Agenda packet — Turlock City Council, January 14, 2025 (part 5 of 5)

National Environmental Policy Act (NEPA) of 1969 was not required, and WHEREAS, the rehabilitation of the existing building located at 432 S. Broadway is only subject to obtaining building permits and does not require any discretionary approvals and therefore is Exempt from the provisions of CEQA in accordance with Section 15268 (Ministerial Projects) of the CEQA Guidelines; and
WHEREAS, amendments to the promissory note, the loan agreement, the deed of trust, and a regulatory agreement are provided as Exhibit A; and
WHEREAS, this is approving an additional loan in the amount of $92,257 in HEAP funds, and $400,000 in CDBG funds for a total of $492,257. The facility will have to operate as a day center for a minimum of 12 years from the date of project completion.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby approve an Amended and Restate Promissory Note, First Amendment to a Loan Agreement with Forgivable Terms, a modification to the Dead of Trust, and First Amendment to the Regulatory Agreement in a form approved the by the City Attorney, between the City of Turlock and Turlock Gospel Mission, a 501(C)(3) non-profit organization, for the rehabilitation of the real property located at 432 S. Broadway, Turlock (APN #043-049-032-000) in the total amount of $492,257, to be funded in the amount of $92,257 from Fund 257 “State HOME Fund” account 257-41-491.47212 “Homeless Assistance Projects” and $400,000 form Fund 255 “CDBG” account 255-41-485.47210_006 “Housing Program Services Programs Public Improvements” subject to the terms and conditions as outlined in Attachment A, and authorizing the City Manager to execute all related and necessary documents.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 14th day of January, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California
2251\02\3744339.3 1

AMENDED AND RESTATED PROMISSORY NOTE

GOSPEL MISSION FORGIVABLE LOAN

PROMISSORY NOTE SECURED BY DEED OF TRUST
432 South Broadway
Turlock, California
$700,895 Turlock, California
January 14, 2025
FOR VALUE RECEIVED, the undersigned Turlock Gospel Mission, a California nonprofit public benefit corporation ("Borrower") hereby promises to pay to the order of the City of Turlock, a municipal corporation, 156 S. Broadway Ste. 140, Turlock, CA 95380 ("Holder"), a principal amount of up to Seven Hundred Thousand Eight Hundred Ninety-Five Dollars ($700,895) or so much thereof as is disbursed to Borrower pursuant to the Loan Agreement (as defined below), plus interest thereon pursuant to Section 2 below. The Amended and Restated Promissory Note replaces that certain Promissory Note dated May 12, 2021 given by Borrower to Holder and the Promissory Note dated May 12, 2021 is hereby cancelled and of no further force and effect.

1. Borrower's Obligation. This promissory note (the "Note") evidences Borrower's obligation to pay Holder the principal amount of up to Seven Hundred Thousand Eight Hundred Ninety-Five Dollars ($700,895) for the funds loaned to Borrower by Holder to finance the development expenses associated with that certain property pursuant to the Loan Agreement between Borrower and Holder dated May 12, 2021 as amended by the First Amendment to the Loan Agreement dated as of even date herewith (the "Loan Agreement"). All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Loan Agreement.

2. Interest.
(a) This Note bears simple interest at the rate of zero percent (0%) per annum from the date of disbursement.
(b) If an Event of Default occurs, interest on all amounts due under this Note will begin to accrue at the Default Rate as set out in the Loan Agreement, as of the date of Default and continuing until such time as the Loan funds are repaid in full or the Default is cured.

3. Term and Repayment Requirements. One Twelfth of the funds loaned to Borrower pursuant to this Note shall be forgiven each year on the anniversary date of this Note commencing on the first anniversary date of this Note and continuing until such time as the full amount of the loan is forgiven, provided however, in the Event of a Default or if the property subject to the Deed of Trust securing the loan is sold, transferred with or without consideration 2251\02\3744339.3 2
or conveyed by any instrument or court order prior to the full forgiveness of the Loan, the unpaid balance of the principal shall become immediately due and payable.

4. No Assumption. This Note is not assumable by the successors and assigns of Borrower without the prior written consent of Holder, except as may be otherwise set forth in the Loan Agreement. Any permitted transferee under Section 3.10 of the Loan Agreement shall be entitled to assume Borrower's obligations hereunder.

5. Security. This Note is secured by that certain Deed of Trust with Assignment of Rents, Security Agreement, and Fixture Filing as modified by that certain Modification to Deed of Trust (the "Deed of Trust") wherein Borrower is the Trustor and Holder is the Beneficiary.

6. Terms of Payment.
(a) All payments due under this Note must be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.
(b) All payments on this Note must be paid to Holder at the City of Turlock Housing Program Services Division, 156 S. Broadway Ste. 140 Turlock, CA 95380, or to such other place as Holder of this Note may from time to time designate. (c) All payments on this Note must be without expense to Holder, and Borrower agrees to pay all costs and expenses, including re-conveyance fees and reasonable attorney's fees and other professional service fees and costs of Holder, incurred in connection with the payment of this Note and the release of any security hereof. (d) Notwithstanding any other provision of this Note, or any instrument securing the obligations of Borrower under this Note, if, for any reason whatsoever, the payment of any sums by Borrower pursuant to the terms of this Note would result in the payment of interest which would exceed the amount that Holder may legally charge under the laws of the State of California, then the amount by which payments exceed the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate.

7. Default.
(a) The entire unpaid principal balance, together with all interest thereon, and together with all other sums payable under this Note, shall at the option of Holder become immediately due and payable without further demand, upon occurrence of:
(i) Any failure of Borrower to pay, in full, any payment required under this Note within ten (10) days after receipt of notice from Holder that such payment is due;
2251\02\3744339.3 3
(ii) Any failure in the performance by Borrower of any term, condition, provision, or covenant set forth in this Note subject to the notice and cure period set forth in Section 5.1 of the Loan Agreement;
(iii) The occurrence of any event of default under any of the Loan Documents, or other instrument securing the obligations of Borrower under this Note or under any other promissory notes hereafter issued by Borrower to Holder pursuant to the Loan Agreement or the Deed of Trust, subject to notice and cure periods, if any, set forth therein. (b) Holder's failure to exercise the remedy set forth in Subsection 7(a) above or any other remedy provided by law upon the occurrence of one or more of the foregoing events of default described in subsections (i) through (iii) above, will not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other default. The acceptance by Holder hereof of any payment which is less than the total of all amounts due and payable at the time of such payment will not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of Holder, except as and to the extent otherwise provided by law.

8. Waivers.
(a) Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, notice of dishonor and notice of non-payment of this Note. Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that Holder may accept further security or release any security for this Note, all without in any way affecting the liability of Borrower. (b) No extension of time for payment of this Note or any installment hereof made by agreement of Holder with any person now or hereafter liable for payment of this Note will operate to release, discharge, modify, change or affect the original liability of Borrower under this Note, either in whole or in part.
(c) The obligations of Borrower under this Note shall be absolute and Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever.

9. Miscellaneous Provisions.
(a) All notices to Holder or Borrower shall be given in the manner and at the addresses set forth in the Loan Agreement, or to such addresses as Holder and Borrower may therein designate.
(b) Borrower promises to pay all costs and expenses, including reasonable attorney's fees and other professional service fees and costs, incurred by Holder in the 2251\02\3744339.3 4
enforcement of the provisions of this Note, regardless of whether suit is filed to seek enforcement.
(c) This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.
(d) This Note shall be governed by and construed in accordance with the laws of the State of California.
(e) The times for the performance of any obligations hereunder shall be strictly construed, time being of the essence.
(f) Any defined terms not otherwise defined herein shall have the meaning ascribed to such terms in the Loan Agreement.
(g) This document, together with the Loan Documents, contains the entire agreement between the parties as to the Loan. It may not be modified except upon written consent of the parties.
[Remainder of page intentionally blank.]
[Signature on following page.]
City Promissory Note
Signature Page
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S-1
IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year first above written.

BORROWER:

TURLOCK GOSPEL MISSION, a California
nonprofit public benefit corporation
By: ____________________________
Name:__________________________
Title:____________________________
2251\02\3744322.2

FIRST AMENDMENT TO LOAN AGREEMENT

WITH TURLOCK GOSPEL MISSION
432 S. Broadway
Turlock, California
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”), dated January 14, 2025 (the “Effective Date”), is entered into by and between the City of Turlock, a municipal corporation (the “City”) and Turlock Gospel Mission, a California non-profit benefit corporation (the “Borrower”) and amends that certain loan agreement dated May 12, 2021, (the “Agreement”) between the City and the Borrower. The City and the Borrower are collectively referred to herein as the “Parties.” Capitalized terms used in this Amendment and not defined herein have the meaning ascribed to them in the Agreement.

RECITALS
A. The City and the Borrower previously entered into the Agreement pursuant to which the City provided the Borrower with Loan funds in the amount of Three Hundred Thirty Thousand Dollars ($330,000) ("Original Loan") to renovate the real property known as 432 S.

Broadway to provide a day center for the homeless.

B. Pursuant to the terms of the Original Loan, ten percent (10%) of the Original Loan was to be forgiven each year during the ten-year period of the Original Loan. As of the date of this Amendment, One Hundred Twenty-One Thousand Three Hundred Sixty-Two Dollars ($121,362) of the Original Loan has been forgiven leaving a remaining balance due of Two Hundred Eight Thousand Six Hundred Thirty-Eight Dollars ($208,638).

C. The City has received Community Block Grant (“CDBG Funds”) from the United States Department of Housing and Urban Development (“HUD”). The CDBG Funds are governed by the statutory and regulatory provisions of the CDBG program under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. 5301 et seq.), as amended.

D. Due to unforeseen circumstances the costs of renovation of the Property exceed the original amount loaned to Borrower pursuant to the Agreement. In order to complete the renovation so that the Property can be used for the day center, Borrower intends to continue renovation of real property known as 432 S Broadway, as described in Exhibit A (Scope of Work).

E. Borrower has requested and City has agreed to provide an additional loan to Borrower in an amount not to exceed Ninety-two Thousand Two Hundred and Fifty-Seven Dollars ($92,257) from HEAP Funds and an amount not to exceed Four Hundred Thousand Dollars ($400,000) from CDBG Funds for a total additional loan amount of Four Hundred Ninety-Two Thousand Two Hundred and Fifty-Seven Dollars ($492,257).

F. Concurrently with the execution of this Amendment, the City and the Borrower will execute an Amended and Restated Promissory Note (the “Amended Note”). The Agreement, this Amendment, the Amended Note, the Regulatory Agreement and the Deed of 2251\02\3744322.2
Trust are collectively referred to in the Agreement and in this Amendment as the “Loan Documents.”
THEREFORE, the City and Borrower hereby agree as follows:

1. Definitions. The following subsections of Section 1.1 are amended in their entirety to read as follows:
(e) “Deed of Trust” means the Deed of Trust with Assignment of Rents dated May 12, 2021 and recorded in the Official Records of Stanislaus County on May 17, 2022 as Instrument No. 2022-0036749 as modified by that certain Modification to Deed of Trust dated of even date herewith and recorded against the Property. (t) “Regulatory Agreement” means the Regulatory Agreement and Declaration of Restrictive Covenants between City and Borrower dated March 1, 2016 and recorded in the Official Records of Stanislaus County on March 29, 2016 as Instrument No. 2016- 21907 as amended by the First Amendment to Regulatory Agreement and Declaration of Restrictive Covenants of even date herewith to be recorded against the Property. (o) “Loan” shall mean the Original Loan with a remaining principal balance owed of Two Hundred Eight Thousand Six Hundred Thirty-Eight Dollars ($208,638) as well as the additional loan funds provided pursuant to this Amendment of Four Hundred NinetyTwo Thousand Two Hundred and Fifty-Seven Dollars ($492,257) for a total loan amount of Seven Hundred Thousand Eight Hundred Ninety-Five Dollars ($700,895).

2. Use of Loan Funds/Statement of Work. Section 2.3 of the Agreement is hereby amended in its entirety to read as follows:

Section 2.3 Use of Loan Funds/Statement of Work. The Loan is being provided to renovate the Development. The Original Loan funds have been used for the initial scope of work detailed in the Work Write Up attached to the Agreement as Exhibit C. The additional work to be completed with use of the additional Loan funds is detailed in the Amended Work Write Up attached to this Amendment as Exhibit A. The budget for the work set forth in Exhibit A is not to exceed Four Hundred Ninety-Two Thousand Two Hundred Fifty-Seven Dollars ($492,257). The schedule for commencement of the work set forth in Exhibit A is January 24, 2025 with completion estimated on May 24, 2025.

The additional Loan funds will be held in escrow by the City. Any balance of escrow funds following completion of the Improvements shall be returned to the City. City staff will monitor work progression and approve progress payments to contractor through escrow.

3. Records. Section 3.2(a) is amended to add subsection (v) as set forth below:
2251\02\3744322.2
Section 3.2(a)(v) Records demonstrating the eligibility of activities under CDBG and HOME regulations set forth in 24 CFR 570 et seq and 24 CFR 92 et seq. Funds must meet one of the national objectives of the CDBG program set forth in 24 CFR 570.208.

4. Operation of Development as Day Center for Homeless. Section 3.8 is amended in its entirety to read as follows:

Borrower shall operate the Facility as a homeless service center throughout the Term of this Agreement.

4. Audits. Borrower shall provide copies of all audits required pursuant to Section 3.3 of the Agreement to HUD as well as any other entities identified in Section 3.3.

5. Effect of Amendments. The Amendment shall take effect on the date first set forth above. Unless otherwise amended herein, all provisions of the Agreement shall remain in full force and effect. In the event of any conflict between the terms of this Amendment and the Agreement, the Amendment shall control. All defined terms not otherwise defined herein shall have the meaning set forth in the Agreement.

IN WITNESS WHEREOF, this Amendment has been entered into by the Parties as of the date first above written.

CITY OF TURLOCK, a municipal corporation
By: __________________________________________________
Reagan M. Wilson, City Manager
ATTEST:

By: ______________________________
Nichole Fiez, City Clerk

APPROVED AS TO FORM
By: _________________________________________________
George A. Petrulakis, City Attorney

TURLOCK GOSPEL MISSION,
a non-profit public benefit corporation
2251\02\3744322.2
By: _____________________________________________
Board President
2251\02\3744429.3 1

NO FEE DOCUMENT

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Turlock
Housing Program Services
156 S. Broadway, Suite 140
Turlock, CA 95380

No fee for recording pursuant to
Government Code Section 27383
APNS: 043-049-032

MODIFICATION AGREEMENT FOR DEED OF TRUST AND ASSIGNMENT OF RENTS (Turlock Gospel Mission)
432 South Broadway
Turlock, California
This MODIFICATION AGREEMENT FOR DEED OF TRUST AND ASSIGNMENT OF RENTS (the "Agreement") is dated January 14, 2025 5(the "Effective Date"), and is between the City of Turlock, a municipal corporation of the State of California (the "City" or "Beneficiary"), and Turlock Gospel Mission, a California nonprofit public benefit corporation ("Borrower" or "Trustor").

RECITALS
A. Borrower owns that certain real property located at 432 S. Broadway, Turlock, California as more particularly described in Exhibit A to this Agreement (the "Property").

B. The City previously loaned to Borrower funds in the amount of Three Hundred Thirty Thousand Dollars ($330,000) ("Original Loan") evidenced by a Loan Agreement between Borrower and the City dated May 12, 2021, as further evidenced by that certain Promissory Note given by the Borrower to the City dated May 12, 2021 and secured by a Deed of Trust dated May 12, 2021 and recorded against the Property in the Official Records of the County of Stanislaus as Document No.2022-0036749 on May 17, 2022 ("Deed of Trust"). Pursuant to the terms of the Original Loan, One Hundred Twenty-One Thousand Three Hundred Sixty-Two Dollars ($121,362) of the Original Loan has been forgiven leaving a remaining principal balance owed of Two Hundred Eight Thousand Six Hundred Thirty-Eight Dollars ($208,638).

C. The City now desires to increase the funds loaned to the Borrower to a total loan amount of Seven Hundred Thousand Eight Hundred Ninety-Five Dollars ($700,895) (“Loan") in accordance with the terms and conditions of the First Amendment to the Loan Agreement dated January 14, 2025 ("First Amendment to Loan Agreement"). 2251\02\3744429.3 2
D. The City and Borrower now desire to modify the Deed of Trust. Concurrently herewith, Borrower and City will execute the First Amendment to the Loan Agreement, and the Borrower will execute an amended and restated promissory note to reflect the new Loan amount (the "Amended and Restated Note").

AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated into the Agreement by this reference, the mutual promises of the parties, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows:

ARTICLE 1 AMENDMENT OF DEED OF TRUST
Section 1.1 The Loan Amount set forth in the Deed of Trust is hereby amended to be $700,895.

ARTICLE 2 GENERAL PROVISIONS
Section 2.1 Full Force and Effect.

Except as set forth in this Agreement, the Deed of Trust remains unmodified and is in full force and effect.

Section 2.2 Applicable Law.

This Agreement is governed by the laws of the State of California.

Section 2.3 Multiple Originals; Counterpart.

This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.

Remainder of Page Left Intentionally Blank
Signature page
Modification Agreement for
2251\02\3744429.3
WHEREAS, this Agreement has been entered into by the undersigned as of the date first above written.

ATTEST:

By:________________________
Nichole Fiez, City Clerk
APPROVED AS TO FORM:

By: ________________________
George A. Petrulakis
City Attorney
CITY:

CITY OF TURLOCK, a municipal corporation
By: ________________________________
Reagan M. Wilson, City Manager
BORROWER:

TURLOCK GOSPEL MISSION,
a California nonprofit public benefit corporation
By: ______________________
NAME: ___________________
TITLE:____________________
Signature page
Modification Agreement for
2251\02\3744429.3

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

Signature page
Modification Agreement for
2251\02\3744429.3

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

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
The land referred to herein is situated in the State of California, County of Stanislaus, City of Turlock and described as follows:

Lot 13 and 14 in Block 512 of “City of Turlock”, as per map filed February 6, 1920 in Book 9 of Maps,

Page 25 ends

APN: 043-049-032
(End of Legal Description)
1 2251\02\3744409.1

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Turlock
Housing Program Services Division
156 S Broadway, Suite 250
Turlock, CA 95380
Attn: Housing Manager

NO FEE DOCUMENT PURSUANT TO
GOVERNMENT CODE SECTION 27383
____________________________________________________________________________ APN: __________

FIRST AMENDMENT TO REGULATORY AGREEMENT AND

DECLARATION OF RESTRICTIVE COVENANTS
(Turlock Gospel Mission – CDBG Funds)
432 South Broadway
Turlock, California
This First Amendment to Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement") is made and entered into as of January 14, 2025, by and between the City of Turlock, a municipal corporation (the "City") and Turlock Gospel Mission, a California nonprofit public benefit corporation (the "Borrower").

RECITALS
A. The City and Borrower have entered into Regulatory Agreement and Declaration of Restrictive Covenants dated March 1, 2016 and recorded in the Official Records of the County of Stanislaus on March 29, 2016 as Instrument No. 2016-21907 (“Regulatory Agreement”) that restricts the use of that certain property located in the City of Turlock and more particularly described in Exhibit A attached hereto and incorporated herein (the “Property”) to a day center for homeless individuals and families providing case management and other services. (the “Development”).

B. The City and the Borrower now desire to amend the Regulatory Agreement as set forth below.

THEREFORE, the City and Borrower hereby agree as follows:
2 2251\02\3744409.1

1. Definitions and Interpretation. Unless the context otherwise requires, the capitalized terms used herein shall have the respective meanings assigned to them in the recitals hereto, or in Section 1.1 of the Regulatory Agreement.

2. Term. Section 1.1(f) of the Regulatory Agreement is amended to read as follows:
“Term” means the term of this Agreement which commenced March 1, 2016 and expires twelve (12) years after the Improvements that are part of the Development are completed as evidenced by a certificate of occupancy or final sign off on the building permit.

3. Use Requirements/Restrictions. Section 2.1a of the Regulatory Agreement is amended to read as follows:
(a) Service Center. During the Term, Borrower shall use the Development only to service homeless individuals and families and case management relating thereto.

4. Additional Information. Section 3.3 of the Regulatory Agreement is amended to read as follows:

Borrower shall provide additional information related to the Development or related public information reasonably requested in writing by the City.

5. Periodic Performance Review. Section 4.2 of the Regulatory Agreement is amended to read as follows:

The City reserves the right to conduct reviews of the management practices and financial status of the Development. The purpose of each periodic review will be to enable the City to determine if the Development is being operated and managed in accordance with the requirements and standards of this Agreement. The City shall give the Borrower written notice of its intent to conduct such reviews at least five (5) business day prior to commencing any such review. Any such review shall be at a time mutually agreed to by the Borrower and the City. To the extent the City completes a written report after such a review, a copy of such report shall be provided to the Borrower.

6. Approval of Management Policies. Section 4.4 of the Regulatory Agreement is amended to read as follows:

Borrower shall submit its written management policies with respect to the Development to the City for its review, and, at the request of the City, shall amend such policies in any way necessary to ensure that such policies comply 3 2251\02\3744409.1
with the provisions of this Agreement. Any changes to the management policies proposed by the City shall be submitted, in writing, to the Borrower for its review and approval.

7. Execution of Counterparts. This Amendment to Regulatory Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

[Signatures on following Page]
4 2251\02\3744409.1
IN WITNESS WHEREOF, the City, and Borrower have executed this Agreement on or as of the date first above written.

BORROWER
Turlock Gospel Mission, a California nonprofit
public benefit corporation,
By: _____________________________
Name: ___________________________
Title: ___________________________
5 2251\02\3744409.1
CITY:

CITY OF TURLOCK,
a municipal corporation
By: __________________________________
Reagan M. Wilson, City Manager
ATTEST:

By: _____________________________
Nichole Fiez, City Clerk
APPROVED AS TO FORM:

By: ____________________________
George A. Petrulakis, City Attorney
2251\02\3744409.1

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

ATTACHMENT A

PROPERTY DESCRIPTION
The land referred to herein is situated in the State of California, County of Stanislaus, City of Turlock and described as follows:

Lot 13 and 14 in Block 512 of “City of Turlock”, as per map filed February 6, 1920 in Book 9 of Maps,

Page 25 ends

APN: 043-049-032
(End of Legal Description)
CITY CONTRACT NO. ___, Amendment No. 1
10/2023 {PLA}
2251\02\3744235.1
2251\02\3745210.1
AMENDMENT NO. 1
to the
Agreement between the
Turlock Gospel Mission
432 South Broadway, Turlock, California
and
ANV Contractors Inc.

THIS AMENDMENT NO. 1, dated January 14, 2025, is entered into by and between the Turlock Gospel Mission, hereinafter referred to as “OWNER” and Nicolas Vargas of ANV Contractors Inc, hereinafter referred to as “CONTRACTOR”.

WHEREAS, the parties hereto previously entered into an Agreement dated June 2, 2021, whereby CONTRACTOR will perform construction rehabilitation of property attached hereto marked Exhibit “A” (hereinafter the “Agreement”).

NOW, THEREFORE, the parties hereto mutually agree to amend said Agreement as follows:

1. Section 1 of the Agreement is amended in its entirety to read as follows:
“_. Description of Work: The scope of work to be performed by CONTRACTOR on OWNER’s property located at 432 S. Broadway, Turlock, CA 95380 shall be as specified in the Additional Work Write-up, dated April 26, 2024, attached hereto marked as Exhibit "A," incorporated herein by reference and hereinafter referred to as the "PROJECT,". For avoidance of doubt Exhibit A attached hereto replaces and supersedes Exhibit A attached to the Agreement in its entirety. All work to be performed pursuant to this agreement shall be performed in strict conformance with and to the exact standards established in the approved plans and the additional scopes of work provided as Exhibit “A”. No oral agreements relative to the work shall be binding on CONTRACTOR or OWNER.

2. Section 2 of the Agreement is amended in its entirety to read as follows:

Time of Completion. The Contractor shall begin the scope of work specified in Exhibit A attached to this Amendment within ten (10) calendar days of the OWNER’s issuance of an Order to Proceed and shall complete such work within one hundred twenty (120) calendar days after commencement.

CITY CONTRACT NO. ___, Amendment No. 1
10/2023 {PLA}
2251\02\3744235.1
2251\02\3745210.1

3. Section 3 of the Agreement is amended to add the following language:
”_. CONTRACTOR’s Responsibilities: The CONTRACTOR shall certify by entering into this AGREEMENT that neither it or nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this AGREEMENT by any federal agency or by any department, agency or political subdivision of the state.

4. The final paragraph of Section 4 of the Agreement is revised to read as follows:

The OWNER shall be familiar with the scope of the work.

5. Section 5 of the Agreement is amended to read as follows:
”_. Agreed Payment to CONTRACTOR: OWNER agrees to pay
CONTRACTOR for the described work in Exhibit “A” the sum of Three Hundred Forty-Six Thousand Nine Hundred Seventy-Eight Dollars ($346,978.00), and Nineteen Thousand Two Hundred Ninety-Six Dollars ($19,296.00) for the additional cost of prevailing wage from the remaining Phase 1 scope of work to be completed, and Ninety-Six Thousand Four Hundred Eighty Dollars ($96,480.00) for 90% progress payment and 10% retention payment for Phase 1 scope of work that was never paid For a total sum not to exceed Four Hundred Sixty-Two Thousand Seven Hundred Fifty-Four Dollars ($462,754.00).

OWNER’s project construction is funded by U.S. Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) funds from the City of Turlock. Payments under Sections 6 and 7 to CONTRACTOR are subject to the internal processing time of the City of Turlock and the OWNER.

OWNER will use due diligence to process invoices in a timely manner to complete its review of the construction progress and invoice sign-off consistent with the schedule specified in Sections 6 and 7. Any payment issues that are beyond the control of the OWNER will be communicated to the Contractor at the earliest possible time.
.

6. Section 6 of the Agreement is amended in its entirety to read as follows:
”_. Progress Payments: …Payment for the work performed shall be paid to the CONTRACTOR within twenty (20) days after the work has been approved as satisfactorily completed, and after the Owner receives the CONTRACTOR's detailed, itemized invoice. The CONTRACTOR shall submit detailed, itemized invoices as work is completed as per Scopes of Work attached as Exhibit “A” and completed as per approved plans.

For the purposes of this Agreement, "Approved as satisfactorily completed work" shall mean that the work described in Section 1, herein above, has been performed in strict accordance with and to the exact standards established by Exhibits A, which has been incorporated herein and has been made a part hereof as though set forth in full per Section 1, herein above, as well as any and all properly executed Change Orders CITY CONTRACT NO. ___, Amendment No. 1
10/2023 {PLA}
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made in conformance with Section 12, herein below, and any and all other legal requirements in the reasonable judgment of the OWNER.

If the performed work is not approved as satisfactorily completed work due to its failure to meet the standards established by Exhibit A referenced in Section 1 of this AGREEMENT, then such work shall be considered substandard and incomplete and no progress payment pursuant to the progress payment schedule established herein below shall be due.

7. Section 7 of the agreement is amended in its entirety to read as follows:
”_. Final Payments…
When the work is completed, in accordance with this agreement, and has passed inspection as evidenced by final sign off on the building permit by the City Building Official, and the CONTRACTOR has provided to the OWNER recorded Unconditional Lien Releases from all subcontractors, and CONTRACTOR has provided to the OWNER copies of all complete installation, operation and maintenance manuals for all equipment or materials used in the work and has assigned all warranties to the OWNER, the OWNER shall make final 10% payment in the amount of Thirty-Four Thousand Six Hundred NinetyEight Dollars and Seventy-One Cents ($34,698.71) to CONTRACTOR no less than thirty (30) days, nor more than forty (40) days after recording of the Notice of Completion.

8. Section 8 of the agreement is amended in its entirety to read as follows:
”_. Delays and Extensions of Time: … If the CONTRACTOR is delayed at any time in the progress of the work by any act or neglect of the OWNER, or by any separate contractor employed by the OWNER, or by changes ordered in the work, or by labor disputes, fire, unusual delay in transportation or due to unavoidable casualties or any causes beyond the CONTRACTOR's control and such delay is found by OWNER to be justified, the time of completion of the Work shall be extended for such reasonable time as determined by OWNER to be required. A request for a time extension for any reasons set forth above must be made in writing and submitted to OWNER no later than ten (10) days after the occurrence or claimed occurrence of unavoidable delay.

9. Section 14 of the agreement is amended to add subsection (g) as follows ”_.General Provisions: g. OWNER and CONTRACTOR acknowledge that the recording of false, fictitious or fraudulent statements or entries on any document provided to the CITY may be punishable as a felony under federal status, including 18 U.S.C Chapter 47.

The parties to this AGREEMENT further acknowledge that the Federal Government is not a party to this AGREEMENT and is not subject to any obligations or liabilities to the nonFederal entity, Contractor, or any other party pertaining to any matter resulting from this contract.

10. Section 15 of the agreement is added to read as follows:
”_.Liquidated Damages from CONTRACTOR: Should the CONTRACTOR fail to complete the work called for in the AGREEMENT within the time fixed in the AGREEMENT for such completion, due allowance being made for the contingencies provided for in Section 8, the CONTRACTOR shall become liable to CITY CONTRACT NO. ___, Amendment No. 1
10/2023 {PLA}
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the OWNER for all loss and damages which the OWNER may suffer on account thereof as a result of having gone beyond the time fixed by the AGREEMENT.

Specifically, the amount shall be Two Hundred Dollars & .00/100 ($200.00) per day for each day the work remains uncompleted beyond the time for completion.

CONTRACTOR expressly allows OWNER to deduct such amounts from the amount owed to the CONTRACTOR under this AGREEMENT.

11.Section 16 of the agreement is added to read as follows:
”_.Resolution of Disputes:
a. If any dispute arises relating to the quality or quantity of materials or workmanship or anything pertaining to the work, the OWNER and CONTRACTOR shall attempt to settle the dispute between themselves without litigation by following the below process:

1. OWNER and CONTRACTOR shall first discuss said dispute with the City of Turlock Housing Program Services Division Manager within five (5) business days of the dispute.

2. In the event that the dispute remains unresolved, then the OWNER and CONTRACTOR shall appeal such dispute to the City of Turlock Development Services Department Director within five (5) business days of the above-referenced discussion with the Housing Program Services Division Manager.

3. If the dispute is not resolved at this level, the parties may appeal such to the Turlock City Manager within five (5) business days of the above-referenced discussion with the Development Services Department Director b. If the parties are unable to reach settlement through their appeal to the City Manager, then they are free to pursue all of their legal remedies as provided by California law.

12.Section 17 of the agreement is added to read as follows:
”_.Indemnification: CONTRACTOR shall defend indemnify and save harmless OWNER, the City of Turlock including the City of Turlock Housing Program Services Division and their officers, elected officials, employees, contractors, agents and servants, and each of them of and from:
a. Any and all claims, demands, causes of action, damages, costs, expenses, losses, or liabilities, in law or in equity, of every kind and nature whatsoever, arising out of or in any manner directly or indirectly connected with the work to be performed under this AGREEMENT, however caused, regardless of any negligence of OWNER, City or their dependents, agents, or servants, be it active or passive, except for the sole negligence or willful misconduct of OWNER, or its dependents, agents, or servants; and,
b. Any and all penalties imposed on account of the violation of any law or regulation, compliance with which is left by this AGREEMENT to CONTRACTOR.

CONTRACTOR shall jointly and severally exonerate, indemnify, pay and protect, defend (with attorneys approved by City of Turlock) and save City of Turlock, and CITY CONTRACT NO. ___, Amendment No. 1
10/2023 {PLA}
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the officers, employees and agents of City of Turlock, harmless from and against any claims (including, without limitation, third party claims for personal injury or real or personal property damage), actions, administrative proceedings (including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs, taxes, assessments, liabilities (including sums paid in settlements of claims), interest or losses, consultant fees, and expert fees, together with all other costs and expenses of any kind or nature that arise directly or indirectly in connection with the presence, suspected presence, release or suspected release of any hazardous materials or substances in or into the air, soil, groundwater, surface water or improvements at, on, about, under or within the PROJECT property, or any portion thereof, or elsewhere in connection with the transportation of hazardous materials or substances to or from the property. Without limiting the generality of the foregoing, the indemnification provided by this Section 17 shall specifically cover costs, including capital, operating and maintenance costs, incurred in connection with any investigation, or monitoring of site conditions, any clean-up, containment, remedial, removal or restoration work required or performed by any federal, state or local governmental agency or political subdivision or performed by any nongovernmental entity or person because of the presence, suspected presence, release or suspected release of any hazardous materials or substances in or into the air, soil, groundwater, surface water, or improvements at, on, about, under, or within the PROJECT property, or any portion thereof, or elsewhere in connection with the transportation of hazardous materials or substances to or from the PROJECT property and any claims of third parties for loss or damage due to such hazardous materials or substances. c. To the fullest extent permitted by law (including, without limitation, California Civil Code sections 2782 and 2782.8), CONTRACTOR shall defend with legal counsel reasonably acceptable to City, indemnify and hold harmless OWNER, City and their officers, elected officials, employees, subcontractors and agents from and against any and all claims, loss, cost, damage, injury (including, without limitation, injury to or death of an employee of CONTRACTOR or its subcontractors), expense and liability of every kind, nature and description that arise out of, pertain to, or relate to acts or omissions of CONTRACTOR, or any direct or indirect subcontractor, employee, contractor, representative or agent of CONTRACTOR, or anyone that CONTRACTOR controls (collectively “Liabilities”). Such obligations to defend, hold harmless, and indemnify City and OWNER and each of their officers, elected officials, employees, subcontractors and agents shall not apply to the extent that such Liabilities are caused in whole by the sole negligence, active negligence, or willful misconduct of Owner or the City, but shall apply to all other Liabilities. With respect to third party claims against the CONTRACTOR, the CONTRACTOR waives any and all rights of any type of express or implied indemnity against City and City’s Agents
d. The above provisions shall in no event be construed to require indemnification by CONTRACTOR or OWNER in excess of that permitted under the public policy of the State of California.

13.Section 18 of the agreement is added to read as follows CITY CONTRACT NO. ___, Amendment No. 1
10/2023 {PLA}
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”_.Insurance Policy: During the Term, the CONTRACTOR shall maintain in full force and effect policies of insurance set forth herein, which shall be placed with insurers with a current A M Best’s rating of no less than A VII and will provide OWNER with written proof of said insurance. CONTRACTOR shall maintain coverage as follows:
a. General Liability. CONTRACTOR shall carry general liability insurance in the amount of Two Million Dollars ($2,000,000.00) per occurrence for bodily injury, personal injury, and property damage. If commercial general liability insurance or another form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Project or the general aggregate shall be Four Million Dollars ($4,000,000.00).
b. Workers’ Compensation Insurance and Employer's Liability. CONTRACTOR shall carry workers’ compensation insurance as required by the State of California under the Labor Code. CONTRACTOR shall also carry employer’s liability insurance in the amount of One Million Dollars ($1,000,000.00) per accident, with a One Million Dollars ($1,000,000.00) policy limit for bodily injury by disease, and a One Million Dollars ($1,000,000.00) limit for each employee’s bodily injury by disease.
c. Errors and Omissions Liability. CONTRACTOR shall carry errors and omissions liability insurance in the amount of no less than Two Million Dollars ($2,000,000.00) per claim or greater if appropriate for the CONTRACTOR's profession. Any deductibles or self-insured retentions must be declared to and approved by OWNER. At the option of OWNER, either the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to OWNER; or the CONTRACTOR shall provide a financial guarantee satisfactory to OWNER guaranteeing payment of losses and related investigations, claims administration and defense expenses.
d. Commercial Automobile Liability. CONTRACTOR shall carry commercial automobile liability insurance in the amount of Two Million Dollars ($2,000,000.00) or greater per occurrence for owned, leased, hired, and borrowed automobiles. e. Umbrella or Excess Policy. CONTRACTOR may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability and automobile Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Professional’s primary and excess liability policies are exhausted. f. Waiver of Subrogation. With the exception of errors and omissions liability insurance, CONTRACTOR hereby agrees to waive subrogation which any insurer of CONTRACTOR may acquire from CONTRACTOR by virtue of the payment of any loss. The commercial general liability policy and workers’ compensation policy shall be endorsed to contain a waiver of subrogation in favor of City for all work CITY CONTRACT NO. ___, Amendment No. 1
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performed by CONTRACTOR, its agents, employees, independent contractors, and subcontractors. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation.

Additional Insurance Requirements. Within five (5) days of the Effective Date, CONTRACTOR shall provide OWNER with certificates of insurance for all of the policies required under this Agreement (“Certificates”), excluding the required workers’ compensation insurance. Such Certificates shall be kept current for the Term of the Agreement and CONTRACTOR shall be responsible for providing updated copies and notifying OWNER if a policy is cancelled, suspended, reduced, or voided. With the exception of the workers’ compensation insurance, all of the insurance policies required in this Agreement shall: (a) provide that the policy will not be cancelled, allowed to expire, or materially reduced in coverage without at least thirty (30) days’ prior written notice to OWNER of such cancellation, expiration, or reduction and each policy shall be endorsed to state such; (b) name the Owner and the City and its elected and appointed councils, commissions, directors, officers, employees, agents, and representatives (“City’s Agents”) as additional insureds with respect to liability arising out of Work, work or operations performed by or on behalf of CONTRACTOR; (c) cover products and completed operations of CONTRACTOR, premises owned, occupied, or used by the CONTRACTOR, or automobiles owned, leased, or hired or borrowed by the CONTRACTOR; contain no special limitations on the scope of protection afforded to OWNER or City; (d) be primary with respect to any insurance or self-insurance programs covering OWNER, City or City’s Agents and any insurance or selfinsurance maintained by OWNER, City or City’s Agents shall be in excess of CONTRACTOR’S insurance and shall not contribute to it; (e) contain standard separation of insured provisions; and (f) state that any failure to comply with reporting or other provisions of the policy including breaches of warranties shall not affect the coverage provided to OWNER or City.

14. Section 20 of the agreement is added to read as follows:
“_.Liquidated Damages from Contractor: Should the CONTRACTOR fail to complete the work called for in the Agreement within the time fixed in the Agreement for such completion, due allowance being made for the contingencies provided for in Section 8, the CONTRACTOR shall become liable to the City for all loss and damages which the OWNER may suffer on account thereof as a result of having gone beyond the time fixed by the Agreement. Specifically, the amount shall be Five Hundred Dollars ($500.00) per day for each day the work remains uncompleted beyond the time for completion. CONTRACTOR expressly allows OWNER to deduct such amounts from the amount owed to the CONTRACTOR under this Agreement.

14. All other terms and conditions of the Agreement shall remain in full force and effect.

CITY CONTRACT NO. ___, Amendment No. 1
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by and through their respective officers thereunto duly authorized on the date first written hereinabove.

CONTRACTOR- ANV Contractors, Inc. OWNER- Turlock Gospel Mission Nicolas Vargas
___________________________ ____________________________ _____________________________ _____________________________ Date Date
By: ANV Contractors, Inc. By: Authorized Representative of 1230 N. Quinley Avenue Turlock Gospel Mission
Atwater, CA 95305 437 S Broadway,
Turlock, CA 95380
Sams# QDJ2MN2BHTA1
License # 831891
TGM Scope of Work
Phase 2
Fire Suppression System $ 75,403.88
Electrical $ 32,261.45
Windows $ 3,875.22
Mop Sink $ 9,478.89
High/Low Water Fountain $ 11,942.92
Front Entry Concrete Ramp $ 17,508.49
Exterior Doors $ 25,625.71
Interior Doors $ 27,644.38
Fill Intake Area with Concrete $ 4,981.23
Interior Finish Coat of Stucco $ 12,791.84
3/4" Water Line for Exterior Spicket $ 3,880.19
Exterior Paint $ 19,702.56
Interior Paint $ 13,591.62
Drywall $ 21,625.20
Tape/Texture $ 19,244.10
Water and Backflow $ 12,436.79
HVAC Rigid Ductwork $ 34,982.58
Total Cost $ 346,977.05
Total Cost Rounded $ 346,978.00

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
Fire Suppression System
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #131

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Supply and install all necessary materials and equipment for fire alarm.

Fire alarm installed to code per City of Turlock approved drawings. (BP#21-1220) $23,629.68 2 Supply and install all necessary materials and equipment for fire sprinklers.

Fire sprinklers installed to code per City of Turlock approved drawings. (BP#21-1220)
$19,112.50
3 Trench and excavate. Supply and install all necessary materials and equipment for rough/underground water main for fire sprinklers. 65’ of 3” from city connection to riser at rear of building.

All underground installed to code per City of Turlock approved drawings. (BP#21-1220)
-Price includes Backflow
-Includes prevailing wages
$32,661.70
4 5
TOTAL BALANCE DUE >>>>>> $75,403.88
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

ELECTRICAL
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #132

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Supply and install all necessary materials and equipment for Electrical Electrical installed to code per City of Turlock approved drawings. (BP#21-1220) -Total cost for electrical not to exceed price listed.
$32,261.45
2 3
4 5
TOTAL BALANCE DUE >>>>>> $32,261.45
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

WINDOWS
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #133

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Demo and dispose of existing windows. Install new vinyl dual pane low e windows at cinderblock exterior walls.(BP#21-1220)
-Total cost not to exceed price listed. Price for three windows -Prevailing wages included.
$3,875.22
2 3
4 5
TOTAL BALANCE DUE >>>>>> $3,875.22
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

MOP SINK
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #134

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Supply and install Cast Iron Mop sink and all necessary rough plumbing.

Model#Z5850
Mop Sink installed to code per City of Turlock approved drawings. (BP#21-1220) -Total cost for Mop Sink not to exceed price listed.
-Prevailing wages included
$9,478.89
2 3
4 5
TOTAL BALANCE DUE >>>>>> $9,478.89
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

HIGH/LOW WATER FOUNTAIN
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #135

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Supply and install ADA High/Low water fountain. Model#EZSTL8LC Water Fountain installed to code per City of Turlock approved drawings. (BP#21-1220)
-Price to include ADA required handrails.
-Total cost for water fountain not to exceed price listed. -Prevailing wages included
$11,942.92
2 3
4 5
TOTAL BALANCE DUE >>>>>> $11,942.92
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
Front Entry Concrete Ramp
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #137

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Demo existing concrete ramp at front of building. Form and pour concrete to match new elevation of front/right side exterior doors. Approx. 333 sq. ft. (4”to10” deep)
Back fill and compact area to the left of the ramp. Must raise to same elevation of concrete ramp. Approx. 540 sq. ft. (4”to 10” deep)
Ramp installed to code per City of Turlock approved drawings and building inspectors recommendations. (BP#21-1220)
-No handrail needed (meets slope requirements)
-Total cost for Ramp not to exceed price listed.
-Prevailing wages included.
$17,508.49
2 3
4 5
TOTAL BALANCE DUE >>>>>> $17,508.49
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

EXTERIOR DOORS
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #138

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Demo and dispose of existing doors. Provide and install new Commercial metal exterior doors, frames, and hardware. Four doors to be 36”x80” Doors installed to code per City of Turlock approved drawings. (BP#21-1220) -All exterior doors to be keyed the same.
-Total cost not to exceed price listed.
-Prevailing wages included.
$25,625.71
2 3
4 5
TOTAL BALANCE DUE >>>>>> $25,625.71
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

INTERIOR DOORS
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #139

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Provide and install new Commercial paint grade interior doors, metal frames, and hardware. Five interior doors to be 36”x80”. (Two metal/three wood) Doors installed to code per City of Turlock approved drawings. (BP#21-1220) -All interior doors to be keyed different.
-Total cost not to exceed price listed.
-Prevailing wages included.
$27,644.38
2 3
4 5
TOTAL BALANCE DUE >>>>>> $27,644.38
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
Fill Intake Area with Concrete
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #140

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Saw cut and demo concrete at interior door way from intake to the main room. Pour concrete and finish in order to create a level surface and transition through intake area.
(230 sq ft) 3”to 4” thick (BP#21-1220)
-Total cost not to exceed price listed.
-Prevailing wages included.
$4,981.23
2 3
4 5
TOTAL BALANCE DUE >>>>>> $4,981.23
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

INTERIOR FINISH COAT OF STUCCO
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #141

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Install interior finish coat of stucco to all cinderblock walls. Stucco to cover new exposed electrical conduit. Electrical boxes to be exposed.

Approx.1994 sq. ft. (BP#21-1220)
-Total cost not to exceed price listed.
-Prevailing wages included.
$12,791.84
2 3
4 5
TOTAL BALANCE DUE >>>>>> $12,791.84
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
3/4” WATER LINE FOR EXTERIOR SPICKET
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #142

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Install ¾” water lines to support exterior water spicket Approx. 97 LF. (BP#21-1220)
-Total cost not to exceed price listed.
-Prevailing wages included.
$3,880.19
2 3
4 5
TOTAL BALANCE DUE >>>>>> $3,880.19
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

EXTERIOR PAINT
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #143

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Exterior paint.
-Power wash and prepare exterior for primer.
-Paint exterior. Approx. 2904 sq. ft.
-Owner to choose color 2 colors. One for walls one for trim(BP#21-1220) -Total cost not to exceed price listed.
-Prevailing wages included.
$19,702.56
2 3
4 5
TOTAL BALANCE DUE >>>>>> $19,702.56
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

INTERIOR PAINT
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #144

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Interior paint.
-Primer and Paint Interior. Approx. 3976 sq. ft.
-Owner to choose color 2 colors. One for walls one for trim/doors (BP#21-1220) -Total cost not to exceed price listed.
-Prevailing wages included.
$13,591.62
2 3
4 5
TOTAL BALANCE DUE >>>>>> $13,591.62
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

DRYWALL
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #145

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Install 5/8” sheet rock for all ceiling, hard lid recessed ceiling, and soffit to code. (BP#21-1220) Approx. 1976 sq. ft.
-Total cost not to exceed price listed.
-Prevailing wages included.
$21,625.20
2 3
4 5
TOTAL BALANCE DUE >>>>>> $21,625.20
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

TAPE/TEXTURE
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #146

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Tape and texture all ceiling, recessed ceiling, and soffit. (BP#21-1220) Approx. 1976 sq. ft.
-Total cost not to exceed price listed.
-Prevailing wages included.
$19,244.10
2 3
4 5
TOTAL BALANCE DUE >>>>>> $19,244.10
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

WATER AND BACKFLOW
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #147

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Excavate and trench 36”-48”. Install new one inch PVC water main line and tracer wire.

Install new backflow device to code before city connection (BP#21-1220) Approx. 60 lf
-Total cost not to exceed price listed.
-Prevailing wages included.
$12,436.79
2 3
4 5
TOTAL BALANCE DUE >>>>>> $12,436.79
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

HVAC RIGID DUCTWORK
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/30/2024 #148

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Fabricate and Install commercial rigid ductwork. Duct work to be fabricated and installed through newly installed roof trusses. Duct work to be damper controlled and insulated to code. Approx. 180 LF of rigid duct. (BP#21-1220) -Total cost not to exceed price listed.
-Prevailing wages included.
$34,982.58
2 3
4 5
TOTAL BALANCE DUE >>>>>> $34,982.58
MAKE CHECKS PAYABLE TO: ANV CONTRACTORS, INC.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!
TGM Scope of Work
Phase 2
Fire Suppression System $ 75,403.88
Electrical $ 32,261.45
Windows $ 3,875.22
Mop Sink $ 9,478.89
High/Low Water Fountain $ 11,942.92
Front Entry Concrete Ramp $ 17,508.49
Exterior Doors $ 25,625.71
Interior Doors $ 27,644.38
Fill Intake Area with Concrete $ 4,981.23
Interior Finish Coat of Stucco $ 12,791.84
3/4" Water Line for Exterior Spicket $ 3,880.19
Exterior Paint $ 19,702.56
Interior Paint $ 13,591.62
Drywall $ 21,625.20
Tape/Texture $ 19,244.10
Water and Backflow $ 12,436.79
HVAC Rigid Ductwork $ 34,982.58
Total Cost $ 346,977.05
Total Cost Rounded $ 346,978.00

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
Fire Suppression System
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #131

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Supply and install all necessary materials and equipment for fire alarm.

Fire alarm installed to code per City of Turlock approved drawings. (BP#21-1220) $23,629.68 2 Supply and install all necessary materials and equipment for fire sprinklers.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

ELECTRICAL
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #132

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

WINDOWS
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #133

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

MOP SINK
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #134

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Supply and install Cast Iron Mop sink and all necessary rough plumbing.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

HIGH/LOW WATER FOUNTAIN
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #135

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
Front Entry Concrete Ramp
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #137

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

EXTERIOR DOORS
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #138

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

INTERIOR DOORS
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #139

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
Fill Intake Area with Concrete
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #140

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

INTERIOR FINISH COAT OF STUCCO
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #141

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037
3/4” WATER LINE FOR EXTERIOR SPICKET
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/26/2024 #142

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

EXTERIOR PAINT
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #143

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

INTERIOR PAINT
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #144

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

DRYWALL
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #145

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

TAPE/TEXTURE
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #146

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

WATER AND BACKFLOW
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/29/2024 #147

TURLOCK GOSPEL MISSION
432 S BROADWAY
TURLOCK CA 95380
ITEM # DESCRIPTION PRICE
1 Excavate and trench 36”-48”. Install new one inch PVC water main line and tracer wire.

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!

SCOPE OF WORK
ANV Contractors Inc.
1230 Quinley Ave.

Atwater, CA 95301
Phone: (209)564-1037

HVAC RIGID DUCTWORK
BILL
TO
Turlock Gospel Mission
432 S Broadway
Turlock Ca 95380

ORDER DATE ORDER NUMBER JOB
4/30/2024 #148

Please contact Nick or Edgar at (209) 631-0710 with any questions or comments.

Thank you for your business!
10/3/24

Day Center/Emergency Shelter
Operating Manual
DRAFT
Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 2
Table of Contents

1.1. Standards of Care for Day Center Operation ……………………………...................................................... 3

1.2. Day Center Emergency Shelter Operations ......................................................... ........................... 3

1.2.1 Admissions and Eligibility ........................................................................................................... 3

1.2.2 Intake and Orientation .............................................................................................................. 4

1.2.3 Participant’s Rights and Responsibilities .................................................................................... 4

1.2.4 Non-Discrimination .................................................................................................................... 5

1.2.5 Reasonable Accommodations .................................................................................................... 5

1.2.6 Service Animals and Support Animals......................................................................................... 6

1.2.7 Communication Accessibility ..................................................................................................... 6

1.2.8 Participant Feedback .................................................................................................................. 7

1.2.9 Incident Reporting ..................................................................................................................... 7

1.2.10 Program Exits ............................................................................................................................... 7

1.2.11 Hours of Operation ……………........................................................................................................ 8

1.2.12 Food Services .............................................................................................................................. 8

1.2.13 Medication Storage ..................................................................................................................... 8

1.2.14 Storage and Personal Belongings ............................................................................................... . 8

1.2.15 Communicable Diseases ... .......................................................................................................... .8

2.0 Supportive Services ......................................................................................................................... 9

2.1 Case Management Access ............................................................................................................... 9

2.2 Assessments .................................................................................................................................... 9

2.3 Housing Plans .................................................................................................................................. 9

2.4 Housing Focused Services .............................................................................................................. 9

2.5 Services, Referrals and Linkage ..................................................................................................... 10

2.6 Transportation ............................................................................................................................... .10

3.0 Emergency Shelter Operation ……….................................................................................................. 10

3.1 Conditions for Emergency Shelter Operation ...................................................................... 10

4.0 Staff Training ..................................................................................................................................... 11

5.0 Administration ............................................................................................................................... 12

5.1 HMIS Participation and Documentation ......................................................................................... 12

5.2 Document Storage and Retention .................................................................................................. 12

5.3 Program Monitoring ...................................................................................................................... 12

5.4 Program Revisions and Updates …………………………………………………………………………………………….….. 12 Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 3

1.1. Standards of Care for Day Center/Emergency Shelter Operation
The Turlock Gospel Mission (TGM) has adopted the following Standards of Care for Day Center and Emergency Shelter for Homeless Services.

The Standards of Care establish minimum standard requirements designed to promote an environment that is conducive under the following governing principles:
• Shelter Providers are trained, competent and equipped to support the complex needs presented by those experiencing homelessness within Stanislaus County. • Participants are empowered to freely enter into a voluntary service partnership whereby their right to be treated with dignity and respect is mutually agreed upon. • Facilities are maintained as accessible, clean, safe, secure and vector-free for the Occupancy Permitted number of people. .
• Turlock Gospel Misson will actively work to engage participants in a person-centered approach and support.
• Support services include referral and linkage to community resources, health navigation, health navigation, housing navigation, meals/nutrition, hygiene resources, laundry, pet services, and personal storage.

TGM will review and incorporate all applicable state and federal guidelines including Housing and Urban Development (HUD) and the Centers for Disease Control and Prevention (CDC).

1.2. Day Center/Emergency Shelter Operations

1.2.1. Admissions and Eligibility
Turlock Gospel Mission admission policies and procedures for participant referral and admission. Admission policies and procedures are written and verbally explained to participants and referring entities at time of referral to ensure appropriate linkage prior to arrival at shelter.

TGM will ensure information is given to participants both verbally and in writing and in a manner which is preferred by participant, considering disability and limited English proficiency. For individuals with communication disabilities, including people who are deaf and/or blind and people who have speech disabilities,
TGM will provide auxiliary aids and services (such as sign language interpreters when available, information in braille or large print, video relay communications) when needed to communicate effectively with people who have communication disabilities.

For participants with limited English proficiency, TGM will provide interpretation services when available. Interpretation may be provided by a family or friend if chosen by the participant.

TGM at admission will assess, with input from the participant, the appropriateness of the shelter environment for referred participants to ensure that basic individualized needs of the participant can be met by the facility, shelter staff and programming. TGM will, at admission, assess, with Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 4
input from the participant, for diversion and prevention opportunities by evaluating participant’s strengths and social support networks such as temporary and/or permanent housing options with family and friends. If it is determined that an individual may qualify for a medical or mental health placement with a higher level of care, TGM will request that evaluation from Stanislaus County Health Care Agency (HCA) within 2 business days of the determination.

Turlock Gospel Mission will document within Homeless Management Information System (HMIS) any new bed placements or exits within 48 hours.

Denial of Admission
Denial of admission to the shelter is at the discretion of TGM, however, any denial must clearly explain to participant and referring entity denial of admission to the shelter.

Reasons for denial may include any of the following:
• Referred participant does not meet basic admission eligibility criteria – status related to homelessness, domestic violence, veteran, etc. Shelters that have designated beds based onfunding sources may have additional eligibility criteria.

1.2.2. Intake and Orientation
Intake process entails the gathering of guest data, including identifying data for the purpose of client identification, HMIS data tracking and the Mission’s internal “Resident Tracker” software client base management.

The HMIS and the Mission’s internal software provide for the tracking of “unique” individuals, and the specific services provided to them.

Turlock Gospel Mission, during intake, will provide newly admitted participants with information both verbally and in writing, detailing participant guidelines, facility information and referrals for shelter and other resources linkage.

TGM will also assess, with participant, for any reasonable accommodations needed during the intake process.

Intakes are designed and conducted with a trauma informed service philosophy.

1.2.3. Participant’s Rights and Responsibilities
Participant’s rights and responsibilities must be provided to participants upon intake and orientation evidenced by participant’s signature of acknowledgement or document of participant’s refusal or inability to sign. Participant’s rights and responsibilities must also be posted in common areas of the shelter.

Participant’s rights include:
• Participants have the right to be treated with dignity and respect; • Participants have the right to be treated with cultural responsiveness; Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 5
• Participants have the right to self-determination in identifying and setting goals; • Participants should be clearly informed, in understandable language, about the purpose of the
services being delivered, including participants who are not literate and/or who have limited English proficiency;
• Participants have a right to reasonable accommodation and modifications based on a disability or limited English proficiency;
• Services should be provided to participants only in the context of a professional relationship based on valid, informed consent;
• Participants have the right to confidentiality and information about when confidential information will be disclosed, to whom and for what purpose, as well as the right to deny disclosure, unless disclosure is required by law; and
Participant’s responsibilities will include:
• Participants are expected to support an environment that promotes safety, toward staff and other participants;
• Participants are expected to follow participant guidelines reviewed at intake. •Participants must follow verbal instruction given by staff to maintain safety, security for effective service delivery.
• Participants are expected to participate and be active in their care, to the degree possible, in developing and achieving mutually agreed upon service plan goals; • Participants must provide, to the extent possible, accurate information needed by professional staff providing services to ensure thorough assessment, service planning, appropriate linkages and referrals; and

1.2.4. Non-Discrimination
Turlock Gospel Mission has a non-discrimination policy in compliance with federal and state laws. Turlock Gospel Mission’s programs and services do not discriminate based on the grounds of race, creed, color, sex, gender, gender identity, gender expression, sexual orientation, religion, ancestry, age, disability (including physical and mental disabilities), medical condition, genetic information, marital status, familial status, political affiliation, national origin, source of income, citizenship, primary language, immigration status, arbitrary characteristics as protected by the Unruh Civil Rights Act, and all other classes of individuals protected from discrimination under federal or state fair housing laws, individuals perceived to be a member of any of the preceding classes, or any individual or person associated with any of the preceding classes.

1.2.5. Reasonable Accommodations
Turlock Gospel Mission has policies and procedures on reasonable accommodations, including reasonable modifications to premises, in compliance with federal and state law.

TGM will make reasonable accommodations and modifications in their programs, facilities, activities and services when necessary, to ensure equal access to participants with disabilities, unless a fundamental alteration in the nature of their program, activities or services would result from the accommodation.

Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 6
Turlock Gospel Mission will track all reasonable accommodations requests and outcomes including the reasons for approval or denial.

Turlock Gospel Mission will have public postings of their shelter’s reasonable accommodation and modification policy. The postings must include contact information including the contact information for the TGM’s Americans with Disabilities Act (ADA) Coordinator.

TGM’s staff will receive and attend an annual training covering general accessibility to ensure requirements under federal and state law (including but not limited to: the ADA Title II and Title III, Section 504, FHA, FEHA, Gov. Code Section 11135, Unruh Act, and California Disabled Persons Act) are addressed. Turlock Gospel Mission will provide an annual training for staff relating to programmatic and facility based compliance with federal and state law requirements.

1.2.6. Service Animals and Support Animals
Turlock Gospel Mission has policies and procedures regarding access for participants with service animals and support animals, as well as pets.TGM will admit participants and his/her/their service animal or support animal regardless of what documentation is present at the time of admission. Service Animals do not need to have any certification or documentation.

TGM will provide reasonable support to participant in acquiring any registration, licensing and vaccinations as needed.

1.2.7. Communication Accessibility
Turlock Gospel Mission will provide access to the U.S. Postal Service (outgoing only), electronic mail, (send and receive) and cell phone charging as needed.

Language Accessibility: Turlock Gospel Mission will ensure that participants with limited English proficiency can receive services in their desired language.

TGM will provide training for all shelter staff on how to support limited English proficiency services.

Disability Communication Accessibility: Shelter Providers must have a Disability Communication Access Plan for participants with disabilities including people who are deaf and/or blind and people who have speech disabilities, to ensure access and effective communication when needed, by providing auxiliary aids and services (such as sign language interpreters, information in braille or large print, video relay communications) or other accommodations. TGM will provide training for all shelter staff on how to support and access various interpretation services, as well as auxiliary aids and services.

Information on language access will be provided to participants at intake and provide information on the following:
• The contact information for the Shelter ADA Coordinator. • Requesting a reasonable accommodation based on disability.

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Day Center/Emergency Shelter Operations Manual
Page | 7

1.2.8. Participant Feedback
Turlock Gospel Mission will accept participant feedback through a process that provides for ongoing opportunities for participants to voice opinions and provide feedback confidentially to the person in charge of the shelter operations.

1.2.9. Incident Reporting
Turlock Gospel Mission will develop policies and procedures for the tracking and reporting of incidents involving:
• Abuse, suspected abuse, and reportable abuse including Adult Protective Services or Child Protective Services;
• Acts of violence or sexual misconduct;
• Death of participant and/or shelter staff;
• Emergency situations that prompt evacuation; and
• Substantial damage to the facility, or the discovery of hazardous material on shelter’s premises.

Turlock Gospel Mission will report incidents as necessary to Turlock Police Department within 24 hours of the incident occurring. The notification to the Police Department should occur even if there is partial information at the required time of submission.

1.2.10. Program Exits
Turlock Gospel Mission will provide the policy for program exits upon intake evidenced by a participant’s signature of acknowledgement, or documentation of participant’s refusal or inability to sign. Regarding participant guideline violations must include a warnings and staff/participant problem solving methods prior to instituting shelter exits.

Immediate Participant exits may include the following reasons, • Violence or the threat of violence.
• Brandishing of weapons
•.Use or display of drugs, alcohol or drug paraphernalia on property. • Physical fighting/assault/battery.
• Theft from other participants or the Mission validated by shelter staff Turlock Gospel Mission will provide the reasons for a participant exit in writinge provided upon request within 24 hours.

Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 8

1.2.11. Hours of Operation
Hours of operation are established by many factors such as neighborhood impact, staffing and demand for services.

Turlock Gospel Mission’s normal hours of operation are:

Day Center - Monday through Friday - :8:00 AM to 5:00 PM Emergency Shelter – Daily 4:00 PM to 8:00 AM

1.2.12. Food Services
Turlock Gospel Mission typically provides three meals per day to each program participant: and offers lunch and dinner meals to unsheltered clients.

Meal schedules will be updated and posted in common areas for participants’ access.

1.2.13. Medication Storage
Turlock Gospel Mission does not store nor administer participant medication.

1.2.14. Storage and Personal Belongings
Turlock Gospel Mission offers personal property storage on a first come first served basis.

Participants utilizing this service must agree to terms of service.

Storage access schedule is updated and posted for participants

1.2.15. Communicable Diseases
Turlock Gospel Mission will observe universal precautions regarding tuberculosis control, disease prevention, epidemic response, and biohazard practices, which are in compliance with Health Care Agency guidelines.

Turlock Gospel Mission will comply with universal precautions, proper sharps disposal, provide personal protective equipment (PPE) and provide training to staff.

Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 9

2.0 Supportive Services

2.1. Case Management Access
Turlock Gospel Mission provides participant-centered case management services to participants on site. Participation within case management is voluntary to program participants, however, all participants will be offered case management and will be engaged on an ongoing basis to encourage participation.
.

Turlock Gospel Mission case management services will be provided in surroundings that provide as much privacy and confidentiality as possible.

2.2. Assessments
As part of the Intake and ongoing evaluation, Turlock Gospel Mission will provide a standard assessment which includes an evaluation of the participant’s service needs, including information about past and current service needs. Assessments provide an opportunity to identify any barriers or issues that may impact the participant’s ability to successfully engage in services, including barriers arising from trauma and/or disabilities. Assessments also help to identify additional supports and resources that participants should be referred/aligned with.

TGM will inform participants of the availability of additional clinical assessments/screenings.

2.3. Housing Plans
Turlock Gospel Mission will work with participants to create a housing plan within 30-days of admission to the shelter. Plans should focus on finding permanent housing for each participant and the staff and programs that will be supporting them in their goals. If a participant is unable or refuses to complete a housing plan, that will be documented.

Housing plans identify the participant’s needs, goals, actions to be taken, and progress towards goals.

The housing plan will be focused on working with participants to have a positive shelter stay that is as short as possible. The housing plan must be updated as the participant’s needs and/or goals shift, and as progress is completed towards their goals.

2.4. Housing Focused Services
Turlock Gospel Mission will engage participants in a wide range of service needs, including, but not limited to: employment/benefits, health, substance use, mental health, legal issues and transportation. Program staff will regularly engage participants on how these various other service areas are in support of their overall housing goal and allow these providers to meet with participants on the Day Center or shelter site.

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Day Center/Emergency Shelter Operations Manual
Page | 10

2.5. Services, Referrals and Linkages
Turlock Gospel Mission will provide Case Management services will be available as needed for participants. Although services are voluntary within shelter programs, it is the responsibility of program staff to actively engage participants for case management services no less than once per month.

The purpose of the shelter system is to provide stable setting and supports that assist participants toward a permanent housing outcome. A participant’s progress towards service/housing plan goals will be monitored and Turlock Gospel Mission staff will evaluate Participants individually based on a participant’s unique circumstances.

If participants are not engaging in supportive services and are not able to express or demonstrate any progress towards service/housing goals, then TGM staff should engage with the participant in conversation around their needs and what changes could be reasonably made to assist the person with their needs. Engagement discussion should include all options that could benefit the participant including on-site services, alternative shelters or supportive services.

Turlock Gospel Misson will either provide the following services or have linkages to:
• Identification and vital document support
• Enrollment in to mainstream benefits (TANF, SSI/SSDI, health insurance, VA health care, etc.)
• Health services (physical health, mental health and substance use) • Employment and vocational services
• Legal assistance

2.6. Transportation
Turlock Gospel Mission will make reasonable efforts to address transportation needs for participants. Transportation needs can be met through direct transport, public transportation fare or through supporting participants with learning how to use and access public transportation.

Programs should be assisting participants who are eligible to access reduced public transportation fare.

3.0 Emergency Shelter Operation

3.1 Conditions for Emergency Operation
Turlock Gospel Mission’s Day Center staff at 432 S. Broadway, upon notice of an Emergency as declared by the City of Turlock, will confer with the City to determine the requirements for assisting with the level of underserved people in the declared emergency. Need dependent services will include Night Shelter as well as the services commonly provided in the Mission’s operation shelter at 437 S. Broadway. The Turlock Gospel Mission Day Center will also operate Turlock Gospel Mission
Day Center/Emergency Shelter Operations Manual
Page | 11
as a cold weather warming Center and as a hot weather cooling center during extreme weather conditions

4.0 Staff Training
Turlock Gospel Mission has a policy and procedure for on boarding new staff, including documentation of all trainings, and ensure regular updates to the annualized training completed by staff.

Turlock Gospel Mission staff must complete the following mandatory trainings regarding safety compliance and quality services provisions to best address the complex needs of the homeless populations served.

All shelter and/or specialized staff must receive the following training:

A. Program Operational Standards
B. Effective Communication
C. Evidence-Based Practices
D. Facility, Health and Safety Practices
E. Anti-discrimination, Equity Practices
F. ADA Compliance
Turlock Gospel Mission will ensure all new employees and/or specialized staff complete the following trainings:
• Mandated Child/Elder Abuse Reporting
• Privacy and Confidentiality
• Due Process/Grievance Process
• ADA Compliance/Reasonable Accommodation
• Emergency Evacuation/Incident Management
• First Aid/Universal Precautions/CPR
• Domestic Violence & Safety Planning
• Cultural Humility
• Harassment
• Equal Access and Gender Identity
• Mental Health First Aid
• Trauma-Informed Care
• Harm Reduction
• Motivational Interviewing
• Problem Solving and Diversion Intervention
• Crisis Intervention and De-escalation Training
Certificates and other documentation that verify training attendance must be maintained for each employee and documented in the contracted agency files.

When requested, Turlock Gospel Mission will provide proof that appropriate staff have been trained in the legal requirements of being a mandated reporter, reporting any suspicion of abuse or neglect to relevant authorities as required by law.

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Day Center/Emergency Shelter Operations Manual
Page | 12

5.0 Administration

5.1. HMIS Participation and Documentation
Turlock Gospel Mission will actively document service instances within the HMIS and do so within accordance with the HMIS Policies and Procedures. Programs are required to document enrollments and exits in HMIS within a 24-hour period for the purpose of live bed management.

TGM will maintain participant records that include documentation of all participant intake paperwork, assessments, housing plans, referrals, interventions, placements or follow-up activities.

5.2. Document Storage and Retention
Files containing participant information shall be stored in a locked and safe location that maintains participant confidentiality. Only authorized personnel can access the location where files are being kept.

Turlock Gospel Mission has procedures that detail how release of information requests is processed for participant information. It will retain Participant information for 5 years after which time the information will be destroyed.

5.3. Program Monitoring
Turlock Gospel Mission will meet the reporting needs as required by HUD as a recipient of CDBG funds.

The City of Turlock may request a quarterly review of Turlock Gospel Mission’s operation.

Such review may be requested on an advance 10 days written notice at a time convenient to both Turlock Gospel Mission and the City of Turlock. Any findings identified by the City of Turlock will be reported to Turlock Gospel Mission within 5 business days.

Turlock Gospel Mission will work with the City of Turlock to resolve the findings that require action.

Turlock Gospel Mission will provide, on a quarterly basis, to the City of Turlock’s Housing Services Department a summary narrative showing how individuals have benefitted from the Services provided in Section 2. To the extent available, these narratives will provide a summary of the impact that Day Center Services have had on the lives of the guests and the community.

Data and examples will be aggregated and Individual guest data will not be provided.

5.4. Program Revisions and Updates
Turlock Gospel Mission reserves the right to revise its Day Center/Emergency Shelter Operation Manual as needed to meet the needs of its program participants and other requirements. A copy of the revised manual will be provided to the City of Turlock.

City Council Staff Report
January 14, 2025
From: Adrienne Werner, Development Services Director
Prepared by: Adrienne Werner, Development Services Director Agendized by: Reagan M. Wilson, City Manager

1. ACTION RECOMMENDED:

Ordinance: Adopting an Ordinance and approving a Development Agreement between the City of Turlock and Turlock Marketplace LLC, located at 1885 Countryside Drive, 2712 W.

Tuolumne Road, and 2630 W. Tuolumne Road, Turlock, California, Stanislaus County Assessor’s Parcel Numbers 088-016-001, 088-010-02, and 088-018-052.

2. DISCUSSION OF ISSUE:

The developer proposes to develop the properties at 1885 Countryside Drive, 2712 W. Tuolumne Road, and 2630 W. Tuolumne Road as a commercial shopping center with various commercial and retail uses. For the project's viability, the developer requires an access point from West Tuolumne Road, southward into the project, at the location indicated in Exhibit 1. This access point would allow right-in, right-out, and left-in movements into the shopping center.

The Turlock General Plan includes a future flyover over State Route 99, which would extend the existing segment of West Tuolumne Road west of the state route and connect to the existing western segment of West Tuolumne Road. The developer is concerned that the planned flyover could jeopardize the access point on West Tuolumne Road into the shopping center.

Agenda Staff Report
1/14/2025
The Development Agreement will guarantee that the Developer can maintain the access point from West Tuolumne Road in the proposed location and configuration.

At their December 5, 2024 meeting, by a vote of 5-0, with two Commissioners absent, the Planning Commission recommended the City Council adopt an Ordinance approving the Development Agreement. Negotiations on the Development Agreement continued between the Applicant and City staff after the Planning Commission meeting. Attached is a version of the agreement showing the revisions between the Planning Commission meeting and the City Council hearing.

3. BASIS OF RECOMMENDATION:

1. Development Agreements are legislative acts that may only be entered into if approved by the City Council. At the December 5, 2024 Planning Commission meeting, the Planning Commission voted 6-0 with one member absent, to Agenda Staff Report
1/14/2025
recommend the City Council approve the Development Agreement.

4. FISCAL IMPACT / BUDGET AMENDMENT:

All costs associated with processing the application for the Development Agreement have been paid for by the applicant. The adoption of the Ordinance and approval of the Development Agreement ensures future access from W. Tuolumne Road into the future commercial shopping center. Future costs to develop the commercial shopping center are the responsibility of the developer.

5. STAFF RECOMMENDATION:

Recommend approval.

6. CITY MANAGER COMMENTS:

Recommend approval.

7. ENVIRONMENTAL DETERMINATION:

This request is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) [Project] of the CEQA guidelines.

8. ALTERNATIVES:

1. Council may decide not to adopt the proposed Ordinance and Development Agreement. However, this option is not recommended, as the development agreement guarantees future access from W. Tuolumne Road to the future commercial shopping center.

2. Council could choose to change or add to the terms in the Development Agreement.

9. ATTACHMENTS:

1. Ordinance

2. DA Compare Version PC draft v CC final Turlock Marketplace

3. DA City - Turlock Marketplace with Exhibits FINAL

BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF ADOPTING AN ORDINANCE } ORDINANCE NO. -CS APPROVING A DEVELOPMENT AGREEMENT }
BETWEEN THE CITY OF TURLOCK AND }
TURLOCK MARKETPLACE LLC, RELATING TO A }
PROPOSED NEW SHOPPING CENTER LOCATED }
AT 1885 COUNTRYSIDE DRIVE, 2712 W. TUOLUMNE }
ROAD AND 2630 W. TUOLUMNE ROAD, TURLOCK, }
CALIFORNIA, STANISLAUS COUNTY ASSESSOR’S }
PARCEL NUMBERS 088-016-001, 088-010-024, }
AND 088-018-052 }
}
WHEREAS, on November 20, 2024 Turlock Marketplace LLC submitted an application proposing to enter into a Development Agreement with the City of Turlock to facilitate the development of a shopping center; and
WHEREAS, the Turlock General Plan identifies a future flyover (overpass) over State Route 99; which would extend the existing segment of West Tuolumne Road west of the state route and connect to the existing western segment of West Tuolumne Road; and WHEREAS, the properties affected by this resolution are identified 1885 Countryside Drive, 2712 W. Tuolumne Road and 2630 W. Tuolumne Road, Stanislaus County APNs 088- 016-001, 088-010-024, and 088-010-052; and
WHEREAS, the properties are located in the Northwest Triangle Specific Plan and are zoned Planned Development 166 (PD 166) and Community Commercial (CC), respectively, with an underlying General Plan Designation of Community Commercial (CC), which allows for the development of a commercial shopping center; and
WHEREAS, the developer is concerned that the planned flyover could jeopardize the access point on West Tuolumne Road into the future commercial shopping center; and WHEREAS, the Development Agreement will guarantee that the Developer can maintain the access point from West Tuolumne Road in the proposed location and configuration; and
WHEREAS, on December 5, 2024, the City of Turlock Planning Commission (“Planning Commission”) held a duly noticed public hearing to consider the Development Agreement and by a vote of 5-0, with two Commissioners absent recommended the Turlock City Council approve the Development Agreement; and
WHEREAS, the Turlock City Council finds that this request is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) [Project] of the CEQA guidelines.

Ordinance No. -CS

Page 2 ends

WHEREAS, the Turlock City Council, based on its independent review and analysis of the Planning Commission’s recommendation, oral and written testimony, and the record as a whole, finds after due study, deliberation, and public hearing, and based on its independent judgement, that the following circumstances exist:

1. The Development Agreement is consistent with the goals, policies, and standards of the City’s General Plan and all other applicable standards and ordinances of the City.

2. In accordance with the Development Agreement Statute, the City Council finds that the Development Agreement:
a) Is consistent with the objectives, policies, general land uses, and programs specified in the General Plan and any applicable specific plan; b) Is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located; c) Is in conformity with the public convenience and general welfare and good land use practices;
d) Will not be detrimental to the health, safety, and general welfare; e) Will not adversely affect the orderly development of property or the preservation of property values; and
f) Will provide sufficient benefit to the City to justify entering into the agreement.

WHEREAS, the Turlock City Council finds that the Development Agreement conforms to the Development Agreement Statute.

NOW, THEREFORE, BE IT RESOLVED, that the Turlock City Council adopts the Ordinance approving the Development Agreement between the City of Turlock and Turlock Marketplace LLC.

BE IT ORDAINED by the City Council of the City of Turlock as follows:

SECTION 1. The City Council approves a Development Agreement by and between Turlock Marketplace LLC for access from W. Tuolumne Road, south into the future commercial shopping center located at 1885 Countryside Drive, 2712 W. Tuolumne Road and 2630 W. Tuolumne Road, Stanislaus County APNs 088-016-001, 088-010-024, and 088-010- 052 and instructs the City Manager to execute the Development Agreement subject to final approval by the City Attorney.

SECTION 2. Upon passage of this Ordinance, the City Manager is authorized to execute the Development Agreement on behalf of the City. Within ten (10) days of the execution, but no earlier than thirty (30) days, after passage of this Ordinance, the City Clerk shall cause the Development Agreement to be recorded in the office of the Stanislaus County Recorder as provided by Government Code Section 65868.5. The Development Agreement shall not take effect for thirty (30) days following passage and adoption of this Ordinance.

SECTION 3. VALIDITY: If any section, subsection, sentence, clause, word, or phrase of this ordinance is held to be unconstitutional or otherwise invalid for any reason, such decision Ordinance No. -CS

Page 3 ends

shall not affect the validity of the remainder of this ordinance. The Turlock City Council hereby declares that they would have passed this ordinance, and each section, subsection, sentence, clause, word, or phrase thereof, irrespective of the fact that one or more section, subsection, sentence, clause, word, or phrase be declared invalid or unconstitutional.

PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 14th day of January, 2025, by the following vote:

AYES:

NOES:

NOT PARTICIPATING:

ABSENT:

Signed and approved this ___ day of _____________, 2025.

SIGNED:
__________________________
Amy Bublak, Mayor
ATTEST:
_____________________________
Nichole Fiez, City Clerk
City of Turlock, County of Stanislaus,
State of California
APPROVED AS TO FORM:
______________________________
George Petrulakis, City Attorney
7798.012-8474657.2

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Turlock
156 S. Broadway
Turlock, California 95380
Attention: City Clerk
APN 088-016-001-000 Space Above This Line Reserved for Recorder’s Use.

APN 088-010-024-000 Exempt from Recording Fees. (Government Code sections APN 088-010-052-000 6103 and 27383).

DRAFT VERSION 11/25/2024

DEVELOPMENT AGREEMENT

TURLOCK MARKETPLACE PROJECT

BY AND BETWEEN
The City of Turlock
AND
Turlock Marketplace, LLC, a California
limited liability company

Adopted by City Council Ordinance No. _______,
on _________________, 202_2025
This DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into by and between TURLOCK MARKETPLACE, LLC, a California limited liability company (“Developer”) and the CITY OF TURLOCK, a California municipal corporation (“City”), as of ______________________, 202_ (the “Effective Date”). City and Developer may be referred to herein individually as a “Party” or collectively as the “Parties.” There are no other parties to this Agreement.

RECITALS
A. The Development Agreement is entered into pursuant to the “Development Agreement Statute” (Government Code section 65864 et seq.) and the Development Agreement Law of the City of Turlock (Article 9 of Chapter 9-5 of Title 9 of the Turlock Municipal Code), which authorize City to enter into a development agreement with any person having a legal or equitable interest in real property for the development of that property.

B. Developer owns or controls those parcels of real property more specifically described in ExhibitsExhibit A-1 and A-2 (the “Property” or “Properties”)””) and commonly known as 1885 Countryside Drive, 2712 West Tuolumne Road, and 2630 West Tuolumne Road and identified for convenience as Assessor’s Parcel Numbers 088-016- 001-000, 088-010-024-000, and 088-010-052-000. The Properties constitute approximately 29.42 acres and are located within the boundaries of the City’s Northwest Triangle Specific Plan. The Properties are depicted in Exhibit B.

C. The Properties are located within an infill area of the City generally bounded by __________ identified conceptually as shown in Exhibit B (the “Turlock Marketplace Area”) located within the Northwest Triangle Specific Plan boundaries. The Turlock Marketplace Area is generally bounded by Countryside Drive to the east, the West Tuolumne Road and the alignment for the extension of same to the north, State Route 99 to the west, and commercial development to the south.

D.C. Developer has proposed to develop the Properties as a commercial shopping center including a big box retail center and various other commercial and retail uses (the “Turlock Marketplace Project”).” or “Project”)). For viability of the Project, Developer requires access from West Tuolumne Road south into the Project area at a location shown in Exhibit CB which will allow right-in, right-out and left-in movements into the Project but not left-out movements (the “West Tuolumne Road Access Point”). City in its General Plan has planned for a future flyover over State Route 99 extending the existing eastern segment of West Tuolumne Road west over the state route and connecting to the existing western segment of West Tuolumne Road. Developer has concerns that the future flyover would jeopardize the West Tuolumne Road Access Point.

City has confirmed that should the flyover be implemented, the West Tuolumne Road Access Point can be maintained by Developer in its proposed location and configuration as agreed to by the Parties.

E.D. The major purpose of this Agreement is to maintain the viability of the Turlock Marketplace Project by ensuring access to the Project at the West Tuolumne Road Access Point as provided in this Agreement should the City implement the flyover over State Route 99 along the West Tuolumne Road alignment (the “West Tuolumne Road Access Vesting”). As used herein, the West Tuolumne Road Access Vesting shall mean that (i) the right in, right out, and left in driveway access into the Turlock Marketplace Project from Tuolumne Road shall be preserved, and (ii) the location and dimensions of such driveway shall be preserved in such a way to not materially and adversely impact access. The additional purpose of this Agreement is for the Parties to enter into an Agreement that meets the necessary requirements of the Development Agreement Statute and the Development Agreement Law of the City of Turlock while providing the Parties the necessary flexibility to implement subsequent aspects of the Turlock Marketplace Project.

F.E. City has determined that this Agreement is consistent with the General Plan and the Northwest Triangle Specific Plan and meets all requirements under the Development Agreement Statute and the Development Agreement Law of the City of Turlock. City further has determined that all necessary proceedings related to this Agreement have been conducted in accordance with City and state rules and regulations.

City has further determined that development of the Turlock Marketplace Project will result in significant public benefits in furthering the City’s economic development goals.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

AGREEMENT
ARTICLE 1

GENERAL PROVISIONS
Section 1.1. Recitals. The Recitals above are true and correct and are hereby incorporated into and made a part of the Agreement. In the event of any inconsistency between the Recitals and the provisions of the Agreement, the provisions of the Agreement shall prevail.

Section 1.2. Exhibits. The following “Exhibits” are attached hereto and incorporated into and made part of this Agreement:

Designation Description
Exhibit A-1 List of Developer Properties
Exhibit A-2 Legal Description of Developer Properties
Exhibit B Turlock Marketplace Area
Section 1.3. Project is a Private Undertaking. The Parties agree that the Turlock Marketplace Project is a private development and that City has no interest therein except as authorized in the exercise of its governmental functions. Nothing in this Agreement shall preclude Developer, without City review and approval, from forming a private investment entity, entering into a joint venture or selling, leasing, or otherwise entering into agreements with respect to any portion, parcel, or development phase to or with another party for the purpose of developing, managing, or completing any portion of the Turlock Marketplace Project.

Section 1.4. Effective Date of Agreement and Operative Date of Agreement. The Agreement shall become effective on the “Effective Date” of the Agreement which shall occur when the ordinance approving this Agreement becomes effective. The Agreement shall be binding on each Party on the date of each Party’s execution of the Agreement.

Section 1.5. Recordation of Development Agreement. The City Clerk shall cause a copy of the Development Agreement to be recorded against the title to all Properties subject to this Agreement within ten (10) days of the Effective Date.

Section 1.6. Term of Agreement. The “Term” of this Agreement shall be fifty (50) years from the Effective Date, unless extended or terminated earlier as provided for in this Agreement. Notwithstanding the foregoing, the Current Standards Vesting shall expire after fifteen (15) years from the Effective Dave and the West Tuolumne Road Access Vesting shall be effective for the entire Term. Any modification or extensions to the Term shall be subject to the mutual agreement of the Parties. The City Manager shall have the sole discretion to approve any modification or extension to the Term on behalf of City, with any such modification or extension constituting a minor amendment to this Agreement. Following expiration of the Term, this Agreement shall be deemed terminated and of no further force and effect. In the event of expiration of the Term, Developer shall be required to enter into a new Development Agreement with City if Developer so requests.

Section 1.7. Covenant Running with the Land. Developer represents that it has a legal or equitable interest in the Property, as identified by Assessor’s Parcel Number (“APN”) in Exhibit A-1 and as legally described in Exhibit A-2. This Agreement shall constitute a covenant running with the land, and the burdens and benefits of this Agreement shall bind and inure to all successors-in-interest to Developers, until such time that the Agreement terminates.

Exhibit CB Depiction of Properties and West Tuolumne Road Access Point
Exhibit C Form of Assignment and Assumption Agreement
Exhibit D Form of Partial Assignment and Assumption Agreement Exhibit E Form of Notice of Termination
Exhibit F Revised Standards and Specifications
ARTICLE 2
SUBSEQUENT CITY APPROVALS; PERMIT PROCESSING
Section 2.1. Subsequent City Approvals. Implementation of the Turlock Marketplace Project may require Developer to obtain additional approvals and permits from City (“Subsequent City Approvals”). Subsequent City Approvals may include, without limitation, tentative parcel maps, final maps, staff-level approvals, subdivision improvement plans and agreements, architectural and site plan reviews, encroachment permits, building permits, landscaping plans, grading plans and permits, lot line adjustments, use permits, and occupancy certificates. City shall comply with the California Environmental Quality Act (“CEQA”), the Subdivision Map Act (California Government Code Section 66410 et seq.) (the “Map Act”), and other applicable laws in processing the Subsequent City Approvals. In the course of taking action on these applications, City will exercise discretion in imposing conditions of approval and adopting mitigation measures in accordance with the Map Act, CEQA and other applicable state and local law. City’s exercise of discretion is not prohibited by this Agreement, but the exercise of that discretion must be reasonable and consistent with this Agreement.

Development of the Properties shall be subject to all conditions of approval and mitigation measures adopted in conjunction with any Subsequent City Approvals so long as they do not conflict with the Current Standards Vesting or West Tuolumne Road Access Vesting provided herein.

Section 2.2. Life of Subdivision Maps. [Intentionally Omitted.] Section 2.3. Further Discretionary Actions. The exercise of City's authority and independent judgment is recognized under this Agreement, and nothing in this Agreement shall be interpreted as limiting City’s discretion to approve, disapprove or impose conditions on any Subsequent City Approvals, to require additional information or studies from Developers, or to hold legally required public hearings. Except as otherwise set forth hereinin this Agreement, such discretion and action taken by the City shall, however, be consistent with the terms of this Agreement and shall not prevent, hinder, or compromise development or use of the Property as contemplated by the Parties in this Agreement and shall not conflict with the Current Standards Vesting or West Tuolumne Road Access Vesting provided herein.
.

Section 2.4. Cooperation Between City and Developer. City shall cooperate in the implementation of this Agreement.

ARTICLE 3
VESTED RIGHTS;

DEVELOPMENT OF TURLOCK MARKETPLACE PROJECT
Section 3.1. Vested Rights. As provided in Section 1.6 of this Agreement, Developer shall have the vested right to develop the Properties in accordance with: (i) the Current Standards as defined in Section 3.2 (“Current Standards Vesting”); and (ii) the West Tuolumne Road Access Vesting. Developer is assured, and City agrees, that the Current Standards Vesting and West Tuolumne Road Access Vesting is fully vested in Developer and may not be modified or terminated by City, except with Developer’s express written consent, which may be given or not given in Developer’s sole and absolute discretion.

Section 3.2. Permitted Uses and Development Standards. The permitted uses, the densities and intensities of use, the maximum height and size of proposed buildings, and provisions for reservation, and dedication of land are those in the General Plan, the Northwest Triangle Specific Plan, the Turlock Municipal Code, and other City enactments as of the Effective Date (the “Current Standards”). The Current Standards are limited to those matters listed above (i.e., permitted uses, the densities and intensities of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land) and do not include any other matters, including, without limitation, fees, charges, assessments and any other cost or exaction; or design, improvement and construction standards and specifications.

In addition, notwithstanding the Current Standards and the Current Standards Vesting, Developer shall make all land dedications and improvements deemed necessary by the City related to access and traffic issues.

Except to the extent there is any conflict with the West Tuolumne Road Access Vesting, Developer understands and agrees that the City is revising its current 2016 standards and specifications, and its projectthe undeveloped portions of the Project shall be subject to thosethese revised requirementsstandards and specifications upon adoption by the City. Such revised standards and specifications may be attached hereto as Exhibit F after their adoption by the City or may be independently incorporated by this reference to them.

Section 3.3. Conditions of Approval. [Intentionally Omitted.] Section 3.4. Mitigation Monitoring and Reporting Program. [Intentionally Omitted.] Section 3.5. Eminent Domain. [Intentionally Omitted.]
Section 3.6. Timing of Development. [Intentionally Omitted.] Section 3.7. Phasing. [Intentionally Omitted.]
Section 3.8. No Conflicting Enactments. [Intentionally Omitted.] Section 3.9. Limitations on Developer’s Vested Rights. City and Developer agree that the vested rights conferred by this Agreement are subordinate to the following:
(a) Referenda. The Parties acknowledge that City’s approval of this Agreement is a legislative action subject to referendum. In the event of any such referendum that reduces the development rights conferred by this Agreement, City shall cooperate with Developer and undertake such reasonable actions as may be appropriate to ensure that Developers may develop the Turlock Marketplace Project in accordance with this Agreement and the major Subsequent City Approvals. (b) Regulation by Other Public Agencies. The Parties acknowledge that other public agencies, outside of the control and authority of City, regulate or have authority over City and the public infrastructure required to serve the Turlock Marketplace Project, and that the exercise of such public agency authority could negatively affect development of the Turlock Marketplace Project. Nothing in this Agreement limits the authority of such public agencies. City shall not be found to be in breach of this Agreement due to any action taken by another public agency that negatively impacts this Agreement or development of the Turlock Marketplace Project.
(c) Changes in California Building Standards Codes. Development of the Turlock Marketplace Project shall be subject to changes occurring from time to time to the California Building Standards Codes, however, City shall not impose any optional local standards that conflict with this Agreement.
(d) Changes Mandated by Federal or State Law. The Turlock Marketplace Project shall be subject to subsequently enacted federal or state laws or regulations that may conflict with this Agreement or the Subsequent City Approvals, that mandate adoption of local regulations, or that preempt the Municipal Code and Policies.

As provided in section 65869.5 of the Development Agreement Statute, in the event that state or federal laws or regulations enacted after the Effective Date prevent or preclude compliance with one or more provisions of this Agreement, such provisions shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations. Upon discovery of a subsequently enacted federal or state law that conflicts with this Agreement or otherwise affects the Turlock Marketplace Project, City or Developer shall provide the other Party with written notice of the federal or state law or regulation and a written statement of the conflicts raised by such law or regulation.

Promptly thereafter, City and Developer shall meet and confer in good faith to modify this Agreement, as necessary, to comply with such law or regulation. In such discussions to resolve the conflict, City and Developer shall attempt to preserve the terms of this Agreement to the maximum extent feasible.
(e) Health and Safety Emergencies. In the event that any future public health and safety emergencies arise during development of the Turlock Marketplace Project, City agrees that it shall attempt to address such emergency in a way that does not have a material adverse impact on the Turlock Marketplace Project.

Section 3.10. Agreed Changes. [Intentionally Omitted.]
ARTICLE 4

FEES AND REIMBURSEMENT
Section 4.1. City Fees. This Agreement does not address any City fees, charges, assessments or other exactions or costs applicable to the Turlock Marketplace Project of any type whether they be, without limitation, developer fees, capital facility fees, capacity charges, application, processing and inspection fees (the “Fees and Costs”). Developer shall pay the then applicable Fees and Costs as required by the City. No such Fees and Costs are vested by this Agreement.

Section 4.2. Fees Charged by Other Public Agencies. This Agreement does not preclude City from collecting fees, charges, assessments or similar costs from Developers that are lawfully imposed on the Turlock Marketplace Project by other public agencies and which City is required, or has agreed, to collect (the “Other Fees and Costs”). Developer acknowledges that the Turlock Marketplace Project is subject to fees charged by other agencies, including but not limited to, Stanislaus County and the Turlock Unified School District. Developer shall pay such fees prior to issuance of building permit, unless the public agency requires or allows otherwise. No such Other Fees and Costs are vested by this Agreement.

ARTICLE 5

IMPROVEMENTS AND INFRASTRUCTURE
[Intentionally omitted.]
ARTICLE 6
FINANCING OF PUBLIC IMPROVEMENTS;

COMMUNITY FACILITIES DISTRICTS
[Intentionally omitted.]
ARTICLE 7
INSURANCE; INDEMNITY
Section 7.1. Insurance. Developer shall provide City the insurance as may be required by the City’s then effective insurance requirements for any Subsequent City Approval.

Section 7.2. Other Insurance Requirements. [Intentionally Omitted.] Section 7.3. Third Party Legal Challenge.
(a) In the event any legal action, claim, action, or proceeding is commenced by any third party challenging this Agreement, the CEQA compliance related to the Turlock Marketplace Project, or any Subsequent City Approval, Developers shall defend, indemnify, and hold harmless City and its agents, elected and appointed officials, officers, employees, consultants, and volunteers (collectively, “City’s Agents”). This obligation includes payment of all City costs and expenses incurred in the defense of such lawsuit, including but not limited to, reasonable costs of City’s counsel, damages, attorneys’ fees, and expenses of litigation awarded to the prevailing party or parties in such litigation. City and Developer shall cooperate in good faith in the control of the litigation, the attendance of proceedings of any kind, and the making of litigation decisions, including, but not limited to, selecting counsel to defend City and settlement or other disposition of the matter.

(b) In the event of any such legal action, Developers shall pay all reasonably incurred litigation fees to City within thirty (30) days of receiving a written request and accounting of such fees and expenses from City. Notwithstanding the foregoing, City may request, and Developers will provide to City within seven (7) days of any such request, a deposit to cover City’s reasonably anticipated litigation fees and costs related to this Agreement in an amount not exceeding a deposit or retainer amount typically requested by representative law firms in Stanislaus County or in the county where the law firm chosen by the City is domiciled.
(c) The City shall provide Developer of written notice specifying the nature and scope of the requested indemnity, defense, and/or hold harmless obligation demanded of Developer.

Section 7.4. Indemnity and Hold Harmless. Developers agree to defend, indemnify, and hold harmless City and City’s Agents from all liability for personal injury, including death, as well as property damage, which may arise from activities conducted by or omissions of Developer or Developer’s contractors, subcontractors, agents, or employees relating to development of the Turlock Marketplace Project. The foregoing indemnity obligation of Developers shall not apply to any liability for damages or claims for damages relating to use of any improvements after completion and acceptance by City.

Developer’s indemnification requirements will not apply where the claim, action, or proceeding is as a direct result of City or City’s Agents’ gross negligence or willful misconduct. The City shall provide Developer of written notice specifying the nature and scope of the requested indemnity, defense, and/or hold harmless obligation demanded of Developer.

Section 7.5. Prevailing Wages. [Intentionally Omitted.] Section 7.6. Failure to Indemnify; Waiver. Failure to indemnify City, when required by this Agreement, shall constitute a material breach of this Agreement and of any applicable Subsequent City Approvals which shall entitle City to all remedies available under law, including, but not limited to, specific performance and damages.

Section 7.7. Waiver of Damages Against City. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that City would not have entered into this Agreement had it been exposed to liability for damages from Developer and, therefore, Developer hereby waives all claims for damages against City for breach of this Agreement. Developer’s remedies under this Agreement shall be limited to specific performance.

ARTICLE 8

MORTGAGEE PROTECTION
Section 8.1. Mortgagee Protection. No breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage or deed of trust with respect to the Properties. All of the terms and conditions contained in this Agreement shall be binding upon and effective against and shall run to the benefit of any person or entity, including any deed of trust beneficiary or mortgagee (“Mortgagee”), who acquires title or possession to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure or otherwise.

Section 8.2. Notice of Default to Mortgagee and Right to Cure. If City receives notice from a Mortgagee requesting a copy of any notice of default given to Developer, then City shall deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given to Developer with respect to any claim by City that Developer has committed an event of default. Each Mortgagee shall have the right during the same period available to Developer to cure, or to commence to cure, the event of default set forth in City's notice.

ARTICLE 9
ANNUAL REVIEW; DEFAULT
Section 9.1. Annual Review. The City Manager or his or her appointee shall, at least every twelve (12) months during the Term of this Agreement, review the extent of substantial, good faith compliance of Developer and City with the terms of this Agreement, pursuant to Government Code Section 65865.1. At the time of such annual review, Developers shall provide such information as may be reasonably requested by the City Manager to ascertain compliance with this Agreement. Developers shall provide such information within thirty (30) days of receiving City Manager’s request for information. A finding by the City Manager of good faith compliance with this Agreement shall conclusively determine such good faith compliance only up to the date of such review.

Where the City Manager, on the basis of substantial evidence, finds that Developer has not complied with the terms of this Agreement, Developer may appeal such determination to the City Council within ten (10) days of receiving the City Manager’s determination.

The failure of City to conduct the annual review shall not affect the validity of this Agreement.

Section 9.2. Estoppel Certificates. Upon Developer’s request, City shall, with at least thirty (30) days advance written notice, execute, acknowledge and deliver to Developer, Developer’s lender, potential investors or assignees, and other necessary parties an “Estoppel Certificate” in writing which certifies that this Agreement is in full force and effect and that there are no breaches or defaults under the Agreement. The City Manager shall be authorized to execute such Estoppel Certificate.

Section 9.3. Default. Failure or unreasonable delay by either Party to perform any term or condition of this Agreement shall constitute default. In the event of default, the Party alleging such default or breach shall give the other Party not less than thirty (30) days’ notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured. During any such 30-day period, the Party charged shall not be considered in default for purposes of termination of this Agreement or institution of legal proceedings. After notice and expiration of the 30-day period, if such default has not been cured or cure is not being diligently pursued in the manner set forth in the notice, the charging Party may at its option: (i) terminate this Agreement, in which event neither Party shall have any further rights against or liability to the other with respect to this Agreement, or (ii) institute legal or equitable action to cure or remedy any default, including but not limited to, an action for specific performance of the terms of this Agreement.

Section 9.4. Withholding of Permits. If Developer has defaulted after all applicable notice and cure periods have expired, City may, in its sole discretion, refuse to issue or withhold any permit or entitlement for any structure or improvement relating to the Turlock Marketplace Project, including without limitation, a notice of completion, building permit, sign permit, grading permit, or occupancy certificate.

Section 9.5. Default by City. If City defaults under the terms of this Agreement, City agrees that Developer shall not be obligated to proceed with or complete the Turlock Marketplace Project or any phase thereof, nor shall resulting failures or delays in Developer’s performance constitute grounds for termination of this Agreement.

Section 9.6. Enforced Delay, Extension of Times of Performance. Delays in performance, by either Party, shall not be deemed a default if such delays or defaults are due to war, insurrection, terrorism, strikes, walkouts, riots, floods, earthquakes, fires, casualties, pandemics, epidemics, acts of God, governmental restrictions imposed where mandated by governmental entities other than City, enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulations enacted by the state or federal government, litigation, economic collapse, or other force majeure events. An extension of time for such cause shall be in effect for the period of forced delay or longer, as may be mutually agreed upon by the Parties.

ARTICLE 10

ADMINISTRATION OF AGREEMENT
Section 10.1. Administration of Agreement. The City Manager or his or her designee is responsible for the interpretation and administration of the provisions of this Agreement.

Should a disagreement arise between the Parties with respect to the interpretation or administration of any provision of this Agreement, Developer and the City Manager (or his or her designee) shall meet and confer in good faith to discuss resolution of such disagreement within thirty (30) days after notice from either party. If the Parties are unable to reach a mutually-agreeable resolution, the City Manager’s decision may thereafter be appealed to the City Council within fifteen (15) days of the City Manager's decision.

Section 10.2. Amendment of Agreement. This Agreement shall be amended only by mutual consent of the Parties and any amendment must be in writing, as provided below:
(a) Major Amendment. The City Council shall approve any major amendment to the Agreement. An amendment shall be deemed a “major amendment” if it constitutes a material change to City’s financial obligations (with City Manager having the sole discretion to determine what constitutes a “material change”). Any major amendment shall comply with the procedures of the Development Agreement Statute. (b) Minor Amendment. The Parties acknowledge that development of the Turlock Marketplace Project and the details of performance by the Parties require administrative flexibility. The City Manager shall have the authority to approve minor amendments to this Agreement. An amendment shall be deemed a “minor amendment” if it is not a major amendment and does not incur any financial obligation that exceeds the City Manager’s authority. If City and Developer mutually agree that a minor amendment is appropriate, they shall effectuate the minor amendment through an operating memorandum approved by the Parties with the City Manager acting on behalf of City. An executed operating memorandum shall become effective immediately. Each operating memorandum shall be attached to this Agreement as an addendum and become a part of this Agreement. Unless otherwise required by law, a minor amendment shall not require any notice or hearing.

Section 10.3. Streamlined Implementation. [Intentionally Omitted.] Section 10.4. Assignment and Assumption.
(a) Developer shall have the right to sell, assign, or transfer all or any part of its rights, title and interests in all or a portion of the Property to any person, firm, or corporation during the Term of this Agreement. Any sale, assignment, or transfer of all orof this Agreement must be done in writing and in a form substantially similar to the “Assignment and Assumption Agreement” attached hereto as Exhibit C. Any sale, assignment, or transfer of only a part of this Agreement must be done in writing and in a form substantially similar to the “Partial Assignment and Assumption Agreement” attached hereto as Exhibit D. In any such sale, assignment, or transfer, the successor to the transferred Property shall expressly assume all applicable obligations under this Agreement. Any assignee of Developer shall be subject to all the benefits and burdens of this Agreement.

In the event of any partial assignment of this Agreement: (i) the assignee under such partial assignment shall be liable only for the obligations under this Agreement that pertain to the portion of the Property transferred to such assignee; (ii) neither assignor, assignee, nor other Developer party to the Agreement shall have joint and several liability for the obligations or liabilities of the other under this Agreement; and (iii) no breach or default by such party of its respective obligations under the Agreement shall be deemed, interpreted or construed to be a breach or default by the other party. (b) Developer shall provide City with written notice of sale, assignment, or transfer of all or a portion of the Property at least thirty (30) days in advance of such action, subject to approval by the City Manager, whose consent shall not be unreasonably withheld. Upon execution of an Assignment and Assumption Agreement or Partial Assignment and Assumption Agreement, Developer shall be relieved of any obligations under this Agreement relating to the transferred Property. After execution of an Assignment and Assumption Agreement or Partial Assignment and Assumption Agreement, Developer shall send a copy of the Assumption Agreementsuch agreement to the City Clerk.

Section 10.5. Notices. Any notice or communication required hereunder among the Parties must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express, UPS or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the Party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier. Such notices or communications shall be given to the Parties at the addresses set forth below. Any Party may at any time, by giving ten (10) days written notice to the other Party, designate any other address in substitution of the address listed below to which such notice or communication shall be given.

If to City: City of Turlock
156 S. Broadway
Turlock, California 95380
Attn: City Manager & Development Services
Director
Email: [email protected] &
[email protected]
with copy to: City of Turlock
Attn: City Attorney
156. S. Broadway
Turlock, California 95350
Email: [email protected]
If to Developer: Turlock Marketplace, LLC
Attn: Mark Enes and Joshua Stark
7919 Folsom Blvd., Suite 120
Sacramento, CA 95826
Email: [email protected]

with copy to: _______________
_______________
_______________
_______________
Email: _______________
Email: [email protected];
[email protected]

ARTICLE 11

TERMINATION
Section 11.1. Termination Upon Completion of Development. This Agreement shall terminate upon the earlier of (i) upon expiration of the Term, or (ii) upon Developer’s notification to the City of its desire to terminate the Agreement so long as City determines that all material obligations of Developer under the Agreement have been fulfilled or satisfied. Upon termination of this Agreement, City shall record a notice of such termination in a form substantially similar to the “Notice of Termination” attached hereto as Exhibit E. Termination of this Agreement shall eliminate any further obligation of the Parties to comply with the terms of this Agreement. Termination of this Agreement shall not, however, eliminate the rights of any Party to seek any applicable and available remedies or damages based upon acts or omissions occurring prior to said termination.

Section 11.2. Other Termination. City is entering into this Agreement with Developer based upon Developer’s representations and the public benefits City has determined exist for its economic development goals. based upon these representations.

If Developer chooses to Turlock Marketplace, LLC does not developbecome the fee owner of the Property, this Agreement shall not be assigned to landowner and by December 31, 2025then City shall have the right to terminate thethis Agreement.

ARTICLE 12

STANDARD TERMS AND CONDITIONS
Section 12.1. Standard Terms and Conditions.
(a) Venue; Governing Law. Venue for all legal proceedings shall be in the Superior Court for the County of Stanislaus. The validity, interpretation and performance of this Agreement shall be controlled by and construed pursuant to the laws of the State of California.
(b) Waiver. No Party shall be deemed to have made any waiver of any breach of any term, condition or covenant unless said waiver is in writing and signed by the Party so waiving. Such waiver by any Party shall not be deemed to be a waiver of any subsequent breach of the same term, covenant or condition. (c) Integration. This Agreement, together with its specific references, attachments, and Exhibits, constitutes all of the agreements, understandings, representations, conditions, warranties and covenants made by and between the Parties hereto. Unless set forth herein, neither Party shall be liable for any representations made, express or implied, which are not specifically set forth herein. (d) Supersedes Prior Agreement. It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements, discussions, commitments, representations or agreements, written, electronic or oral, between the Parties hereto with respect to the Turlock Marketplace Project and the Properties. (e) Captions. The captions of this Agreement are for convenience and reference only and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement.
(f) Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts shall remain in full effect as though such invalid or unenforceable provision had not been a part of this Agreement. (g) Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” or “can” are permissive.
(h) Term Includes Extensions. All references to the Term of this Agreement shall include any extensions of such Term.
(j) Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title or interest to any portion of the Property shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property, and all rights and interests of such person in the Property shall be subject to the terms, requirements and provisions of this Agreement.
(j) Counterparts. This Agreement may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
(k) Further Acts; Other Documents. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and to that end, agree to execute and deliver such other instruments or documents and to perform any further acts, as may be necessary and convenient to fulfill the purposes and objectives of this Agreement.
(l) Time is of the Essence. Time is of the essence in this Agreement in each covenant and term and condition herein.
(m) Authority. Any developer party executing this Agreement certifies, in his/her/their individual or corporate capacity that (i) they have legal or equitable title to the applicable parcels subject to this Agreement; (ii) they are authorized to enter into this Agreement, and (iii) they have complied with all requirements under state or federal law for such person or entity to execute this Agreement.
(n) Joint Preparation. All Parties to this Agreement have negotiated it at length and have had the opportunity to consult with and be represented by their own competent counsel. Each provision of this Agreement shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. (o) Attorney’s Fees and Costs. In the event one of the Parties commences litigation for specific performance or damages for breach of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs incurred, in addition to any other relief to which such Party may be entitled.
[Signatures on following pages]

IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as set forth in Article 1.
above.

CITY:

CITY OF TURLOCK,
a California municipal corporation
By: ________
Reagan M. Wilson, City Manager
Date:

ATTEST:

By: ________
_________,Nichole Fiez, City Clerk
Date:

APPROVED AS TO FORM:

By: ________
George A. Petrulakis, City Attorney
Date:

DEVELOPERSDEVELOPER:

TURLOCK MARKETPLACE, LLC,
a California limited liability company
By: ________
Mark Enes
Its: ________

SCHEDULE OF EXHIBITS

Designation Description
Exhibit A-1 ListLegal Description of Developer Properties Exhibit A-2B Legal DescriptionDepiction of Developer Properties and West Tuolumne Road Access Point
Exhibit BC Turlock Marketplace AreaForm of Assignment and Assumption Agreement
Exhibit CD Depiction of West Tuolumne Road Access PointForm of Partial Assignment and Assumption Agreement
Exhibit DE Form of Assumption AgreementNotice of Termination Exhibit EF Form of Notice of TerminationRevised Standards and Specifications

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Turlock
156 S. Broadway
Turlock, California 95380
Attention: City Clerk
APN 088-016-001-000 Space Above This Line Reserved for Recorder’s Use.

APN 088-010-024-000 Exempt from Recording Fees. (Government Code sections APN 088-010-052-000 6103 and 27383).

DEVELOPMENT AGREEMENT

TURLOCK MARKETPLACE PROJECT

BY AND BETWEEN
The City of Turlock
AND
Turlock Marketplace, LLC, a California
limited liability company
Adopted by City Council Ordinance No. _______,
on _________________, 2025

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

Page 1 ends

This DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into by and between TURLOCK MARKETPLACE, LLC, a California limited liability company (“Developer”) and the CITY OF TURLOCK, a California municipal corporation (“City”), as of ______________________, 202_ (the “Effective Date”). City and Developer may be referred to herein individually as a “Party” or collectively as the “Parties.” There are no other parties to this Agreement.

B. Developer owns or controls those parcels of real property more specifically described in Exhibit A (the “Property” or “Properties””) and commonly known as 1885 Countryside Drive, 2712 West Tuolumne Road, and 2630 West Tuolumne Road and identified for convenience as Assessor’s Parcel Numbers 088-016-001-000, 088-010- 024-000, and 088-010-052-000. The Properties constitute approximately 29.42 acres and are located within the boundaries of the City’s Northwest Triangle Specific Plan. The Properties are depicted in Exhibit B.

C. Developer has proposed to develop the Properties as a commercial shopping center including a big box retail center and various other commercial and retail uses (the “Turlock Marketplace Project” or “Project”)). For viability of the Project, Developer requires access from West Tuolumne Road south into the Project area at a location shown in Exhibit B which will allow right-in, right-out and left-in movements into the Project but not left-out movements (the “West Tuolumne Road Access Point”). City in its General Plan has planned for a future flyover over State Route 99 extending the existing eastern segment of West Tuolumne Road west over the state route and connecting to the existing western segment of West Tuolumne Road. Developer has concerns that the future flyover would jeopardize the West Tuolumne Road Access Point.

City has confirmed that should the flyover be implemented, the West Tuolumne Road Access Point can be maintained by Developer in its proposed location and configuration as agreed to by the Parties.

D. The major purpose of this Agreement is to maintain the viability of the Turlock Marketplace Project by ensuring access to the Project at the West Tuolumne Road Access Point as provided in this Agreement should the City implement the flyover over State Route 99 along the West Tuolumne Road alignment (the “West Tuolumne Road Access Vesting”). As used herein, the West Tuolumne Road Access Vesting shall mean that (i) the right in, right out, and left in driveway access into the Turlock Marketplace Project from Tuolumne Road shall be preserved, and (ii) the location and dimensions of such driveway shall be preserved in such a way to not materially and adversely impact

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access. The additional purpose of this Agreement is for the Parties to enter into an Agreement that meets the necessary requirements of the Development Agreement Statute and the Development Agreement Law of the City of Turlock while providing the Parties the necessary flexibility to implement subsequent aspects of the Turlock Marketplace Project.

E. City has determined that this Agreement is consistent with the General Plan and the Northwest Triangle Specific Plan and meets all requirements under the Development Agreement Statute and the Development Agreement Law of the City of Turlock. City further has determined that all necessary proceedings related to this Agreement have been conducted in accordance with City and state rules and regulations.

City has further determined that development of the Turlock Marketplace Project will result in significant public benefits in furthering the City’s economic development goals.

AGREEMENT
ARTICLE 1

Section 1.2. Exhibits. The following “Exhibits” are attached hereto and incorporated into and made part of this Agreement:

Section 1.3. Project is a Private Undertaking. The Parties agree that the Turlock Marketplace Project is a private development and that City has no interest therein except as authorized in the exercise of its governmental functions. Nothing in this Agreement Designation Description
Exhibit A Legal Description of Properties
Exhibit B Depiction of Properties and West Tuolumne Road Access Point
Exhibit C Form of Assignment and Assumption Agreement
Exhibit D Form of Partial Assignment and Assumption Agreement Exhibit E Form of Notice of Termination
Exhibit F Revised Standards and Specifications

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shall preclude Developer, without City review and approval, from forming a private investment entity, entering into a joint venture or selling, leasing, or otherwise entering into agreements with respect to any portion, parcel, or development phase to or with another party for the purpose of developing, managing, or completing any portion of the Turlock Marketplace Project.

Section 1.7. Covenant Running with the Land. Developer represents that it has a legal or equitable interest in the Property, as legally described in Exhibit A. This Agreement shall constitute a covenant running with the land, and the burdens and benefits of this Agreement shall bind and inure to all successors-in-interest to Developers, until such time that the Agreement terminates.

ARTICLE 2
SUBSEQUENT CITY APPROVALS; PERMIT PROCESSING
Section 2.1. Subsequent City Approvals. Implementation of the Turlock Marketplace Project may require Developer to obtain additional approvals and permits from City (“Subsequent City Approvals”). Subsequent City Approvals may include, without limitation, tentative parcel maps, final maps, staff-level approvals, subdivision improvement plans and agreements, architectural and site plan reviews, encroachment permits, building permits, landscaping plans, grading plans and permits, lot line adjustments, use permits, and occupancy certificates. City shall comply with the California Environmental Quality Act (“CEQA”), the Subdivision Map Act (California

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Government Code Section 66410 et seq.) (the “Map Act”), and other applicable laws in processing the Subsequent City Approvals. In the course of taking action on these applications, City will exercise discretion in imposing conditions of approval and adopting mitigation measures in accordance with the Map Act, CEQA and other applicable state and local law. City’s exercise of discretion is not prohibited by this Agreement, but the exercise of that discretion must be reasonable and consistent with this Agreement.

Section 2.2. Life of Subdivision Maps. [Intentionally Omitted.] Section 2.3. Further Discretionary Actions. The exercise of City's authority and independent judgment is recognized under this Agreement, and nothing in this Agreement shall be interpreted as limiting City’s discretion to approve, disapprove or impose conditions on any Subsequent City Approvals, to require additional information or studies from Developers, or to hold legally required public hearings. Except as otherwise set forth in this Agreement, such discretion and action taken by the City shall, however, be consistent with the terms of this Agreement and shall not prevent, hinder, or compromise development or use of the Property as contemplated by the Parties in this Agreement and shall not conflict with the Current Standards Vesting or West Tuolumne Road Access Vesting provided herein.
.

Section 2.4. Cooperation Between City and Developer. City shall cooperate in the implementation of this Agreement.

ARTICLE 3
VESTED RIGHTS;

DEVELOPMENT AGREEMENT (COMMERCIAL)
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maximum height and size of proposed buildings, and provisions for reservation and dedication of land) and do not include any other matters, including, without limitation, fees, charges, assessments and any other cost or exaction; or design, improvement and construction standards and specifications.

Except to the extent there is any conflict with the West Tuolumne Road Access Vesting, Developer understands and agrees that the City is revising its current 2016 standards and specifications, and the undeveloped portions of the Project shall be subject to these revised standards and specifications upon adoption by the City. Such revised standards and specifications may be attached hereto as Exhibit F after their adoption by the City or may be independently incorporated by this reference to them.

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(c) Changes in California Building Standards Codes. Development of the Turlock Marketplace Project shall be subject to changes occurring from time to time to the California Building Standards Codes, however, City shall not impose any optional local standards that conflict with this Agreement.
(d) Changes Mandated by Federal or State Law. The Turlock Marketplace Project shall be subject to subsequently enacted federal or state laws or regulations that may conflict with this Agreement or the Subsequent City Approvals, that mandate adoption of local regulations, or that preempt the Municipal Code and Policies.

Section 3.10. Agreed Changes. [Intentionally Omitted.]
ARTICLE 4

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

Page 7 ends

charged by other agencies, including but not limited to, Stanislaus County and the Turlock Unified School District. Developer shall pay such fees prior to issuance of building permit, unless the public agency requires or allows otherwise. No such Other Fees and Costs are vested by this Agreement.

ARTICLE 5

IMPROVEMENTS AND INFRASTRUCTURE
[Intentionally omitted.]
ARTICLE 6
FINANCING OF PUBLIC IMPROVEMENTS;

Developer shall not settle any lawsuit without the consent of City if such settlement would involve monetary damages or admissions of liability by City. City shall act in good faith and shall not unreasonably withhold consent to settle. As an alternative to defending any such action, Developer may request that City rescind any approval. (b) In the event of any such legal action, Developers shall pay all reasonably incurred litigation fees to City within thirty (30) days of receiving a written request and accounting of such fees and expenses from City. Notwithstanding the foregoing, City may request, and Developers will provide to City within seven (7) days of any such

DEVELOPMENT AGREEMENT (COMMERCIAL)
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request, a deposit to cover City’s reasonably anticipated litigation fees and costs related to this Agreement in an amount not exceeding a deposit or retainer amount typically requested by representative law firms in Stanislaus County or in the county where the law firm chosen by the City is domiciled.
(c) The City shall provide Developer of written notice specifying the nature and scope of the requested indemnity, defense, and/or hold harmless obligation demanded of Developer.

ARTICLE 8

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

Page 9 ends

The failure of City to conduct the annual review shall not affect the validity of this Agreement.

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

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including but not limited to, an action for specific performance of the terms of this Agreement.

ARTICLE 10

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

Page 11 ends

(b) Minor Amendment. The Parties acknowledge that development of the Turlock Marketplace Project and the details of performance by the Parties require administrative flexibility. The City Manager shall have the authority to approve minor amendments to this Agreement. An amendment shall be deemed a “minor amendment” if it is not a major amendment and does not incur any financial obligation that exceeds the City Manager’s authority. If City and Developer mutually agree that a minor amendment is appropriate, they shall effectuate the minor amendment through an operating memorandum approved by the Parties with the City Manager acting on behalf of City. An executed operating memorandum shall become effective immediately. Each operating memorandum shall be attached to this Agreement as an addendum and become a part of this Agreement. Unless otherwise required by law, a minor amendment shall not require any notice or hearing.

Section 10.3. Streamlined Implementation. [Intentionally Omitted.] Section 10.4. Assignment and Assumption.
(a) Developer shall have the right to sell, assign, or transfer all or any part of its rights, title and interests in all or a portion of the Property to any person, firm, or corporation during the Term of this Agreement. Any sale, assignment, or transfer of all of this Agreement must be done in writing and in a form substantially similar to the “Assignment and Assumption Agreement” attached hereto as Exhibit C. Any sale, assignment, or transfer of only a part of this Agreement must be done in writing and in a form substantially similar to the “Partial Assignment and Assumption Agreement” attached hereto as Exhibit D. In any such sale, assignment, or transfer, the successor to the transferred Property shall expressly assume all applicable obligations under this Agreement. Any assignee of Developer shall be subject to all the benefits and burdens of this Agreement.

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Page 12 ends

TERMINATION
Section 11.1. Termination Upon Completion of Development. This Agreement shall terminate upon the earlier of (i) upon expiration of the Term, or (ii) upon Developer’s

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

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notification to the City of its desire to terminate the Agreement so long as City determines that all material obligations of Developer under the Agreement have been fulfilled or satisfied. Upon termination of this Agreement, City shall record a notice of such termination in a form substantially similar to the “Notice of Termination” attached hereto as Exhibit E. Termination of this Agreement shall eliminate any further obligation of the Parties to comply with the terms of this Agreement. Termination of this Agreement shall not, however, eliminate the rights of any Party to seek any applicable and available remedies or damages based upon acts or omissions occurring prior to said termination.

If Turlock Marketplace, LLC does not become the fee owner of the Property by December 31, 2025then City shall have the right to terminate this Agreement.

ARTICLE 12

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

Page 14 ends

(f) Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts shall remain in full effect as though such invalid or unenforceable provision had not been a part of this Agreement. (g) Mandatory and Permissive. “Shall” and “will” and “agrees” are mandatory. “May” or “can” are permissive.
(h) Term Includes Extensions. All references to the Term of this Agreement shall include any extensions of such Term.
(j) Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title or interest to any portion of the Property shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property, and all rights and interests of such person in the Property shall be subject to the terms, requirements and provisions of this Agreement.
(j) Counterparts. This Agreement may be executed simultaneously or in two or more counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
(k) Further Acts; Other Documents. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreement and to that end, agree to execute and deliver such other instruments or documents and to perform any further acts, as may be necessary and convenient to fulfill the purposes and objectives of this Agreement.
(l) Time is of the Essence. Time is of the essence in this Agreement in each covenant and term and condition herein.
(m) Authority. Any developer party executing this Agreement certifies, in his/her/their individual or corporate capacity that (i) they have legal or equitable title to the applicable parcels subject to this Agreement; (ii) they are authorized to enter into this Agreement, and (iii) they have complied with all requirements under state or federal law for such person or entity to execute this Agreement.
(n) Joint Preparation. All Parties to this Agreement have negotiated it at length and have had the opportunity to consult with and be represented by their own competent counsel. Each provision of this Agreement shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

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(o) Attorney’s Fees and Costs. In the event one of the Parties commences litigation for specific performance or damages for breach of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees and costs incurred, in addition to any other relief to which such Party may be entitled.

IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and City as set forth above.

CITY:

CITY OF TURLOCK,
a California municipal corporation
By: ________
Reagan M. Wilson, City Manager
Date:

ATTEST:

By: ________
Nichole Fiez, City Clerk
Date:

APPROVED AS TO FORM:

By: ________
George A. Petrulakis, City Attorney
Date:

DEVELOPER:

TURLOCK MARKETPLACE, LLC,
a California limited liability company
By: ________
Mark Enes
Its: ________

DEVELOPMENT AGREEMENT (COMMERCIAL)
City of Turlock – Turlock Marketplace, LLC

Page 16 ends

SCHEDULE OF EXHIBITS
Designation Description
Exhibit A Legal Description of Properties
Exhibit B Depiction of Properties and West Tuolumne Road Access Point
Exhibit C Form of Assignment and Assumption Agreement
Exhibit D Form of Partial Assignment and Assumption Agreement Exhibit E Form of Notice of Termination
Exhibit F Revised Standards and Specifications
Exhibit A
Legal Description of the Properties

Exhibit B
Depiction of Property and Depiction of West Tuolumne Road Access Point Exhibit C
Form of Assignment and Assumption Agreement

RECORDING REQUESTED BY AND WHEN
RECORDED RETURN TO:

City of Turlock
156 S Broadway
Turlock, CA 95380
Attention: City Clerk
SPACE ABOVE THIS LINE FOR RECORDER’S USE
Recording Fee Exempt per Government Code § 6103
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into this _____ day of __________, 20___, by and between Turlock Marketplace, LLC (“Assignors”), and the ____________, _____________ (“Assignee”).

RECITALS
A. On ___________, 20__, Assignor and the City of Turlock (the “City”) entered into that certain agreement entitled “Development Agreement by and between the City of Turlock, a California municipal corporation and Turlock Marketplace, LLC (Turlock), Inc. relating to the improvement, development, and use of real property to operate a retail commercial shopping center business (the “Development Agreement”), originally recorded upon Stanislaus County Assessor’s Parcel Numbers 088-016-001- 000, 088-010-024-000, and 088-010-052-000 the properties constitute approximately

29.42 acres as legally described on Exhibit A (the “Property”).

B. Section 10.4 of the Development Agreement prohibits the sale, assignment, or transfer by Assignor of any portion of Assignor’s interests, rights, or titles described in that section of the Development Agreement (“Assignable Rights”) to a third party without prior written approval by the City Manager of the City of Turlock (the “City Manager”).

C. Assignor intends to assign, and Assignee intends to assume, the Assignable Rights under the Development Agreement.

D. In accordance with the terms of the Development Agreement, Assignor has provided to the City Manager a written request for consent to assignment. The City Manager has received the information he or she deems appropriate and consulted with the City Attorney for the purpose of determining that Assignee is a qualified applicant for purposes of the foregoing terms of the Development Agreement. This Agreement is intended to meet the requirements of Section 10.4 of the Development Agreement for an Assignment and Assumption Agreement and is executed with the consent of the City Manager as contemplated in the Development Agreement.

NOW, THEREFORE, Assignor and Assignee hereby agree as follows:

1. The foregoing Recitals are true and incorporated herein by this reference as though set forth in full.

2. Assignor hereby assigns to Assignee all of the Assignable Rights of Assignor under the Development Agreement.

3. Assignee hereby assumes all of the burdens and obligations of Assignor under the Development Agreement and agrees to observe and fully perform all of the duties and obligations of Assignor under the Development Agreement, and to be subject to all the terms and conditions thereof, with respect to the Property and Assignable Rights.

It is the express intention of Assignor and Assignee that, upon the execution of this Agreement, Assignee shall become substituted for Assignor as the “Developer” under the Development Agreement. Assignor shall thereafter be relieved of its obligations under the Development Agreement.

4. This Agreement shall take effect and be binding only upon the City Manager’s consent to and approval of the Agreement.

5. Assignee represents and warrants that it has reviewed and is familiar with the terms and conditions of the Development Agreement. Assignee acknowledges that the Assignable Rights are as set forth in Section 10.4 of the Development Agreement, and the duties of Assignor thereunder and the duties of Assignee hereunder, as between Assignee and City, shall be without reference to any underlying agreements or understandings that may exist between Assignee, Assignor, or any other party with respect to the subject matter hereof, and that City is not party to such other agreements.

6. All of the covenants, terms, and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
[Signatures on the Following Page]

ASSIGNOR
Turlock Marketplace, LLC, a California limited
liability company.

By: _____________________________
Mark Enes,
Its: Owner
Date: ___________________________

ASSIGNEE
____________, a __________________
By:
______________,
Its: ___________

Date:

CITY:

City of Turlock,
a California municipal corporation
By: __________________________
Name:

Its: City Manager
Date: __________________________
APPROVED AS TO FORM:

By: ____________________________
_______________, City Attorney
Date: __________________________
[NOTARY ACKNOWLEDGEMENTS AND ANY EXHIBITS TO BE INSERTED] Exhibit D
Form of Partial Assignment and Assumption Agreement

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

City of Turlock
156 S Broadway
Turlock, CA 95380
Attention: City Clerk

SPACE ABOVE THIS LINE FOR RECORDER'S USE
Recording Fee Exempt per Government Code § 6103
THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT (the
"Agreement") is entered into this ________ day of ______, 20___, by and between Turlock Marketplace, LLC ("Assignor"), and _________ ("Assignee").

RECITALS
A. On _____________ 20___, Assignor and the City of Turlock (the "City") entered into that certain agreement entitled "Development Agreement” by and between the City of Turlock, a California municipal corporation and Turlock Marketplace, LLC, a California limited liability company, relating to the improvement, development, and use of real property to operate a retail and commercial shopping center business (the "Development Agreement"), originally recorded upon Stanislaus County Assessor's Parcel Numbers 088-016-001-000, 088-010-024-000, and 088-010-052-000, and the properties constitute approximately 29.42 acres as legally described on Exhibit A (the "Property").

B. Section 10.4 of the Development Agreement prohibits the sale, assignment, or transfer by Assignor of any portion of Assignor's interests, rights, or titles described in that section of the Development Agreement ("Assignable Rights") to a third party without prior written approval (not to be unreasonably withheld) by the City Manager (the "City Manager'') of the City of Turlock (“City”).

C. On or before the date of this Agreement, Assignee has become fee owner of a portion of the Property legally described on Exhibit B (the “Assignee Property”).

D. In connection with Assignee’s ownership of the Assignee Property, Assignor intends to partially assign, and Assignee intends to assume, the Assignable Rights under the Development Agreement burdening and benefiting the Assignee Property (the “Assigned Rights”).

E. In accordance with the terms of the Development Agreement, Assignor has provided to the City Manager a written request for consent to assignment. The City Manager has received the information he or she deems appropriate and consulted with the City Attorney for the purpose of determining that Assignee is a qualified applicant for purposes of the foregoing terms of the Development Agreement. This Agreement is intended to meet the requirements of Section 10.4 of the Development Agreement for an Assignment and Assumption Agreement and is executed with the consent of the City Manager as contemplated in the Development Agreement.

NOW, THEREFORE, Assignor and Assignee hereby agree as follows:

1. The foregoing Recitals are true and incorporated herein by this reference as though set forth in full.

2. Assignor hereby assigns to Assignee the Assigned Rights under the Development Agreement.

3. Assignee hereby assumes all of the burdens and obligations of Assignor under the Development Agreement with respect to the Assigned Rights and agrees to observe and fully perform all of the duties and obligations of Assignor as to the Assigned Rights under the Development Agreement, and to be subject to all the terms and conditions thereof. Assignor is hereby released from its obligations as it relates to the Assigned Rights.

4. Upon the execution of this Agreement: (i) the Assignee shall be liable only for the obligations under the Development Agreement that pertain to the Assigned Rights; (ii) neither Assignor, Assignee, nor other party to the Development Agreement shall have joint and several liability for the obligations or liabilities of the other under the Development Agreement; and (iii) no breach or default by such party of its respective obligations under the Development Agreement shall be deemed, interpreted or construed to be a breach or default by the other party.

5. The City Manager’s execution of this Agreement on behalf of the City shall be deemed to be the City Manager's consent to and approval of the Agreement.

6. Assignee represents and warrants that it has reviewed and is familiar with the terms and conditions of the Development Agreement. Assignee acknowledges that the Assignable Rights are as set forth in Section 10.4 of the Development Agreement, and the duties of Assignor thereunder and the duties of Assignee hereunder, as between Assignee and City, shall be without reference to any underlying agreements or understandings that may exist between Assignee, Assignor, or any other party with respect to the subject matter hereof, and that City is not party to such other agreements.

7. All of the covenants, terms, and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
[Signatures on the Following Page]
ASSIGNOR: ASSIGNEE:

Turlock Marketplace, LLC,
a California limited liability company
By: __________________________
Mark Enes
Its:

Date: _________________________
_________________,
a ___________________
By: __________________________
Name: ________________________
Its: ___________________________
Date: _________________________
CITY:

City of Turlock,
a California municipal corporation
By: __________________________
Name:

Its: City Manager
Date: __________________________
APPROVED AS TO FORM:

By: ____________________________
_______________, City Attorney
Date: __________________________
[NOTARY ACKNOWLEDGEMENTS AND ANY EXHIBITS TO BE INSERTED] Exhibit E
Form of Notice of Termination
Form of Notice of Termination

RECORDING REQUESTED BY

AND WHEN RECORDED RETURN
TO:

City of Turlock
156 S Broadway
Turlock, CA 95380
Attention: City Clerk
SPACE ABOVE THIS LINE FOR RECORDER’S USE
Recording Fee Exempt per Government Code § 6103

NOTICE OF TERMINATION AND RELEASE OF DEVELOPMENT AGREEMENT DATE: _________________, 20___
PARTIES: CITY OF TURLOCK,
a California municipal corporation
156 S Broadway
Turlock, CA 95380
Attn: City Manager

TURLOCK MARKETPLACE, LLC,
a California limited liability company
Attn: Mark Enes and Joshua Stark
7919 Folsom Blvd., Suite 120
Sacramento, CA 95826
THIS NOTICE OF TERMINATION AND RELEASE (the “Release”) is being executed by the City of Turlock, a California municipal corporation (“City”), with reference to the following.

A. By Instrument No. _____________, which was recorded in the Official Records of Stanislaus County, California, on ________________, 20__, City recorded a development agreement between City and Turlock Marketplace, LLC, dated ______________, 20__ (the “Development Agreement”), relating to the development and operation of a retail commercial business.

B. Pursuant to Sections 1.6 of the Development Agreement, the term of the Development Agreement expires fifty (50) years from the effective date on ___________, 20___.

C. Pursuant to Section 11.1 of the Development Agreement, once terminated, the Development Agreement has no further force or effect, unless otherwise set forth in the Development Agreement.

NOW, THEREFORE, City hereby terminates, cancels, and otherwise releases Developer and Developer’s heirs, executives, administrators, successors, and assigns from their obligations in the Development Agreement on this ____ of _____ , 20___, and relinquishes any right it may hereafter have to enforce any of the terms and provisions set forth in the Development Agreement, unless otherwise set forth in the Development Agreement. This termination, cancellation, and release shall be effective upon the recordation of this Release in the office of the County Recorder for the County of Stanislaus, State of California.

CITY OF TURLOCK,
a California municipal corporation
By:
_____________, City Manager
Exhibit F
Revised Standards and Specifications Replacing
City’s 2016 Standards and Specifications
[To be added by Parties Upon Adoption by City or Incorporated by this Reference Upon Adoption by City]
City Council Staff Update
January 14th, 2025
From: Nick Showalter, IT Director
Prepared by: Nick Showalter, IT Director
Agendized by: Reagan M. Wilson, City Manager
Subject: Website, Server Migration, EOC, Holidays, Network Connectivity For December 2024, the Information Technology (IT) Department has the following to report:

Website
The IT Department scheduled the final demonstration with an interested vendor that provides Hosted Website Services for municipalities. City department staff attended the demonstration and were once again requested to provide feedback regarding the proposals and demonstrations from interested vendors. IT Staff are currently reviewing proposals, demonstrations, and feedback to make a final selection.

Server Migrations
IT Staff completed final server migrations from the nearing end-of-life server infrastructure to the new server infrastructure. In total, nearly 100 virtual servers were migrated to the new server infrastructure that has greater storage and computing resources for ongoing growth and needs.

Emergency Operations Center (EOC) Upgrades
IT Staff submitted a draft RFP for EOC audio-visual upgrades to the Purchasing division and received feedback from both the Purchasing and Engineering divisions. IT Staff are assessing and reviewing the feedback.

Holiday Website Services – Santa Truck, Holiday Lights Tour, Parade IT and GIS Staff worked with the Fire Department on bringing the Santa Truck routes into the City’s Geographic Information System (GIS). The Santa Truck routes were posted on the website as an embedded interactive GIS map. IT Staff also worked with the Recreation Division for the Holiday Lights Tour and made an interactive GIS map that highlighted homes, blocks, and organizations that participated in the tour. IT Staff also assisted the Communications and Recreation Division with posting information about the Christmas Parade to the City website.

Remote Site Connectivity
IT Staff are awaiting an updated agreement from a local service provider to review their service offerings to ensure they meet the network connectivity needs at City facilities.

Completed IT Requests*
IT completed 98 requests for service during the month of December. *Resolved requests shown are estimated and do not include ad hoc phone and verbal requests or certain long-term projects.

Admin
17 Development
Services
13 Finance
7 Fire
4 HR
10 IT
5 Municipal Services
25 Police
17 Completed Requests By Department December 2024

MUNICIPALSERVICES

MONTHLYREPORT
~JANUARY14,2025~
11 Water Leaks
24 Meter Repair/Replace/Installs
20 Catch Basins Cleaned
6 Sewer Plugs
3 Sewer Main Repairs
16,170 Feet Total Sewer Footage Cleaned

UTILITIES
SRWA

Page 1 ends

130.39

Page 2 ends

0 1 2 3 4 5 6 7
Parcel Maps (review)
Parcel Maps (approved)
Subdivision Maps (review)
Subdivision Maps (approved)
Lot Line Adjustments
Grading Permits Issued
Encroachment Permits Issued
Road Dedications & PUEs

ENGINEERING

DEVELOPMENT

PROJECTS
Improvement Plans
In Review: 24
24 Approved, but
pending other City
requirements:

ACTIVE SUBMITTALS

WATERQUALITYCONTROL
The Environmental Compliance group has
installed a new Industrial Monitoring Station
under a service contract with Hach Inc. (City
Contract No. 2024-089). Industrial Users—
those discharging over 25,000 gallons of
sewage per day or significantly impacting the
Wastewater Treatment Facility—require
Waste Discharge Permits per federal, state,
and local regulations.

These stations monitor sewer discharge
volume, electrical conductivity (salt), and pH
levels to ensure compliance. They also collect
flow-proportional samples for analysis, aiding
the City’s federally approved Pretreatment
Program, which protects sewer systems and
the environment by ensuring pollutants are
removed before discharge. The stations
support accurate sewer billing based on
actual discharge flows and loads.

ASES ELOP PLAY

RECREATION
0 100 200 300 400 500 600
Week 1
Week 2
Week 3
0 50 100 150 200
Week 1
Week 2
Week 3

AFTER SCHOOL PROGRAM

PARTICIPANTS

SCAN HERE FOR MORE

INFORMATION ON
RECREATION PROGRAMS!
515
853
186
ACTIVE PROGRAMS:

Self-Defense (Winter) - 97 Participants
Lego Engineers - 16 Participants
OPEN REGISTRATION:

TBall Baseball
Pee Wee Baseball
Tiny Tot Fantasy Baseball Camp
Self-Defense (Spring)
Dance
SPECIAL EVENTS:

December 6th: Turlock Downtown Christmas Parade: 87 entries lit up Downtown Turlock's historic Main Street!
December 12th: Sacred Heart hosted its annual Our Lady of Guadalupe celebration, including a parade around Sacred Heart Church.

December 14th, 15th, 21st & 22nd: The Market held its annual Holiday Market on Main Street between First and Market. The event featured over 100 vendors and offered a variety of family activities for the festive season.

Page 3 ends

December 9th through 13th: Holiday Lights Tour. Homes were decorated and competed in a community Christmas competition. Five judges toured the homes and awarded prizes for "Best Light Display" and "Best Décor." Transit provided a free Holiday Lights Tour shuttle for the community to view the registered homes.

MAINTENANCE

POTHOLES FILLED IN DECEMBER
Completed irrigation inspections on all timers.
and performed many irrigation repairs.

Replaced 11 swings in playgrounds.

Performed rodent control at Pedretti Park.

Added new safety surface material at Denair
Park.

Installed a temporary fence at the armory facility.

LEAF PICK-UP PROGRAM, IN TONS
No Week 4 because City Hall was closed from Dec. 21 - Jan. 2.

CONGRATULATIONS TO THE FOLLOWING EMPLOYEES
WHO WERE HIRED OR RECEIVED PROMOTIONS THIS MONTH:

DIEGO AMEZCUA, UTILITY MAINTENANCE WORKER I

DESIREE MORRIS, STAFF SERVICES ASSISTANT

ROADSPROGRAM

TRANSIT

Page 4 ends

Turlock Transit provided 33,762 fixed route
trips during the month of December, during a
regional fare-free promotion, including 276
trips on-board the Christmas Parade Carpool
Driver Shuttle.

Turlock Transit provided a free, Holiday Lights
Shuttle during the week of December 9th,
allowing 337 people to see holiday lights
displays throughout Turlock, including
Christmas Tree Lane.

Transit staff collected more than 100 toys for
distribution to local youth in need at the 3rd
Annual Stuff the Bus Toy Drive event on
12/13/24. This event was hosted by the City in
partnership with Turlock Together and the
Salvation Army.

Construction activities continue on the
four (4) contracts to rehabilitate a total
of twenty-two (22) streets.

Bottom mat of asphalt was placed on
Wolfe Avenue and N. Center Street (E.

Olive Ave. to Monroe Ave.). Paving
operations were completed with
placement of the top mat of asphalt on
Murphy Drive, Kenneth Drive, El Capitan
Drive (from Murphy Dr. to Novo Dr.),
Lincoln Avenue, N. Thor Street (Monroe
Ave. to E. Canal Dr.), and Monroe
Avenue.

La Linda Ct. El Capitan Dr.

N. Center St. Wolfe Ave.
gency
911
AKEN
RESTS
STOPS
SSUED
0 1000
2000
3000
4000
5000

MONTHLY CITY MANAGER'S REPORT
21 CATS SEIZED
4,807
38 DOGS SEIZED

FIELD &

SUPPORT OPERATIONS
2,274

ADMINISTRATION

REPORTS
TAKEN

ARRESTS TRAFFIC
STOPS

CITATIONS
ISSUED
50 ANIMALS ADOPTED/RETURNED

TO OWNER/TRANSPORTED TO
RESCUE.
650
December 2024
204 167
NONEMERGENCY
CALLS
Patrol &
Communications
Animal Services
911 CALLS
562
Throughout the month of December, staff worked hard to bring extra holiday cheer to 36 local families, including 116 children, for Operation Blue Santa! This was made possible by the incredible support from our community. We had 31 amazing sponsors, including Turlock SWAT who sponsored 6 families themselves! On December 9th, Officer Kevin Sakasegawa was sworn in as our newest lateral police officer. Kevin brings years of experience from the Ceres Police Department.

On December 18th, Officer Ivan Ruiz was sworn in as our newest police officer! Officer Ruiz began his journey with us as a Police Officer Trainee, where he was fully sponsored through the San Joaquin Delta College POST Academy by our department. Now, he’s moving on to the next step in his training program, working alongside Field Training Officers (FTOs) as they respond to calls throughout the city.

UPCOMING:
2025 Community Academy

NEW CASES

LOSED CASES

ACTIVE CASES
supp
digital
arrestd
0 20
40 60
80 100
126
103
CLETS

ENTRIES

MONTHLY CITY MANAGER'S REPORT

WARRANTS
346
102

REPORTS

PROCESSED

REPORTS

RELEASED

BACKGROUND

LOCAL CHECKS
MISC.

PERMITS

SPECIAL
855
45 22 19

NEW CASES CLOSED
CASES

SUPPLEMENTAL REPORTS
TOTAL
ACTIVE
CASES
85 11

OPERATIONS
Records
Professional Standards
Detectives Social Media
11 DIGITAL

FORENSIC

EXAM REPORT

54.7k
376

9.1k
35k
94 9k
REACH
NEW

LIKES / FOLLOWS

PROFILE
VISITS
IN
S
T
A
G
RA
M
F
A
C
E
B
O
O
K
8 ARRESTS
SCHOOLS 7

PROCESSED
December 2024
More December memories!
CITY MANAGER’S MONTHLY UPDATE
As we close out the month of December and reflect on the achievements. I would like to highlight some significant events that showcase the dedication and excellence of the Turlock Fire Department.

One of the most memorable moments of the month was our annual Awards Ceremony. This cherished tradition allows us to recognize and celebrate the outstanding contributions and achievements of our personnel who continually go above and beyond in service to our community. Engineer Andru Diniz was awarded Turlock Fire’s 2024 "Firefighter of the Year." Engineer Diniz exemplifies the highest standards of professionalism, dedication, and leadership, and this recognition is a testament to his unwavering commitment to our mission. We also had the privilege of honoring several other members of our team:

Captain Justin Rossiter and Captain Jeffrey Hernandez were recognized for their exceptional "Customer Service," a reflection of their efforts to enhance our connection and responsiveness to the community. Captain Cody Gold, Captain Eddie Martinez, Firefighter Weston Smith, and Firefighter Conner Blair received the "Chief’s Commendation" for their extraordinary contributions and performance that have significantly impacted the department and the city. These awards not only highlight individual accomplishments but also underscore the collective strength and dedication of our team. It is through the hard work and commitment of every member of the Turlock Fire Department that we continue to provide exemplary service to our residents.

Another beloved December tradition is the Turlock Santa Truck, which drives around the city in the nights leading up to Christmas, bringing holiday cheer to our community. This tradition, started in the mid-1980s, continues to be a highlight of the season. I want to extend my heartfelt thanks to Turlock Firefighter Local 2434 for volunteering their time to help with this cherished event. Their dedication to keeping this tradition alive is a testament to their commitment to our community and the spirit of the season.

As we look forward to 2025, I am confident that the Turlock Fire Department will continue to uphold our values of service, integrity, and excellence. Thank you for your ongoing support and partnership in ensuring the safety and well-being of our community.

Wishing you all a happy and safe New Year.

Andrew Hunter

TURLOCK FIRE DEPARTMENT
December 2024
CHIEF’S

MESSAGE

O P E R A T I O N S

D I V I S I O N -

D E C E M B E R T O T A L S

C A L L S B Y

D I S T R I C T
Total MVA:
25 Total EMS:
537
Total Fire (NFIRS
Series 100):
25 2 0 2 4

S T A T S

F I R E

P R E V E N T I O N

D I V I S I O N
Type of Inspection Total
Occupancy 85
Re-inspections 171
Solar 71
Final Fire Alarm 24
Final Fire Sprinkler 16
Green Sheet Plan Reviews 161
Food Vendors 46
STD850 Daycare 13
School Inspections 21
Hydrant Flows 37
Building Finals 83
All other inspections 234

E N D O F

Y E A R

S T A T S

ECONOMIC

DEVELOPMENT
& COMMUNICATIONS
MonthlyReport-December 2024
The City of Turlock
announced
Chick-Fil-A is
coming to Turlock
in 2025!
PicturedBelow:
-Divert, Inc. Grand Opening Celebration on December 4, 2024. -City of Turlock Mayor Amy Bublak presents Divert, Inc., CEO and Co-Founder Ryan Begin a Certificate of Appreciation.

PAGE1
Business Retention and Expansion (BRE)
Business Retention and Expansion (BRE) is a critical component of economic development. The primary focus of BRE initiatives is to support existing businesses within the City.

Existing businesses contribute significantly to job creation and economic stability. By helping them grow, communities can sustain economic health and reduce the risk of business closures.

During the months of December 2024, City of Turlock Economic Development Department staff met with 13 local businesses.
*AnnualBusinessRetention andExpansion (BRE) Visits: 111 meetings and counting! (reporting period is 7/1/2024 - June 30/2025)
MonthlyReport-December 2024
PAGE2
Business Retention and Expansion (BRE)
New Business Spotlight:

New Jamba Juice (with adrive-thru)
2300 W. Main Street, Turlock, CA 95380
MonthlyReport-December 2024
Workforce development within economic
development refers to a set of strategies and activities designed to enhance the skills, knowledge, and
capabilities of the local labor force to meet current and future economic and industry needs.

It is an important element of economic development
because a well-trained and adaptable workforce is vital for attracting and retaining businesses, fostering
innovation, and driving economic growth.

The City recently partnered with Fresno State - Parent University to offer no-cost virtual courses to all Turlock residents (of all ages). Upon completion of each 4 week course, participants will receive a certificate from Fresno State University. There were 103 registrations for the first session that started in October 2024.

To register for future courses visit:
https://cge.fresnostate.edu/oced/parent-university.html PAGE3
Workforce Development -
Talent Development
MonthlyReport-December 2024
Free Fresno State - Parent University
Virtual Courses for All Turlock Residents!
Attraction strategies within economic development are designed to draw new businesses, industries, and investments to a region. These strategies typically involve a combination of marketing, incentives, infrastructure development, and partnership-building to create a compelling case for businesses to relocate or expand.

In November 2024, the City of Turlock Economic Development and Development Services staff announced the breaking news that Chick Fil A is coming to Turlock! PAGE4
Attraction
MonthlyReport-December 2024
Would you like to see a Trader Joe’s in Turlock?
The City of Turlock Economic Development team has started a campaign to request a Trader Joe’s in Turlock! The City is asking for community members to visit the Trader’s website and submit a request for a Trader Joe’s in our city.

PLEASE visit the link below to request a Trader Joe’s in Turlock! https://www.traderjoes.com/home/contact-us/request-a-store Supporting start-ups and entrepreneurs is a strategic investment within economic development.

Innovation can drive new ideas, technologies, and create the “Spark” of a new business to open up, resulting in job creation, and adding more value to the local economy. One of the ways that the City of Turlock supports start-ups and entrepreneurs is by providing no-cost business workshops and implement business development programs. Business workshops take place within the City of Turlock monthly, and have different topics and strategies presented by different guest speakers.

PAGE5
Business Workshops
MonthlyReport-December 2024
In collaboration with Pressert Marketing, the City of Turlock’s newly launched Small Business Development and Assistance Program provides strategic consulting and business development strategies to elevate Turlock small businesses. The businesses eligible to participate must be Turlock businesses that have a business license with the City of Turlock, operate out of a commercial location in Turlock, have no more than 50 employees, and not be part of a franchise or corporate chain.

The business development program is limited to 100 businesses and will provide up to $3,500 (while funds last) for online business ads through Google Search Ads and Meta (Facebook/Instagram) Ads.

For more information on City of Turlock business workshops & business development programs please reach out to:

Anthony Sims - Economic Development Director
[email protected]
City of Turlock Small Business Development & Assistance Program Enroll Here:

PAGE6
Business Workshops
MonthlyReport-December 2024
2025 Small Business Funding Expo
Date/Time: 1/29/2025 from 12 p.m. - 1:30 p.m.

Location: Carnegie Arts Center, 250 N. Broadway, Turlock, CA 95380 Register for this FREE IN-PERSON EVENT here:
http://shorturl.at/ONeI9
PAGE7
MonthlyReport-December 2024
Community Events
City of Turlock Communications Plan
The City of Turlock is in the beginning stages of putting together a City of Turlock Communications Plan.

Members of the public are encouraged to share constructive feedback and identify the ways to improve City communication.

Please take the short six (6) question survey below!
Stay tuned for exciting updates as our new Communications Plan takes shape in the months ahead.

Download the
City of Turlock Mobile App
PAGE8
MonthlyReport-December 2024 Community Events
45th Annual Christmas Parade
Below:

At the last City Council meeting of 2024, outgoing Councilmember/Vice Mayor Pam Franco was recognized for her passion and dedication serving on City Council. Councilmember Franco’s four years of service brought transformative progress, including significant growth in city reserves and impactful advancements in Turlock’s road improvement program.

The City also welcomed newly elected councilmembers and Treasurer.

Above:

We are proud to recognize Police Chief Jason Hedden for earning the prestigious California POST Executive Certificate!
The California POST Executive Certificate is the highest professional certification for law enforcement executives in our state.

Mayor Amy Bublak surprised Chief Hedden with this honor during the last 2024 City Council meeting.

PAGE9
MonthlyReport-December2024

DEVELOPMENT SERVICES DEPARTMENT
December 2024 - Monthly Report

BUILDING

HOUSING

PLANNING
The Development
Services Department
continues to strive to
provide excellent
customer service while
ensuring the health,
safety, enhancement,
and prosperity of our
community.
2 BUILDING
December 2024 - Update
Building Stats
• Projects in active review - 17
• Projects waiting for customer response - 67
• Inspections for Oct – 295
21 52
17 Permits Applied

MINOR REVIEW PROJECTS OVER THE COUNTER PROJECTS

PLAN CHECK PROJECTS
0 50 100 150
Permits Issued
Permits Complete
Permits Issued &
Completed
3 HOUSING DIVISION UPDATE
_____________________________________
Housing has moved their confidential records to a locked office to comply with Personally Identifiable Information (PII) regulations.

Staff provided technical assistance to Public Service grantees to assist with reporting requirements.

Staff is working on completing 1 owner-occupied rehab and are in initial stages of beginning another.

Staff met with Turlock PD to map out the hot spot areas for the Unsheltered Homeless Point in Time (PIT) Count focus. The PIT is scheduled to occur Thursday, January 30, 2025.

HOUSING DIVISION FINANCIAL REPORT
Planning Projects
_____________________________________
• Jim Reape and Constance Anderson were re-appointed to the Planning Commission for a 4-year term. Bryan Saint and Bryan Tribble were appointed as alternate Planning Commissioners. Mr. Saint and Mr. Tribble will serve a 2-year term as alternates. The commissioners will be sworn in at the January 16th Planning Commission Special Meeting.
• Planning staff issued the land use entitlement for Chik-Fil-A on December 20th. The next steps are for Chik-Fil-A to apply for their building permit with the Building Division and submit their Civil Improvement Plans to the Engineering Division. • Recruitment for the Planning Manager position closed on December 25th.

Interviews are scheduled for January 21st.
• New Applications:

1. A Minor Administrative Approval (MAA) application was received requesting to increase the height of a CMU wall at 1148 N. Golden State to 9’.

The TMC limits the height of walls to 7’; however, Planning staff can approve a 10% increase through a minor exception. The Planning permit was issued December 20, 2024.

2. A Conditional Use Permit (CUP) application for a storage building located at 506 Dianne Drive. The storage building is intented for personal use for the property owner and not intended for commercial or industrial use. The project is scheduled for the February 6th Planning Commission meeting.

3. A Variance application requesting to remove the TMC requirement to underground overhead utilities at 1620 N. Tully Road and 2099 Fulkerth Road (intersection of Fulkerth and N. Tully) is scheduled for the February 6th Planning Commission meeting. A Minor Discretionary Permit (MDP 2024-01) was approved in May 2024 approving the development of amenities for Oak Park Apartments.

4. A CUP application for a kid play zone at 749 N. Golden State Boulevard is scheduled for the February 6th Planning Commission meeting

5. A CUP application for a food truck park located at 2400 Fulkerth Road is scheduled for the March 6th Planning Commission meeting.

6. With the holidays the requests for predevelopment meetings slowed down.

The Planning Division hosted 3 predevelopment meetings in December.

BUSINESS ADDRESS BUSINESS TYPE BUSINESS NAME
111 W MAIN ST ZONING CERTIFICATE/OCCUPANCY INSPECTION VANITY 1110 DELBON AVE ZONING CERTIFICATE/OCCUPANCY INSPECTION GOLDEN STATE CARE P.C. 113 W MAIN ST ZONING CERTIFICATE/OCCUPANCY INSPECTION

MEADOW & ROSE CHILDRENS
BOUTIQ
1330 W MAIN ST ZONING CERTIFICATE/OCCUPANCY INSPECTION GROCERY OUTLET

HOME OCCUPATION PERMIT STEPHANIE BELLY DANCE LLC
1720 CARNEGIE ST ZONING CERTIFICATE/OCCUPANCY INSPECTION SERVICE MASTER RESTORATION

HOME OCCUPATION PERMIT REFURBISHED TREASURES
203 S GOLDEN STATE BLVD B ZONING CERTIFICATE/OCCUPANCY INSPECTION KARALINS BRIDAL COUTURE 229 W CANAL DR ZONING CERTIFICATE/OCCUPANCY INSPECTION RUYI MASSAGE HOME OCCUPATION PERMIT BERNADET P. SOPAR

HOME OCCUPATION PERMIT MELANIE JOY
3101 GEER RD ZONING CERTIFICATE/OCCUPANCY INSPECTION GROCERY OUTLET

HOME OCCUPATION PERMIT RICH'S CUSTOM FABS
861 W HAWKEYE AVE ZONING CERTIFICATE/OCCUPANCY INSPECTION LIEN VAN'S KV NAILSALON

DEVELOPMENT

SERVICES DEPARTMENT
Economic Development Department
Current Project List
Updated: 1/8/2025
1 | P a g e
Name of Project Assigned To Project Start
Date
Anticipated
Completion Date
Current Status of Project
PBID Contract – COT and
TDPOA
Economic
Development
11/2022 10/2023 Completed end of 2023
Sports Complex Economic
Development
2022 On-going Project team researching land acquisition funding options for a potential site.

Economic Development
Strategic Plan Update
Economic
Development
12/2023 July 2025 Kosmont Companies awarded RFP in August 2024.

Update on project to be provided at 1/28/2025 City
Council Meeting.

Business Visitation Program
(Goal of 100+ Business
meetings annually)
Economic
Development
7/1/2024 6/30/2025 111 Meetings as of 1/8/2025
Business Workshops (Goal of
12 – 15 workshops annually)
Economic
Development
7/1/2024 6/30/2025 3 completed
City of Turlock Small Business
Development and Assistance
Program
Economic
Development
7/1/2024 1/1/2025 Pressert Marketing selected as consultant to operate program. First month of program launched in August
2024. Consultant has hosted 9 business workshops,
had 53 total attendees, and has provided 100 one-one
meetings. 54 Grant Applications have been submitted
as of 1/8/2025.54 businesses have been sent the first
check in the amount of $1,750 each.

Annual City of Turlock Job Fair Economic
Development
Annual
Event
November 13,
2024
Completed.

Economic Development
Attraction Efforts
Economic
Development
July 2022 On-going On-going
Fresno State – Parent University Economic
Development
10/8/2024 7/1/2025 103 Turlock residents have enrolled in October educational sessions. 33 have completed the session
and will receive Certificates of Completion. February
session is now open for enrollment.

Communications Department
Project List
Updated: 1/8/2025
1 | P a g e
Name of Project Assigned To Project
Start Date
Anticipated
Completion Date
Current Status of Project
City of Turlock Mobile
App
A.Sims,
J.Spangler,
N.Showalter,
W.York
January
2024
Completed May
2024
Completed as of May 2024
“MyTurlock” is free to download in the
app store.

City of Turlock Website Communications
Department and
I.T. Department
2024 2024/2025 RFP to go out in 2025
Social Media Liaisons
Monthly Meetings
J. Spangler November
2023
On-going On-going
Communications Plan A.Sims and
J.Spangler
March
2024
February 2025 Slate Communications awarded RFP
in July 2024. Project started Sept.
2024. Two community workshops
have occurred. Council will be
provided an update at the 1/28/2025
City Council meeting.

Social Media –
Platforms and Goals
A.Sims and
J.Spangler
July 2022 On-going On-going
Social Media -
Instagram
J. Spangler July 2022 On-going On-going
Social Media -
Facebook
J. Spangler July 2022 On-going On-going
Social Media - LinkedIn J. Spangler July 2022 On-going On-going Other Communications
Initiatives (Community
Surveys,
Councilmembers in
their District, A Day in
the Life Series, etc.)
A.Sims and
J.Spangler
Q1 2024 On-going On-going

Turlock City CouncilJanuary 14, 2025

Turlock City Council
January 14, 2025