the 2022 or later California Building Standards Code.

AMM AIR -1 (continued): In the event sufficient space is not available on the subject lot to accommodate the needed number of solar panels to produce the operation’s base or anticipated power use, the applicant shall demonstrate how all available space has been maximized (e.g., roof, parking areas, etc.). Areas which provide truck movement may be excluded from these calculations unless otherwise deemed acceptable by the supplied reports.

AMM AIR -1 (continued): The developer or tenant, or qualified solar provider engaged by the developer or tenant shall timely order all equipment and shall install the system when the City has approved building permits and the necessary equipment has arrived. The developer or tenant shall commence operation of the system when it has received permission to operate from the utility. The photovoltaic system owner shall be responsible for maintaining the system(s) at not less than 80% of the rated power for 20 years. At the end of the 20-year period, the building owner shall install a new photovoltaic system meeting the capacity and operational requirements of this measure, or continue to maintain the existing system, for the life of the project.

EXHIBIT 1 - Settlement Agreement 772

MARIPOSA INDUSTRIAL PROJECT

ENHANCED MEASURES
2 EMM AIR-1: Prior to the issuance of the first building permit, the applicant/developer shall demonstrate compliance with the SJVAPCD Rule 9510 (Indirect Source Review) to reduce growth in both NOx and PM10 emissions, as required by SJVAPCD and City requirements.

AMM AIR-1: Architectural Coatings: Construction plans shall require that architectural and industrial maintenance coatings (e.g., paints) applied on the project site shall be consistent with a VOC content of <10 g/L. Developer or tenant is not expected to exercise control over materials painted offsite by a third party.

AMM AIR-3: Construction Worker Trip Reduction: Project construction plans and specifications will require contractor to provide transit and ridesharing information for construction workers.

AMM AIR-2: SJVAPCD Regulation VIII Compliance: Construction plans and specifications shall include a Dust Control Plan incorporating the applicable requirements of Regulation VIII, which shall be submitted to the SJVAPCD for review and approval prior to beginning construction in accordance with the requirements of Regulation VIII.

AMM AIR -2: Emission Standards for Heavy-Duty Trucks: The following mitigation measures shall be implemented during all on-going business operations and shall be included as part of contractual lease agreement language to ensure the tenants/lessees are informed of all on-going operational responsibilities.

The property owner/tenant/lessee shall ensure that all heavy-duty trucks (Class 7 and 8) domiciled on the project site are model year 2014 or later from start of operations and shall expedite a transition to zero-emission vehicles, with the fleet fully zero-emission by December 31, 2025 or when commercially available for the intended application, whichever date is later.

MARIPOSA INDUSTRIAL PROJECT

ENHANCED MEASURES
3 https://globaldrivetozero.org/. The City shall be responsible for the final determination of commercial availability, based on all the facts and circumstances at the time the determination is made, and may (but is not required to) consult with the California Air Resources Board before making such final determination. In order for the City to make a determination that such vehicles are commercially unavailable, the operator must submit documentation from a minimum of three (3) EV dealers identified on the californiahvip.org website demonstrating the inability to obtain the required EVs or equipment needed within 6 months.
"Domiciled at the project site shall mean the vehicle is either (i) parked or kept overnight at the project site more than 70% of the calendar year or (ii) dedicated to the project site (defined as more than 70% of the truck routes (during the calendar year) that start at the project site even if parked or kept elsewhere) Zero-emission heavy-duty trucks which require service can be temporarily replaced with model year 2014 or later trucks. Replacement trucks shall be used for only the minimum time required for servicing fleet trucks.

AMM AIR-3: Zero Emission Vehicles: The property owner/tenant/lessee shall utilize a "clean fleet" of vehicles/delivery vans/trucks (Class 2 through 6) as part of business operations as follows: For any vehicle (Class 2 through 6) domiciled at the project site, the following "clean fleet" requirements apply: (i) 33% of the fleet will be zero emission vehicles at start of operations, (ii) 65% of the fleet will be zero emission vehicles by December 31, 2023, (iii) 80% of the fleet will be zero emission vehicles by December 31, 2025, and (iv) 100% of the fleet will be zero emission vehicles by December 31, 2027.
"Domiciled at the project site" shall mean the vehicle is either (i) parked or kept overnight at the project site more than 70% of the calendar year or (ii) dedicated to the project site (defined as more than 70% of the truck routes (during the calendar year) that start at the project site even if parked or kept elsewhere).

Zero-emission vehicles which require service can be temporarily replaced with alternate vehicles. Replacement vehicles shall be used for only the minimum time required for servicing fleet vehicles.

EXHIBIT 1 - Settlement Agreement 774

MARIPOSA INDUSTRIAL PROJECT

ENHANCED MEASURES
4 AMM AIR-4: Demonstrate Compliance with Clean Fleet Requirements: The applicant, property owner, tenant, lessee, or other party operating the facility (the "Operator") shall utilize the zero emission vehicles/trucks required to meet the "clean fleet" requirements in AMM AIR-2 (for Class 7 and 8 vehicles) and AMM AIR-3 (for Class 2 through 6 vehicles) above. Within 30-days of occupancy, the Operator shall demonstrate to the satisfaction of CDD staff, that the applicable clean fleet requirements are being met.

AMM AIR-4 (continued): In the event that vehicles/trucks are not commercially available for the intended application, the "clean fleet requirements" may be adjusted as minimally as possible by the CDD to accommodate the unavailability of commercially available vehicles/trucks.

AMM AIR 4 (continued) The City shall quantify the air pollution and GHG emissions resulting from any modification of this condition. Within 12 months of failing to meet a “clean fleet” requirement the property owner/tenant/lessee shall implement a Voluntary Emissions Reduction Agreement (VERA) providing pound for pound mitigation of the criteria pollutant, toxic air contaminants, and GHG emissions quantified by the City through a process that develops, funds, and implements emission reduction projects, with the Air District serving a role of administrator of the emission reduction projects and verifier of the successful mitigation effort. The VERA shall prioritize projects in the South Stockton and surrounding area. Property owner/tenant/lessee shall continue to fund the VERA each year in an amount necessary to achieve pound for pound mitigation of emissions resulting from not meeting the clean fleet requirements until the owner/tenant/lessee fully complies.

AMM AIR-4 (continued): The Operator shall implement the proposed measures after CDD review and approval. Any extension of time granted to implement this condition shall be limited to the shortest period of time necessary to allow for 100% electrification under the clean fleet requirements. The CDD staff may seek the recommendation of the California Air Resources Board in determining whether there has been a manufacturing disruption or insufficient vehicles/trucks commercially available for the intended application.

AMM AIR-4 (continued): Construction Meal Destinations: Project construction plans and specifications will require the contractor to establish one or more locations for food or catering truck service to construction workers and to cooperate with food service providers to provide consistent food service.

EXHIBIT 1 - Settlement Agreement 775

MARIPOSA INDUSTRIAL PROJECT

ENHANCED MEASURES
5 AMM AIR-5: Condition of Approved Compliance Report: The Operator shall submit a condition of approval compliance report within 30 days of, but not later than, the following dates: December 31, 2023, December 31, 2025, and December 31, 2027. The report shall outline clean fleet requirements applicable at each report interval and include documentation demonstrating compliance with each requirement. The City shall consider each report at a noticed public hearing and determine whether the Operator has complied with the applicable clean fleet requirements. If the Operator has not met each 100% clean fleet requirement by December 31, 2027, then the Operator shall submit subsequent reports every year until the 100% clean fleet requirement is implemented. The City shall consider each subsequent report at a noticed public hearing and determine whether the Operator has complied with the clean fleet requirements, including any minimal adjustments to the requirements by the CDD to accommodate the manufacturing disruption or unavailability of commercially available vehicles/trucks, as described in the previous paragraph. Notice of the above hearings shall be provided to all properties located within 1,000 feet of the project site and through the ASK Stockton list serve.

AMM AIR-5 (continued): After the 100% clean fleet requirement has been implemented and confirmed by the CDD, the Operator shall submit to the CDD an on-going compliance report every three years containing all necessary documentation to verify that the Operator is meeting the clean fleet requirements. At the time it confirms that the 100% clean fleet requirement has been implemented, the CDD will establish the due date for the first ongoing compliance report. Each subsequent on-going compliance report shall be due within 30 days of, but not later than, the three-year anniversary of the preceding due date. The on-going compliance reports and accompanying documentation shall be made available to the public upon request.

AMM AIR-6: Zero Emission Forklifts, Yard trucks and Yard Equipment: Owners, operators or tenants shall require all forklifts, yard trucks, and other equipment used for on-site movement of trucks, trailers and warehoused goods, as well as landscaping maintenance equipment used on the site, to be electrically powered or zero-emission. The owner, operator or tenant shall provide on-site electrical charging facilities to adequately service electric vehicles and equipment
AMM AIR-7: Truck Idling Restrictions: Owners, operators or tenants shall be required to make their best effort to restrict truck idling onsite to a maximum of three minutes, subject to exceptions defined by CARB in the document:
commercial_vehicle_idling_requirements_July 2016. Idling restrictions shall be enforced by highly-visible posting at the EXHIBIT 1 - Settlement Agreement 776

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ENHANCED MEASURES
6 site entry, posting at other on-site locations frequented by truck drivers, conspicuous inclusion in employee training and guidance material and owner, operator or tenant direct action as required.

AMM AIR-8: Electric Truck Charging: At all times during project operation, owners, operators or tenants shall be required to provide electric charging facilities on the project site sufficient to charge all electric trucks domiciled on the site and such facilities shall be made available for all electric trucks that use the project site.

AMM AIR-9: Project Operations, Food Service: Owners, operators or tenants shall establish locations for food or catering truck service and cooperate with food service providers to provide consistent food service to operations employees.

AMM AIR-10: Project Operations, Employee Trip Reduction: Owners, operators or tenants shall provide employees transit route and schedule information on systems serving the project area and coordinate ridesharing amongst employees.

AMM AIR-11: Yard Sweeping: Owners, operators or tenants shall provide periodic yard and parking area sweeping to minimize dust generation
AMM AIR-12: Diesel Generators: Owners, operators or tenants shall prohibit the use of diesel generators, except in emergency situations, in which case such generators shall have Best Available Control Technology (BACT) that meets CARB’s Tier 4 emission standards.

AMM AIR-13: Truck Emission Control: Owners, operators or tenants shall ensure that trucks or truck fleets domiciled at the project site be model year 2014 or later, and maintained consistent with current CARB emission control regulations.

AMM AIR-14: All tenant lease agreements for the project site shall include a provision requiring the tenant/lessee to comply with all applicable requirements of the MMRP, a copy of which shall be attached to each tenant/lease agreement.

AMM AIR-14 (continued): SmartWay: Owners, operators or tenants shall enroll and participate the in SmartWay program for eligible businesses
AMM AIR-15: Designated Smoking Areas: Owners, operators or tenants shall ensure that any outdoor areas allowing smoking are at least 25 feet from the nearest property line.

AMM AIR 16: Project construction shall be subject to all adopted City building codes, including the adopted Green Building Standards Code, version July 2022 or later. Prior to the issuance of building permits, the applicant/developer EXHIBIT 1 - Settlement Agreement 777

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ENHANCED MEASURES
7 shall demonstrate (e.g., provide building plans) that the proposed buildings are designed and will be built to, at a minimum, meet the Nonresidential Voluntary Measures of the California Green Building Standards code, Divisions A5.1,

5.2 and 5.5, including but not limited to the Tier 2 standards in those Divisions, where applicable, such as the Tier 2 advanced energy efficiency requirements as outlined under Section A5.203.1.2.

EMM AG-1: The project shall participate in and comply with the City’s Agricultural Lands Mitigation Program, under which developers of the property shall contribute agricultural mitigation land or shall pay the Agricultural Land Mitigation Fee to the City.

The City and Applicant will revise the proposed Development Agreement to provide the following:

In the DA text and in Exhibit B, to clarify that cold storage facilities are prohibited on the site and transport refrigeration units (TRUs) may not enter the site. In the DA text provide that any future proposal to construct cold storage facilities on the site or to allow TRUs to enter the site would require an amendment to the Development Agreement that shall be deemed and processed as a Major Modification to the Development Agreement, an application to the City for a conditional use permit, and be subject to review under the California Environmental Quality Act and Stockton Municipal Code Chapter 16.168.

Section 8.3 of the DA will be revised as follows:

8.3 Mitigation Measures. Developer agrees to and shall comply with all applicable mitigation measures attached hereto as Exhibit C and with all applicable mitigation measures in the MIP EIR, as described in the Mitigation Monitoring/Reporting Program approved by the City on ____________, 2023. Developer shall include in all tenant lease agreements for the project site a provision requiring the tenant/lessee to comply with all applicable requirements of the measures in this Section 8.3, a copy of which shall be attached to each to each tenant/lease agreement.

Section 10.1 of the DA will be revised as follows:

10.1 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 EXHIBIT 1 - Settlement Agreement 778

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ENHANCED MEASURES
8 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 at a duly-noticed public hearing 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, including compliance with the mitigation measures in Section 8.3 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.

In the DA text, to require the City to coordinate with the County to develop and install signage prohibiting nonemergency vehicle access to the project site from Clark Drive or Marfargoa Road. The Applicant will be responsible for the costs of the signage determined to be appropriate by the City and the County.

In the text, to require the following:

Construction plans shall include a 10-foot by 65-foot landscaped berm along the 623-lineal foot and 493-lineal foot portions of the west line of the site, located north and south of Marfargoa Road, which will be required by and shown on Exhibit B to the Development Agreement. Landscaping of the berm shall include fast-growing evergreen trees to provide maximum visual screening, as determined by a qualified landscape architect. Construction plans shall also include a 10-foot wall along the 881-lineal foot and 1,316-lineal foot portions of the west line of the site, located north and south of Clark Drive, which will be required by and shown on Exhibit B to the Development Agreement.

Construction plans shall also identify a 60-foot “no truck” zone along the entire length of the west line of the site, which will be required by and shown on Exhibit B to the Development Agreement. Construction plans shall also identify and prohibit building construction within a setback area located a minimum of 300 feet from the property line of residential properties along Marfargoa Road and Clark Drive. Notwithstanding the foregoing, the stairwells of ancillary/accessory buildings may encroach into the 300-foot setback area.

In the text, to provide that, prior to the issuance of a grading permit, the Applicant will provide $200,000 to a non-profit organization serving disadvantaged residents of San Joaquin County approved by the City’s Community Development Director, to fund a program to reduce exposure to emissions and noise from vehicle and truck traffic and industrial operations, for residents located with within the geographic area bounded by Munford Avenue, Mariposa Road, Little John’s Creek and the SR99 Frontage Road. The program may fund or reimburse home air filtration systems, HVAC EXHIBIT 1 - Settlement Agreement 779

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ENHANCED MEASURES
9 modifications, window replacements, weather stripping, or similar improvements; publicly available electric vehicle charging station(s); and/or air quality monitoring censors with publicly available real time data (such as PurpleAir censors).
1584972.4
EXHIBIT 1 - Settlement Agreement 780

MEMORANDUM OF AGREEMENT
This Memorandum of Agreement (“Agreement”) is entered into by and between the City of Stockton (“City”), and Rob Bonta, Attorney General of California, on behalf of the People of the State of California (“Attorney General”), and it is dated and effective as of the date that the last Party signs (“Effective Date”). The City, and the Attorney General are referred to as the “Parties.”

RECITALS
WHEREAS areas of the City, including south Stockton, have disproportionately suffered from the environmental impacts of industrial land uses located nearby residences and other sensitive receptors such as schools, parks, and hospitals. According to CalEnviroScreen, a tool used to identify communities exposed to high levels of pollution, south Stockton’s neighborhoods are exposed to pollution burdens in the top 10% of all communities in California, with some communities registering in the top 1%.

WHEREAS because of the extremely high levels of air pollution to which this environmental justice community is disproportionately exposed, the California Air Resources Board (CARB) has designated the area of south Stockton to the northwest of the Project as a top priority for reductions in emissions and improvements in air quality under AB 617. In 2021, CARB approved Stockton’s Community Emissions Reduction Program (CERP) after an extensive public process. The CERP includes projected investments of over $32 million in emission reduction incentives and a variety of other clean air projects in the south Stockton AB 617 community area and additional measures to reduce exposure to air pollution for sensitive receptors.

WHEREAS in recent years, the proliferation of e-commerce and rising consumer expectations of rapid shipping have contributed to a boom in warehouse development. California, with its ports, population centers, and transportation network, has found itself at the center of this trend.

WHEREAS in response to project applications consistent with this demand, the City has approved millions of square feet of warehouse and logistics space, substantial amounts of which have been or will be constructed in the south Stockton community.

WHEREAS the Attorney General has previously submitted letters to the City regarding concerns with significant environmental impacts being created by such warehouse and distribution facility projects, including the Sanchez Hoggan Annexation Project and the South Stockton Commerce Center Project.

WHEREAS the City seeks to minimize additional environmental impacts from new warehouse and distribution facility development sited in south Stockton and throughout the City.

WHEREAS the California Environmental Quality Act (CEQA), Public Resources Code section 21000 et seq. and California Code of Regulations, Title 14, Division 6, Chapter 3, Sections 15000-15387, requires, amongst other things, that the City impose feasible mitigation measures on applicable projects to minimize any significant environmental impacts. The California Supreme Court has determined that CEQA requires a lead agency “to implement all mitigation measures unless those measures are truly infeasible.” Sierra Club v. Cty. of Fresno (2018) 6 Cal.5th 502, 524–25 (citing City of San Diego v. Board of Trustees of California State University (2015) 61 Cal.4th 945, 967).

WHEREAS on August 24, 2021, the City released the Draft Environmental Impact Report (EIR) for the Mariposa Industrial Park Project. Public comments submitted on the Draft EIR, including comments from the Attorney General’s Office and the Sierra Club, raised concerns that the project’s EXHIBIT 2 - MOU 1
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significant environmental impacts were not sufficiently disclosed, analyzed, and mitigated as required by CEQA.

WHEREAS on February 28, 2022, the City released the Final EIR for the Mariposa Industrial Park Project. In response, once again stakeholders, including the Attorney General’s Office and the Sierra Club, raised concerns regarding the project, including the lack of feasible mitigation as required under CEQA.

WHEREAS the City, the Attorney General’s Office, and the Sierra Club have been engaged in good-faith negotiations regarding additional feasible mitigation measures to reduce the potentially significant environmental impacts that the Mariposa Industrial Park Project may create.

WHEREAS as a result of those good-faith negotiations the City has proposed to require additional feasible mitigation measures on the Mariposa Industrial Park Project to further reduce the project’s significant environmental impacts, as identified in the amended Mariposa Industrial Park Final Environmental Impact Report (“Revised Final EIR” State Clearinghouse No. 2020120283). The City Council intends to soon consider adopting: (1) a Resolution certifying that Revised Final EIR together with the adoption of CEQA Findings including a Statement of Overriding Considerations and adoption of a Mitigation Monitoring and Reporting Program (“MMRP”); (2) an Ordinance for the Pre-Zoning of APNs 179-220-10, -12, -13, -16, -17, -18, -19, and -24 (the “Property”) to Industrial, Limited; (3) an Ordinance for a Development Agreement; and (4) a Resolution authorizing the filing of an annexation application with the San Joaquin Local Agency Formation Commission (collectively the “Project Approvals”).

WHEREAS the City has embarked on a comprehensive update to Title 16 of the City’s Municipal Code, known as the Development Code, that is intended to produce a user-friendly Development Code, serving as an effective tool to implement the General Plan, shape future growth, and help realize the community’s vision of promoting investment in downtown Stockton and historically underserved areas, preserving and enhancing neighborhood character, and improving community health and safety. The City anticipates adopting and publishing a new updated Development Code in 2023.

WHEREAS the City seeks to establish an ordinance applicable to future warehouse and distribution facility development projects (“warehouse ordinance”) in order to set minimum development standards to mitigate environmental impacts from those projects. Such a warehouse ordinance will also provide clarity to stakeholders, including developers and the general public, regarding the requirements needed to construct warehouse and distribution facilities in the City.

AGREEMENT
Either as part of the aforementioned ongoing Development Code amendment process or as a separate, stand-alone process, City staff shall propose a warehouse ordinance to identify and apply all feasible mitigation measures to qualifying warehouse and distribution facility projects to minimize their potentially significant environmental impacts. The proposed warehouse ordinance shall be scheduled for consideration by the City Council before December 31, 2023.

The warehouse ordinance proposed to the City Council shall apply to qualifying facilities engaged in logistics use, which is defined as any warehouse or wholesaling and distribution land use which entails facilities to be used for the storage of farm products, furniture, household goods, or other commercial goods of any nature for distribution to wholesalers and/or retailers, including cold storage.

Qualifying facilities do not include self-storage or mini‑storage facilities offered for rent or lease to the EXHIBIT 2 - MOU 2
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general public. Qualifying facilities shall include, at minimum, projects with a building or buildings totaling 100,000 square feet or larger.

In preparing and proposing the warehouse ordinance, City staff shall consider including at minimum the conditions included in Exhibit A. To the extent that the conditions included in Exhibit A are not included in the warehouse ordinance proposed for approval by City Council, City staff shall explain:
(1) why such conditions are infeasible as defined under CEQA; (2) what alternative conditions are being proposed for inclusion in-lieu of any such omitted conditions; and (3) how such alternative conditions reduce potentially significant environmental impacts.

If the City enters into this Agreement and adopts the Project Approvals, including all of the Mariposa Industrial Project Enhanced Measures attached to the City’s and Developer’s separate settlement agreement with the Sierra Club, then the Attorney General shall not file any complaints, claims, grievances, special proceedings, legal challenges, or take any other actions against the City with any state, federal, or local agency or court challenging the City Council’s adoption of the Project Approvals or the proposed annexation of the Property to the City of Stockton (the “AG Obligation”).

GENERAL TERMS AND CONDITIONS

1. Agreement Term. This Agreement shall remain in effect until the City implements and complies with the commitment pursuant to the agreed-on deadline set forth herein.

2. Default. The Parties agree and acknowledge that time is of the essence for City staff to propose and for the City Council to consider adopting a warehouse ordinance before the December 31, 2023, deadline set forth in this Agreement. The Parties stipulate that the Superior Court in and for San Joaquin County shall have jurisdiction over the Parties and this Agreement to enforce the provisions of the Agreement until performance in full of all terms of the Agreement. The Court shall have full authority to enforce the Agreement as if the Parties had entered the Agreement as a stipulated judgment pursuant to Code of Civil Procedure, section 664.6. Nothing in this Agreement prevents the Attorney General from seeking any and all remedies for non-compliance with the Agreement.

3. No Waiver. This Agreement does not in any way limit or waive the Attorney General’s jurisdiction, capacity, authorization, obligation, right, or discretion to determine whether any City action or failure to act complies with CEQA or any other law except as expressly provided in the AG Obligation above.

4. Amendment. No addition to or modification of any term or provision of this Agreement will be effective unless set forth in writing and signed by an authorized representative of each of the Parties.

5. Signing Authority. By signing this Agreement, the persons executing the Agreement represent that they have the capacity and authority to execute the Agreement as the representative of their respective agency and to bind their respective agency to the terms of this Agreement.

6. Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, discussions, agreements, commitments, and understandings with respect thereto.

7. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

8. Joint Drafting. This Agreement has been jointly drafted, and the general rule that it be construed against the drafting party is not applicable.

9. Severability. If a court should find any term, covenant, or condition of this Agreement to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

EXHIBIT 2 - MOU 3
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10. Representation by Counsel. Each of the Parties affirmatively represents that it has been represented throughout this matter by attorneys of its own choosing. Each Party has read this Agreement and has had the terms used herein and the consequences thereof explained by its attorneys of choice. This Agreement is freely and voluntarily executed and agreed to by each Party after having been apprised of all relevant information and data furnished by its attorneys of choice. Each Party in executing this Agreement does not rely upon any inducements, promises, or representations made by any other Party except as set forth herein.

11. Counterparts and Electronic Signatures. This Agreement may be executed with counterpart signatures, each of which shall be deemed an original. The Agreement will be binding upon the receipt of original, facsimile, or electronically communicated signatures.

DATED: December ___, 2022 ROB BONTA
Attorney General of California

CHRISTIE VOSBURG
Supervising Deputy Attorney General
_______________________________

SCOTT LICHTIG
Deputy Attorney General
Attorneys for the People of the State of
California
DATED: December ___, 2022 CITY OF STOCKTON
_______________________________

HARRY BLACK
City Manager
EXHIBIT 2 - MOU 4
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EXHIBIT A
In preparing and proposing the warehouse ordinance, City staff shall consider including at minimum the following conditions on qualifying facilities. To the extent that the following conditions are not included in the warehouse ordinance proposed for approval by City Council, City staff shall explain:
(1) why such conditions are infeasible as defined under CEQA; (2) what alternative conditions are being proposed for inclusion in-lieu of any such omitted conditions; and (3) how such alternative conditions reduce potentially significant environmental impacts:

Construction Mitigation:
• San Joaquin Valley Air Pollution Control District (SJVAPCD) Regulation VIII Compliance:

Construction plans and specifications shall include a Dust Control Plan incorporating the applicable requirements of Regulation VIII, which shall be submitted to the SJVAPCD for review and approval prior to beginning construction in accordance with the requirements of Regulation VIII.
• Construction Vehicles & Equipment:
o The use of electric-powered, battery-powered, natural gas, or hybrid construction equipment and vehicles are required during construction if commercially available. If substantial evidence is provided by the permittee or its contractor that such equipment is not commercially available, including a description of commercially reasonable efforts to secure such equipment, diesel-powered construction equipment greater than 50 horsepower meeting the highest rated California Air Resources Board (CARB) Tier technology available at the time of construction may be used. Prior to permit issuance, the construction contractor shall submit an equipment list confirming equipment used is compliant with the highest CARB Tier at the time of construction. Equipment proposed for use that does not meet the highest CARB Tier in effect at the time of construction, shall only be approved for use at the discretion of Stockton’s Community Development Department (CDD) and shall require proof from the construction contractor that, despite reasonable best efforts to obtain the highest CARB Tier equipment, such equipment was unavailable.
o All off-road equipment with a power rating below 19 kilowatts (e.g., plate compactors, pressure washers) used during construction of the qualifying facility(ies) shall be electric powered.
o Subject to all other idling restrictions, off-road diesel-powered equipment shall not be left in the “on position” for more than 10 hours per day.
• Owners, operators or tenants of qualifying facilities shall provide “cool roof” specifications in construction plans verifying that the proposed roof will utilize cool roofing materials with an aged reflectance and thermal emittance values that are equal to or greater than those specified in the current edition of the CALGreen Building Standards Code, Table A5.106.11.2.3 for Tier 1 and the City’s Green Building Standards within Chapter 15.72 of the Stockton Municipal Code. • Temporary electrical hookup to the construction yard and associated work areas shall be required. • The idling of heavy construction equipment for more than 5 minutes shall be prohibited. The owners, operators or tenants shall provide verification that construction specifications establish a EXHIBIT 2 - MOU 5
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five-minute idling limit for all heavy-duty construction equipment utilized during construction of the proposed qualifying facility(ies). Signage shall be posted throughout the construction site regarding the idling time limit, and the construction contractor shall maintain a log for review.

The log shall verify that construction equipment operators are advised of the idling time limit at the start of each construction day. Idling limits shall be noted in the construction specifications.

The maintenance of logs documenting compliance shall be required. • The construction contractors shall maintain on the construction site an inventory of construction equipment, maintenance records, and datasheets, including design specifications and emission control tier classifications.
• Architectural and industrial maintenance coatings (e.g., paints) applied on the qualifying facility(ies) shall be consistent with a VOC content of <10 g/L. Developer or tenant is not expected to exercise control over materials painted offsite by a third party. • Qualifying facilities shall require the construction contractor to establish one or more locations for food or catering truck service to construction workers and to cooperate with food service providers to provide consistent food service.
• Qualifying facilities shall require the construction contractor to provide transit and ridesharing information for construction workers.

Site Design:
• Qualifying facilities shall be constructed in compliance with the most current edition of all adopted City building codes, including the adopted Green Building Standards Code. Prior to the issuance of building permits, the applicant/developer of the qualifying facility(ies) shall demonstrate (e.g., provide building plans) that the proposed buildings are designed and will be built to, at a minimum, meet the Tier 2 advanced energy efficiency requirements of the Nonresidential Voluntary Measures of the California Green Building Standards code, Divisions A5.1, A5.2 and A5.5, Energy Efficiency as outlined under Section A5.203.1.2. • Qualifying facilities and their associated loading docks must be located no closer than 300 feet from sensitive receptors, and the City staff should consider the public health and safety benefits of requiring a larger buffer, up to 1,000 ft. All such setbacks will be measured from the loading dock or any building edge, whichever is closer, to the property line of any nearby sensitive receptors using the straight-line method. The setbacks and buffers required in this ordinance shall prevail over any less-stringent standards in the City’s Development Code. Sensitive receptor shall be defined as any residence including private homes, condominiums, apartments, and living quarters, schools, preschools, daycare centers, correctional facilities, parks/recreation facilities, in-home daycares, and health facilities such as hospitals, long term care facilities, retirement and nursing homes.
• Qualifying facilities must include an onsite landscaped buffer, measured from the property line of all adjacent sensitive receptors. The width of the buffer shall be proportionate to the height of the warehouse building with specified minimums as set forth below unless infeasible. Landscaping shall be installed at the periphery of the qualifying facility(ies) site along adjacent rights of way and the landscaping buffer area shall not include the right of way itself. Landscape buffers shall not be required on interior boundaries of the qualifying facility(ies).

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o The width of the buffer shall be set at a 2:1 ratio for all warehouses–for every 1 foot of building height, the buffer shall be 2 feet. The landscaping portion of this buffer shall not be less than 50% of this buffer, but may include areas to be used for bioswales, retention/detention areas and/or other stormwater and water quality management areas. o The buffer area(s) shall include, at a minimum, a solid decorative wall(s) adjacent to sensitive receptors, natural ground landscaping, and solid screen buffering trees, as described below, unless there is an existing solid block wall. Onsite buffer areas shall not include deceleration lanes or right-turn lanes. To the extent allowed by other applicable City codes, policies and regulations the height of the decorative wall shall be at least 14 feet, except in buffer areas adjacent to sensitive receptors. For areas adjacent to sensitive receptors, the decorative wall shall be a minimum of 14 to 18 feet to the extent otherwise permitted by city codes, policies and regulations.
o Trees shall be used as part of the solid screen buffering treatment. Trees used for this purpose shall be evergreen, drought tolerant, and shall be spaced in two rows along the length of the buffer, with trees in each row offset, and each tree no greater than 15 feet on center. Spacing up to 20 feet may be allowed if wide canopy trees are used sufficient to create wall of vegetation that filters warehouse pollution. The property owner, tenant, operator, and any successors in interest shall maintain these trees for the duration of ownership, ensuring any unhealthy or dead trees are replaced with a similar tree as soon as possible.
o All landscaping shall be drought tolerant, and to the extent feasible, species with low biogenic emissions. Palm trees shall not be utilized.
o All landscaping areas shall be properly irrigated for the life of the qualifying facility(ies) to allow for plants and trees to maintain growth with no undue pruning.

Operational Mitigation
• Solar Power/Battery Energy Storage Systems:
o The building permit application for qualifying facilities must demonstrate sufficient solar panels to provide power for the operation’s base power use at the start of operations and as base power use demand increases. The application shall include analysis of plans to meet (a) projected power requirements at the start of operations and as base power demand increases corresponding to the implementation of the “clean fleet” requirements, and (b) generating capacity of the solar installation.
o The photovoltaic system(s) shall include a battery energy storage system to serve the qualifying facility(ies) in the event of a power outage to the extent required by the most current edition of the California Building Standards Code. o Stockton’s Community Development Department (CDD) shall verify the size and scope of the solar project based upon the analysis of the projected power requirements and generating capacity as well as the available solar panel installation space. o In the event sufficient space is not available on the subject lot to accommodate the needed number of solar panels to produce the operation’s base or anticipated power use, the applicant of the qualifying facility(ies) shall demonstrate how all available space has EXHIBIT 2 - MOU 7
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been maximized (e.g., roof, parking areas, etc.) for photovoltaic and battery energy storage system use. Areas which provide truck movement may be excluded from these calculations unless otherwise deemed acceptable by the supplied reports and applicable building standards.
o The owners, operators or tenants, or qualified solar system contractor engaged by the developer or tenant, shall install the system when the City has approved building permits and the necessary equipment has arrived. The tenant/operator of the qualifying facility(ies) shall commence operation of the system only when it has received permission to operate from the utility. The photovoltaic system owner shall be responsible for maintaining the system(s) at not less than 80% of the rated power for 20 years. At the end of the 20-year period, the owners, operators or tenants shall install a new photovoltaic system meeting the capacity and operational requirements of this measure, or continue to maintain the existing system, for the life of the qualifying facility(ies).
• Electric Vehicles (EV): The following mitigation measures shall be implemented during all ongoing business operations and shall be included as part of contractual lease agreement language to ensure the tenants/operators of the qualifying facility(ies) are informed of all on-going operational responsibilities.
o Heavy-Duty EV Trucks: The property owners, operators or tenants of the qualifying facility(ies) shall ensure that all heavy-duty trucks (Class 7 and 8) domiciled on site are model year 2014 or later from start of operations and shall expedite a transition to zeroemission vehicles, with the fleet fully zero-emission by December 31, 2025, or when commercially available for the intended application, whichever date is later. o Medium-Duty EV Vehicles: The property owners, operators or tenants of the qualifying facility(ies) shall utilize a "clean fleet" of vehicles/delivery vans/trucks (Class 2 through 6) as part of business operations as follows: For any vehicle (Class 2 through 6) domiciled on site, the following "clean fleet" requirements apply: (i) 33% of the fleet will be zero emission vehicles at start of operations, (ii) 65% of the fleet will be zero emission vehicles by December 31, 2023, (iii) 80% of the fleet will be zero emission vehicles by December 31, 2025, and (iv) 100% of the fleet will be zero emission vehicles by December 31, 2027.
o "Domiciled on site" shall mean the vehicle is either (i) parked or kept overnight at the qualifying facility(ies) more than 70% of the calendar year or (ii) dedicated to the qualifying facility(ies) site (defined as more than 70% of the truck routes during the calendar year that start at the qualifying facility(ies) site even if parked or kept elsewhere). The tenant/operator of the qualifying facility(ies) shall not be responsible to meet "clean fleet" requirements for vehicles used by common carriers operating under their own authority that provide delivery services to or from the qualifying facility(ies) site.
o Zero-emission vehicles which require service can be temporarily replaced with alternate vehicles. Replacement vehicles shall be used for only the minimum time required for servicing fleet vehicles.

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o A zero-emission vehicle shall ordinarily be considered commercially available if the vehicle is capable of serving the intended purpose and is included in California’s Hybrid and Zero-Emission Truck and Bus Voucher Incentive Project, https://californiahvip.org/ or listed as available in the US on the Global Commercial Vehicle Drive to Zero inventory, https://globaldrivetozero.org/. The City shall be responsible for the final determination of commercial availability, based on all the facts and circumstances at the time the determination is made. In order for the City to make a determination that such vehicles are commercially unavailable, the operator must submit documentation from a minimum of three (3) EV dealers identified on the californiahvip.org website demonstrating the inability to obtain the required EVs or equipment needed within 6 months.
o The tenant/operator of the qualifying facility(ies) shall utilize the zero emission vehicles/trucks required to meet the "clean fleet" requirements. Within 30 days of issuance of the final certificate of occupancy, the tenant/operator shall demonstrate to the satisfaction of CDD staff, that the applicable clean fleet requirements are being met. In the event that there is a disruption in the manufacturing of zero emission vehicles/trucks or that sufficient vehicles/trucks are not commercially available for the intended application, the "clean fleet requirements" may be adjusted as minimally as possible by the CDD to accommodate the manufacturing disruption or unavailability of commercially available vehicles/trucks.
o The tenant/operator of the qualifying facility(ies) shall implement the proposed measures after CDD review and approval. Any extension of time granted to implement this condition shall be limited to the shortest period of time necessary to allow for 100% electrification under the clean fleet requirements. The CDD staff may seek the recommendation of the California Air Resources Board in determining whether there has been a manufacturing disruption or insufficient vehicles/trucks commercially available for the intended application.
o Within 12 months of failing to meet a “clean fleet” requirement, the tenant/operator of the qualifying facility(ies) shall implement a Voluntary Emissions Reduction Agreement (VERA) providing pound for pound mitigation of the criteria pollutant, toxic air contaminants, and GHG emissions quantified by the City through a process that develops, funds, and implements emission reduction projects, with the Air District serving a role of administrator of the emission reduction projects and verifier of the successful mitigation effort. The VERA shall prioritize projects in the area surrounding the new qualifying facility(ies). The tenant/operator shall continue to fund the VERA each year in an amount necessary to achieve pound for pound mitigation of emissions resulting from not meeting the clean fleet requirements until the owner/tenant/lessee fully complies. • At all times during operation, and to the extent the applicable utility authorizes and has capacity to support, the tenant/operator of the qualifying facility(ies) shall be required to provide electric charging facilities on site sufficient to charge all electric trucks domiciled on the site, and such facilities shall be made available for all electric trucks that use the qualifying facility(ies). • The tenant/operator of the qualifying facility(ies) shall require all forklifts, yard trucks, and other equipment used for on-site movement of trucks, trailers and warehoused goods, as well as landscaping maintenance equipment used on the site, to be electrically powered or zero-emission.

EXHIBIT 2 - MOU 9
789
The tenant/operator shall provide on-site electrical charging facilities to adequately service such electric vehicles and equipment.
• EV Compliance Reporting:
o The tenant/operator of the qualifying facility(ies) shall procure the zero emission vehicles/trucks required to meet the "clean fleet" requirements above. Within 30 days of issuance of the final certificate of occupancy, the tenant/operator shall submit a condition of approval compliance report outlining compliance with each clean fleet requirement applicable and including documentation demonstrating compliance with each requirement. The tenant/operator shall submit similar reports every two years thereafter until full compliance with the applicable clean fleet requirements is achieved. The City shall consider each report at a noticed public hearing and determine whether the tenant/operator has complied with the applicable clean fleet requirements. If the tenant/operator has not met each 100% clean fleet requirement by December 31, 2027, then the tenant/operator shall submit reports annually until the 100% clean fleet requirement is implemented. The City shall consider each subsequent report at a noticed public hearing and determine whether the Operator has complied with the clean fleet requirements, including any minimal adjustments to the requirements by the CDD to accommodate the manufacturing disruption or unavailability of commercially available vehicles/trucks, as described above. Notice of the above hearings shall be provided to all properties located within 1,000 feet of the qualifying facility(ies) site and through the ASK Stockton list serve.
o After the 100% clean fleet requirement has been implemented and confirmed by the CDD, the tenant/operator shall submit to the CDD an on-going compliance report every three years containing all necessary documentation to verify that the clean fleet requirements are being met. At the time it confirms that the 100% clean fleet requirement has been implemented, the CDD will establish the due date for the first on- going compliance report. Each subsequent on-going compliance report shall be due within 30 days of, but not later than, the three-year anniversary of the preceding due date. The ongoing compliance reports and accompanying documentation shall be made available to the public upon request
• For qualifying facilities at which cold storage and associated transport refrigeration units (TRUs) are proposed or may be a future use, unless the owner of the facility records a covenant on the title of the underlying property ensuring that the property cannot be used to provide cold storage, a conduit shall be installed during construction of the building shell from the electrical room to 100% of the loading dock doors that have potential to serve the refrigerated space. If tenant improvement building permits are issued for any such cold storage space, electric plug-in units shall be installed at every dock door servicing the cold storage space to allow TRUs to plug in and truck operators with TRUs shall be required to utilize the electric plug-in units when at loading docks serving such refrigerated space.
• Prior to the issuance of the first building permit, the applicant/developer shall demonstrate compliance with the SJVAPCD Rule 9510 (Indirect Source Review) to reduce growth in both NOx and PM10 emissions, as required by SJVAPCD and City requirements.

EXHIBIT 2 - MOU 10 790
• The tenant/operator of the qualifying facility(ies) shall enroll and participate the in SmartWay program for eligible businesses.
• Truck Routes and Ingress/Egress:
o Entry gates into the loading dock/truck court area of the qualifying facility(ies) shall be sufficiently positioned to ensure all trucks and other vehicles are contained onsite and inside the property line. Queuing, or circling of vehicles, on public streets immediately pre- or post-entry to an industrial commerce facility is strictly prohibited unless queuing occurs in a deceleration lane or right turn lane exclusively serving the qualified facility(ies).
o Applicants shall submit to the CDD, and obtain approval of, all turning templates to verify truck turning movements at entrance and exit driveways and street intersection adjacent to industrial buildings prior to entitlement approval. Unless not physically possible, truck entries shall be located on collector streets (or streets of a higher commercial classification), and vehicle entries shall be designed to prevent truck access on streets that are not collector streets (or streets of a higher commercial classification), including, but not limited to, by limiting the width of vehicle entries. o Prior to issuance of certificate of occupancy, the tenant/operator of the qualifying facility(ies) shall establish and submit for approval to the CDD a truck routing plan to and from the State Highway System based on the City’s latest Truck Route Map. The plan shall describe the operational characteristics of the use of the tenant/operator, including, but not limited to, hours of operations, types of items to be stored within the building, and proposed truck routing to and from the proposed facility(ies) to designated truck routes that avoids passing sensitive receptors, to the greatest extent possible. The plan shall include measures, such as signage and pavement markings, queuing analysis and enforcement, for preventing truck queuing, circling, stopping, and parking on public streets. The tenant/operator shall be responsible for enforcement of the plan. A revised plan shall be submitted to the CDD prior to a business license being issued by the City for any new tenant/operator of the property. The CDD shall have discretion to determine if changes to the plan are necessary including any additional measures to alleviate truck routing and parking issues that may arise during the life of the facility(ies). Signs and drive aisle pavement markings shall clearly identify the onsite circulation pattern to minimize unnecessary on-site vehicular travel.
o The tenant/operator of the qualifying facility(ies) shall post signs, that may be required by the City, in prominent locations inside and outside of the building indicating that off-site parking for any employee, truck, or other operation related vehicle is strictly prohibited.

City may require facility operator to post signs on surface or residential streets indicating that off-site truck parking is prohibited by City ordinance and/or the Truck Routing Plan. o Signs shall be installed, as required by the City, at all qualifying facility(ies) truck exit driveways directing truck drivers to the truck route as indicated in the Truck Routing Plan and State Highway System.
o Upon commencement of operations, the tenant/operator of the qualifying facility(ies) shall be required to restrict truck idling onsite to a maximum of three minutes, subject to exceptions defined by CARB’s commercial vehicle idling requirements. The facility must EXHIBIT 2 - MOU 11 791
post highly-visible signs identifying these idling restrictions at the site entry and at other on-site locations frequented by truck drivers and include these restrictions in employee training and guidance material.
o Signs at the qualifying facility(ies) shall be installed, as required by the City, in public view with contact information for a local designated representative who works for the facility(ies) operator and who is designated to receive complaints about excessive dust, fumes, or odors, and truck and parking complaints for the site, as well as contact information for the San Joaquin Valley Air Pollution Control District’s on-line complaint system and its complaint call-line: 1-800-281-7003. Any complaints made to the facility(ies) operator’s designee shall be answered within 72 hours of receipt. • Workforce-Related Mitigation:
o Prior to issuance of occupancy permits, the applicant/developer shall demonstrate to the satisfaction of the City, that the proposed parking areas for employee passenger automobiles are designed and will be built to accommodate EV charging stations, at no cost to employees. At minimum, the parking areas and the number of EV charging stations for employee passenger automobiles shall equal the Tier 1 Nonresidential Voluntary Measures of the California Green Building Standards Code, Section A5.106.5.3.1.
o Prior to issuance of occupancy permits, the applicant/developer shall demonstrate to the satisfaction of the City, that the proposed parking areas for passenger automobiles are designed and will be built to provide parking for low-emitting, fuel-efficient, and carpool/van vehicles. At minimum, the number of preferential parking spaces for passenger automobiles shall equal the Tier 1 Nonresidential Voluntary Measures of the California Green Building Standards Code, Section A5.106.5.1.1. o The tenant/operator of the qualifying facility(ies) shall establish locations for food or catering truck service and cooperate with food service providers to provide consistent food service to operations employees.
o The tenant/operator of the qualifying facility(ies) shall provide employees transit route and schedule information on systems serving the qualifying facility(ies) area and coordinate ridesharing amongst employees.
o Designated Smoking Areas: The tenant/operator of the qualifying facility(ies) shall ensure that any outdoor areas allowing smoking are at least 25 feet from the nearest property line.
• Yard Sweeping: Owners, operators or tenants of the qualifying facility(ies) shall provide periodic yard and parking area sweeping to minimize dust generation • Diesel Generators: Owners, operators or tenants of the qualifying facility(ies) shall prohibit the use of diesel generators, except in emergency situations (including when the utility delays a facility’s new electrical service connection), in which case such generators shall have Best Available Control Technology (BACT) that meets CARB’s Tier 4 emission standards.

EXHIBIT 2 - MOU 12 792
Additional Mitigation
• To the extent a qualifying facility seeks and secures a Development Agreement with/from the City, the applicant, or its successor in interest, and the City shall comply with Government Code section 65865.1 and Stockton Development Code section 16.128.110. The City shall schedule a public hearing at the Planning Commission, with notice to all affected parties, at least every 12 months after approval of the Development Agreement, to receive and discuss the annual report on the status of the qualifying facility(ies)’s compliance with the Development Agreement. At those same hearings, the City shall review all the qualifying facility(ies)’s mitigation measures and conditions of approval for compliance.
• Applicants seeking one or more discretionary permits for proposed qualifying facility(ies) shall engage in a community outreach effort to engage the existing community in determining issues of concern that can be addressed through site design and other means during the land use entitlement process. Suggested outreach efforts include but are not limited to, hosting community meetings, making presentations at advisory and community councils, and hosting job fairs.

EXHIBIT 2 - MOU 13 793

MARIPOSA
INDUSTRIAL PARKANNEXATIONPROJECT(P20-0805)
Stockton City Council
Agenda Item 16.2
December 6, 2022
794
• PC Recommendation on
a Prezone, DevelopmentAgreement, MOU, Settlement Agreement, andEnvironmental Document. • Annexation of
nine undeveloped parcelstotaling ±203.48-acres at theSouth of Mariposa Road, East of 99. • Prezone County land to
Industrial, Limited (IL)
• Development of up to 7
buildings totaling ±3.6 millionsquare feet (SQFT) ofwarehouses.

DESCRIPTION AND LOCATION
795

GENERAL PLAN- INDUSTRIAL (BLUE)
796

CURRENT ZONING - COUNTY
(NO CITY ZONE)
797

EXISTING/PROPOSED

INDUSTRIAL USES
798

SITE PLAN
*

EVALUATED

IN THE EIR
*FOR ANALYSIS PURPOSES ONLY
799

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/ PoliceSubstation. 800

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 received six (6) comment letters which were evaluated and incorporated appropriately.

Negotiations with the Sierra Club and Attorney General occured to strengthen mitigation measures.

The Final EIR includes a Mitigation and Monitoring Reporting Program, Findings, and a Statement of Overriding Consideration (SOC). 801

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). 802

PLANNING

COMMISSION

HEARING
March 10, 2022• Comments heard during the
hearing
• 7 written comments• 3 oral comments
• Planning Commission unanimous
recommendation in support ofproject
803

CONCLUSION
• The Project is consistent with General Plan
and other industrial warehouse uses in theregion.
• The Project was reviewed by applicable
agencies, impacts addressed in MitigationMonitoring and Reporting Program. • Statement of Overriding Considerations
concluded impacts are unavoidable for theproject 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, and building permits, before construction can begin. 804

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 ofAPNs 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 approving a Settlement Agreement and Memorandum of Understanding; and
• Adopt a Resolution Authorizing the Filing of an Application for Annexation of the Project Site.
805
City of Stockton
Legislation Text
File #: 22-1118, Version: 1

STRONG COMMUNITIES ADVISORY COMMITTEE ANNUAL REPORT OF REVENUES AND EXPENDITURES FOR FISCAL YEAR 2020-21

RECOMMENDATION
This item is an informational item submitting the Strong Communities Advisory Committee Annual Report for Fiscal Year 2020-21 to the City Council.

Summary
Stockton’s voters approved a one-quarter cent sales tax dedicated to enhancing City recreation and library programs, services, and facilities known as Strong Communities (Measure M) on November 8, 2016. The measure also established a citizens’ advisory committee to determine whether expenditures were made consistent with program guidelines and to provide an annual report to the City Council and the public.

The Strong Communities Advisory Committee Annual Report for Fiscal Year (FY) 2020-21 (Attachment A), as approved by the Strong Communities Advisory Committee on November 7, 2022, is presented to the City Council in compliance with the program guidelines.

DISCUSSION
Background
Stockton’s voters approved Strong Communities (Measure M) November 8, 2016. This one-quarter cent (0.25%) transaction and use tax (sales tax) went into effect on April 1, 2017. Strong Communities is a special tax dedicated to enhancing City recreation and library programs, services, and facilities. The ordinance authorizing the tax requires an audit performed by an independent certified public accountant and the establishment of an advisory committee to ensure proper use of the revenues. The Strong Communities Advisory Committee has the responsibility to determine whether expenditures were made consistent with the ordinance. Furthermore, the Council Policy establishing the advisory committee requires an annual report to be submitted to the City Council.

The attached Strong Communities Annual Report for Fiscal Year (FY) 2020-21 (Attachment A) is presented to the City Council for review in compliance with the ordinance and committee policy.

Present Situation
Total tax revenues in FY 2020-21 were $14,035,859. The Strong Communities expenditures totaled $7,713,581 in FY 2020-21. Recreation and Library Programs represented 56% of all expenses, 33% City of Stockton Page 1 of 3 Printed on 11/30/2022
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File #: 22-1118, Version: 1
was spent on capital projects, with the remaining 11% used for City administration and the State of California fees charged for collecting the tax revenues.

The City used Strong Communities funds to achieve the following:
- Developed and implemented safe curbside delivery services - Created an eCard for immediate access to the Library’s digital resources - Implemented a robust and modern messaging system for patron holds and information - Increased sports programming by including free programs for youth, community center-based camp programs, and special events to engage residents in arts and social activities - Offered slate of online virtual programs including arts and crafts, story-times, sports tips and drills, book clubs, and highlighted community resources - Conducted two Esports Tournaments for youth and adults - Replaced in-person activities with virtual “grab and go” events - Redesigned and implemented curriculum-based afterschool programs focusing on academic and social development
- 1,200 families participated in community center Eggstravaganza and Halloween “drive through” events
- 1,800 families enjoyed in-person community events, including National Night Out, Fall Harvest, and Holiday Workshops
- Repaired and re-secured outfield and infield fencing at Louis Park - Completed pre-planning for Stockton Soccer Complex (field lighting, additional restroom building, parking, food truck pads, and playground)
- Completed pre-planning for Misty Holt Singh Softball Complex (scoreboard installation, new maintenance yard, new entry/exit gate)
- Broke ground on the Northeast Library & Community Center - Staff distributed 5,000 meals per month through the community centers - Expanded concerts to other neighborhoods throughout the City, North and South Stockton - Completed staff training for “Alive and Free” with Stockton Police Department and the Office of Violence Prevention
- Library partnered with 2 additional school districts to provide access to the Library’s Overdrive eBook collection for area students
- Implemented virtual class visits to promote online homework help, test preparation, and research resources
- Won an Action on Behalf of Children Award for Library virtual programming to youth during the pandemic
The financial information included in this Annual Report is based on the annual audit. The City received an unmodified (clean) opinion. Staff reported the FY 2020-21 audited Schedule of Revenues, Expenditures, and Change in Fund Balance to the Council Audit Committee and to the City Council in March 2022. The Strong Communities Advisory Committee discussed the FY 2020- 21 Annual Report for presentation to the Council and the public and approved the report at its November 7, 2022 meeting.

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FINANCIAL SUMMARY
There is no financial impact from the presentation of this report.

Attachment A - Strong Communities Advisory Committee Annual Report FY 2020-21 City of Stockton Page 3 of 3 Printed on 11/30/2022
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www.stocktonca.gov/measurem
Program information available at:
www.stocktonca.gov/recreation
www.ssjcpl.org

STRONG COMMUNITIES

ADVISORY COMMITTEE

ANNUAL REPORT
FISCAL YEAR 2020-21
ATTACHMENT A 809

STRONG COMMUNITIES PRIORITIES
• Enhance safe after-school and summer programs for children and teens • Enhance public computer access/wireless connectivity
• Enhance evening and weekend hours at libraries and community centers • Preserve and expand existing library and recreation programs • Extend services to under-served areas of the City
SHARING THE CITY OF STOCKTON’S PROGRESS
When voters approved Strong Communities (Measure M) in November 2016 by a margin of 76%, they sent a strong message that Library and Recreation services in the City of Stockton should be a priority for our youth and families. This, the fiscal year (FY) 2020-21 annual report, shares the progress toward achieving those priorities and the plans for the future. Increasing open hours, expanding access, and planning new and renovated facilities are just a few of the positive changes that have been undertaken since the Strong Communities Initiative passed. Within this report you will find detailed information about those key initiatives along with a transparent accounting of how revenues have been spent and how staff is planning expenditures over the 16-year lifespan of the Initiative. With the direction of the City Council and input from the Strong Communities Advisory Board, staff commits to providing services, facilities and programs that will enhance the quality of life for Stockton residents.
“Building resilient communities by cultivating
healthy bodies and curious minds.”
page 2

MEASURE M
Measure M is a local ¼ cent sales tax passed by voters on November 8, 2016 and effective April 1, 2017. Revenues from the Measure M/Strong Communities Initiative are dedicated specifically to City of Stockton Library and Recreation programs, services, and facilities.

ATTACHMENT A
810
GOALS FOR FY 2021-22
page 3
• Work to implement “Alive and Free” with Stockton Police Department and the Office of Violence Prevention. • Deploy library and recreation programs to the most under-served parts of the community • Develop an operational plan for the new Northeast Library and Recreation Community Center • Utilize $8.5 million of State grant funds to renovate McKinley Park • Complete Stockton Soccer Complex restroom and play area maintenance • Reintroduce theatre program through Community Centers • Hotspot and Chromebook lending for the City
• Release RFP to select a vendor for design proposals for the Chavez Library Renovation • Award design contract for Victory Park Pool

GUIDING PRINCIPLES AND
ACCOMPLISHMENTS IN FY 2020-21
RESTORE SERVICES:
• Developed and implemented safe curbside delivery services • Created an eCard for immediate access to the Library’s digital resources • Implemented a robust and modern messaging system for patron holds and information • Increased sports programming by including free programs for youth, community center-based camp programs and special events to engage residents in arts and social activities • Offered slate of online virtual programs including arts and crafts, story-times, sports tips and drills, book clubs, and highlighted community resources
• Conducted two Esports Tournaments for youth and adults • Replaced in-person activities with virtual “grab and go” events • Redesigned and implemented curriculum-based afterschool programs focusing on academic and social development
• 1,200 families participated in community center Eggstravaganza and Halloween “drive through” events • 1,800 families enjoyed in-person community events including National Night Out, Fall Harvest and Holiday Workshops
IMPROVE ASSETS WHENEVER POSSIBLE:
• Repaired and re-secured outfield and infield fencing at Louis Park • Completed pre-planning for Stockton Soccer Complex (field lighting, additional restroom building, parking, food truck pads and playground)
• Completed pre-planning for Misty Holt Singh Softball Complex (scoreboard installation, new maintenance yard, new entry/exit gate)
FOCUS ON UNDERSERVED AREAS:
• Broke ground on the Northeast Library & Community Center • Staff distributed 5,000 meals per month through the community centers • Expanded concerts to other neighborhoods throughout the City, North and South Stockton • Completed staff training for “Alive and Free” with Stockton Police Department and the Office of Violence Prevention
LEVERAGE PARTNERSHIPS:
• Library partnered with 2 additional school districts to provide access to the Library’s Overdrive eBook collection for area students
• Implemented virtual class visits to promote online homework help, test preparation and research resources
• Won an Action on Behalf of Children Award for Library virtual programming to youth during the pandemic ATTACHMENT A 811
30%
26%
11%
33%
ADVISORY COMMITTEE FY 20-21
Motecuzoma Sanchez ∞ Ernesto Gonzalez ∞
Miguel Guillen ∞ Kevin Redick ∞ Jose Ruiz ∞
Sofia Colon

A LOOK AT THE NUMBERS
FY 2020-21 EXPENDITURES
Total: $7,713,581 Recreation
$2,286,746
Library
$2,009,163
Administration
$828,397
Capital
Projects
$2,589,276

MEASURE M REVENUES BY QUARTER
stocktonca.gov/measurem
Program information available at:
stocktonca.gov/recreation
ssjcpl.org

GENERAL FUND
CONTRIBUTION FY 2020-21:

LIBRARY: $3,984,500
RECREATION: $3,840,500
TOTAL: $7,825,000

MEASURE M TAX TOTAL
FY 2020-21:
$13,932,7481
INTEREST: $103,1112
TOTAL REVENUE: $14,035,859
1) Measure M Tax Revenue: There is a variance of $87,073 between the audited Measure M Tax Revenues and the revenues by quarter due to an incorrect allocation in FY 2019-20 identified by the City’s sales tax consultant that was corrected in subsequent receipts in FY 2020-21. 2) Interest Revenue: The reported Interest revenue amount of $103,111 includes a negative entry of $217,057 representing the change in the value of investments at 6/30/21, consistent with Generally Accepted Accounting Principles. The actual interest earnings realized in FY 2020-21 were $320,168. $4.05
$3.33 $3.30 $3.17 $3.06
$2.25
$3.12 $3.01 $2.87 $2.71
$3.00
$0.00
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
Apr-Jun
2021
Jan-Mar
2021
Oct-Dec
2020
Jul-Sept
2020
Apr-Jun
2020
Jan-Mar
2020
Oct-Dec
2019
Jul-Sept
2019
Apr-Jun
2019
Jan-Mar
2019
Oct-Dec
2018
Millions
ATTACHMENT A 812
City of Stockton
Legislation Text
File #: 22-1181, Version: 1

COUNCIL COMMITTEE/BOARD AND COMMISSION MINUTES

RECOMMENDATION
Information item only. No action required.

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814
815
816
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818
819
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823

MINUTES

PLANNING COMMISSION
MEETING OF MAY 12, 2022
425 N. El Dorado St. Stockton, CA

1. CALL TO ORDER/ROLL CALL -5:32 PM
Roll Call

Present:

Brenda Jones
Waqar Rizvi
Jeff Sanguinetti
Gerardo Garcia

Absent:

Anne Mallett, Brando Villapudua, and Xavier Mountain.

2. PLEDGE TO FLAG
The Pledge of Allegiance was led by Commissioner Rizvi

3. ADOPTION OF CONSENT CALENDAR

3.1 22-0381 REQUEST FOR A ONE-YEAR TIME EXTENSION FOR AN APPROVED

TENTATIVE MAP FOR TRA VIGNE WEST DEVELOPMENT PROJECT
(TENTATIVE MAP APPLICATION NO. P22-0125)

RECOMMENDATION
Staff recommends that the Planning Commission adopt a resolution approving a one-year time extension for the Tra Vigne West Development project tentative map.

Legislation Text
Attachment A - AP.r.roved CltY. Council Resolution
Attachment 8 - Location MaP., General Plan and Zoning
Attachment C - AP.r.roved Tentative Mag
Attachment D - AP.P.licant Reguest
Pror.osed Resolution - Recommending AP.P.roval
Exhibit 1 - Tentative Subdivision MaP.

Note: This item was pulled by staff from the agenda
Around the Bench Memo
Attachment A 824

4. PUBLIC COMMENT
None

5. PUBLIC HEARINGS/ENVIRONMENTAL ASSESSMENTS

5.1 22-0398 REQUEST FOR A USE PERMIT AND WAIVER FOR THE OFF-SALE OF

BEER, WINE, AND DISTILLED SPIRITS AT A PROPOSED LIQUOR STORE, LOCATED AT 2701 E HAMMER LANE IN SUITE 117 (P22-0044) (APN 090-580- 07)
Legislation Text
Attachment A - Location, General Plan and Zoningj\/l_gru; Attachment B - ProRosed Floor Plan
Attachment C - Crime ReP.orting Data
Resolution - Recommending ARP.roval
8RRCOVed Resolution 2022-05-12-0501
Exhibit 1
Chenda Tung, Applicant - spoke to the item
Approve Motion 2022-05-12-0501
Approving the request for the off-sale of beer, wine and distilled spirits at a proposed liquor store at 2701 East Hammer Lane, Suite 117, based on the findings and subject to the conditions in the proposed resolution.

Moved by: Waqar Rizvi, seconded by Gerardo Garcia.

Vote: Motion carried 4-0
Yes: Brenda Jones, Waqar Rizvi, Jeff Sanguinetti, and Gerardo Garcia.

Absent: Anne Mallett, Brando Villapudua, and Xavier Mountain.

6. NEW BUSINESS
None

7. UNFINISHED BUSINESS
None

8. REPORTS/COMMUNICATIONS/INFORMATIONAL ITEMS
Michael McDowell, Deputy Director Community Development - Planning Commissioner training, May 20, 2022, Institute for Local Government Attachment A 825

9. COMMISSIONERS COMMENTS
None

10. ADJOURNMENT - 6:15 PM
STEPHANIE OCASIO \"'

N'SECRETARY, COMMUNITY

DEVELOPMENT DEPARTMENT
Attachment A 826

City Council and Concurrent AuthoritiesDecember 6, 2022

City Council and Concurrent Authorities
December 6, 2022