(b) The above public benefit amounts include a one- quarter percent (.25%) dollar amount dedicated to supporting the City of T urlock juvenile drug and alcohol treatment and rehabilitation programs.
(c) Developer shall file an applicable statement th at complies with the California State Board of Equalization, California Department of Tax and Fee Administration, or either’s successor agency (the “State Taxing Authority”) for sales tax purposes showing the true and correct amount of Gro ss Receipts from Operations of the Cannabis Business Project during the applicable time period. Developer shall provide a copy of such statement to City upon request by City.
Section 4.3. Reporting . Developer shall provide City with copies of any reports provided to a State Licensing Authority within forty-five (45) days of that submission.
Any failure or refusal of Developer to provide any statement or report to City, the State Taxing Authority, or any other State Licensing Auth ority, as required within the time required, or to pay such sums due hereunder when th e same are due and payable in accordance with the provisions of this Agreement, m ay constitute full and sufficient grounds for the revocation or suspension of the Conditional Use Permit.
Section 4.4. Records . Developer shall keep records of all Commercial C annabis Activity in accordance with Chapter 16 (commencing with Section 26160) of Division 10 of the Business and Professions Code and the applic able State Cannabis Regulations.
All records required by this Section shall be maint ained and made available for City’s examination and duplication (physical or electronic) at the Site or at an alternate facility as approved in writing by the City Manager, or his or her designee.
Section 4.5. Penalty . Developer acknowledges that to ensure proper compliance with the terms of this Agreement and any applicable laws , City must engage in costly compliance review, inspections, and, if necessary, enforcement actions to protect the health, safety, and welfare of its residents. Penalty and interest provisions are necessary to assist City in compliance review and enforcement actions. If Developer fails to make any payment when due, as required by this Agreement , including the Public Benefit Amount, City may impose a “Non-Performance Penalty. ” A Non-Performance Penalty of ten percent (10%) shall be applied to all past due payments. City shall deliver to Developer a “Notice of Non-Performance Penalty,” at tached hereto as Exhibit D .
Payment of the Non-Performance Penalty shall be in a single installment due on or before a date fifteen (15) days following delivery of the Notice of Non-Performance Penalty.
Section 4.6. Interest on Unpaid Non-Performance Pen alty . If Developer fails to pay the Non-Performance Penalty after City has delivere d the Notice of Non-Performance Penalty, then, in addition to the principal amount of the Non-performance Penalty, Developer shall pay City interest at the rate of ei ghteen percent (18%) per annum, computed on the principal amount of the Non-Perform ance Penalty, from a date fifteen (15) days following delivery of the Notice of Non-performance Penalty.
Section 4.7. Protections from Duplicative Payments . Notwithstanding Section 4.2, Developer shall be exempt from paying the Public Be nefit Amount if the City imposes a tax specific to commercial cannabis businesses and instead shall pay such specific tax.
Notwithstanding the foregoing, Developer and the Ca nnabis Business Project shall be subject to any and all taxes, assessments, or simil ar charges or fees of general applicability enacted by the federal government, state government, County of Stanislaus, including any tax applicable to an area greater than the City limits to which City may be a party (i.e., county tax sharing agreement with City).
ARTICLE 5
PUBLIC FACILITIES, SERVICES, AND UTILITIES
City shall use the Public Benefit Amount in any way the City Council deems appropriate to offset the impact of the Project or to benefit the City.
ARTICLE 6
INSURANCE AND INDEMNITY
Section 6.1. Insurance . Developer shall require all persons doing constr uction or related work on the Cannabis Business Project and, including its contractors and subcontractors (collectively, “Developer” for purposes of this Article 6 only), to obtain and maintain insurance of the types and in the amounts described in this Article with carriers reasonably satisfactory to City.
(a) General Liability Insurance. Developer shall maintain commercial general liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) (or as otherwise approved, in writing, by City) per claim and Two Million Dollars ($2,000,000) each occurrence. Such insurance shall also:
(i) Name City, its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives as “Additional Insureds” by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed additional insured.
(ii) Be primary with respect to any insurance or se lf-insurance programs covering City, its officials, employees, agents, and representatives. (iii) Contain standard separation of insured provis ions. (b) Automotive Liability Insurance. Developer shall maintain business automobile liability insurance or equivalent form w ith a limit of not less than One Million Dollars ($1,000,000) for each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles. Such insurance shall also:
(i) City, its elected and appointed councils, board s, commissions, officers, agents, employees, and representatives as Additional Insureds by endorsement
with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed Additional Insureds. (ii) Be primary with respect to any insurance or se lf-insurance programs covering City, its officials, employees, agents, and representatives. (iii) Contain standard separation of insured provis ions. (c) Workers’ Compensation Insurance. Developer sha ll take out and maintain during the Term of this Agreement, workers ’ compensation insurance for all of Developer’s employees employed at or on the Cannabi s Business Project and, should any of the work be subcontracted, Developer shall r equire any general contractor or subcontractor similarly to provide workers’ compensation insurance for such contractor’s or subcontractor’s employees, unless such employees are covered by the protection afforded by Developer. In case any class of employee engaged in work on the Cannabis Business Project and is not protected under any wor kers’ compensation law, Developer shall provide and shall cause each contractor and s ubcontractor to provide adequate insurance for the protection of employees not other wise protected. Developer hereby indemnifies City for any damage resulting from fail ure of Developer, its agents, employees, contractors or subcontractors to take ou t or maintain such insurance.
Workers’ compensation insurance with statutory limi ts and employer’s liability insurance with limits of not less than One Million Dollars ($ 1,000,000) for each accident shall be maintained by Developer.
Section 6.2. Other Insurance Requirements . Developer shall do all of the following:
(a) Prior to taking any actions under this Agreemen t, furnish City with properly executed certificates of insurance that clearly evi dence all insurance required in this Article, including evidence that such insurance wil l not be canceled, allowed to expire or materially reduced in coverage without thirty (30) days prior written notice to City. (b) Provide to City, upon request, and within seven (7) days of said request, certified copies of endorsements and policies and p roperly executed certificates of insurance evidencing the insurance required herein.
(c) Replace or require the replacement of certifica tes, policies, and endorsements for any insurance required herein expi ring prior to the termination of this Agreement.
(d) Maintain all insurance required herein from the Effective Date of this Agreement to the earlier of the expiration of the Term or the mutual written termination of this Agreement.
(e) Place all insurance required herein with insure rs licensed to do business in California with a current Best’s Key Rating Guide reasonably acceptable to City.
Section 6.3. Indemnity . To the fullest extent permitted by law, Developer shall defend, indemnify, and hold harmless City, and its agents, elected and appointed officials,
officers, employees, consultants, and volunteers (c ollectively, “City’s Agents”) from any and all liability arising out of a claim, action, or proceeding against City, or City’s Agents, to attack, set aside, void, or annul an approval concerning the Cannabis Business Project and this Agreement, any applicable Conditional Use Permit or Subsequent City Approvals. Developer shall execute the indemnificat ion agreement (“Indemnification Agreement”) attached hereto as Exhibit E.
Section 6.4. Failure to Indemnify; Waiver . Failure by Developer to indemnify City, when required by this Agreement and the Indemnifica tion Agreement, shall constitute a material breach of this Agreement and of any applic able Conditional Use Permit and Subsequent City Approvals, which shall entitle City to all remedies available under law, including, but not limited to, specific performance and damages. Failure to indemnify shall constitute grounds upon which City may rescind its approval of any applicable Conditional Use Permit. Developer’s failure to indemnify City s hall be a waiver by Developer of any right to proceed with the Cannabis Business Project or any portion thereof, and a waiver of Developer’s right to file a claim, action, or pr oceeding against City, or City’s Agents, based on City’s rescission or revocation of any Conditional Use Permit, Subsequent City Approvals, or City’s failure to defend any claim, a ction, or proceeding based on Developer’s failure to indemnify City.
Section 6.5. Waiver of Damages . Notwithstanding anything in this Agreement to th e contrary, the Parties acknowledge that City would n ot have entered into this Agreement had it been exposed to liability for damages from D eveloper and, therefore, Developer hereby waives all claims for damages against City f or breach of this Agreement.
Developer further acknowledges that under the Devel opment Agreement Statute, land use approvals (including development agreements) must be approved by the City Council and that, under law, the City Council's discretion to vote in any particular way may not be constrained by contract. Developer therefore waives all claims for damages against City in the event that this Agreement or any Project app roval is: (1) not approved by the City Council; or (2) is approved by the City Council but with new changes, amendments, conditions, or deletions to which Developer is opposed. Developer further acknowledges that, as an instrument which must be approved by ordinance, a development agreement is subject to referendum; and that, under law, the City Council's discretion to avoid a referendum by rescinding its approval of the underlying ordinance may not be constrained by contract, and Developer waives all claims for damages against City in this regard.
ARTICLE 7
MORTGAGEE PROTECTION
This Agreement, once executed and recorded, shall be superior and senior to any lien placed upon the Site or any portion thereof fo llowing recording of this Agreement, including the lien of any deed of trust or mortgage (“Mortgage”). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. This Agreement shall immediately be deemed in default and immediately terminate upon the foreclosure or transfer of any interest in the Site or Project, whether by operation of law or any other method of interest change or
transfer, unless the City Manager has authorized su ch change or transfer in advance, in writing. City agrees to not unreasonably withhold its authorization.
ARTICLE 8
DEFAULT
Section 8.1. General Provisions .
(a) Subject only to any extensions of time by mutua l consent in writing, or as otherwise provided herein, the failure or delay by any Party to perform in accordance with the terms and provisions of this Agreement shall co nstitute a default. Any Party alleging a default or breach of this Agreement (“Charging Pa rty”) shall give the other Party (“Charged Party”) not less than ten (10) days written notice, which shall specify the nature of the alleged default and the manner in which the default may be cured. During any such ten (10) calendar day period, the Charged Party sha ll not be considered in default for purposes of termination of this Agreement or instit ution of legal proceedings for the breach of this Agreement.
(b) After expiration of the ten (10) calendar day p eriod, if such default has not been cured or is not in the process of being diligently cured in the manner set forth in the notice or if the breach cannot reasonably be cured within ten (10) days, the Charging Party may, at its option, institute legal proceedings pursuant to this Agreement, and give notice of its intent to terminate this Agreement pu rsuant to Government Code section 65868. In the event City is the Charging Party, City may, in its sole discretion, give notice, as required by law, to the Charged Party of its int ent to revoke or rescind any operable Conditional Use Permit related to or concerning the Cannabis Business Project. (c) Prior to the Charging Party giving notice to th e Charged Party of its intent to terminate, or prior to instituting legal proceed ings, the matter shall be scheduled for consideration and review by City in the manner set forth in Government Code sections 65865, 65867 and 65868 within thirty (30) days from the expiration of the ten (10) day notice period.
(d) Following consideration of the evidence present ed and said review before City, and after providing the Charged Party an addi tional five (5) calendar day period to cure, the Charging Party may institute legal procee dings against the Charged Party or may give written notice of termination of this Agreement to the Charged Party. (e) Evidence of default may arise in the course of a regularly scheduled periodic review of this Agreement pursuant to Government Cod e section 65865.1, as set forth in Section 8.2. If any Party determines that another P arty is in default following the completion of the normally scheduled periodic review, without reference to the procedures specified in Section 8.1(c), said Party may give wr itten notice of termination of this Agreement, specifying in the notice the alleged nature of the default and potential actions to cure said default where appropriate. If the alleged default is not cured in ten (10) days or within such longer period specified in the notice or the defaulting Party is not diligently pursuing a cure, or if the breach cannot reasonably be cured within the period or the
defaulting Party waives its right to cure such alle ged default, this Agreement may be terminated by the non-defaulting Party by giving wr itten notice. An extension of the ten (10) day cure period may be given by mutual consent of the Parties. (f) In the event Developer is in default under the terms and conditions of this Agreement, no permit application shall be accepted by City, nor will any permit be issued to Developer until the default is cured or the Agreement is terminated.
Section 8.2. Annual Review . City shall, at least every twelve (12) months durin g the Term of this Agreement, review the extent of good f aith, substantial compliance of Developer and City with the terms of this Agreement . Such periodic review by City shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code section 65865.1. City shall deposit in the mail or fax to Developer a copy of all staff reports and, to the extent practi cal, related exhibits concerning this Agreement or the Cannabis Business Project’s performance, at least seven (7) days prior to such periodic review. Developer shall be entitle d to appeal a determination of City or the City Manager to the City Council. Any appeal must be filed within ten (10) days of the decision of City or the City Manager, respectively. Developer shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Agreement before City, the City Manager, or the City Council, as applicable. The reasonable cost for City's annual review of this Agreement shall be pai d by Developer, not to exceed the actual costs incurred by City in connection with the review.
Section 8.3. Estoppel Certificates .
(a) City shall, with at least twenty (20) days prio r written notice, execute, acknowledge, and deliver to Developer, Developer’s lender, potential investors, or assignees, an Estoppel Certificate in writing which certifies that this Agreement is in full force and effect, that there are no breaches or def aults under the Agreement, and that the Agreement has not been modified or terminated a nd is enforceable in accordance with its terms and conditions.
(b) At Developer’s option, City’s failure to delive r such Estoppel Certificate within the stated time period shall be conclusive e vidence that the Agreement is in full force and effect, that there are no uncured breache s or defaults in Developer’s performance of the Agreement or violation of any Ci ty ordinances, regulations, and policies regulating the use and development of the Site, the Cannabis Business Project, or the subject to this Agreement.
Section 8.4. Default by City . In the event City does not accept, review, appro ve, or issue any permits or approvals in a timely fashion, as defined by this Agreement, or if City otherwise defaults under the terms of this Agreemen t, City agrees that Developer shall not be obligated to proceed with or complete the Ca nnabis Business Project and shall constitute grounds for termination or cancellation of this Agreement by Developer.
Section 8.5. Cumulative Remedies of Parties . In addition to any other rights or remedies, City or Developer may institute legal or equitable proceedings to cure, correct,
or remedy any default, enforce any covenant, or enj oin any threatened or attempted violation of the provisions of this Agreement, so l ong as any such action conforms to Section 9.1(c) of this Agreement.
Section 8.6. Forced Delay, Extension of Times of Pe rformance . Delays in performance, by either Party, shall not be deemed a default if such delays or defaults are due to war, terrorism, insurrection, strikes, walko uts, riots, floods, earthquakes, fires, casualties, 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 reg ulations enacted by the state or federal government, litigation, or other force maje ure 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.
Section 8.7. Appeals . Developer may appeal any adverse decision or act ion of City pursuant to the T.M.C, as may be amended from time to time.
ARTICLE 9
TERMINATION
Section 9.1. Termination . This Agreement shall terminate upon the expirati on of the Term, unless it is terminated earlier pursuant to t he terms of this Agreement. Upon termination of this Agreement, City shall record a notice of such termination in substantial conformance with the “Notice of Termination” attach ed hereto as Exhibit F , and this Agreement shall be of no further force or effect ex cept as otherwise set forth in this Agreement.
Section 9.2. Effect of Termination on Developer’s O bligations . Termination of this Agreement shall eliminate any further obligation of Developer to comply with this Agreement, or some portion thereof, if such termination relates to only part of the Site or Project. Termination of this Agreement, in whole or in part, shall not, however, eliminate the rights of Developer to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
Section 9.3. Effect of Termination on City’s Obliga tions . Termination of this Agreement shall eliminate any further obligation of City to comply with this Agreement, or some portion thereof. Termination of this Agreement shall not, however, eliminate the rights of City to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
Section 9.4. Survival After Termination . The rights and obligations of the Parties set forth in this Section 9.4, Section 2.8, Section 6.3 , Section 10.3, Section 10.4, Section
10.5, Section 10.7, and Section 10.10, and any righ t or obligation of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
Section 9.5. Criminal Conviction; Termination; Transfer Rights. If Developer, or any owner, officer, director, manager, or person wi th a direct or indirect ownership or
controlling interest in Developer, is convicted of a felony or any crime substantially related to the ownership or operation of a cannabis busines s, the City may, in its sole and absolute discretion, terminate this Agreement upon written notice. A “conviction” includes a guilty or nolo contendere plea and is deemed fina l upon entry of judgment, regardless of appeal.
Following such notice, Developer shall have a one h undred and eighty (180) day period to complete a transfer of its interest in this Agre ement and the Project to a transferee approved in advance and in writing by the City. Approval is in the City’s sole and absolute discretion. Any proposed transferee shall undergo a background investigation and meet all applicable eligibility requirements, including approval by the Chief of Police or designee.
If an approved transfer is not completed within the one hundred and eighty (180) day period, this Agreement shall automatically terminate. Any unapproved transfer is void.
ARTICLE 10
OTHER GENERAL PROVISIONS
Section 10.1. Assignment and Assumption . Developer shall not have the right to sell, assign or transfer all or any part of its rights, t itle, and interests in all or a portion of the Site or Project, subject to or a part of this Agree ment, to any person, firm, corporation or entity during the Term of this Agreement without th e advance written consent of the City Manager. This assignment prohibition applies to the corporate and business entities of Developer that are a Party to this Agreement. Any a ssignment or transfer prohibited by this Agreement will be considered an immediate brea ch of this Agreement and City may elect to immediately terminate this Agreement. If t he City Manager approves an assignment or transfer of any interest detailed in this Section 10.1, City and Developer shall execute an “Assignment and Assumption Agreeme nt” in the form attached hereto as Exhibit G.
Section 10.2. Covenants Running with the Land . All of the provisions contained in this Agreement shall be binding upon the Parties an d their respective heirs, successors and assigns, representatives, lessees, and all othe r persons acquiring all or a portion of interest in the Site or Project, whether by operati on of law or in any manner whatsoever.
All of the provisions contained in this Agreement s hall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law, including California Civil Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the C annabis Business Project and, as appropriate, runs with the Site and is binding upon Developer.
Section 10.3. Notices . Any notice or communication required hereunder b etween City and Developer must be in writing and may be given e ither personally, by facsimile (with original forwarded by regular U.S. Mail), by regist ered or certified mail (return receipt requested), or by Federal Express, UPS, or other si milar couriers providing overnight
delivery. If personally delivered, a notice shall b e deemed to have been given when delivered to the Party to whom it is addressed. If given by facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving Par ty’s facsimile machine. Notices transmitted by facsimile after 5:00 p.m. on a norma l business day, or on a Saturday, Sunday, or holiday, shall be deemed to have been given and received on the next normal business day. If given by registered or certified m ail, such notice or communication shall be deemed to have been given and received on the fi rst 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 th e United States mail. If given by Federal Express or similar courier, a notice or com munication shall be deemed to have been given and received on the date delivered, as s hown on a receipt issued by the courier. Any Party hereto may at any time, by givin g ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such n otices or communications shall be given to the Parties at their addresses set forth below:
If to City: City of Turlock
156 S. Broadway
Turlock, CA 95380
Attention: City Manager
and Katie O. Lucchesi, City Attorney
156 S. Broadway
Turlock, CA 95380
If to Developer: Fire House Turlock, Inc.
1234 McHenry Ave. Suite C
Modesto, CA 95350
Attention: Anglibert Sarkis, Owner
Section 10.4. Governing Law and Binding Arbitration . The validity, interpretation, and performance of this Agreement shall be controlled by and construed pursuant to the laws of the state of California. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enfor cement, interpretation, or validity thereof, including the determination of the scope o r applicability of this Agreement to arbitrate, shall be determined by binding arbitration in Sacramento, California, before one arbitrator. The arbitration shall proceed pursuant to the Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Medi ation Services (“JAMS”). Judgment on the award may be entered in any court having jurisdiction thereof.
Section 10.5. Invalidity of Agreement/Severability . If this Agreement, in its entirety, is determined by an arbitrator or court of competen t jurisdiction to be invalid or
unenforceable, this Agreement shall automatically t erminate as of the date of final entry of judgment. If any term or provision of this Agree ment shall be determined by an arbitrator or court of competent jurisdiction to be invalid and unenforceable, or if any term or provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, any provisions tha t are not invalid or unenforceable shall continue in full force and effect and shall be cons trued to give effect to the intent of this Agreement. The Parties expressly agree that each Pa rty is strictly prohibited from failing to perform any and all obligations under this Agreement on the basis that this Agreement is invalid, unenforceable, or illegal. By entering into this Agreement, each Party disclaims any right to tender an affirmative defense in any a rbitration or court of competent jurisdiction, that performance under this Agreement is not required because the Agreement is invalid, unenforceable, or illegal.
Section 10.6. Cumulative Remedies . In addition to any other rights or remedies, Cit y and Developer may institute legal or equitable proc eedings to cure, correct, or remedy any default, to specifically enforce any covenant o r agreement herein, or to enjoin any threatened or attempted violation of the provisions of this Agreement. The prevailing Party in any such action shall be entitled to reasonable attorneys’ fees and costs.
Notwithstanding the foregoing or any other provisio n of this Agreement, in the event of City default under this Agreement, Developer agrees that it may not seek, and shall forever waive any right to, monetary damages against City, but excluding, therefrom, the right to recover any fees or charges paid by Develo per in excess of those permitted hereunder.
Section 10.7. Third Party Legal Challenge . In the event any legal action or special proceeding is commenced by any person or entity cha llenging this Agreement or any associated entitlement, permit, or approval granted by City to Developer for the Cannabis Business Project (collectively, “Project Litigation ”), the Parties agree to cooperate with each other as set forth herein. City may elect to t ender the defense of any lawsuit filed and related, in whole or in part, to Project Litiga tion with legal counsel selected by City.
Developer will indemnify, hold City harmless from, and defend City from all costs and expenses incurred in the defense of such lawsuit, including, but not limited to, damages, attorneys’ fees, and expenses of litigation awarded to the prevailing Party or Parties in such litigation. Developer shall pay all litigation fees to City within thirty (30) days of receiving a written request and accounting of such fees and expenses from City.
Notwithstanding the aforementioned, City may request, and Developer will provide to City within seven (7) days of any such request, a deposit to cover City’s reasonably anticipated Project Litigation fees and costs.
Section 10.8. 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 Site is and shall be conclusi vely 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 s uch person acquired an interest in the Site and all rights and interests of such person in the Site shall be subject to the terms, requirements, and provisions of this Agreement.
Section 10.9. Statute of Limitations and Laches . City and Developer agree that each Party will undergo a change in position in detrimental reliance upon this Agreement from the time of its execution and subsequently. The Parties agree that Section 65009(c)(1)(D) of the California Government Code, which provides f or a ninety (90) day statute of limitations to challenge the adoption of this Agree ment, is applicable to this Agreement.
In addition, any person who may challenge the validity of this Agreement is hereby put on notice that, should the legality or validity of thi s Agreement be challenged by any third party in litigation, which is filed and served more than ninety (90) days after the execution of this Agreement, City and Developer shall each assert the affirmative defense of laches with respect to such challenge, in addition to all other available defenses. This Section in no way limits the right of a Party, claiming that the other Party breached the terms of this Agreement, to bring a claim against the other Party within the four (4) year statute of limitations set forth in Section 337 of the California Civil Code.
Section 10.10. Joint and Several Liability . Developer shall be jointly and severally liable for any amount due under this Agreement, and any breach of this Agreement or failure to pay by one Party shall also constitute a breach of this Agreement by the other Party. Developer agrees that City may impose a lien and seek foreclosure on any parcel of the Site due to any default by Developer.
Section 10.11. Change in State Regulations . In no event shall Developer operate the Cannabis Business Project in violation of the Agreement, or State Cannabis Regulations, as may be amended from time to time.
Section 10.12. Standard Terms and Conditions .
(a) Venue. Venue for all legal proceedings shall be th e JAMS Resolution Center in Sacramento, California.
(b) Waiver. A waiver by any Party of any breach of any term, covenant, or condition herein contained or a waiver of any right or remedy of such Party available hereunder, at law or in equity, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition herein contained or of any continued or subsequent right to the same right or remedy. No Party shall be deemed to have made any such waiver unless it is in writing and signed by the Party so waiving. (c) Completeness of Instrument. This Agreement, to gether 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, no Party to this A greement shall be liable for any representations made, express or implied.
(d) Supersedes Prior Agreement. It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements , discussions, commitments, or representations, written, electronic, or oral, between the Parties hereto with respect to the Site or Cannabis Business Project.
(e) Captions. The captions of this Agreement are f or 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) Number and Gender. In this Agreement, the neut er gender includes the feminine and masculine, and the singular includes t he plural, and the word “person” includes corporations, partnerships, firms, or associations, wherever the context requires. (g) Mandatory and Permissive. “Shall” and “will” a nd “agrees” are mandatory. “May” or “can” are permissive.
(h) Term Includes Extensions. All references to th e Term of this Agreement shall include any extensions of such Term.
(i) Counterparts. This Agreement may be executed s imultaneously and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
(j) Other Documents. The Parties agree that they s hall cooperate in good faith to accomplish the objectives of this Agreemen t and, to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agreement. (k) Time is of the Essence. Time is of the essence in this Agreement in each covenant, term, and condition herein.
(l) Authority. All Parties to this Agreement warra nt and represent that they have the power and authority to enter into this Agr eement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by state or fede ral law in order to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, no Party hereto shall have breached the terms or condi tions of any other contract or agreement to which such Party is obligated, which s uch breach would have a material effect hereon.
(m) Document Preparation. This Agreement will not be construed against the Party preparing it but will be construed as if prepared by all Parties. (n) Advice of Legal Counsel. Each Party acknowledg es that it has reviewed this Agreement with its own legal counsel and, base d upon the advice of that counsel, freely entered into this Agreement.
(o) Attorneys’ Fees and Costs. If any action at la w or in equity, including action for declaratory relief, is brought to enforce or interpret provisions of this Agreement, the prevailing Party shall be entitled to reasonabl e attorneys’ fees and costs, which may
be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled. (p) Calculation of Time Periods. All time referenc ed in this Agreement shall be calendar days, unless the last day falls on a le gal holiday, Saturday, or Sunday, in which case the last day shall be the next business day.
SIGNATURES ON FOLLOWING PAGE
IN WITNESS WHEREOF , this Agreement has been entered into by and betwe en Developer and City as of the Effective Date of the Agreement, as defined above.
“CITY”
CITY OF TURLOCK, a
California municipal corporation
By:
Christopher Fisher
Acting City Manager
Dated:
Attest:
By: ___________________________
Nichole Fiez
City Clerk
Approved to as Form
By ___________________________
Katie O. Lucchesi
City Attorney
“DEVELOPER”
FIRE HOUSE TURLOCK, INC., a
California Corporation
By:
________________________________
Anglibert Sarkis
Its: _____________________________
Owner
Dated:
{CW080817.5}
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
California All-Purpose Acknowledgment
State of California )
)
County of )
On , before me , a 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 ackn owledged to me that he/she/they executed the same in his/her/their authorized capac ity(ies), and that by his/her/their signature(s) on the instrument the person(s), or th e entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws o f the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
(Signature)
(Seal)
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.
{CW080817.5}
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
California All-Purpose Acknowledgment
State of California )
)
County of )
On , before me , a 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 ackn owledged to me that he/she/they executed the same in his/her/their authorized capac ity(ies), and that by his/her/their signature(s) on the instrument the person(s), or th e entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws o f the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
(Signature)
(Seal)
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.
{CW080817.5} CANNABIS SITE LEGAL DESCRIPTION
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit A
Exhibit A
Cannabis Site Legal Description
{CW080817.5} CANNABIS SITE LEGAL DESCRIPTION
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit A
{CW080817.5} CANNABIS BUSINESS PROJECT SITE MAP
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit B
Exhibit B
Cannabis Business Project Site Map
{CW080817.5} CANNABIS BUSINESS PROJECT SITE MAP
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit B
{CW080817.5} SITE DEED
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit C
Exhibit C
Site Deed
{CW080817.5} SITE DEED
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit C
{CW080817.5} NOTICE OF NON-PERFORMANCE PENALTY
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit D
Exhibit D
Notice of Non-Performance Penalty
DATE: _________________, 20__
PARTIES: CITY OF TURLOCK
156 S Broadway
Turlock, CA 95380
Attention: City Manager
DEVELOPER
Fire House Turlock, Inc.
1234 McHenry Ave Suite C
Modesto, CA 95350
Attention: Anglibert Sarkis, Owner
THIS NOTICE OF NON-PERFORMANCE PENALTY (“Penalty Notice”) is being executed by the City of Turlock, a California municipal corporation (“City”), with reference to the following.
A. By Instrument No. _____________, which was recor ded in the Official Records of Stanislaus County, California, on ______ __________, 2019, City recorded a development agreement between City and Fire House Turlock, Inc. (“Developer”), dated ______________, 2019 (the “Development Agreement”), relating to the development and operation of a cannabis business.
B. Pursuant to Section 4.2 of the Development Agree ment, Developer agrees to pay to City a Public Benefit on the first business day of each month during the Term of the Development Agreement.
C. On ________, 20__, the Public Benefit was due to City by Developer. City did not receive payment.
D. Pursuant to Section 4.5 of the Development Agree ment, if Developer fails to make payment when it is due, City may impose a p enalty of ten percent (10%) of the total of the past due amounts (“Penalty”). As of ____________, 20__, the past due amount equals $_________. The Pe nalty owed by Developer equals $____________ (“Penalty Amount”).
{CW080817.5} NOTICE OF NON-PERFORMANCE PENALTY
CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit D
E. Pursuant to Section 4.5 of the Development Agree ment, Developer shall make payment of the Penalty Amount in a single inst allment due within fifteen (15) days of delivery of this Penalty Notice (“Penalty Due Date”).
F. Pursuant to Section 4.6 of the Development Agree ment, if Developer fails to pay the Penalty Amount before the Penalty Due Date, then, in addition to the Penalty Amount specified in subdivision (D), De veloper shall pay City interest on the Penalty Amount, at the rate of eigh teen percent (18%) per annum (“Penalty Interest Payment”), computed from t he Penalty Due Date specified in subdivision (E). The Penalty Interest Payment is due fifteen (15) days following delivery of the Penalty Due Date. As of ____________, 20__, the Penalty Interest Payment amount equals $_________.
G. Nothing contained herein shall constitute a waiv er of City’s future claims for the Public Benefit, Penalty, or interest on the Penalty.
NOW, THEREFORE, City hereby provides Developer the Penalty Notice required by Section 4.5 of the Development Agreement. This Penalty Notice shall be effective upon notice pursuant to Section 10.3 of the Development Agreement.
CITY OF TURLOCK,
a California municipal corporation
By:
City Manager
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
Exhibit E
INDEMNITY AGREEMENT FOR
LAND USE ENTITLEMENT PROCESSING
THIS INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT
PROCESSING (“Agreement”) is made and entered into on this ___ day of ______ 2019, (“Effective Date”) by and between the City of Turlock, a California municipal corporation, and (“City”), Fire House Turlock, Inc., a Californi a corporation (“Applicant”). City and Applicant may be referred to herein individually as a “Party” or collectively as the “Parties”.
There are no other parties to this Agreement.
RECITALS
A. In 1996, the people of the state of California app roved Proposition 215, the Compassionate Use Act of 1996 (“CUA”). The CUA enables seriously ill Californians to legally possess, use, and cultivate marijuana for medical use under state law. In 2003, the California Legislature adopted Senate Bill 420, entitled the Medical Marijuana Program (“MMP”), which authorizes qualified patient s and their primary caregivers to cultivate marijuana for medical purposes without be ing subject to criminal prosecution under the California Penal Code.
B. On October 9, 2015, Governor Jerry Brown signed th ree bills into law (Assembly Bill 266, Assembly Bill 243, and Senate Bill 643) which are collectively referred to as the Medical Cannabis Regulation and Safety Ac t (“MCRSA”). MCRSA establishes a statewide regulatory system for the cultivation, processing, transportation, testing, manufacturing, and distribution of medical marijuan a to qualified patients and their primary caregivers.
C. On November 8, 2016, California voters passed Prop osition 64, the Adult Use of Marijuana Act (“AUMA”). AUMA legalizes the c ultivation, commercial sale, and possession of recreational cannabis for adults age 21 and older.
D. On June 27, 2017, Governor Jerry Brown signed into law the Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”), which created a single regulatory scheme for both medicinal and adult-use cannabis businesses. MAUCRSA retains the provisions in the MCRSA and AUMA that g ranted local jurisdictions control over whether businesses engaged in commercial canna bis activity may operate in a particular jurisdiction.
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
E. On December 7, 2017, California state cannabis lic ensing authorities issued emergency regulations that apply to AUMA and MAUCRA and further regulate businesses engaged in commercial cannabis activity.
F. Turlock Municipal Code (“T.M.C.”) Chapter 5.21 aut horizes cannabis businesses to operate within the City under specifi ed restrictions pursuant to a CannabisProgram.
G. Applicant intends to improve, develop, and use rea l property to operate a cannabis business (the “Project”) within the City in strict compliance with MAUCRSA and T.M.C. chapter 5.60.
H. Applicant has an agreement to lease that certain r eal property located at 1601 West Main Street in the City of Turlock, identified as Stanislaus County Assessor’s Parcel Number 089-015-006 (the “Project”) Applicant intends to improve approximately 4,517 (four thousand five hundred seventeen) square feet of space and operate the Project on the Property.
I. As a condition of approval of the Land Use Entitle ments, City has required Applicant to enter into this Agreement.
J. It is in the public interest for City and Applican t to enter into this Agreement, as Applicant will benefit from City’s processing of the Project.
K. Applicant desires to enter into this Agreement to fulfill a condition of approval of the Project, which is a prerequisite for construction of the Project.
AGREEMENT
NOW, THEREFORE , in consideration of the promises, covenants and agreements set forth below, the Parties agree as follows:
Section 1. Recitals . The recitals set forth above (“Recitals”) are true and correct and are hereby incorporated into and made part of this Agreement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 19 of this Agreement, Sections 1 through 19 shall prevail.
Section 2. Applicant’s Indemnification Obligations .
2.1. Indemnification for Land Use Entitlements . To the fullest extent permitted by law, Applicant shall indemnify, and hold harmless City and its agents, elected and appointed officials, officers, employees, and volunteers (collectively, “City’s Agents”)
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
from any and all liability arising out of a claim, action, or proceeding against City, or City’s Agents, to attack, set aside, void, or annul, an ap proval concerning the Land Use Entitlements by reason of the action or inaction of City, or City’s Agents. Applicant’s duty to indemnify and hold harmless shall not extend to any claim, action or proceeding arising from the gross negligence or willful misconduct of City, or City’s Agents.
Applicant’s obligations under this Agreement to ind emnify City shall apply to any claim, lawsuit or challenge against City brought against t he Project, specifically including, but not limited to, any legal challenge based on the C alifornia Environmental Quality Act, codified in California Public Resources Code sectio n 21000 et seq .; actions or proceedings brought to challenge the validity of en vironmental documents prepared in conjunction with the approval of the Project or Land Use Entitlements, or the requirements of any other federal, state, or local laws, including, but not limited to, general plan, specific plan, and zoning requirements.
2.2. Tender of Defense . Upon receiving notice of a claim and pursuant to Article 6 of the Land Use Entitlements, Applicant s hall assume the defense of the claim, action, or proceeding through the prompt payment of all attorneys’ fees and costs, incurred in good faith and in the exercise of reaso nable discretion, of City’s counsel in defending such an action. Regardless of whether Ap plicant chooses to defend City pursuant to Section 6.4 of the Land Use Entitlement s, City shall have the absolute and sole authority to control the litigation and make l itigation decisions, including, but not limited to, selecting counsel to defend City and se ttlement or other disposition of the matter.
2.3. Deposit for Costs . Applicant shall make a refundable deposit to City within thirty (30) days of written notification fro m City (“Cost Deposit”), to cover the estimated fees and costs associated with City’s def ense of any claim, action or proceeding. Applicant shall make any and all additional payments to City to replenish the Cost Deposit within thirty (30) days of written notice from City.
2.4. Failure to Indemnify; Waiver . Failure to indemnify City, when required by this Agreement, shall constitute a material brea ch of this Agreement and of the Land Use Entitlements, which shall entitle City to all r emedies available under law including, but not limited to, specific performance and damage s. Failure to indemnify shall constitute grounds upon which City may rescind its approval of the Land Use Entitlements. Applicant’s failure to indemnify Cit y shall be a waiver by Applicant of any right to proceed with the Project, or any portion t hereof, and a waiver of Applicant’s right to file a claim, action or proceeding against City or City’s Agents based on City’s rescission or revocation of the Land Use Entitlemen ts, or City’s failure to defend any claim, action or proceeding based on Applicant’s failure to indemnify City.
2.5. Satisfaction of Judgment . With respect to any claims, demands, acts, causes of action, damages, costs, expenses, settlem ents, losses or liabilities which Applicant has indemnified City against, Applicant s hall pay and satisfy any judgment,
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
award, settlement or decree that may be rendered or agreed against City and City’s Agents arising out of any final, non-appealable judicial or administrative action.
2.6. Payment of Costs and Fees . Applicant’s obligations under this Agreement to defend and indemnify City shall includ e, but not be limited to, payment of all court costs and attorneys' fees, all litigation -related costs, all costs of any judgments or awards against City, or all settlement costs whi ch arise out of City’s processing or approval of the Project.
2.7. Continuing Obligation . Applicant shall be and remain personally obligated to all of the terms of this Agreement, no twithstanding any attempt to assign, delegate or otherwise transfer all or any of the rights or obligations of this Agreement, and notwithstanding a change in or transfer of ownership of the real property upon which the Project is located (or any interest therein). Howe ver, Applicant may be released from such obligations if Applicant obtains City’s prior written consent to such transfer, which consent shall not be unreasonably withheld.
Section 3. City’s Obligations . City shall notify Applicant of any claim, action or proceeding within ten (10) business days of receivi ng service of any claim, action or proceeding. If City fails to notify Applicant of a ny claim, action, or proceeding, Applicant shall not, thereafter, be responsible to defend, indemnify, or hold City harmless. City shall have and retain, in its sole discretion, the right to not participate in the defense of any claim, action, or proceeding. At its sole discretion, City may participate at its own expense in the defense, but such participation shall not relieve Applicant of any obligation imposed by this Agreement.
Section 4. Notice . Any notice or communication required hereunder bet ween City and Applicant must be in writing and may be given e ither personally, by facsimile (with original forwarded by regular U.S. Mail), by regist ered or certified mail (return receipt requested), or by Federal Express, UPS or other sim ilar 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 facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving Par ty’s facsimile machine. Notices transmitted by facsimile after 5:00 p.m. on a norma l business day, or on a Saturday, Sunday or holiday, shall be deemed to have been given and received on the next normal business day. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the fi rst to occur of (a) actual receipt by any of the addressees designated below as the Party to whom notices are to be sent, or (b) five (5) days after a registered or certified l etter containing such notice, properly addressed, with postage prepaid, is deposited in th e United States mail. If given by Federal Express or similar courier, a notice or com munication shall be deemed to have been given and received on the date delivered as sh own on a receipt issued by the courier. Any Party hereto may at any time, by givi ng ten (10) days written notice to the
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:
If to City: City of Turlock
156 S. Broadway
Turlock, CA 95380
Attention: City Manager
and Katie O. Lucchesi
156 S. Broadway
Turlock, CA 95380 Attention: City Attorney
If to Developer: Fire House Turlock, Inc.
1234 McHenry Ave Suite C
Modesto, CA 95350
Section 5. Modification of Agreement . This Agreement may be supplemented, amended, or modified only by a writing signed by City and Applicant.
Section 6. Entire Agreement . This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement b etween the Parties pertaining to the action and supersedes all other prior or contemporaneous oral or written understandings and agreements of the Parties. No Party has been i nduced to enter into this Agreement by, nor is any Party relying on, any representation or warranty except those expressly set forth in this Agreement.
Section 7. Agreement is Voluntary . The Parties acknowledge that they have entered into this Agreement voluntarily, on the bas is of their own judgment and without coercion, and not in reliance on any promises, repr esentations, or statements made by the other Party other than those contained in this Agreement. This Agreement incorporates the entire understanding of the Parties and recites the sole consideration of the promises and agreements contained within it. The Parties have read this Agreement and are fully aware of its contents and legal effect.
Section 8. Time of Essence . Time is of the essence for this Agreement, and each section contained within this Agreement is made and declared to be a material, necessary, and essential part of this Agreement.
Section 9. Severability of Agreement . If a court or an arbitrator of competent jurisdiction holds any section of this Agreement to be illegal, unenforceable, or invalid for
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
any reason, the validity and enforceability of the remaining sections of this Agreement shall not be affected.
Section 10. Authority . All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agr eement, and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by state or fede ral law in order to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or condi tions of any other contract or agreement to which such Party is obligated, which s uch breach would have a material effect hereon.
Section 11. Noninterference . No Party will do anything to interfere with or inhibit the ability of the other to comply with their respectiv e obligations under the terms of this Agreement.
Section 12. Ambiguities . Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that a mbiguities are to be resolved against the drafting Party does not apply in interpreting this Agreement.
Section 13. Headings . The headings in this Agreement are included for convenience only, and neither affect the construction or interpretation of any section in this Agreement nor affect any of the rights or obligations of the Parties to this Agreement.
Section 14. Necessary Acts and Further Assurances . The Parties shall, at their own cost and expense, execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement. The Parties will act in good faith to carry out the intent of this Agreement.
Section 15. Governing Law . This Agreement shall be governed and construed in accordance with the laws of the State of California.
Section 16. Venue . Venue for all legal proceedings shall be in the Sup erior Court of the State of California in and for the County of Stanislaus.
Section 17. Attorney’s Fees and Costs . If any action at law or in equity, including action for declaratory relief, is brought to enforce or interpret sections of this Agreement, the prevailing Party shall be entitled to reasonabl e attorney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitled.
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
Section 18. Waiver . No covenant, term, or condition, or the breach ther eof, shall be deemed waived, except by written consent of the Par ty against whom the waiver is claimed, and any waiver of the breach of any covena nt, term, or condition shall not be deemed to be a waiver of any preceding or succeedin g breach of the same or any other covenant, term, or condition.
Section 19. Counterparts . This Agreement may be executed in counterparts and all so executed shall constitute an agreement which shall be binding upon the Parties hereto, notwithstanding that the signatures of all Parties and Parties’ designated representatives do not appear on the same page.
[SIGNATURE PAGE TO FOLLOW]
{CW080817.5} INDEMNITY AGREEMENT FOR LAND USE ENTI TLEMENT PROCESSING | CITY OF TURLOCK AND FIRE HOUSETURLOCK, INC.
Exhibit E
IN WITNESS THEREOF, the Parties have executed this Agreement on the day, month and year first above written.
APPLICANT
FIRE HOUSE TURLOCK, INC.
By: _____________________________
Anglibert Sarkis
Its: _____________________________
Owner
Date: ___________________________
FIRE HOUSE TURLOCK, INC.
By: ___________________________
Its: ___________________________
Owner
Date: _________________________
CITY
City of Turlock, a California municipal
corporation
By: ____
Gary Hampton, City Manager
Date:
APPROVED AS TO FORM:
By: _____
Katie O. Lucchesi, City Attorney
NOTICE OF TERMINATION AND
RELEASE OF DEVELOPMENT
AGREEMENT CITY OF TURLOCK AND
FIRE HOUSETURLOCK, INC.
Exhibit F
Exhibit F
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
156 S Broadway
Turlock, CA 95380
Fire House Turlock, Inc.
1234 McHenry Ave Suite C
Modesto, CA 95350
Attention: Anglibert Sarkis, Owner
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 recor ded in the Official Records of Stanislaus County, California, on ______ __________, 2019, City recorded a development agreement between City and
______________, dated ______________, 2019 (the “De velopment Agreement”), relating to the development and operat ion of a cannabis business.
NOTICE OF TERMINATION AND
RELEASE OF DEVELOPMENT
AGREEMENT CITY OF TURLOCK AND
FIRE HOUSETURLOCK, INC.
Exhibit F
B. Pursuant to Sections 1.7 and 9.1 of the Developm ent Agreement, the term of the Development Agreement expires five (5) years from _______, 2019, on __________, 20____.
C. Pursuant to Section 9.1 of the Development Agree ment, 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 rel eases Developer and Developer’s heirs, executives, admini strators, successors, and assigns from their obligations in the Development Agreement on this ____ of _____ , 20___, and relinquishes any right it may hereafter have to enf orce any of the terms and provisions set forth in the Development Agreement, unless othe rwise set forth in the Development Agreement. This termination, cancellation, and rele ase shall be effective upon the recordation of this Release in the office of the Co unty Recorder for the County of Stanislaus, State of California.
CITY OF TURLOCK,
a California municipal corporation
By:
City Manager
NOTICE OF TERMINATION AND
RELEASE OF DEVELOPMENT
AGREEMENT CITY OF TURLOCK AND
FIRE HOUSETURLOCK, INC.
Exhibit F
{CW080817.5} ASSIGNMENT AND ASSUMPTION
AGREEMENT
Exhibit G
Exhibit G
Assignment and Assumption Agreement
RECORDING REQUESTED BY AND WHEN
RECORDED RETURN TO:
City of Turlock
156 S Broadway
Turlock, CA 95380
Attention: City Clerk
S PACE 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___, b y and between ___________________Fire House Turlock, Inc., (“Assi gnors”), and ______________________ (“Assignee”).
RECITALS
A. On ___________, 2019, Assignor and the City of T urlock (the “City”) entered into that certain agreement entitled “Devel opment Agreement by and between the City of Turlock, a California municipal corpora tion and __________________________ Fire House Turlock, Inc. relating to the improvement, development, and use of real property to operate a cannabis business (the “Development Agreement”), originally recorded upon Stanislaus County Assessor’s Parcel Number 089- 015-006 (the “Property”).
B. Section 10.1 of the Development Agreement prohib its the sale, assignment, or transfer by Assignor of any portion of Assignor’s interests, rights, or titles described in that section of the Development Agreem ent (“Assignable Rights”) to a third party without prior written approval by the City Ma nager 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 deem s 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 10.1 of the Development Agreement for an
{CW080817.5} ASSIGNMENT AND ASSUMPTION
AGREEMENT
Exhibit G
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 A ssignable Rights of Assignor under the Development Agreement.
3. Assignee hereby assumes all of the burdens and o bligations of Assignor under the Development Agreement and agrees to obser ve 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 Assigne e that, upon the execution of this Agreement, Assignee shall become substituted for Assignor as the “Developer” 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 rev iewed and is familiar with the terms and conditions of the Development Agreeme nt. Assignee acknowledges that the Assignable Rights are as set forth in Section 1 0.1 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 an y underlying agreements or understandings that may exist between Assignee, Ass ignor, 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]
{CW080817.5} ASSIGNMENT AND ASSUMPTION
AGREEMENT
Exhibit G
APPLICANT
FIRE HOUSE TURLOCK, INC.
By: _____________________________
Anglibert Sarkis
Its: _____________________________
Owner
Date:___________________________
FIRE HOUSE TURLOCK, INC.
By: _____________________________
Its: _____________________________
Date:___________________________
CITY
City of Turlock, a California municipal
corporation
By:
Gary Hampton, City Manager
Date:
APPROVED AS TO FORM:
By:
Katie O. Lucchesi, City Attorney
City Council Staff Report
May 26, 2026
From: Adrienne Werner, Development Services Director
Prepared by: Katie Quintero, Planning Manager
Agendized by: Christopher Fisher, Acting City Manager
1. ACTION RECOMMENDED:
Ordinance: Introduction and First Reading of an Ordinance amending terms and extending the Development Agreement between the City of Turlock and Plan4Dream Investments LLC.
2. NARRATIVE:
BACKGROUND
JDI Farms now Plan4Dream is located at 600 D Street. The property is zoned industrial, which allows cannabis cultivation, manufacturing and distribution with a Conditional Use Permit and Development Agreement.
At their October 8, 2019, meeting, the City Council adopted the ordinance approving the Development Agreement (DA). On March 4, 2021, the Planning Commission granted Conditional Use Permit 2020-02 to allow JDI Farms to operate a cannabis cultivation, manufacturing and distribution business.
On August 30, 2024, the City and JDI Farms, Inc. entered into a First Amendment to extend the term of the Development Agreement through December 31, 2024. Then on October 8, 2024, the City and JDI Farms, Inc. entered into a Second Amendment to extend the term of the Development Agreement through June 30, 2025.
On June 2, 2025, Qingyu Huang, with Plan4Dream Investments, LLC and the City of Turlock executed an Assignment and Assumption Agreement, as allowed under Section 10.1 of the Development Agreement. The Assignment and Assumption Agreement allowed the sale, assignment, or transfer of JDI Farms, Inc. at 600 D Street, to Plan4Dream Investments, LLC.
All other conditions of the Conditional Use Permit and the Development Agreement remain unchanged.
JDI Farms submitted a building permit application for the necessary interior tenant improvements on March 30, 2021. The plan check process was completed, and the building permit was issued on September 24, 2024. Construction of the interior tenant improvements is underway and the applicant is working on final punch list items to move forward with occupancy of the building.
Once operational, the Development Agreement requires monthly payment of a public benefit amount. Section 4.2 of the Development Agreement details the public benefit amount that Plan4Dream must submit to the City on a monthly basis.
Agenda Staff Report
5/26/2026
CULTIVATION
YEAR PUBLIC BENEFIT AMOUNT
PAID MONTHLY, AMORTIZED
ANNUALLY
1ST $10.00 sq/ft *
2ND $10.00 sq/ft *
3RD $10.00 sq/ft *
4TH $10.00 sq/ft *
5TH $10.00 sq/ft *
* Sq./ft. will be based on cultivation canopy. Cultivation canopy size will be the amount approved for use in the Conditional Use Permit.
MANUFACTURING
YEAR PUBLIC BENEFIT AMOUNT
PAID MONTHLY,
AMORTIZED ANNUALLY
1ST $10.00 sq/ft *
2ND $10.00 sq/ft *
3RD $10.00 sq/ft *
4TH $10.00 sq/ft *
5TH $10.00 sq/ft *
* Sq./ft. will be based on area of building set aside for manufacturing and ballistics use.
DISTRIBUTION
YEAR PUBLIC BENEFIT AMOUNT, PAID
MONTHLY
AMORTIZED ANNUALLY
If distribution is from cultivation or
manufacturing uses not subject to a City of
Turlock Public Benefit Amount
If distribution is from
cultivation or manufacturing
uses subject to a City of
Turlock Public Benefit
Amount
1ST 2.5% of gross receipts No Public Benefit Amount
owed
2ND 2.5% of gross receipts No Public Benefit Amount
owed
3RD 2.5% of gross receipts No Public Benefit Amount
owed
4TH 2.5% of gross receipts No Public Benefit Amount
owed
5TH 2.5% of gross receipts No Public Benefit Amount
owed
Police Department
On January 22, 2026, the Turlock Police Department was notified by the Sacramento County District Attorney’s Office regarding an ongoing investigation of illegal drug trafficking and money laundering. The criminal investigators served several financial search warrants on
Agenda Staff Report
5/26/2026
bank accounts and seized large sums of money under asset forfeiture. Some of these targeted bank accounts had made payments to Cold Storage Manufacturing, the contractor working on the tenant improvements at 600 D Street, for approximately $300,000. This money had been seized as part of the criminal investigation. Attorneys from Plan4Dream Investments contested the seizure of these funds in a letter sent to police investigators. They claimed the funds were personal loans secured by Mr. Huang from business partners for payment to Cold Storage Manufacturing for time and material related to the construction of the 600 D St. facility.
The letter further described that Mr. Huang was unable to obtain conventional financing for this project, and obtained these loans from his private lenders. The letter identified these lenders as other cannabis companies. As of the time of this staff report, Mr. Huang, Plan4 Dream Investments, and Cold Storage Manufacturing have not been identified as targets of the investigation. However, they are identified as affiliated organizations due to Plan4Dream securing loans from the targeted individuals, and payments from the targeted accounts sent to their contractor for 600 D St.
On February 27, 2026, the Turlock Police Department sent a letter to Mr. Huang notifying him that the background investigation for him had been reopened. The letter further advised him there would be delays in the final approval of the 600 D St. facility for operation until the matter is resolved. An additional letter was sent to Mr. Huang on March 19, 2026, notifying him that inspections of the facility would proceed while the background is being completed, but final approval for the certificate of occupancy would not occur until the investigation is resolved. Mr. Huang was requested to provide any information to assist in resolving the supplemental background investigation.
On April 3, 2026, Zach Drivon, the attorney representing Plan4Dream Investments and Mr.
Huang submitted a contingency proposal to the City in the event Mr. Huang is later determined to be an ineligible person for the Development Agreement. This proposal described the transfer of title of the business to another person with a controlling stake in the company.
Because of this ongoing investigation, the recommendation for the time extension is through April 1, 2027, to allow for additional time for the investigation to continue but to be able to bring the Development Agreement back for review if further concerns arise. Language is also proposed in the amended Development Agreement that stipulates the Development Agreement will have to be transferred to an approved party or will be revoked if a conviction occurs.
PROPOSED AMENDMENTS
Various amendments are proposed to the Development Agreement. To capture all previous amendments to the Development Agreement into one document, the City has prepared a First Amended and Restated Development Agreement. This captures all previous amendments and newly proposed amendments into this one complete Agreement.
The term of the agreement is proposed to be extended through April 1, 2027.
The improvements to the building are proposed to be completed and occupied in phases.
Language has been added into the agreement to clarify that only the portions of the building
Agenda Staff Report
5/26/2026
that have been improved can be occupied. During construction there were modifications made to the building that had not been anticipated that affected the exterior of the building.
Language has been added into the Development Agreement requiring the resurfacing of the building prior to phase two. There is adequate onsite parking for the phase one area to become operational. It has been included in the amended language that the parking lot will have to be resurfaced and brought up to City standards prior to phase two.
Other regulations proposed to be added to the agreement include requiring remote real-time live access to the video footage of cameras installed at the businesses and requiring background checks prior to any changes in ownership or on any individual or entity every two years or at any other time upon reasonable cause. A section has been added detailing if anyone with direct or indirect ownership or controlling interest in the project is convicted of a felony or any crime substantially related to the ownership or operation of a cannabis business, the City may terminate the Development Agreement. If given such notice, the Developer would have 180 days to complete a transfer of their interest to a transferee approved by the City.
Other proposed changes include various language cleanups and updates to current laws and regulations.
3. FISCAL IMPACT / BUDGET AMENDMENT:
None
4. ENVIRONMENTAL DETERMINATION:
The item consists of a time extension and various updates to the existing Development Agreement. No changes or modifications in the site are anticipated as a result of this review; therefore, this action 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. This is an organizational or administrative activity involving the annual review, request for a time extension and various miscellaneous changes to the Development Agreement. This action will not result in direct or indirect physical changes in the environment.
5. ALTERNATIVES:
1. The City Council can deny the proposed Development Agreement Amendment and Time Extension.
2. The City Council can propose other changes to the Agreement.
6. ATTACHMENTS:
1. Draft Ordinance and DA Plan4Dream
BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
WHEREAS, on June 11, 2019, the City Council of the City of Turlock (the “City Council”) adopted Ordinance No. 1255-CS to enact cannabis reg ulations for cannabis businesses pursuant to AUMA and MAUCRSA, by amending the City’s cannabis business regulations and establishing a Cannabis Business Pilot Program (the “Pilot Program”); and
WHEREAS, on June 11, 2019, the City adopted Ordinance No. 1255-CS amending the City’s cannabis business regulations and establishing a Cannabis Business Pilot Program (the “Pilot Program”) to regulate the operation of commercial cannabis businesses within the City; and
WHEREAS, the City and JDI Farms, Inc. entered into a Development Agreement dated October 8, 2019, which permitted JDI Farms, Inc. to operate an indoor cannabis cultivation, manufacturing, and distribution business at 600 D S treet, Turlock, California, County of Stanislaus Assessor’s Parcel Number 043-018-016; and
WHEREAS, on October 8, 2019 the City adopted Ordinance No. 1264-CS approving a Development Agreement by and between the City and J DI Farms, Inc. to operate an indoor cannabis cultivation, manufacturing, and distribution business as defined in Turlock Municipal Code Section 5.21 in strict accordance with applica ble state and local law, at 600 D Street, Turlock, California, County of Stanislaus Assessor’ s Parcel Number 043-018-016 (the “Project”), consistent with the General Plan, as amended; and
WHEREAS, on August 30, 2024 the City and JDI Farms, Inc. entered into that certain First Amendment to extend the term of the Developme nt Agreement dated August 8, 2019 through December 31, 2024; and
WHEREAS, on October 22, 2024 the City and JDI Farms, Inc. entered into that certain Second Amendment to extend the term of the Development Agreement dated August 8, 2019 through June 30, 2025; and
}
}
}
}
}
}
}
}
}
}
}
ORDINANCE NO. 13XX-CS INTRODUCTION AND FIRST READING OF AN
ORDINANCE AMENDING TERMS AND EXTENDING
BY AMENDMENT, THE DEVELOPMENT
AGREEMENT BETWEEN PLAN4DREAM AND THE
CITY OF TURLOCK FOR THE OPERATION OF AN
INDOOR CANNABIS CULTIVATION,
MANUFACTURING, AND DISTRIBUTION BUSINESS
AT 600 D STREET, TURLOCK, CALIFORNIA,
STANISLAUS COUNTY APN 043-018-016 THROUGH
APRIL 1, 2027.
Ordinance No. 13XX-CS
WHEREAS, on May 27, 2025, the City and JDI Farms entered int o an Amendment to extend the term of the Development Agreement through June 30, 2026; and
WHEREAS, On June 2, 2025, Qingyu Huang, with Plan4Dream Investments, LLC and the City of Turlock executed an Assignment and Assu mption Agreement, as allowed under Section 10.1 of the Development Agreement. The Assi gnment and Assumption Agreement allowed the sale, assignment, or transfer of JDI Fa rms, Inc. at 600 D Street, to Plan4Dream Investments, LLC.
WHEREAS, under Section 5-21-103 of the Turlock Municipal Co de, any cannabis cultivation, manufacturing, and distribution busine ss allowed in the City shall obtain a development agreement, a City business license, and conditional use permit; and
WHEREAS, pursuant to Section 1.9 of the Development Agreeme nt a “Major Amendment” to the Development Agreement shall be approved by the City Council; and
WHEREAS, after the public hearing held on May 7, 2026, the Planning Commission recommended the City Council make the proposed amen dments to the Development Agreement and extend the term of the Development Agreement through April 1, 2027; and
WHEREAS, the City Council, based on its independent review a nd analysis of the Planning Commission’s recommendation, oral and written testimony, and the record as a whole, finds, after due study, deliberation, and holding a public hearing, and based on its independent judgement, find that the following circumstances exist:
1. The Project is consistent with the goals, polici es, 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 Sta tute, the City Council finds that the amendment to the Development Agreement:
a. Will not be detrimental to the health, safety, a nd general welfare of persons residing in the immediate area nor detrimental to t he general welfare of the residents of the City as a whole; and
b. Will not adversely affect the orderly developmen t of property or the preservation of property values; and
c. Is consistent with the relevant provisions of Go vernment Code Sections 65864 through 65869.5; and
d. Contains a legal description of the property.
NOW THEREFORE, BE IT RESOLVED , that the City Council of the City of Turlock does hereby determine:
Section 1. The recitals stated above are true and correct, and hereby incorporated herein.
Section 2. 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.
This is an organizational or administrative activity involving the request for a time extension for
Ordinance No. 13XX-CS
the Development Agreement (DA) between the City of Turlock and Plan4Dream Investments LLC. This action will not result in direct or indirect physical changes in the environment.
Section 3. The City Council of the City of Turlock approves t he amendments and extends the terms of the Development Agreement betw een the City of Turlock and Plan4Dreams Investments LLC. through April 1, 2027.
Section 4. If any section, subsection, sentence, clause, phra se, or word of this Ordinance is for any reason held by a court of competent jurisdiction to be unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of the Ordinance. The City Council hereby declares that it would have passed this Ordinance and each section, subsection, sentence, clause, phrase, and word thereof, irrespective of the fact that any one or more sections(s), subsection(s), sentence(s), clause(s), phrase(s), or word(s) be declared invalid.
Section 5. Upon passage of this Ordinance, the City Manager is authorized to execute the amendment to the Amended and Restated Development Agreement as shown in Exhibit A on behalf of the City. Within ten (10) days of the execution, but no earlier than 30 days after passage of this Ordinance, the City Clerk shall cau se the amendment to the Development Agreement to be recorded in the Office of the County Recorder as provided for by Government Code section 65868.5. The amendment to the Development Agreement shall not take effect for thirty (30) days following passage and adoption of this Ordinance.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 9th day of June, 2026, by the following vote:
AYES: ( )
NOES: ( )
NOT PARTICIPATING: ( )
ABSENT: ( )
SIGNED:
____________________________
Amy Bublak, Mayor
ATTEST: APPROVED AS TO FORM:
___________________________ ____________________ _________ Nichole Fiez, City Clerk, Katie Lucchesi, City Attorney City of Turlock, County of Stanislaus,
State of California
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
of 28
{CW082303.3)
( '·-!
SPACE ABOVE THIS LINE FOR RECORDER'S USE
Recording Fee Exempt per Government Code §6103
FIRST AMENDED AND RESTATED DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF TURLOCK
AND PLAN4DREAM INVESTMENTS, LLC
THIS DEVELOPMENT AGREEMENT ("Agreement") is made and
entered into this________________2026, by and between the City of Turlock, a California municipal corporation ("City") and Plan4Dream Investments, LLC, a California limited liability company("Developer") . 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. On October 9, 2015, Governor Jerry Brown signed three bills into law (Assembly Bill 266, Assembly Bill 243, and Senate B ill 643) which are collectively referred to as the Medical Cannabis Re gulation and Safety Act ("MCRSA"). MCRSA establishes a statewide regula tory system for the cultivation, processing, transportation, testin g, manufacturing and distribution of medical marijuana to qualified pati ents and their primary caregivers.
B. On November 8, 2016, California voters enacted Prop osition 64, the Control, Regulate and Tax Adult Use of Marijuana Ac t, also known as the Adult Use of Marijuana Act ("AUMA"), which establishes a comprehensive system to legalize, control, and regulate the culti vation, processing, manufacture, distribution, testing, and sale of non medical cannabis, including cannabis products, for use by adults 21 y ears and older and to tax the growth and retail sale of cannabis for nonmedical • use.
C. On June 27, 2017, Governor Jerry Brown signed in to law the Medicinal and Adult-Use Cannabis Regulation and Safety Act (" MAUCRSA"), which creates a single regulatory scheme for both medicinal and adult- use cannabis businesses. MAUCRSA retains the provisions in MCRSA and AUMA that granted local jurisdictions control o ver whether businesses engaged in Commercial Cannabis Activity, as defined in Section 1.4 of this Agreement, may operate in a par ticular jurisdiction.
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303.3}
D. On June 11, 2019, the Turlock City Council (the "Ci ty Council") adopted Ordinance No. 1255-CS to enact cannabis regulations as defined under Turlock Municipal Code ("T.M.C.") Section 5.21 pursuant to AUMA and MAUCRSA.
E. On June 11, 2019, the City adopted Ordinance No. 1255-CS amending the City's cannabis business regulations and establishi ng a Cannabis Business Pilot Program (the "Pilot Program") to reg ulate the operation of commercial cannabis businesses within the City.
F. Developer proposed to improve, develop and use r eal property to operate a Cannabis Business Project, as defined bel ow, in strict accordance with California Cannabis Laws, as defined in Section 1.4 of this Agreement and the T.M.C., as each may be amended from time to time.
G. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the California Legislature adopted Government Code section 65864 et seq. (the "Development Agreement Statute"), which author izes City and an individual or business entity with an interest in real property to enter into a development agreement that establishes certain development rights in real property that is subject to a development agreement application.
H. On June 11, 2019, following the adoption of the Pilot Program, the City issued and circulated a request for qualifications ("RFQ") . The purpose of the RFQ was to form the basis for a selection process of qualified cannabis operators for participation in the Pilot Program.
I. The previous developer, JDI FARMS, INC. (“JDI Fa rms”) submitted an application to the City Planning Commission Departm ent for consideration of a development agreement for a comm ercial cannabis business.
J. JDI Farms purchased property located at 600 D Street, Turlock, California, County of Stanislaus Assessor's Parcel Number 043-0 18-016 of which Developer intends to improve approximately 98,770 s quare feet of space (the "Site") to operate the Cannabis Business Proje ct, more particularly described in the legal description attached hereto as Exhibit A ("Legal Description") and the Cannabis Business Project Sit e Map attached hereto as Exhibit B.
K. JDI Farms purchased the Site for the purpose of carrying out the Cannabis Business Project. A copy of the deed to th e Site is attached hereto as Exhibit C, within satisfaction of the requirement of T.M.C.
Chapter 5.21.
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
L. On August 22, 2019, the Turlock Planning Commiss ion ("Planning Commission"), in a duly noticed and conducted public hearing, considered JDI Farms application for this Agreement. At that public hearing, the Plannin g Commission recommended the City Council adopt Ordinance No. 2019-19 which woul d allow JDI Farms to operate the Cannabis Business Project at the Site.
M. On August 27, 2019, pursuant to Government Code section 65867 .5, and following a duly noticed and conducted public hearing, the City Council reviewed, considered, adopted, and entered into this Agreemen t pursuant to Ordinance No.1264-CS .
N. The City and JDI Farms entered into that certain Fi rst Amendment to Development Agreement dated August 30, 2024 (“First Amendment”).
O. The City and JDI Farms entered into that certain Se cond Amendment to Development Agreement dated October 22, 2024 (“Second Amendment”).
P. The City and JDI Farms entered into that certain Th ird Amendment to Development Agreement dated May 27, 2025 (“Third Amendment”).
Q. On June 2, 2025, JDI Farms and Plan4Dream Investmen ts, LLC (Developer) entered into an assignment and assumption agreement wherein Developer agreed to assume the Assumable Rights under the Development Agreement. The agreement was executed with the consent of the Interim City Manager, as co ntemplated in the Development Agreement.
0. This Agreement is entered into pursuant to the Deve lopment Agreement Statute.
P. City and Developer desire to enter into this Agreem ent to (i) facilitate the orderly development of the Site; (ii) create a physical env ironment that is consistent with and complements the City's goals and visions; (iii) protect natural resources from adverse impacts; (iv) improve, upgrade and create additional community facilities and infrastructure, enhance services and assist in implementing the goals of the General Plan; and (vi) reduce the economic risk of development of the Site to both City and Developer.
Q. The Parties intend, through this Agreement, to allo w Developer to develop and operate the Cannabis Business Project in accordance with the terms of this Agreement.
R. The City Council has determined that this Agreement is consistent with the City's General Plan and has conducted all necessary procee dings in accordance with the T.M.C. for the approval of this Agreement.
S. The Parties wish to enter into this First Amended and Restated Development Agreement to
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
replace previous agreements between the Parties and to fulfill the requirement that a cannabis business requires a development agreement pursuant to TMC Section 5-21-103.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consi deration, 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. Findings. City hereby finds and determines that entering into this Agreement furthers the public health, safety and general welf are and is consistent with the City's General Plan, including all text and maps in the Ge neral Plan.
Section 1.2. Recitals. The Recitals above are true and correct and are her eby incorporated into and made a part of this Agreement . In the event of any inconsistency between the Recitals and the provisions of Articles 1 through 10 of this Agreement, the provisions of Articles 1 through 10 shall prevail.
Section 1.3. Exhibits. The following "Exhibits" are attached hereto and incorporated into this Agreement:
Designation Description
Exhibit A Cannabis Site Le gal Description
Exhibit B Cannabis Business Project Site Map
Exhibit C Site Deed
Exhibit D Notice of Non -Performance Penalty
Exhibit E Indemnification Agreement
Exhibit F Notice of Termination
Exhibit G Assi gnment and Assumption Agree ment
Section 1.4. Definitions. In this Agreement, unless the context otherwise req uires, the terms below have the following meaning:
(a) "Additional Insureds" has the meaning set forth in Section 6.1. (b) "Additional Licenses" has the meaning set forth in Section 2.4. (c) "Adult-use cannabis" means a product containing cannabis, including, but not limited to, concentrates and extractions, inten ded for use by adults 21 years of age and older in California pursuant to the California Cannabis Laws. (d) "Agreement" means this Development Agreement, inclusive of all Exhibits
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
attached hereto.
(e) "Application" has the meaning set forth in Recital G. (f) "Assignment and Assumption Agreement" has the meani ng set forth in Section 10.1.
(g) "AUMA" means the Adult Use of Marijuana Act (Proposition 64) approved by California voters on November 8, 2016.
(h) "Authorized License" has the meaning set forth in Section 2.3. (i) "Department" means the Department of Cannabis Contr ol or any successor state agency.
(j) "California Building Standards Codes" means the Ca lifornia Building Code, as amended from time to time, in Part 2, Volu mes 1 and 2, as part of Title 24 of the California Code of Regulations, as may be adopted by the T.M.C.
(k) "California Cannabis Laws" includes AUMA, MAUCR SA, CUA (as defined below), the Medical Marijuana Program Act of 2004 c odified as Health and Safety Code sections 11362.7 through 11.62.83 and any other app licable laws that may be enacted or approved.
(I) "Cannabis" means all parts of the plant Cannabis sa tiva Linnaeus, Cannabis indica, or Cannabis ruderalis, whether gro wing or not; the seeds thereof; the resin, whether crude or purified, extracted from an y part of the plant, and every compound, manufacture, salt, derivative, mixture, o r preparation of the plant, its seeds, or resin. "Cannabis" also means the separated resin, whether crude or purified, obtained from cannabis. "Cannabis" does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparat ion of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the s terilized seed of the plant which is incapable of germination. For the purpose of this d ivision, "cannabis" does not mean "industrial hemp" as defined by Section 11018.5 of the Health and Safety Code. Cannabis and the term "marijuana" may be used interchangeabl y.
(m) "Cannabis Business Pilot Program" means the can nabis business program established and authorized by T.M.C. Chapte r 5.21. (n) "Cannabis Business Project" means the cannabis retail business operated by Developer on the Site pursuant to the Authorized License. (o) "Cannabis Manufacturing Business" means a business engaged in commercial cannabis activity pursuant to a state ap proved Type 6 or 7 license, Type A and M licenses designated as a Cannabis business.
(p) "Cannabis product" means cannabis that has undergon e a process whereby the plant material has been transformed int o a concentrate, including, but not limited to, concentrated cannabis, or an edible or topical product containing cannabis or concentrated cannabis and other ingredients.
(q) "CEQA" means the California Environmental Quali ty Act, as set forth in Division 13 (Commencing with Section 21000) of the California Public Resources Code, and the CEQA Guidelines, as set forth in Title 14 (Comm encing with Section 15000) of the California Code of Regulations.
(r) "City" means the City of Turlock, a California muni cipal corporation having /
general police powers.
(s) "City Council" means the City of Turlock City Council, as defined in T.M.C.
Section 2.1.
(t) "City Manager" means the City Manager of the City of Turlock or his or her designee, as described in T.M.C. Section 2.4.
{CW082303.3} DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
I
' ·'
(u) "Charged Party" has the meaning set forth in Section 8.1. (v) "Charging Party" has the meaning set forth in Section 8.1 (w) "Commercial Cannabis Activity" includes cultivation , possession, manufacture, processing, storing, laboratory testin g, labeling, transporting, distribution, delivery, or sale of cannabis or a cannabis product that requires a state license pursuant to MAUCRSA.
(x) "Planning Commission" means the City of Turlock Planning Commission, • as established by T.M.C. Section 9.5.
(y) "Conditional Use Permit" means a conditional use pe rmit issued by City pursuant to T.M.C. Section 9.3.
(z) "CUA" means the Compassionate Use Act (Proposition 215) approved by California voters on November 5, 1996.
(aa) “ Developer" means Plan 4Dream Investments, LLC Developer also has the meaning set forth in Section 6.1.
(bb) “ Development Agreement Statute" has the meaning set forth in Rec ital H. (cc) “ Exhibits" has the meaning set forth in Section 1.3. (dd) "Gross Receipts from Operations" means total revenue actually received or receivable from operation of the Cannabis Busine ss Project, including: all sales; the total amount of compensation actually received or receivable for the performance of any act or service, of whatever nature it may be, for which a charge is made or credit allowed whether or not such act or service is done as part of or in connection with the sale of materials, goods, wares, or merchandise; and gains realized from trading in stocks or bonds, interest discounts, rents, royalties, fees, commissions, dividends, or other remunerations, however designated. Included in "gro ss receipts" shall be all receipts, cash, credits, and property of any kind or nature, without any deduction therefrom on account of the cost of the property sold, the cost of materials used, labor or service costs, interest paid or payable, or losses or other expens es whatsoever, except that the following shall be excluded therefrom:
1. Cash discounts allowed and taken on sales;
2. Credit allowed on property accepted as part of t he purchase price and which property may later be sold, at which time the sales price shall be included as "gross receipts";
3. Any tax required by law to be included in or add ed to the purchase price and collected from the consumer or purchaser;
{CW082303.3} DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
'•'I
4. Such part of the sale price of property returned by purchasers upon rescission of a contract of sale as is refunded eit her in cash or by credit; and
5. Receipts of refundable deposits, except that suc h deposits when forfeited and taken into income of the business shall not be excluded.
The intent of this definition is to ensure that in calculating the payment required under Section 4.2. all sales of cannabis products through the Cannabis Business Project are captured . This definition shall therefore be given the broadest possible interpretation consistent with this intent.
(ee) "Indemnification Agreement" has the meaning set forth in Section 6.3. (ff) “ Major Amendment" means an amendment that shall have a material effect on the terms of this Agreement. A Major Amendment a lso has the meaning set forth in Section 2.4. Major Amendments shall require approva l by the City Council. (gg) “ Marijuana" has the same meaning as cannabis a nd those terms may be used interchangeably.
(he) “ MAUCRSA" means the Medicinal and Adult-Use Cannabis Regulation and Safety Act, codified as Business and Professions Co de section 26000 et seq ., as may be amended from time to time.
(ii) "MCRSA" has the meaning set forth in Recital A.
(jj) "Ministerial Fee" or "Ministerial Fees" has the meanings set for th in Section 4.1. (kk) "Minor Amendment" means a clerical amendment to this Agreement that shall not materially affect the terms of this Agreement and any amendment described as minor herein. A Minor Amendment also has the meanin g set forth in Section 1.7. (II) "Mortgage" has the meaning set forth in Article 7. (mm) "Non-Performance Penalty" has the meaning set forth in Section 4.5. (nn) "Notice of Non-Performance Penalty" has the meaning set forth in Section
4.5. (oo)
(pp)
(qq)
(rr)
"Notice of Termination" has the meaning set forth in Section 9.1. "Processing Costs" has the meaning set forth in Sec tion 1 .11. "Project Litigation" has the meaning set forth in S ection 10.7. "Public Benefit" has the meaning set forth in Secti on 4.2.
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
(ss) "Public Benefit Amount" has the meaning set forth in Section 4.2. (tt) "State Licensing Authority" means the state a gency responsible for the issuance, renewal or reinstatement of a state canna bis license or the state agency authorized to take disciplinary action against a bu siness licensed under the California Cannabis Laws.
(uu) "State Cannabis Regulations" means the regula tions promulgated by the State Licensing Authority pursuant to the Californi a Cannabis Laws ( 4 CCR 15000 et seq., or their respective successors).
(vv) "State Taxing Authority" has the meaning se t forth in Section 4.2. (ww) "Subsequent City Approvals" has the meaning set forth in Section 3.1. (xx) "Term" has the meaning set forth in Section 1. 7.
(yy) “T.M.C.” means the Turlock Municipal Code.
(zz) "Type 1A license" or "Specialty Indoor" means a state license issued by the Department of Cannabis Control pursuant to the Cali fornia Cannabis Laws for indoor cultivation using exclusively artificial lighting o f between 501 and 5,000 square feet of total canopy size on one premises.
(aaa) "Type 2A license" or "Small Indoor" means a state license issued by the Department of Cannabis Control pursuant to the Cali fornia Cannabis Laws for indoor cultivation using exclusively artificial lighting b etween 5,001 and 10,000 square feet, inclusive, of total canopy size on one premises.
(bbb) "Type 3A license" or "Indoor" means a state license issue d by the Department of Cannabis Control pursuant to the Cali fornia Cannabis Laws for indoor cultivation using exclusively artificial lighting b etween 10,001 and 22,000 square feet, inclusive, of total canopy size on one premises.
(ccc) "Type 4 license" or "Nursery" means a state l icense issued by the Department of Cannabis Control pursuant to the California Cannabis Laws for cultivation .
(ddd) "Type 6 license" or "Manufacturer 1" means a state license issued by the Department of Cannabis Control pursuant to the California Cannabis Laws for manufacturing sites that produce cannabis products using nonvolat ile solvents.
(eee) "Type 7 license" or "Manufacturer 2" means a state license issued by the Department of Cannabis Control pursuant to the California Cannabis Laws for manufacturing sites that produce cannabis products using volatile solvents.
(fff) "Type 10 license" or "Retailer" means a state license issued by the Department of Cannabis Control pursuant to the California Cann abis Laws authorizing the retail sales of cannabis and cannabis products. Retail sale includes sales at a storefront and by delivery,
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
pursuant to all state and local laws and regulation s.
•• r •
(ggg) "Type 11 license" or "Distributor" means a s tate license issued by the Department of Cannabis Control pursuant to the Cali fornia Cannabis Laws for the distribution of cannabis and cannabis products from manufacturer to dispensary.
(hhh) "Type 12 license" or "Microbusiness" means a state licens e issued by a State Licensing Authority pursuant to the California Cannabis Laws relating to cannabis manufacturing, retail and distribution .
(iii) "Type 13 license" or "Distribution Transport-Only" means a state license issued by the Department of Cannabis Control pursuant to the California Cannabis Laws for distribution cannabis and cannabis products.
Conforming Interpretation of State Cannabis License References. Any reference in this Agreement to a State cannabis license, State C annabis Regulations, licensing authority, or specific state cannabis license type or designation shall be deemed to include any successor license, permit, approval, ag ency, or regulation that replaces, renames, consolidates, or reclassifies such license or regulatory framework under California law, including those administered by the California Department of Cannabis Control or any successor agency.
No change in the name, number, classification, or s tructure of any State cannabis business license shall be construed to expand, limi t, or otherwise modify the cannabis activities authorized under this Agreement, except as required by applicable state law or as expressly approved in writing by the City.
The scope of permitted commercial cannabis activities shall be determined solely by this Agreement and applicable City approvals, and not by the type, title, or designation of any state license held by Developer, unless expressly mandated by state law.
Section 1.5. Project is a Private Undertaking . The Parties agree that the Cannabis Business Project is a private development and that City has no interest therein, except as authorized in the exercise of its governmental functions. City shall not for any purpose be considered an agent of Developer or of the Cannabis Business Project.
Section 1.6. Effective Date of Agreement. This Agreement shall become effective upon the date that the ordinance approving this Agr eement becomes effective (the "Effective Date") .
Section 1.7. Term. The term of this Agreement (“Term”) shall be through April 1, 2027, unless earlier terminated in accordance with the provisions of this Agreement.
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
(a) Government Tolling or Termination. City may provide written notice to Developer to cease all Commercial Cannabis Activity , upon which Developer shall immediately comply if City is required, directed or believes, in its sole and absolute discretion, it must temporarily halt or terminate C ommercial Cannabis Activity within the City to comply with federal or state law. If City temporarily halts this Agreement to comply with federal or state law, this Agreement shall be tolled for no longer than one (1) calendar year (the "Tolling Period") . Developer shall not accrue or be liable to City for any Ministerial Fees or Public Benefit Amount during th e Tolling Period. Developer shall resume paying any applicable fees after the Tolling Period ends . City and Developer shall discuss in good faith the termination of this Agreement if the Tolling Period exceeds one (1) calendar year to comply with federal or state law.
(b) Developer Tolling or Termination. Developer may not temporarily halt or terminate this Agreement for any purpose without ca using a default of this Agreement, except as otherwise allowed by this Agreement or by mutual agreement of the Parties.
Section 1.8. Priority of Enactment. In the event of a conflict between the various land use documents referenced in this Agreement, the Par ties agree that the following sequence of approvals establishes the relative prio rity of the approvals, each approval superior to the approvals listed thereafter: (a) Ge neral Plan, (b) Agreement, (c) Specific Plan, (d) Conditional Use Permit, (e) Indemnification Agreement, and (f) Subsequent City Approvals.
Section 1.9. Amendment of Agreement.
This Agreement shall be amended only by
mutual consent of the Parties. All amendments shall be in writing. The City Council hereby expressly authorizes the City Manager to approve a Minor Amendment to this Agreement, upon notification of the City Council. A Major Amen dment to this Agreement shall be approved by the City Council. The City Manager shal l, on behalf of City, have sole discretion for City to determine if an amendment is a Minor Amendment or a Major Amendment. Nothing in this Agreement shall be const rued as requiring a noticed public hearing, unless required by law .
Section 1.10. Recordation of Development Agreement. The City Clerk shall cause a copy of this Agreement to be recorded against the title of the Site within ten (10) business days of the Effective Date.
(a) Section 1.11. Funding Agreement for Processing Cost s . If Developer proposes an amendment to this agreement, Developer shall pay for all actual fees and expenses incurred by City that are related to the preparation and processing of amendments to this Agreement, including recording fees, publishing fees, staff time, and consultant and attorneys' fees and costs (collectively, "Processing Costs"). Developer shall deposit monies for such processing as estimated by the Development Services Department. The Processing Costs are refundable solely to the extent of non-expended Processing Costs . Accounting.
Developer may request, and City shall issue within a reasonable time not to exceed thirty (30) days, an accounting and written acknowledgement of Processing Costs paid to City .
ARTICLE 2
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
DEVELOPMENT OF PROPERTY
Section 2.1. Vested Right of Developer. During the Term, in developing the Site consistent with the Cannabis Business Project descr ibed herein, Developer is assured that the development rights, obligation terms, and conditions specified in this Agreement, including, without limitation, the terms, conditions, and limitations set forth in the Exhibits, are fully vested in Developer and may not be modified or terminated by City except as set forth in this Agreement or with Developer's written consent.
Section 2.2. Vested Right to Develop. In accordance with Section 2.1, Developer shall have the vested right to develop and use the Cannabis Business Project consistent with this Agreement, the Conditional Use Permit, and Subsequent City Approvals.
Section 2.3. Permitted Uses and Development Standar ds. Developer shall be authorized to develop, construct, and use the Site for Commercial Cannabis Activity consistent with the following license type (the "Authorized License"):
Pursuant to this Agreement, Developer shall be permitted to use the Site consistent with the Authorized License for the Term of this Agreeme nt and during the time Developer is applying for the Authorized License with the applic able State Licensing Authority.
Developer shall begin operations of the Cannabis Business Project under the Authorized License within six (6) months of the issuance of a Conditional Use Permit or adoption of the operative ordinance approving this Agreement, w hichever is later, unless Developer is prevented from doing so due to any event or circ umstance set forth in Section 8.6 of this Agreement. Notwithstanding the foregoing, Deve loper is required to apply for and obtain the Authorized License from the State of California. If the State Licensing Authority does not grant the Authorized License to Developer, Developer shall immediately cease Commercial Cannabis Activity and any other operations on the respective site. Developer shall also, within thirty (30) days of receiving no tice from the State Licensing Authority, notify City of the State Licensing Authority's denial or rejection of the Authorized License.
In this situation, this Agreement shall terminate i mmediately . The Parties intend for this Agreement and the Conditional Use Permit to serve a s the definitive and controlling documents for all subsequent actions, discretionary or ministerial, relating to development of the Site and the Cannabis Business Project.
Occupancy and use of the building shall be limited to the Phase One area (indicated in approved construction drawings) only. All other por tions of the building shall be secured, blocked off, and shall not be occupied or used for any purpose. No other portion of the building may be occupied or used unless and until all requir ed permits have been issued and all required improvements have been completed and appro ved by the City, including, without limitation:
Cultivation
Manufacturer
Distribution
Type 1A, 2A, 3A
Type 6, 7
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
(a) Installation of fire sprinkler systems in such portions of the Building as required by applicable codes;
(b) Resurfacing of the exterior of the Building; an d
(c) Regrading, where necessary, and resurfacing of the parking lot to meet current City standards.
Section 2.4. Major Amendment to Permitted Uses. Developer may request to add to the Authorized License additional license types onc e that license is applied for or obtained from the appropriate State Licensing Authority (the "Additional Licenses"). Such request shall be a Major Amendment to this Agreement.
Section 2.5. Conditional Use Permit. Developer shall obtain a Conditional Use Permit for the Commercial Cannabis Activity and Authorized License contemplated herein for the Project and at the Site. No Commercial Cannabis Act ivity may occur at the Site until Developer has obtained a Conditional Use Permit to use and operate the Authorized License at the Site. This Conditional Use Permit mu st be maintained in good standing throughout the Term. This Agreement shall immediately terminate if the Conditional Use Permit for the Authorized License is revoked by City for any reason.
Section 2.6. Subsequent Entitlements, Approvals, an d Permits. Successful implementation of the Cannabis Business Project sha ll require Developer to obtain additional approvals and permits from City and other local and state agencies. City shall comply with CEQA in the administration of all Subsequent City Approvals. In acting upon any Subsequent City Approvals, City's exercise of d iscretion and permit authority shall conform to this Agreement. Notwithstanding the foregoing, in the course of taking action on the Subsequent City Approvals, City will exercis e discretion in adopting mitigation measures as part of the Conditional Use Permit. The exercise of this discretion is not prohibited or limited in any way by this Agreement. Nothing in this Agreement shall preclude the evaluation of impacts or consideration of mitigation measures or alternatives, as required by CEQA .
(a) Contemplated City Rules and Guidelines. City antici pates issuing additional rules, administrative guidelines, and am endments to the T.M.C. associated with operation of the Cannabis Business Program. City may establish requirements that are identical to or place a highe r standard of care as existing provisions of the California Cannabis Laws, State C annabis Regulations, or any amendments thereto. City reserves the right to adopt additional categories of rules or guidelines that are not listed in this Section as part of the Cannabis Business Program.
Developer shall comply with any and all additional rules, administrative guidelines, and amendments to the T.M.C. adopted by City that gover n or pertain to the Cannabis Business Project.
Section 2.7. Initiatives and Referenda. If any City ordinance, rule or regulation, or addition to the T.M.C. is enacted or imposed by a c itizen-sponsored initiative or referendum after the Effective Date that would conf lict with this Agreement, an
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
associated Conditional Use Permit, Subsequent City Approvals, or reduce the development rights or assurances provided to Developer in this Agreement, such T.M.C. changes shall not be applied to the Site or the Can nabis Business Project; provided, however, the Parties acknowledge that City's approv al of this Agreement is a legislative action subject to referendum. City shall cooperate with Developer and shall undertake such reasonable actions as may be appropriate to ensure this Agreement remains in full force and effect and is implemented in accordance w ith its terms to the fullest extent permitted by state or federal law.
Section 2.8. Regulation by Other Government Entitie s . Developer acknowledges that City does not have authority or jurisdiction over any other government entities' ability to grant governmental approvals or permits or to impose a moratorium or other limitations that may negatively affect the Cannabis Business Pr oject or the ability of City to issue a permit to Developer or comply with the terms of thi s Agreement. Any moratorium imposed by another government entity, including the State L icensing Authority, on City shall not cause City to be in breach of this Agreement.
Section 2.9. Developer's Right to Rebuild. Developer may renovate portions of the Site any time within the Term of this Agreement con sistent with the T.M.C. Any such renovation or rebuild shall be subject to all design, building code, and other requirements imposed on the Cannabis Business Project by this Ag reement.
Section 2.10. Changes in California Building Standards Codes. Notwithstanding any provision of this Agreement to the contrary, develo pment of the Cannabis Business Project shall be subject to changes occurring from time to time to the California Building Standards Codes.
Section 2.11. Changes Mandated by Federal or State Law. The Site and the Cannabis Business Project shall be subject to subsequently e nacted state or federal laws or regulations that may preempt the T.M.C. or mandate the adoption or amendment of local regulations or are in conflict with this Agreement or local rules or guidelines associated with the program. As provided in Section 65869.5 of the Development Agreement Statute, in the event 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 meeting the requirements of this Section, City or Developer shall provide the other Party with written notice of the state or federal law or regulation, and a written statement of the conflicts thereby raised with the provisions of the T.M.C. or this Agreement. Promptl y thereafter, City and Developer shall meet and confer in good faith in a reasonable attempt to modify this Agreement, as necessary, to comply with such federal or state law or regulation provided City shall not be obligated to agree to any modification materially increasing its obligations or materially adversely affecting its rights and benefits hereunder. In such discussi ons, City and Developer will attempt to preserve the terms of this Agreement and the rights of Developer derived from this Agreement to the maximum feasible extent while resolving the conflict. If City, in its judgment, determines it necessary to modify this Agreement to address such conflict, City shall have the right and responsibility to do so, and shall not have any liability to Developer for doing so or be considered in breach or default of this Agreement. City also agrees to process, in accordance
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
with the provisions of this Agreement, Developer's proposed changes to the Cannabis Business Project that are necessary to comply with such federal or state law and that such proposed changes shall be conclusively deemed to be consistent with this Agreement without further need for any amendment to this Agreement.
Section 2.12. Health and Safety Emergencies . In the event that any future public health and safety emergencies arise with respect to the Cannabis Business Project contemplated by this Agreement, City agrees that it shall attempt, if reasonably possible as determined by City in its discretion, to address such emergency in a way that does not have a material adverse impact on the Cannabis Business Project. If City determines, in its discretion, that it is not reasonably possible to so address such health and safety emergency in a way that does not have a material ad verse impact on the Cannabis Business Project, City may select an option which, in its discretion, minimizes, so far as reasonably possible, the impact on development and use of the Cannabis Business Project in accordance with this Agreement, while st ill addressing such health and safety emergency in a manner acceptable to City.
Section 2.13. Other Regulations. The following provisions establish definitions and operational requirements applicable to this Agreeme nt in furtherance of public safety and to ensure compliance with applicable regulations gover ning the Project and Developer’s obligations hereunder.
(a) In addition to other requirements, remote and real-time, live access to the video footage of cameras installed by the cannabis business shall be provided to the Chief of Police or his/her designee(s) using such software as designated by the Chief of Police. Developer shall be responsible for ensuring that the security surve illance camera's footage is remotely accessible by the Chief of Police or his/her design ee(s), and that it is compatible with the City's software and hardware. Such access shall be granted within 120 days of approval. (b) Prior to changes in ownership, ownership struct ure, and management, or any sale or other transfer of the cannabis business, the releva nt persons or entities shall be subject to additional background checks as required by the Tur lock Police Department, and passage by the applicant as of such background checks. The City may repeat background checks on any individual or entity every two (2) years, and a t any other time upon reasonable cause.
ARTICLE 3
ENTITLEMENT AND PERMIT PROCESSING, INSPECTIONS
Section 3.1. Subsequent City Approvals . City shall permit the development, construction, and conditionally permitted use conte mplated in this Agreement. City agrees to timely grant, pursuant to the terms of this Agreement, the T.M.C., and any Subsequent City Approvals reasonably necessary to complete the goals, objectives, policies, standards, and plans described in this Agreement. The Subsequent City Approvals shall include any applications, permits, and approvals required to complete the improvements necessary to develop the Site, in general accordance with this Agreement ("Subsequent City Approvals"). Nothing herein shall require City to provide Developer with Subsequent
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303 .3}
City Approvals prior to, or without complying with, all of the requirements in this Agreement, the T.M.C., and any applicable state law.
Section 3.2. Timely Processing. City shall use its reasonable best efforts to proce ss and approve, within a reasonable time, any Subsequent City Approvals or environmental review requested by Developer during the Term of this Agreement.
Section 3.3. Cooperation Between City and Develope r. Consistent with the terms set forth herein, City agrees to cooperate with Develop er, on a timely basis, in securing all permits or licenses that may be required by City or any other government entity with permitting or licensing jurisdiction over the Cannabis Business Project.
Section 3.4. Further Consistent Discretionary Actio ns. The exercise of City's authority and independent judgment is recognized under this A greement and nothing in this Agreement shall be interpreted as limiting City's d iscretion or obligation to hold legally required public hearings. Except as otherwise set forth herein, such discretion and action taken by City shall, however, be consistent with th e terms of this Agreement and not prevent, hinder, or compromise development or use o f the Site as contemplated by the Parties in this Agreement.
ARTICLE 4
PUBLIC BENEFIT, PROCESSING, AND OVERSIGHT
Section 4.1. Processing Fees and Charges. Developer shall pay to City those processing, inspection, plan checking and monitorin g fees and charges required by City which are in force and effect at the time those fee s and charges are incurred (including any post-Effective Date increases in such fees and charges) for processing applications and requests for building permits, inspections, other permits, approvals and actions, and monitoring compliance with any permits issued or approvals granted or the performance of any conditions (each a "Ministerial Fee" and collectively, the "Ministerial Fees").
Section 4.2. Public Benefit.
The Parties acknowledge and agree that this Agreeme nt, and the Cannabis Business Project, confers substantial private benefits upon Developer that will place burdens upon City infrastructure, services, and neighborhoods. A ccordingly, the Parties intend to provide consideration to City to offset these impac ts that commensurate with the private benefits conferred on Developer (the "Public Benefit"). In consideration of the foregoing, Developer shall remit to City as follows (the "Cannabis Business Public Benefit"):
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303 .3}
CULTIVATION
YEAR PUBLIC BENEFIT AMOUNT PAID MONTHLY,
AMORTIZED ANNUALLY
1ST $10.00 sq/ft *
2ND $10.00 sq/ft *
3RD $10.00 sq/ft *
4TH $10.00 sq/ft *
5TH $10.00 sq/ft *
* Sq./ft. will be based on cultivation canopy . Cultivation canopy size will be the amount approved for use in the Conditional Use Permit.
MANUFACTURING
YEAR PUBLIC BENEFIT AMOUNT PAID MONTHLY,
AMORTIZED ANNUALLY
1ST $10.00 sq/ft *
2ND $10.00 sq/ft *
3RD $10.00 sq/ft *
4TH $10.00 sq/ft *
5TH $10.00 sq/ft *
* Sq./ft. will be based on area of building set aside for manufacturing and ballistics use.
DISTRIBUTION
YEAR
PUBLIC BENEFIT AMOUNT, PAID MONTHLY
AMORTIZED ANNUALLY
If distribution is from cultivation or manufacturing
uses not subject to a City of Turlock Public Benefit
Amount
If distribution is from cultivation
or manufacturing uses subject
to a City of Turlock Public
Benefit Amount
1ST 2.5% of gross receipts No Public Benefit Amount
owed
2ND 2.5% of gross receipts No Public Benefit Amount
owed
3RD 2.5% of gross receipts No Public Benefit Amount
owed
4TH 2.5% of gross receipts No Public Benefit Amount
owed
5TH 2.5% of gross receipts No Public Benefit Amount
owed
(a) Collectively, these amounts shall be known as the "Public Benefit Amount." The Public Benefit Amounts for each of the aforementioned uses shall be due monthly, beginning on the first business day following the first month in which Developer commences Commercial Cannabis Activity. Payment of the Public Benefit Amount shall continue for a period of five (5) years thereafter.
(b) Developer shall file an applicable statement that c omplies with the California State Board of Equalization, California Department of Tax and Fee Administration, or either's successor agency (the "State Taxing Authority") for sales tax purposes showing the true and correct amount of Gro ss Receipts from Operations of
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303 .3}
the Cannabis Business Project during the applicable time period. Developer shall provide a copy of such statement to City upon request by City.
Section 4.3. Reporting. Developer shall provide City with copies of any rep orts provided to a State Licensing Authority within forty-five (45) days of that submission.
Any failure or refusal of Developer to provide any statement or report to City, the State Taxing Authority, or any other State Licensing Auth ority, as required within the time required, or to pay such sums due hereunder when th e same are due and payable in accordance with the provisions of this Agreement, m ay constitute full and sufficient grounds for the revocation or suspension of the Conditional Use Permit.
Section 4.4. Records. Developer shall keep records of all Commercial Cann abis Activity in accordance with Chapter 16 (commencing with Section 26160) of Division 10 of the Business and Professions Code and the applicable State Cannabis Regulations.
All records required by this Section shall be maint ained and made available for City's examination and duplication (physical or electronic) at the Site or at an alternate facility as approved in writing by the City Manager, or his or her designee.
Section 4.5. Penalty. Developer acknowledges that to ensure proper compli ance with the terms of this Agreement and any applicable laws , City must engage in costly compliance review, inspections, and, if necessary, enforcement actions to protect the health, safety, and welfare of its residents. Penalty and interest provisions are necessary to assist City in compliance review and enforcement actions. If Developer fails to make any payment when due, as required by this Agreement , including the Public Benefit Amount, City may impose a "Non-Performance Penalty." A Non-Performance Penalty of ten percent (10%) shall be applied to all past due payments. City shall deliver to Developer a "Notice of Non-Performance Penalty," attached hereto as Exhibit D.
Payment of the Non-Performance Penalty shall be in a single installment due on or before a date fifteen (15) days following delivery of the Notice of Non-Performance Penalty.
Section 4.6. Interest on Unpaid Non-Performance Penalty. If Developer fails to pay the Non-Performance Penalty after City has delivered th e Notice of Non-Performance Penalty, then, in addition to the principal amount of the Non-performance Penalty, Developer shall pay City interest at the rate of ei ghteen percent (18%) per annum, computed on the principal amount of the Non-Performance Penalty, from a date fifteen (15) days following delivery of the Notice of Non-performance Penalty.
Section 4.7. Protections from Duplicative Payments . Notwithstanding Section 4 .2, Developer shall be exempt from paying the Public Be nefit Amount if the City imposes a tax specific to commercial cannabis businesses and instead shall pay such specific tax.
Notwithstanding the foregoing, Developer and the Ca nnabis Business Project shall be subject to any and all taxes, assessments, or simil ar charges or fees of general applicability enacted by the federal government, state government, County of Stanislaus, including any tax applicable to an area greater than the City limits to which City may be a party (i.e., county tax sharing agreement with City).
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303 .3}
ARTICLE 5
PUBLIC FACILITIES, SERVICES, AND UTILITIES
City shall use the Public Benefit Amount in any way the City Council deems appropriate to offset the impacts of the project or to benefit the City.
ARTICLE 6
INSURANCE AND INDEMNITY
Section 6.1. Insurance. Developer shall require all persons doing construct ion or related work on the Cannabis Business Project and, including its contra ctors and subcontractors (collectively, "Developer" for purposes of this Article 6 only), t o obtain and maintain insurance of the types and in the amounts described in this Article with carriers reasonably satisfactory to City.
(a) General Liability Insurance. Developer shall maintain commercial general liability insurance or equivalent form with a limit of not less than Two Million Dollars ($2,000,000) (or as otherwise approved, in writing, by City) per claim and Two Million Dollars ($2,000,000) each occurrence. Such insuranc e shall also:
(i) Name City, its elected and appointed councils, boar ds, commissions, officers, agents, employees, and representatives as "Additional Insureds" by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed additional insured.
(ii) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, an d representatives. (iii) Contain standard separation of insured provisions. (b) Automotive Liability Insurance. Developer shall mai ntain business automobile liability insurance or equivalent form w ith a limit of not less than One Million Dollars ($1,000,000) for each accident. Such insurance shall include coverage for owned, hired and non-owned automobiles. Such insurance sha ll also:
(i) Name City, its elected and appointed councils, boar ds, commissions, officers, agents, employees, and representatives as Additional Insureds by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the above-listed Additional Insureds. (ii) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, an d representatives. (iii) Contain standard separation of insured provisions. (c) Workers' Compensation Insurance. Developer shall take out and maintain during the Term of this Agreement, workers' compens ation insurance for all of
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
Developer's employees employed at or on the Cannabi s Business Project and, should any of the work be subcontracted, Developer shall r equire any general contractor or subcontractor similarly to provide workers' compensation insurance for such contractor's or subcontractor's employees, unless such employees are covered by the protection afforded by Developer. In case any class of employee engaged in work on the Cannabis Business Project and is not protected under any wor kers' compensation law, Developer shall provide and shall cause each contractor and s ubcontractor to provide adequate insurance for the protection of employees not other wise protected. Developer hereby indemnifies City for any damage resulting from fail ure of Developer, its agents, employees, contractors or subcontractors to take ou t or maintain such insurance.
Workers' compensation insurance with statutory limi ts and employer's liability insurance with limits of not less than One Million Dollars ($ 1,000,000) for each accident shall be maintained by Developer.
Section 6.2. Other Insurance Requirements . Developer shall do all of the following:
(a) Prior to taking any actions under this Agreement, furnish City with properly executed certificates of insurance that clearly evi dence all insurance required in this Article, including evidence that such insurance wil l not be canceled, allowed to expire or materially reduced in coverage without thirty (30) days prior written notice to City. (b) Provide to City, upon request, and within seven (7) days of said request, certified copies of endorsements and policies and p roperly executed certificates of insurance evidencing the insurance required herein.
(c) Replace or require the replacement of certificates, policies, and endorsements for any insurance required herein expi ring prior to the termination of this Agreement.
(d) Maintain all insurance required herein from the Eff ective Date of this Agreement to the earlier of the expiration of the Term or the mutual written termination of this Agreement.
(e) Place all insurance required herein with insurers licensed to do business in California with a current Best's Key Rating Guide reasonably acceptable to City.
Section 6.3. Indemnity. To the fullest extent permitted by law, Developer shall defend, indemnify, and hold harmless City, and its agents, elected and appointed officials, officers, employees, consultants, and volunteers (c ollectively, "City's Agents") from any and all liability arising out of a claim, action, or proceeding against City, or City's Agents, to attack, set aside, void, or annul an approval concerning the Cannabis Business Project and this Agreement, any applicable Conditional Use Permit or Subsequent City Approvals. Developer shall execute the indemnificat ion agreement ("Indemnification Agreement") attached hereto as Exhibit E.
Section 6.4. Failure to Indemnify; Waiver. Failure by Developer to indemnify City, when required by this Agreement and the Indemnification Agreement, shall constitute a
{CW082303 .3} DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
material breach of this Agreement and of any applic able Conditional Use Permit and Subsequent City Approvals, which shall entitle City to all remedies available under law, including, but not limited to, specific performance and damages. Failure to indemnify shall constitute grounds upon which City may rescind its approval of any applicable Conditional Use Permit. Developer's failure to indemnify City s hall be a waiver by Developer of any right to proceed with the Cannabis Business Project, or any portion thereof, and a waiver of Developer's right to file a claim, action, or pr oceeding against City, or City's Agents, based on City's rescission or revocation of any Conditional Use Permit, Subsequent City Approvals, or City's failure to defend any claim, a ction, or proceeding based on Developer's failure to indemnify City.
Section 6.5. Waiver of Damages. Notwithstanding anything in this Agreement to the contrary, the Parties acknowledge that City would n ot have entered into this Agreement had it been exposed to liability for damages from D eveloper and, therefore, Developer hereby waives all claims for damages against City f or breach of this Agreement.
Developer further acknowledges that under the Devel opment Agreement Statute, land use approvals (including development agreements) mu st be approved by the City Council and that, under law, the City Council's discretion to vote in any particular way may not be constrained by contract. Developer therefore waives all claims for damages against City in the event that this Agreement or any Project app roval is: (1) not approved by the City Council; or (2) is approved by the City Council but with new changes, amendments, conditions, or deletions to which Developer is opposed. Developer further acknowledges that, as an instrument which must be approved by ordinance, a development agreement is subject to referendum; and that, under law, the City Council's discretion to avoid a referendum by rescinding its approval of the underl ying ordinance may not be constrained by contract, and Developer waives all claims for damages against City in this regard.
ARTICLE 7
MORTGAGEE PROTECTION
This Agreement, once executed and recorded, shall be superior and senior to any lien placed upon the Site or any portion thereof fo llowing recording of this Agreement, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value. This Agreement shall immediately be deemed in default and immediately terminate upon the foreclosure or transfer of any interest in the Site or Project, whether by operation of law or any other method of interest change or transfer, unless the City Manager has authorized su ch change or transfer in advance, in writing. City agrees to not unreasonably withhold i ts authorization.
ARTICLE 8
DEFAULT
Section 8.1. General Provisions.
(a) Subject only to any extensions of time by mutual consent in writing, or as otherwise provided herein, the failure or delay by any Party to perform in accordance with
the terms and provisions of this Agreement shall constitute a default. Any Party alleging a default or breach of this Agreement ("Charging Pa rty") shall give the other Party ("Charged Party") not less than ten (10) days written notice, which shall specify the nature of the alleged default and the manner in which the default may be cured. During any such ten (10) calendar day period, the Charged Party sha ll not be considered in default for purposes of termination of this Agreement or instit ution of legal proceedings for the breach of this Agreement.
(b) After expiration of the ten (10) calendar day period, if such default has not been cured or is not in the process of being diligently cured in the manner set forth in the notice or if the breach cannot reasonably be cured within ten (10) days, the Charging Party may, at its option, institute legal proceedings pursuant to this Agreement, and give notice of its intent to terminate this Agreement pu rsuant to Government Code section 65868. In the event City is the Charging Party, City may, in its sole discretion, give notice, as required by law, to the Charged Party of its intent to revoke or rescind any operable Conditional Use Permit related to or concerning the Cannabis Business Project. (c) Prior to the Charging Party giving notice to the Charged Party of its intent to terminate, or prior to instituting legal proceed ings, the matter shall be scheduled for consideration and review by City in the manner set forth in Government Code sections 65865, 65867 and 65868 within thirty (30) days from the expiration of the ten (10) day notice period.
(d) Following consideration of the evidence presented and said review before City, and after providing the Charged Party an addi tional five (5) calendar day period to cure, the Charging Party may institute legal procee dings against the Charged Party or may give written notice of termination of this Agreement to the Charged Party. (e) Evidence of default may arise in the course of a regularly scheduled periodic review of this Agreement pursuant to Government Cod e section 65865.1, as set forth in Section 8.2. If any Party determines that another P arty is in default following the completion of the normally scheduled periodic review, without reference to the procedures specified in Section 8.1(c), said Party may give wr itten notice of termination of this Agreement, specifying in the notice the alleged nature of the default and potential actions to cure said default where appropriate. If the alleged default is not cured in ten (10) days or within such longer period specified in the notice or the defaulting Party is not diligently pursuing a cure, or if the breach cannot reasonably be cured within the period or the defaulting Party waives its right to cure such alle ged default, this Agreement may be terminated by the non-defaulting Party by giving written notice. An extension of the ten (10) day cure period may be given by mutual consent of the Parties. (f) In the event Developer is in default under the terms and conditions of this Agreement, no permit application shall be accepted by City, nor will any permit be issued to Developer until the default is cured or the Agreement is terminated.
Section 8.2. Annual Review. City shall, at least every twelve (12) months durin g the Term of this Agreement, review the extent of good f aith, substantial compliance of
{CW082303 .3) DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303.3}
Developer and City with the terms of this Agreement . Such periodic review by City shall be limited in scope to compliance with the terms of this Agreement pursuant to California Government Code section 65865.1. City shall deposit in the mail or fax to Developer a copy of all staff reports and, to the extent practical, related exhibits concerning this Agreement or the Cannabis Business Project's performance, at lea st seven (7) days prior to such periodic review. Developer shall be entitled to appeal a det ermination of City or the City Manager to the City Council. Any appeal must be filed withi n ten (10) days of the decision of City or the City Manager, respectively. Developer shall be permitted an opportunity to be heard orally or in writing regarding its performance under this Agreement before City, the City Manager, or the City Council, as applicable . The reasonable cost for City's annual review of thi s Agreement shall be paid by Developer, not to exceed the actual costs incurred by City in connection with the review.
Section 8.3. Estoppel Certificate.
(a) City shall, with at least twenty (20) days prio r written notice, execute, acknowledge, and deliver to Developer, Developer's lender, potential investors, or assignees, an Estoppel Certificate in writing which certifies that this Agreement is in full force and effect, that there are no breaches or defaults under the Ag reement, and that the Agreement has not been modified or terminated and is enforcea ble in accordance with its terms and conditions.
(b) At Developer's option, City's failure to deliver su ch Estoppel Certificate within the stated time period shall be conclusive e vidence that the Agreement is in full force and effect, that there are no uncured breache s or defaults in Developer's performance of the Agreement or violation of any Ci ty ordinances, regulations, and policies regulating the use and development of the Site, the Cannabis Business Project, or the subject to this Agreement.
Section 8.4. Default by City. In the event City does not accept, review, approve, or issue any permits or approvals in a timely fashion, as defined by this Agreement, or if City otherwise defaults under the terms of this Agreement, City ag rees that Developer shall not be obligated to proceed with or complete the Cannabis Business Project and shall constitute grounds for termination or cancellation of this Agr eement by Developer.
Section 8.5. Cumulative Remedies of Parties. In addition to any other rights or remedies, City or Developer may institute legal or equitable proceedings to cure, correct, or remedy any default, enforce any covenant, or enj oin any threatened or attempted violation of the provisions of this Agreement, so l ong as any such action conforms to Section 9.1(c) of this Agreement.
Section 8.6. Forced Delay, Extension of Times of Pe rformance. Delays in performance, by either Party, shall not be deemed a default if such delays or defaults are due to war, terrorism, insurrection, strikes, walko uts, riots, floods, earthquakes, fires, casualties, 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 reg ulations enacted by the state or
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303.3}
federal government, litigation, or other force maje ure 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.
Section 8.7. Appeals. Developer may appeal any adverse decision or action of City pursuant to the T.M.C, as may be amended from time to time.
ARTICLE 9
TERMINATION
Section 9.1. Termination. This Agreement shall terminate upon the expiration of the Term, unless it is terminated earlier pursuant to t he terms of this Agreement. Upon termination of this Agreement, City shall record a notice of such termination in substantial conformance with the "Notice of Termination" attach ed hereto as Exhibit F, and this Agreement shall be of no further force or effect ex cept as otherwise set forth in this Agreement.
Section 9.2. Effect of Termination on Developer's O bligations. Termination of this Agreement shall eliminate any further obligation of Developer to comply with this Agreement, or some portion thereof, if such termination relates to only part of the Site or Project. Termination of this Agreement, in whole or in part, shall not, however, eliminate the rights of Developer to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
Section 9.3. Effect of Termination on City's Obligations. Termination of this Agreement shall eliminate any further obligation of City to comply with this Agreement, or some portion thereof. Termination of this Agreement shall not, h owever, eliminate the rights of City to seek any applicable and available remedies or damag es based upon acts or omissions occurring before termination.
Section 9.4. Survival After Termination. The rights and obligations of the Parties set forth in this Section 9.4, Section 2.8, Section 6.3 , Section 10.3, Section 10.4, Section
10.5, Section 10.7, and Section 10.10, and any righ t or obligation of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
Section 9.5. Criminal Conviction; Termination; Transfer Rights. If Developer, or any owner, officer, director, manager, or person wi th a direct or indirect ownership or controlling interest in Developer, is convicted of a felony or any crime substantially related to the ownership or operation of a cannabis busines s, the City may, in its sole and absolute discretion, terminate this Agreement upon written notice. A “conviction” includes a guilty or nolo contendere plea and is deemed fina l upon entry of judgment, regardless of appeal.
Following such notice, Developer shall have a one h undred and eighty (180) day period to complete a transfer of its interest in this Agre ement and the Project to a transferee approved in advance and in writing by the City. Approval is in the City’s sole and absolute discretion. Any proposed transferee shall undergo a background investigation and meet
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303.3}
all applicable eligibility requirements, including approval by the Chief of Police or designee.
If an approved transfer is not completed within the one hundred and eighty (180) day period, this Agreement shall automatically terminate. Any unapproved transfer is void.
ARTICLE 10
OTHER GENERAL PROVISIONS
Section 10.1. Assignment and Assumption. Developer shall not have the right to sell, assign or transfer all or any part of its rights, t itle, and interests in all or a portion of the Site or Project, subject to or a part of this Agreement, to any person, firm, corporation or entity during the Term of this Agreement without the advance written consent of the City Manager. This assignment prohibition applies to the corporate and business entities of Developer that are a Party to this Agreement. Any a ssignment or transfer prohibited by this Agreement will be considered an immediate brea ch of this Agreement and City may elect to immediately terminate this Agreement. If the City Manager approves an
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303 .3)
assignment or transfer of any interest detailed in this Section 10.1, City and Developer shall execute an "Assignment and Assumption Agreeme nt" in the form attached hereto as Exhibit G.
Section 10.2. Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon the Parties and the ir respective heirs, successors and assigns, representatives, lessees, and all other pe rsons acquiring all or a portion of interest in the Site or Project, whether by operation of law or in any manner whatsoever.
All of the provisions contained in this Agreement s hall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law, including California Civil Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the C annabis Business Project and, as appropriate, runs with the Site and is binding upon Developer.
Section 10.3. Notices. Any notice or communication required hereunder betw een City and Developer must be in writing and may be given e ither personally, by facsimile (with original forwarded by regular U.S. Mail), by regist ered or certified mail (return receipt requested), or by Federal Express, UPS, or other si milar couriers providing overnight delivery. If personally delivered, a notice shall b e deemed to have been given when delivered to the Party to whom it is addressed. If given by facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving Par ty's facsimile machine. Notices transmitted by facsimile after 5:00 p.m . on a normal business day, or on a Saturday, Sunday, or holiday, shall be deemed to have been given and received on the next normal business day. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the fi rst 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 th e United States mail. If given by Federal Express or similar courier, a notice or com munication shall be deemed to have been given and received on the date delivered, as s hown on a receipt issued by the courier. Any Party hereto may at any time, by givin g ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such n otices or communications shall be given to the Parties at their addresses set forth below:
If to City:
and
City of Turlock
156 S. Broadway
Turlock, CA 95380
Attention: City Manager
Katie O. Lucchesi, City Attorney
156 S. Broadway
Turlock, CA 95380
'
{CW082303 .3} DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
If to Developer:
Plan4Dream Investments, LLC
Qingyu Huang
Section 10.4. Governing Law and Binding Arbitration . The validity, interpretation, and performance of this Agreement shall be controlled by and construed pursuant to the laws of the state of California. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enfor cement, interpretation, or validity thereof, including the determination of the scope o r applicability of this Agreement to arbitrate, shall be determined by binding arbitration in Sacramento, California, before one arbitrator. The arbitration shall proceed pursuant to the Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Medi ation Services ("JAMS"). Judgment on the award may be entered in any court having jur isdiction thereof.
Section 10.5. Invalidity of Agreement/Severability. If this Agreement, in its entirety, is determined by an arbitrator or court of competen t jurisdiction to be invalid or unenforceable, this Agreement shall automatically t erminate as of the date of final entry of judgment. If any term or provision of this Agree ment shall be determined by an arbitrator or court of competent jurisdiction to be invalid and unenforceable, or if any term or provision of this Agreement is rendered invalid or unenforceable according to the terms of any federal or state statute, any provisions tha t are not invalid or unenforceable shall continue in full force and effect and shall be cons trued to give effect to the intent of this Agreement. The Parties expressly agree that each Pa rty is strictly prohibited from failing to perform any and all obligations under this Agreement on the basis that this Agreement is invalid, unenforceable, or illegal. By entering into this Agreement, each Party disclaims any right to tender an affirmative defense in any a rbitration or court of competent jurisdiction, that performance under this Agreement is not required because the Agreement is invalid, unenforceable, or illegal.
Section 10.6. Cumulative Remedies . In addition to any other rights or remedies, City and Developer may institute legal or equitable proc eedings to cure, correct, or remedy any default, to specifically enforce any covenant o r agreement herein, or to enjoin any threatened or attempted violation of the provisions of this Agreement. The prevailing Party in any such action shall be entitled to r!3asonable at torneys' fees and costs.
Notwithstanding the foregoing or any other provisio n of this Agreement, in the event of City default under this Agreement, Developer agrees that it may not seek, and shall forever waive any right to, monetary damages against City, but excluding, therefrom, the right to recover any fees or charges paid by Develo per in excess of those permitted hereunder.
Section 10.7. Third Party Legal Challenge. In the event any legal action or special proceeding is commenced by any person or entity cha llenging this Agreement or any associated entitlement, permit, or approval granted by City to Developer for the Cannabis Business Project (collectively, "Project Litigation "), the Parties agree to cooperate with each other as set forth herein. City may elect to t ender the defense of any lawsuit filed and related, in whole or in part, to Project Litigation with legal counsel selected by City.
{CW082303 .3} DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
Developer will indemnify, hold City harmless from, and defend City from all costs and expenses incurred in the defense of such lawsuit, including, but not limited to, damages, attorneys' fees, and expenses of litigation awarded to the prevailing Party or Parties in such litigation. Developer shall pay all litigation fees to City within thirty (30) days of receiving a written request and accounting of such fees and expenses from City.
Notwithstanding the aforementioned, City may request, and Developer will provide to City within seven (7) days of any such request, a deposit to cover City's reasonably anticipated Project Litigation fees and costs.
Section 10.8. 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 Site is and shall be conclusi vely 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 s uch person acquired an interest in the Site and all rights and interests of such person in the Site shall be subject to the terms, requirements, and provisions of this Agreement.
Section 10.9. Statute of Limitations and Laches. City and Developer agree that each Party will undergo a change in position in detrimental reliance upon this Agreement from the time of its execution and subsequently. The Parties agree that Section 65009(c)(1)(D) of the California Government Code, which provides f or a ninety (90) day statute of limitations to challenge the adoption of this Agree ment, is applicable to this Agreement.
In addition, any person who may challenge the validity of this Agreement is hereby put on notice that, should the legality or validity of thi s Agreement be challenged by any third party in litigation, which is filed and served more than ninety (90) days after the execution of this Agreement, City and Developer shall each assert the affirmative defense of laches with respect to such challenge, in addition to all other available defenses. This Section in no way limits the right of a Party, claiming that the other Party breached the terms of this Agreement, to bring a claim against the other Party within the four (4) year statute of limitations set forth in Section 337 of the California Civil Code.
Section 10.10. Joint and Several Liability. Developer shall be jointly and severally liable for any amount due under this Agreement, and any breach of this Agreement or failure to pay by one Party shall also constitute a breach of this Agreement by the other Party. Developer agrees that City may impose a lien and seek foreclosure on any parcel of the Site due to any default by Developer.
Section 10.11. Change in State Regulations. In no event shall Developer operate the Cannabis Business Project in violation of the Agreement, or State Cannabis Regulations, as may be amended from time to time.
Section 10.12. Standard Terms and Conditions.
(a) Venue. Venue for all legal proceedings shall be the JAMS Resolution Center in Sacramento, California.
{CW082303 .3} DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
(b) Waiver. A waiver by any Party of any breach of any term, covenant, or condition herein contained or a waiver of any right or remedy of such Party available hereunder, at law or in equity, shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition herein contained or of any continued or subsequent right to the same right or remedy. No Party shall be deemed to have made any such waiver unless it is in writing and signed by the Party so waiving. (c) Completeness of Instrument. This Agreement, togethe r 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, no Party to this A greement shall be liable for any representations made, express or implied.
(d) Supersedes Prior Agreement. It is the intention of the Parties hereto that this Agreement shall supersede any prior agreements , discussions, commitments, or representations, written, electronic, or oral, between the Parties hereto with respect to the Site or Cannabis Business Project.
(e) Captions. The captions of this Agreement are for co nvenience 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) Number and Gender. In this Agreement, the neuter ge nder includes the feminine and masculine, and the singular includes t he plural, and the word "person" includes corporations, partnerships, firms, or asso ciations, wherever the context requires. (g) Mandatory and Permissive. "Shall" and "will" and "a grees" are mandatory. "May" or "can" are permissive.
(h) Term Includes Extensions. All references to the Ter m of this Agreement shall include any extensions of such Term.
(i) Counterparts. This Agreement may be executed simult aneously, and in several counterparts, each of which shall be deemed an original, but which together shall constitute one and the same instrument.
G) Other Documents. The Parties agree that they shall cooperate in good faith to accomplish the objectives of this Agreemen t and, to that end, agree to execute and deliver such other instruments or documents as may be necessary and convenient to fulfill the purposes and intentions of this Agre ement. (k) Time is of the Essence. Time is of the essence in this Agreement in each covenant, term, and condition herein.
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303.3)
'• l!
(I) Authority. All Parties to this Agreement warrant an d represent that they have the power and authority to enter into this Agr eement and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or firms and that all former requirements necessary or required by state or fede ral law in order to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, no Party hereto shall have breached the terms or condi tions of any other contract or agreement to which such Party is obligated, which s uch breach would have a material effect hereon.
(m) Document Preparation. This Agreement will not be construed against the Party preparing it but will be construed as if prepared by all Parties. (n) Advice of Legal Counsel. Each Party acknowledges th at it has reviewed this Agreement with its own legal counsel and, base d upon the advice of that counsel, freely entered into this Agreement.
(o) Attorneys' Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or in terpret provisions of this Agreement, the prevailing Party shall be entitled to reasonable at torneys' fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be enti tled. (p) Calculation of Time Periods. All time referenced in this Agreement shall be calendar days, unless the last day falls on a le gal holiday, Saturday, or Sunday, in which case the last day shall be the next business day.
SIGNATURES ON FOLLOWING PAGE
DEVELOPMENT AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
{CW082303.3)
IN WITNESS WHEREOF , this Agreement has been entered into by and betwe en Developer and City as of the Effective Date of the Agreement, as defined above.
“CITY”
CITY OF TURLOCK, a
California municipal corporation
By:
Christopher Fisher
Acting City Manager
Dated:
Attest:
By: ___________________________
Nichole Fiez
City Clerk
Approved to as Form
By___________________________
Katie O. Lucchesi
City Attorney
“DEVELOPER”
Plan4Dream Investments, LLC, a California
limited liability company
By: ________________________________
Qingyu Huang
Its: _____________________________
Managing Member
Dated:
California All-Purpose Acknowledgment
State of California )
)
County of )
On , before me , a 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/sh e/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) ac ted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws o f the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
(Signature)
(Seal)
A nota ry p ubl ic or other off icer com pleti ng th is ce rtifi cate verifies o nly the i denti ty of t he in dividu al who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
California All-Purpose Acknowledgment
State of California )
)
County of )
On , before me , a 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/sh e/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) ac ted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws o f the State of California that the foregoing paragraph is true and correct.
Witness my hand and official seal.
(Signature)
(Seal)
A nota ry p ubl ic or other off icer com pleti ng th is ce rtifi cate verifies o nly the i denti ty of t he in dividu al who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
Exhibit A
LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Stanislaus, City of Turlock and described as follows:
Parcel A as shown on the Parcel Map filed for record February 27, 2019 in Book 57 of Parcel Maps, at Page 91 Stanislaus County Records, more pa rticularly described as follows:
Beginning at the southerly corner of D Street and Fifth Street at the North corner of said Parcel A; thence South 41°58'00" East a distance of 350.00 feet along the Southwesterly right-of-way line of Fifth Street; thence South 48°01'46" West a distance of 300.00 feet; thence North 41°58'00" West a distance of 70 .00 feet; thence South 48°01'46" West a distance of 63.25 feet; thence North 41°58'00" West a distance of 280.00 fe et to the Southeasterly right-of-way line of D Street; thence North 48°01'46 East a distance of 363.25 feet along said D Street right-of-way line to the Point of Beginning of this description.
Containing 2.82 Acres, more or less. Subject to all easements and rights-of-way of record.
APN: 043-018-016
Exhibit B
Cannabis Business Project Site Map
NOTICE OF NON-PERFORMANCE PENALTY
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
Exhibit C
Site Deed
NOTICE OF NON-PERFORMANCE PENALTY
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
NOTICE OF NON-PERFORMANCE PENALTY
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
Exhibit D
Notice of Non-Performance Penalty
DATE: _________________, 2026
PARTIES: CITY OF TURLOCK
156 S Broadway
Turlock, CA 95380
Attention: City Manager
DEVELOPER
Plan4Dream Investments, LLC
________________
________________
Attention: Qingyu Huang, Managing Member
THIS NOTICE OF NON-PERFORMANCE PENALTY (“Penalty Notice”) is being executed by the City of Turlock, a California munic ipal corporation (“City”), with reference to the following.
A. By Instrument No. _____________, which was recor ded in the Official Records of Stanislaus County, California, on ________________, 2019, City recorded a development agreement between City andPlan4Dream Investments, LLC. (“Developer”), dated ______________, 2019 (the “Development Agreement”), relating to the deve lopment and operation of a cannabis business.
B. Pursuant to Section 4.2 of the Development Agree ment, Developer agrees to pay to City a Public Benefit on the first business day of each mo nth during the Term of the Development Agreement.
C. On ________, 20__, the Public Benefit was due to City by Developer. City did not receive payment.
D. Pursuant to Section 4.5 of the Development Agree ment, if Developer fails to make payment when it is due, City may impose a penalty of ten pe rcent (10%) of the total of the past due amounts (“Penalty”). As of ____________, 20__, the past due amount equals $_________.
The Penalty owed by Developer equals $____________ (“Penalty Amount”).
E. Pursuant to Section 4.5 of the Development Agree ment, Developer shall make payment of the Penalty Amount in a single installment due within f ifteen (15) days of delivery of this Penalty Notice (“Penalty Due Date”).
NOTICE OF NON-PERFORMANCE PENALTY
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
F. Pursuant to Section 4.6 of the Development Agree ment, if Developer fails to pay the Penalty Amount before the Penalty Due Date, then, in additi on to the Penalty Amount specified in subdivision (D), Developer shall pay City interest on the Penalty Amount, at the rate of eighteen percent (18%) per annum (“Penalty Interest Payment”), computed from the Penalty Due Date specified in subdivision (E). The Penalty Interest Payment is due fifteen (15) days following delivery of the Penalty Due Date. As of ___________ _, 20__, the Penalty Interest Payment amount equals $_________.
G. Nothing contained herein shall constitute a waiv er of City’s future claims for the Public Benefit, Penalty, or interest on the Penalty.
NOW, THEREFORE, City hereby provides Developer the Penalty Notice required by Section 4.5 of the Development Agreement. This Penalty Notice shall be effective upon notice pursuant to Section 10.3 of the Development Agreement.
CITY OF TURLOCK,
a California municipal corporation
By:
City Manager
{CW082303 .3)
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
Exhibit E
INDEMNITY AGREEMENT FOR LAND
USE ENTITLEMENT PROCESSING
THIS INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT
PROCESSING ("Agreement") is made and entered into on this ____ day of ______, 2026, ("Effective Date") by and between the City of Turlo ck, a California municipal corporation ("City") and Plan4Dream Investments, LLC, a California limited liability company ("Applicant").
City and Applicant may be referred to herein indivi dually as a "Party" or collectively as the "Parties". There are no other parties to this Agreement.
RECITALS
A. In 1996, the people of the state of California appr oved Proposition 215, the Compassionate Use Act of 1996 ("CUA"). The CUA enables seriously ill Californians to legally possess, use, and cultivate marijuana for medical use under state law. In 2003, the California Legislature adopted Senate Bill 420 , entitled the Medical Marijuana Program ("MMP"), which authorizes qualified patients and their primary car egivers to cultivate marijuana for medical purposes without being subject to criminal prosecution under the California Penal Code.
B. On October 9, 2015, Governor Jerry Brown signed thr ee bills into law (Assembly Bill 266, Assembly Bill 243, and Senate Bill 643) which are collectively referred to as the Medical Cannabis Regulation and Safety Act ("MCRSA"). MCRSA establishes a statewide regulatory system for the cultivation, processing, transportation, testing, manufacturing, and distribution of medical marijuana to qualified patients and their primary caregivers.
C. On November 8, 2016, California voters passed Proposition 64, the Adult Use of Marijuana Act ("AUMA"). AUMA legalizes the cultivation, commercial sale, and possession of recreational cannabis for adults age 21 and older.
D. On June 27, 2017, Governor Jerry Brown signed into law the Medicinal and Adult-Use Cannabis Regulation and Safety Act ("MAUC RSA"), which created a single regulatory scheme for both medicinal and adult-use cannabis businesses. MAUCRSA retains the provisions in the MCRSA and AUMA that granted l ocal jurisdictions control over whether businesses engaged in commercial cannabis activity may operate in a particular jurisdiction.
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
E. On December 7, 2017, California state cannabis lice nsing authorities issued emergency regulations that apply to AUMA and MAUCRA and further regulate businesses engaged in commercial cannabis activity.
F. Turlock Municipal Code ("T.M.C.") Chapter 5.21 auth orizes cannabis businesses to operate within the City under specifi ed restrictions pursuant to a Cannabis Program.
G. Applicant intends to improve, develop, and use real property to operate a cannabis business (the "Project") within the City in strict compliance with MAUCRSA and T.M.C. chapter 5.60.
H. Applicant has an agreement to purchase that certain real property located at 600 D Street in the City of Turlock, identified as Stan islaus County Assessor's Parcel Number 043- 018-016 (the "Project"). Applicant intends to improve approximately 98,770 square feet of space and operate the Project on the Property.
I. As a condition of approval of the Land Use Entitlem ents, City has required Applicant to enter into this Agreement.
J. It is in the public interest for City and Applicant to enter into this Agreement, as Applicant will benefit from City's processing of the Project.
K. Applicant desires to enter into this Agreement to fulfill a condition of approval of the Project, which is a prerequisite for construction of the Project.
AGREEMENT
NOW, THEREFORE, in consideration of the promises, covenants and agreements set forth below, the Parties agree as follows:
Section 1. Recitals. The recitals set forth above ("Recitals") are true and correct and are hereby incorporated into and made part of this Agre ement by this reference. In the event of any inconsistency between the Recitals and Sections 1 through 19 of this Agreement, Sections 1 through 19 shall prevail.
Section 2. Applicant's Indemnification Obligation s.
2.1. Indemnification for Land Use Entitlements. To the fullest extent permitted by law, Applicant shall indemnify, and hold harmles s City and its agents, elected and appointed officials, officers, employees, and volunteers (collectively, "City's Agents") from any and all liability arising out of a claim, action, or proceeding against City, or City's Agents, to attack, set aside, void , or annul, an approval concerning the Land Use
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
Entitlements by reason of the action or inaction of City, or City's Agents. Applicant's duty to indemnify and hold harmless shall not extend to any claim, action or proceeding arising from the gross negligence or willful misconduct of City, or City's Agents.
Applicant's obligations under this Agreement to indemnify City shall apply to any claim, lawsuit or challenge against City brought against the Project, specifically including, but not limited to, any legal challenge based on the California Environ mental Quality Act, codified in California Public Resources Code section 21000 et seq.; action s or proceedings brought to challenge the validity of environmental documents prepared in conjunction with the approval of the Project or Land Use Entitlements, or the requirements of any other federal, state, or local laws, including, but not limited to, general plan, specific plan, and zoning requirements.
2.2. Tender of Defense. Upon receiving notice of a claim and pursuant to Ar ticle 6 of the Land Use Entitlements, Applicant shall ass ume the defense of the claim, action, or proceeding through the prompt payment of all attorneys' fees and costs, incurred in good faith and in the exercise of reasonable discretion, of Ci ty's counsel in defending such an action.
Regardless of whether Applicant chooses to defend City pursuant to Section 6.4 of the Land Use Entitlements, City shall have the absolute and sole authority to control the litigation and make litigation decisions, including, but not limit ed to, selecting counsel to defend City and settlement or other disposition of the matter.
2.3. Deposit for Costs. Applicant shall make a refundable deposit to City w ithin thirty (30) days of written notification from City ("Cost Deposit"), to cover the estimated fees and costs associated with City's defense of any cla im, action or proceeding. Applicant shall make any and all additional payments to City to replenish the Cost Deposit within thirty (30) days of written notice from City.
2.4. Failure to Indemnify; Waiver. Failure to indemnify City, when required by this Agreement, shall constitute a material breach of th is Agreement and of the Land Use Entitlements, which shall entitle City to all remed ies available under law including, but not limited to, specific performance and damages. Failu re to indemnify shall constitute grounds upon which City may rescind its approval of the Land Use Entitlements. Applicant's failure to indemnify City shall be a waiver by Applicant of an y right to proceed with the Project, or any portion thereof, and a waiver of Applicant's right to file a claim, action or proceeding against City or City's Agents based on City's rescission or revocation of the Land Use Entitlements, or City's failure to defend any claim, action or pr oceeding based on Applicant's failure to indemnify City.
2.5. Satisfaction of Judgment. With respect to any claims, demands, acts, causes of action, damages, costs, expenses, settlements, l osses or liabilities which Applicant has indemnified City against, Applicant shall pay and s atisfy any judgment, award, settlement or decree that may be rendered or agreed against City and City's Agents arising out of any final, non-appealable judicial or administrative action.
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
" .
2.6. Payment of Costs and Fees . Applicant's obligations under this Agreement to defend and indemnify City shall include, but not be limited to, payment of all court costs and attorneys' fees, all litigation-related costs, all costs of any judgments or awards against City, or all settlement costs which arise out of City's processing or approval of the Project.
2.7. Continuing Obligation. Applicant shall be and remain personally obligated to all of the terms of this Agreement, notwithstand ing any attempt to assign, delegate or otherwise transfer all or any of the rights or obligations of this Agreement, and notwithstanding a change in or transfer of ownership of the real property upon which the Project is located (or any interest therein). However, Applicant may be re leased from such obligations if Applicant obtains City's prior written consent to such transfer, which consent shall not be unreasonably withheld.
Section 3. City's Obligations. City shall notify Applicant of any claim, action or proceeding within ten (10) business days of receiving service of any claim, action or proceeding. If City fails to notify Applicant of any claim, action, or proceeding, Applicant shall not, thereafter, be responsible to defend, indemnify, or hold City harmless. City shall have and retain, in its sole discretion, the right to not participate in the defense of any claim, action, or proceeding. At its sole discretion, City may participate at its own expense in the defense, but such participation shall not relieve Applicant of any obligation imposed by this Agreement.
Section 4. Notice. Any notice or communication required hereunder betw een City and Applicant must be in writing and may be given eithe r personally, by facsimile (with original forwarded by regular U.S. Mail), by registered or c ertified mail (return receipt requested), or by Federal Express, UPS or other similar couriers p roviding overnight delivery. If personally delivered, a notice shall be deemed to have been gi ven when delivered to the Party to whom it is addressed. If given by facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving Party's facsimile machine. Notices transm itted by facsimile after 5:00 p.m. on a normal business day, or on a Saturday, Sunday or ho liday, shall be deemed to have been given and received on the next normal business day. If given by registered or certified mail, such notice or communication shall be deemed to hav e been given and received on the first to occur of (a) actual receipt by any of the addressees designated below as the Party to whom notices are to be sent, or
(b) five (5) days after a registered or certified l etter containing such notice, properly addressed, with postage prepaid, is deposited in th e United States mail. If given by Federal Express or similar courier, a notice or communicati on shall be deemed to have been given and received on the date delivered as shown on a re ceipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days wri tten notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or commu nications shall be given to the Parties
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
at their addresses set forth below:
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
If to City:
and
If to Developer :
City of Turlock 156 S.
Broadway
Turlock, CA 95380 Attention:
City Manager
156 S. Broadway
Turlock, CA 95380 Attention:
City Attorney
Plan4Dream Investments, LLC
Attention: Qingyu Huang
Section 5. Modification of Agreement. This Agreement may be supplemented, amended, or modified only by a writing signed by City and Ap plicant.
Section 6. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the Parties pertaining to the action and supersedes all other prior or contemporaneous o ral or written understandings and agreements of the Parties. No Party has been induced to enter into this Agreement by, nor is any Party relying on, any representation or warrant y except those expressly set forth in this Agreement.
Section 7. Agreement is Voluntary. The Parties acknowledge that they have entered into this Agreement voluntarily, on the basis of their own judgment and without coercion, and not in reliance on any promises, representations, or st atements made by the other Party other than those contained in this Agreement. This Agreem ent incorporates the entire understanding of the Parties and recites the sole c onsideration of the promises and agreements contained within it. The Parties have read this Agreement and are fully aware of its contents and legal effect.
Section 8. Time of Essence. Time is of the essence for this Agreement, and each section contained within this Agreement is made and declare d to be a material, necessary, and essential part of this Agreement.
Section 9. Severability of Agreement. If a court or an arbitrator of competent jurisdicti on holds any section of this Agreement to be illegal, unenforceable, or invalid for any reason, the validity and enforceability of the remaining sectio ns of this Agreement shall not be affected.
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
Section 10. Authority. All Parties to this Agreement warrant and represent that they have the power and authority to enter into this Agreemen t, and the names, titles, and capacities herein stated on behalf of any entities, persons, states, or firms represented or purported to be represented by such entities, persons, states, or f irms and that all former requirements necessary or required by state or federal law in or der to enter into this Agreement had been fully complied with. Further, by entering into this Agreement, neither Party hereto shall have breached the terms or conditions of any other contr act or agreement to which such Party is obligated, which such breach would have a material effect hereon.
Section 11. Noninterference. No Party will do anything to interfere with or inhibit the ability of the other to comply with their respective obliga tions under the terms of this Agreement.
Section 12. Ambiguities. Each Party has participated fully in the review and revision of this Agreement. Any rule of construction that ambiguitie s are to be resolved against the drafting Party does not apply in interpreting this Agreement .
Section 13. Headings . The headings in this Agreement are included for convenience only, and neither affect the construction or interpretation of any section in this Agreement nor affect any of the rights or obligations of the Parties to this Agreement.
Section 14. Necessary Acts and Further Assurances . The Parties shall, at their own cost and expense, execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement. The Parties will act in good faith to carry out the intent of this Agreement.
Section 15. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California .
Section 16. Venue. Venue for all legal proceedings shall be in the Sup erior Court of the State of California in and for the County of Stanis laus.
Section 17. Attorney's Fees and Costs. If any action at law or in equity, including action for declaratory relief, is brought to enforce or in terpret sections of this Agreement, the prevailing Party shall be entitled to reasonable at torney's fees and costs, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which such Party may be entitle d.
Section 18. Waiver. No covenant, term, or condition, or the breach thereof, shall be deemed waived, except by written consent of the Party agai nst whom the waiver is
{CW082303.3}
INDEMNITY AGREEMENT FOR LAND USE ENTITLEMENT PROCES SING CITY OF TURLOCK AND PLAN4DREAM INVESTMENTS, LLC
Exhibit E
claimed, and any waiver of the breach of any covenant, term, or condition shall not be deemed to be a waiver of any preceding or succeeding breach o f the same or any other covenant, term, or condition.
Section 19. Counterparts. This Agreement may be executed in counterparts and all so executed shall constitute an agreement which shall be binding upon the Parties hereto, notwithstanding that the signatures of all Parties and Parties' designated representatives do not appear on the same page.
[SIGNATURE PAGE TO FOLLOW]
{CW082303 .3}
ASSIGNMENT AND ASSUMPTION AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
IN WITNESS THEREOF, the Parties have executed this Agreement on the day, month and year first above written.
Exhibit F Notice of
APPLICANT
Plan4Dream Investments, LLC
By: _____________________________
Qingyu Huang
Its: _____________________________
Managing Member
Date: ___________________________
Plan4Dream Investments, LLC
By: ___________________________
Its: ___________________________
Managing Member
Date: _________________________
CITY
City of Turlock, a California municipal
corporation
By: ____
Gary Hampton, City Manager
Date:
APPROVED AS TO FORM:
By: _____
Katie O. Lucchesi, City Attorney
{CW082303 .3}
ASSIGNMENT AND ASSUMPTION AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
Termination
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
156 S Broadway
Turlock, CA 95380
Plan4Dream Investments, LLC
_________________
________________
Attention: Qingyu Huang, Managing Member
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 recor ded in the Official Records of Stanislaus County, California, on ________________, 2019, City recorded a development agreement between City and ______________, dated ______________, 2019 (the “Development Agreement”), relating to the development and operation of a cannabis business.
B. Pursuant to Sections 1.7 and 9.1 of the Developm ent Agreement, the term of the Development Agreement expires five (5) years from _______, 2019, on __________, 20____.
C. Pursuant to Section 9.1 of the Development Agree ment, 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
RECORDING REQUESTED BY AND WHEN
RECORDED RETURN TO:
City of Turlock
156 S Broadway
Turlock, CA 95380
Attention: City Clerk
{CW082303 .3}
ASSIGNMENT AND ASSUMPTION AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
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 G
{CW082303 .3}
ASSIGNMENT AND ASSUMPTION AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
Assignment and Assumption Agreement
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 Plan4Dream Investments, LLC, a California limited liability co mpany ("Assignor") and , a
("Assignee").
RECITALS
A. On , 20_, Assignor and the City of Turlock (the "City") entered into that certain agreement entitled "Devel opment Agreement by and between the City of Turlock, a California municipal corporation and Plan4Dream Investments, LLC, a California limited liability company, relating to the improvement, development, and use of real property to operate a cannabis business (the "Development Agreement"), originally recorded upon Stanislaus County Assessor's Parcel Number 043 -018-016 (the "Property").
B. Section 10.1 of the Development Agreement prohib its 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 R ights") 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 approp riate 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. T his Agreement is intended to meet the requirements of Section 10.1 of the Development Agr eement for an Assignment and Assumption Agreement and is executed with the conse nt of the City Manager as contemplated in the Development Agreement.
Attention: Ci!Y_Clerk
{CW082303 .3}
ASSIGNMENT AND ASSUMPTION AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
�, '.
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 A ssignable Rights of Assignor under the Development Agreement.
3. Assignee hereby assumes all of the burdens and o bligations of Assignor under the Development Agreement and agrees to observe and fully perform all of the duties and obligations of Assignor under the Development Agree ment, and to be subject to all the terms and conditions thereof, with respect to the Propert y 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.
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 rev iewed and is familiar with the terms and conditions of the Development Agreement. Assignee acknowledges that the Assignable Rights are as set forth in Section 10.1 of the Development Agreement, and the duties of Assignor thereunder and the duties of Ass ignee hereunder, as between Assignee and City, shall be without reference to any underly ing 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]
{CW082303 .3}
ASSIGNMENT AND ASSUMPTION AGREEMENT
CITY OF TURLOCK AND PLAN4DREAM
INVESTMENTS, LLC
>
j.
ASSIGNOR ASSIGNEE
Plan4Dream Investments,
LLC, a California limited
liability company
City of Turlock, a California municipal
corporation
By: _
Qingyu Huang
Its: Managing Member
Date:
By: _
Gary Hampton, City Manager
Date:
APPROVED AS TO FORM:
By:
Katie O. Lucchesi,
City Attorney
City Council Staff Report
May 26, 2026
From: Adrienne Werner, Development Services Director
Prepared by: Tania Hernandez, Assistant Planner
Agendized by: Christopher Fisher, Acting City Manager
1. ACTION RECOMMENDED:
Confirmation: City Clerk confirms: a) Proof of Publication of Notice of Public Hearing; b) Signed Waiver and Consent; c) Completed and signed ballot; and d) Signed Certificate of Clerk Regarding Receipt of Property Owner Waiver and Consent Form and Ballot Declaring Election Results
Resolution: Calling a Special Mailed-Ballot Election respecting proposed Annexation 41 to existing Community Facilities District Number 2 (Services Mitigation)
Resolution: Declaring the results of the Mailed-Ballot Election respecting proposed Annexation 41 to existing Community Facilities District Number 2 (Services Mitigation)
2. NARRATIVE:
In October 2004, the City completed a Fiscal Impact Analysis of new residential development on General Fund–supported services including police, fire, park maintenance, and planning. The analysis determined that General Fund revenues were insufficient to maintain both existing service levels and those envisioned in the General Plan. In response, the City Council adopted Resolution No. 2004-189, requiring that all new residential development not otherwise entitled under existing zoning be annexed into a Community Facilities District (CFD), commonly referred to as a Mello-Roos District, as a condition of project approval.
On October 26, 2004, the City Council established Turlock Community Facilities District No. 2 (CFD #2) to generate additional General Fund revenue through a special tax levied on residential properties. CFD #2 was phased in over a ten-year period. In 2013, the City Council authorized the retention of Economic Planning Systems, Inc. to evaluate the adequacy of the CFD #2 tax under then-current economic and fiscal conditions. The study concluded that the existing tax rates were sufficient to mitigate the public service impacts associated with new residential development. Concurrently, the City Council adopted an ordinance establishing policies and procedures governing annexation into CFD #2. Under this ordinance, any residential project within the City limits that could result in the development of one or more dwelling units—and that requires approval of a parcel map, subdivision map, General Plan amendment, rezone, planned development, area-wide plan, annexation, or discretionary permit pursuant to applicable provisions of the Turlock Municipal Code—must mitigate increased demand on public services (including police, fire, and park maintenance) by annexing into CFD #2.
Annexation No. 41
Agenda Staff Report
5/26/2026
Annexation No. 41 proposes to annex one residential parcel into CFD #2. Vesting Tentative Parcel Map 2026-02 authorized the subdivision of a one-acre parcel located at 1143 9th Street (Stanislaus County Assessor’s Parcel No. 043-011-016) into three individual residential parcels. Annexation to CFD #2 is a required condition of approval for the parcel map.
The annexation process is conducted over two City Council meetings. The first meeting was on April 14, 2026, where City Council adopted Resolution No. 2026-032, a resolution of intention. This meeting, which is the second and final meeting, includes the public hearing and property owner election. Because fewer than 12 registered voters reside within the proposed annexation area, the election may be held immediately following the public hearing. A certificate confirming that 12 or fewer registered voters reside within the annexation area has been filed with the City Clerk, as required by law.
The services funded by CFD #2—police, fire, and park maintenance—remain consistent with those identified at the time of the district’s formation.
3. FISCAL IMPACT / BUDGET AMENDMENT:
Annexation into CFD #2 will generate additional revenue to support General Fund-supported services. The special taxes on dwellings annexed into CFD #2 are not levied until the issuance of a Certificate of Occupancy for the dwelling. Accordingly, revenue generation is directly tied to the timing of development and occupancy.
For Fiscal Year 2025–2026, the annual special tax is $595 per multifamily unit and $760 per single-family unit. The special tax is subject to an annual 2% escalation, as established in the Rate and Method of Apportionment.
4. ENVIRONMENTAL DETERMINATION:
This action has been reviewed per the authority and criteria contained in the California Environmental Quality Act (CEQA), the State and local CEQA Guidelines, and the City's environmental regulations. The City, acting as the Lead Agency, determined that the recommended action is not subject to CEQA pursuant to Sections 15060(c)(2), 15060(c)(3), and 15061(b)(3) of the State CEQA Guidelines, because it will not result in a direct or reasonably foreseeable indirect physical change to the environment as there is no possibility that the action would result in a significant environmental impact, and because it does not constitute a “project” as defined in Section 15378 of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3.
5. ALTERNATIVES:
1. Decline to adopt the Resolution Calling for the Special Mailed-Ballot Election to annex the subject property into CFD #2. City staff does not recommend this option, as CFD #2 provides funding for public safety and park maintenance services that would otherwise need to be supported by the General Fund.
2. Defer the annexation proceedings to a later date. City staff does not recommend this option because annexation into CFD #2 is a condition of the parcel map approval. Delaying
Agenda Staff Report
5/26/2026
the process increases the risk that the property will not be annexed, as the parcel map must be recorded within a specified timeframe once all requirements are satisfied. After recordation, annexation may become more difficult particularly if multiple property owners are involved.
6. ATTACHMENTS:
1. Resolution Calling for Election for CFD 2 Annexation 41
2. Resolution Declaring Election Results for CFD 2 Annexation 41
3. CFD 2 Annexation 41 Boundary Map
4. Special Ballot for Annexation 41
5. Waiver and Consent for Annexation 41
BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF CALLING A SPECIAL, } RESOLUTION NO. 2026- MAILED-BALLOT ELECTION AND DECLARING }
THE RESULTS OF THE MAILED BALLOT }
ELECTION RESPECTING PROPOSED ANNEXATION }
NUMBER 41 FOR THE PROPERTY LOCATED AT }
1143 9TH STREET, STANISLAUS COUNTY }
APN 043-011-016 TO EXISTING COMMUNITY }
FACILITIES DISTRICT NUMBER 2 }
(SERVICES MITIGATION) }
________________________________________ ____
WHEREAS, reference is made to the Resolution Declaring Intention to Order Annexation Number 41 (henceforth referred to as “the Resolution of Intention”), adopted by the City of Turlock City Council (Council) on April 14, 2026, to annex the SUBJECT PROPERTY, located at 1143 9 th Street, Stanislaus County Assessor’s Parcel 043-011- 016, as shown on the attached maps (Attachment 1) to the Existing Community Facilities District No. 2 (Services Mitigation) for the description of the petition received from the owner of the SUBJECT PROPERTY which the Owner is requesting be annexed to the existing Community Facilities District No. 2 (Services Mitigation) (“CFD No. 2”); and
WHEREAS, the City of Turlock City Council scheduled this same date as the date for the public hearing with respect to the proposed annexation of the SUBJECT PROPERTY located at 1143 9 th Street, Stanislaus County Assessor’s Parcel 043-011- 016, (the “Proposed Annexation”); and
WHEREAS, on this same date, at the time set for the public hearing by the Resolution of Intention, the City of Turlock City Council conducted the public hearing, and at the close of the public hearing the City of Turlock City Council determined that a majority protest under Section 53824 of the Government Code was not made at the hearing; and
WHEREAS, in order to proceed with the Proposed Annexation, as provided by the Resolution of Intention, the matter must be submitted to an election of the qualified electors in the territory of the SUBJECT PROPERTY, as provided in the form of special election ballot attached hereto as Exhibit A and by this reference incorporated herein; and
WHEREAS, a Certificate Regarding Registered Voters and Landowners (the “Certificate”) has been filed with the City Clerk (the “Clerk”), certifying that at no time during the ninety days preceding the close of the protest hearing on this date, were there ever any persons registered to vote within the territory of the SUBJECT PROPERTY, with the result that, pursuant to Section 53826 of the Government Code, the qualified electors for the proposed special election shall be the Owners.
Resolution No. 2026-
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Turlock as follows:
1. The City of Turlock City Council finds and determines that the foregoing recitals are true and correct.
2. The City of Turlock City Council accepts the Certificate heretofore filed in these proceedings and finds, in accordance therewith, that there presently are, and at all times during the ninety days just past there have been not been any registered voters residing within the boundaries of SUBJECT PROPERTY 1143 9 th Street, Stanislaus County APN 043-011-016.
Accordingly, under Section 53826 of the Government Code, the qualified electors for the proposed special election shall be the Owners.
3. The City of Turlock City Council further finds and determines that the Owners are the sole landowner of record of the SUBJECT PROPERTY and that the Certificate correctly sets forth the amount of PROPERTY owned by the Owner, the number of votes to which the Owner is entitled pursuant to said Section 53826 being said number of acres rounded up to the nearest whole integer.
4. The City of Turlock City Council further finds and determines that an authorized representative of the Owner has filed with the Clerk (a) the special election ballot pertaining to the SUBJECT PROPERTY and (b) waiver and consents, by which the time limits and related requirements respecting preparation and distribution of election materials are waived.
5. Pursuant to Sections 53826 and 53851 of the Government Code, the City of Turlock City Council hereby calls an election, to be held and conducted forthwith upon adoption of this resolution, and sets this same date as the election date. Pursuant to Section 53826 of the Government Code, the election shall be conducted by mailed ballot; provided that personal service of the ballot is permitted under the terms of the waiver and consent on file with the Clerk and shall therefore be permitted and ratified.
The action of the Clerk in having made personal service of the ballot, in the form of Exhibit A, to the Owner is hereby ratified.
6. The measure to be submitted to the qualified electors of the SUBJECT PROPERTY shall be as set forth in Exhibit A.
7. The Clerk, having received the only eligible ballot prior to adoption of this resolution, shall immediately close the election and declare the results of the City Council.
8. This resolution shall take effect from and after its adoption.
Resolution No. 2026-
PASSED AND ADOPTED at a meeting of the City Council of the City of Turlock this 26th day of May 2026, by the following vote:
AYES:
NOES:
NOT PARTICIPATING:
ABSENT:
ATTEST:
__________________________
_
Nicole Fiez, City Clerk
City of Turlock, County of
Stanislaus
State of California
BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
IN THE MATTER OF DECLARING THE } RESOLUTION NO. 2026-
RESULTS OF MAILED-BALLOT ELECTION }
RESPECTING PROPOSED ANNEXATION }
NUMBER 41 FOR THE PROPERTY LOCATED AT }
1143 9TH STREET, STANISLAUS COUNTY }
APN 043-011-016 TO EXISTING COMMUNITY }
FACILITIES DISTRICT NUMBER 2 ]
(SERVICES MITIGATION) }
WHEREAS, on this date, at the time set for the public hearing in the matter of annexing the SUBJECT PROPERTY located 1143 9 th Street, Stanislaus County Assessor’s Parcel 043-011-016, as shown on the attached map (Attachment 1) to Community Facilities District No. 2 (Services Mitigation) (“CFD No. 2”) by its Resolution Declaring Intention to Order Annexation No. 41 to Existing Community Facilities District No. 2, the City of Turlock City Council conducted the public hearing, and at the close of the public hearing, the City of Turlock City Council determined that a majority protest under Section 53339.6 of the Government Code was not made at the hearing; and
WHEREAS, at the conclusion of the public hearing, the City of Turlock City Council adopted its Resolution Calling Special Mailed-Ballot Election Respecting Proposed Annexation No. 41 to Existing Community Facilities District No. 2 (Services Mitigation) pursuant to Section 53339.7 of the Government Code; and
WHEREAS, by said resolution calling the election, the two questions of annexing the SUBJECT PROPERTY and levying a special tax as previously authorized for PROPERTY within CFD No. 2 were combined into a single ballot measure pursuant to Section 53353.5 of the Government Code, as provided in the form of special election ballot attached thereto as Exhibit A; and
WHEREAS, a Certificate of Clerk regarding Receipt of PROPERTY Owner Waiver and Consent Form and Ballot and Declaring Election Results, dated this same date (the “Clerk’s Certificate”), executed by the City Clerk (the “Clerk”), has been filed with the City of Turlock City Council, certifying that a completed ballot has been returned to the Clerk for the sole landowner-voter eligible to cast a ballot in said special election, with all votes cast as “Yes” votes in favor of the ballot measure, and further certifying on said basis that the special mailed-ballot election was closed; and
WHEREAS, the City of Turlock City Council has received, reviewed and hereby accepts the Clerk’s Certificate and wishes by this resolution to declare the results of the special mailed-ballot election.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Turlock as follows:
Resolution No. 2026-
1. The City of Turlock City Council finds and determines that the foregoing recitals are true and correct.
2. The City of Turlock City Council hereby finds and determines and declares that the ballot measure submitted to the qualified elector of CFD No. 2 has been passed and approved by that qualified elector in accordance with Sections 53339.8 and 53355 of the Government Code, and the SUBJECT PROPERTY is hereby declared annexed to CFD No. 2 and made subject to the special tax of CFD No. 2 in accordance with the rate and method of apportionment of special tax previously approved for CFD No. 2.
3. The City of Turlock City Council hereby authorizes and directs the Clerk to cause the following:
a. The recordation with the Stanislaus County Recorder (the “County Recorder”) of the map titled “Proposed Boundaries of Annexation No. 41, City of Turlock Community Facilities District No. 2 (Services Mitigation),” which map is on file with the Clerk; and
b. The preparation and recordation with the County Recorder of a notice of special tax lien in accordance with the provisions of Section 3114.5 of the Streets and Highways Code and Section 53328.3 of the Government Code. Said notice shall be recorded in said County Recorder’s office within 15 days of today’s date.
4. This resolution shall take effect from and after its adoption.
PASSED AND ADOPTED at a meeting of the City Council of the City of Turlock this 26th day of May 2026, by the following vote:
AYES:
NOES:
NOT PARTICIPATING:
ABSENT:
ATTEST:
__________________________
_
Nicole Fiez, City Clerk
City of Turlock, County of
Stanislaus State of California
BEING A PORTION OF LOT 44 OF WRIGHT SUBDIVISION,FILED IN VOLUME 1 OF MAPS, PAGE 50, S.C.R., LYING INTHE SOUTHWEST QUARTER OF SECTION 23, T. 5 S., R. 10 E.,M.D.M., CITY OF TURLOCK, COUNTY OF STANISLAUS,STATE OF CALIFORNIACOMMUNITY FACILITIESDISTRICT NO. 2PROPOSED BOUNDARIES OF ANNEXATION NO. 41CITY OF TURLOCKPRELIMINARYCOUNTY RECORDER'S STATEMENTRGD2001000400200 E. LINWOOD AVENUECITY CLERK'S CERTIFICATE
RDGGDR ENGINEERING, Inc.
9th STREETBOXWOOD WAYBAYWOOD LANEAMBERWOOD LANEROCKWOOD AVENUE 5th STREETAMBERWOOD LANEAPN 043-011-01641,625+/- S.F.(0.96+/- ACRES)ENGLISH AVENUEBRICHWOOD WAYELMWOOD COURTROSEWOOD DRIVEIRONWOOD DRIVE CLOVER DRIVEVICINITY MAPSITERGDVICINITY MAPLANDER AVENUE9th STREETBOXWOOD WAYBAYWOOD LANEAMBERWOOD LANEE. GLENWOOD AVENUEROCKWOOD AVENUE STATE ROUTE 99
5th STREET1ST STREET
F STREETSOUTH AVENUE
5TH STREETAMBERWOOD LANE
ENGLISH AVENUEAMBERWOOD LANEBLOSSOM DRIVEFERNWOOD DRIVEE. LINWOOD AVENUELANDER AVENUE8th STREET9th STREET
EXHIBIT A
(Form of Special Election Ballot)
CITY OF TURLOCK
COMMUNITY FACILITIES DISTRICT NO. 2
(SERVICES MITIGATION)
ANNEXATION NO. 41
SPECIAL ELECTION BALLOT
(Mailed-Ballot Election)
This ballot is for the use of the authorized representative of the following owner of land within the City of Turlock Community Facilities District No. 2 (“CFD No. 2”):
According to the provisions of the Mello-Roos Community Facilities Act of 1982, and resolutions of the City Council (the “Council”) of the City of Turlock (the “City”), the above- named landowner is entitled to cast the number of votes shown above under the heading “Total Votes,” representing the total votes for the property owned by said landowner.
In order to be counted, this ballot must be execute d and certified below and be returned to the City Clerk, either by mail or in pe rson, prior to 10:00 A. M. on May 26, 2026 , or as soon thereafter as the matter of the special ele ction for Annexation No. 41 to CFD No. 2 shall be considered by the Council at its meeting on said date, to:
City Clerk
City of Turlock
156 South Broadway Suite 230
Turlock, CA 95380
Mailing by May 26, 2026, will not be sufficient. The ballot must be physic ally received by the Clerk prior to the deadline in order to be counted.
Name of Landowner Number of
Acres Owned
Stanislaus County
APN
Property Address Total Votes
(1 vote/acre or
portion)
Belmonte Investments LLC .96 043-011-016-000 1143 9 th Street, Turlock, CA 95380 1
2 CI
TY OF TURLOCK
COMMUNITY FACILITIES DISTRICT NO. 2
(SERVICES MITIGATION)
ANNEXATION NO. 41
SP
ECIAL ELECTION BALLOT
Pa
ge 2
AN “X” OR OTHER MARK WILL CAST ALL VOTES ASSIGNED TO THIS BALLOT.
BALLOT MEASURE
Shall the City Council of the City of Turlock be
authorized to order the annexation of the property
shown on the map titled “Proposed Boundaries,
Annexation No. 41 to its existing Community Facilities
District No. 2 (“CFD No. 2”) and levy the special tax
previously authorized for CFD No. 2 on said property
to finance authorized services, all as specified in its resolutions pertaining thereto?
MARK “YES” OR “NO”
WITH AN “X”:
YES
NO
Certification for Special Election Ballot
The undersigned is an authorized representative of the above-named landowner and is legally authorized and entitled to cast this ballot on behalf of the above-named landowner.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on , 2026.
[Name of Owner]
By
(Signature)
(Print Name and Title)
In the event this Special Election Ballot is executed in reliance upon an “Appointment of Representative to Execute Waiver and Consent and to Cast Ballot,” a photocopy of the dated and signed appointment form must be attached hereto prior to submission of this Special Election Ballot and the related Waiver and Consent to the Clerk.
February 23rd
Ulises Belmonte
DOCSSF1:791042.1
40769-7 SS4
CITY OF TURLOCK
COMMUNITY FACILITIES DISTRICT NO. 2
(SERVICES MITIGATION)
ANNEXATION NO. 41
WAIVER AND CONSENT
RESPECTING CONDUCT OF MAILED-BALLOT, LANDOWNER ELECTION
The undersigned is an authorized representative of the landowner indicated in the signature block below (the “Owner”), the sole owner of land (the “Subject Property”) shown on the map titled, “Proposed Boundaries, Annexation No. 41,” and hereby consents to the annexation of the Subject Property by the City of Turlock (the “City”) to its Community Facilities District No. 2 (Services Mitigation) (“CFD No. 2”).
The undersigned is a person legally entitled and au thorized to cast the ballots for the Owner in the mailed-ballot election to be condu cted on April 14, 2026, to determine whether the Subject Property shall be annexed to CFD No. 2 and thereby made subject to the special tax of CFD No. 2 pursuant to the Mello-Roos Community Faci lities Act of 1982 (Sections 53311 and following, California Government Code) (the “Act”).
The undersigned, on behalf of the Owner, hereby waives (and, with respect to Item 4, agrees to) each of the following:
1. any and all minimum time periods relative to th e landowner-voter election to be held pursuant to Government Code Section 53339.7 of the Act;
2. the preparation and distribution of an impartia l analysis of the ballot measure, as well as arguments in favor and against, under the authority of Government Code Section 53327(b) of the Act;
3. the requirement to publish notice of the electi on under Government Code Section 53352 of the Act;
4. the requirements regarding the time to mail bal lots to the qualified electors under Elections Code Section 4101, and agrees to accept either mailed service or personal service of the ballot;
5. the requirements regarding identification envel opes for the return of mailed ballots contained in Government Code Section 53327.5 of the Act; and
6. any and all defects in notice or procedure in t he proceedings for the annexation of the Subject Property to CFD No. 2, including but not limited to the conduct of the election, whether known or unknown (other than the right to have ballots accurately counted).
DOCSSF1:791042.1
40769-7 SS4 2
CITY OF TURLOCK
COMMUNITY FACILITIES DISTRICT NO. 2
(SERVICES MITIGATION)
ANNEXATION NO. 41
WAIVER AND CONSENT
RESPECTING CONDUCT OF MAILED-BALLOT, LANDOWNER ELECTION
The undersigned expressly acknowledges, represents and states that the election is being expedited by the City, pursuant to this waiver and consent, at the particular instance and request of the Owner.
I declare, under penalty of perjury, under the laws of the State of California, that the foregoing is true and correct and that this declaration is executed on __, 2026.
By: ______
(Signature)
(Print Name and Title)
In the event this Waiver and Consent is executed in reliance upon an “Appointment of Representative to Execute Waiver and Consent and to Cast Ballot,” a photocopy of the dated and signed appointment form must be attached hereto prior to submission of this Waiver and Consent and the related Special Election Ballot to the Clerk.
Ulises Belmonte
February 23rd
City Council Staff Report
May 26, 2026
From: Christopher Fisher, Municipal Services Director
Prepared by: Will Richards, Assistant Municipal Services Director Agendized by: Christopher Fisher, Acting City Manager
1. ACTION RECOMMENDED:
Resolution: Adopting the Water Shortage Contingency Plan and the 2025 Joint Urban Water Management Plan
2. NARRATIVE:
Background
The Urban Water Management Planning Act, codified in California Water Code sections 10610 through 10656, requires urban water suppliers that provide more than 3,000 acre-feet of water annually or serve more than 3,000 service connections to prepare and adopt an Urban Water Management Plan every five years. The California Department of Water Resources also identifies California Water Code sections 10610 through 10656 and 10608 as the primary statutory requirements for Urban Water Management Plans.
California Water Code section 10632 requires every urban water supplier to prepare and adopt a Water Shortage Contingency Plan as part of its Urban Water Management Plan.
The WSCP establishes the supplier’s process for responding to water shortages, including water supply reliability, annual assessment procedures, and shortage response actions.
Joint UWMP
For the 2025 UWMP cycle, the California Department of Water Resources approved the City of Turlock’s request to prepare a joint UWMP with the Stanislaus Regional Water Authority.
Preparation of a joint UWMP improves regional coordination, promotes consistency in water supply planning, and provides cost efficiencies for both agencies.
On November 18, 2025, the City Council authorized a Memorandum of Understanding between the City and SRWA for preparation of the 2025 Joint UWMP.
The proposed WSCP and 2025 Joint UWMP have been prepared in accordance with applicable State requirements and made available for public review. Staff recommends that the City Council conduct the required public hearing, receive public comments, and consider adoption of the City of Turlock Water Shortage Contingency Plan and the City of Turlock and Stanislaus Regional Water Authority 2025 Joint Urban Water Management Plan through the attached resolutions.
Agenda Staff Report
5/26/2026
3. FISCAL IMPACT / BUDGET AMENDMENT:
There is no additional fiscal impact associated with adoption of the WSCP and 2025 Joint UWMP.
Failure to comply with the Urban Water Management Planning Act may result in the City becoming ineligible for certain State grant and loan funding opportunities.
4. ENVIRONMENTAL DETERMINATION:
This action is not subject to the provisions of the California Environmental Quality Act (CEQA) in accordance with Section 15378(b)(5) of the CEQA guidelines. This action consists of “organizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” and therefore is not considered a project.
5. ALTERNATIVES:
1. Do not adopt the 2025 Joint Urban Water Management Plan and Water Shortage Contingency Plan. This may result in noncompliance with State regulatory requirements and potential loss of eligibility for certain State grant and loan funding opportunities.
2. Direct staff to revise the proposed plans and return to the City Council at a later date.
This may delay compliance with statutory deadlines.
Adopting the Urban Water Management Plan without adopting the Water Shortage Contingency Plan is not recommended because California Water Code section 10632 requires the WSCP to be prepared and adopted as part of the UWMP
6. ATTACHMENTS:
1. WSCP RESOLUTION NO. 2026-XXX
2. UWMP RESOLUTION NO. 2026-XXX
3. SRWA and Turlock Joint 2025 Urban Water Management Plan - Public Review Draft
4. City of Turlock 2025 Water Shortage Contingency Plan - Public Review Draft
BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
WHEREAS, California Water Code Section 10632 requires every urban water supplier to prepare and adopt a Water Shortage Contingency Plan (WSCP) as part of its Urban Water Management Plan; and
WHEREAS, the City of Turlock (City) is an urban water supplier and is required to adopt and submit a Water Shortage Contingency Plan in accordance with State law; and
WHEREAS, the City has prepared the 2025 WSCP in accordance with the requirements of the California Water Code; and
WHEREAS, the WSCP establishes procedures, response actions, and communication measures intended to reduce water use during water shortage conditions and water supply emergencies; and
WHEREAS, the City has provided notice of preparation, made the draft WSCP available for public review, and conducted a duly noticed public hearing in accordance with applicable law; and
WHEREAS, this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15378(b)(5) of the CEQA Guidelines, as it consists of organizational or administrative activities that will not result in direct or indirect physical changes in the environment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby:
1. Adopts the 2025 Water Shortage Contingency Plan; and
2. Authorizes and directs the Municipal Services Director or his/her designee to implement the WSCP in accordance with its terms and schedule and to take such actions as necessary to carry out the requirements of the WSCP and applicable law.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 26th day of May, 2026, by the following vote:
}
}
}
}
}
}
}
RESOLUTION NO. 2026-XXXIN THE MATTER OF ADOPTING THE 2025
WATER SHORTAGE CONTINGENCY PLAN
AND AUTHORIZING AND DIRECTING THE
MUNICIPAL SERVICES DIRECTOR OR
HIS/HER DESIGNEE TO IMPLEMENT THE
WATER SHORTAGE CONTINGENCY PLAN
IN ACCORDANCE WITH ITS TERMS AND
SCHEDULE
Resolution No. 2026-XXX
AYES: ( )
NOES: ( )
NOT PARTICIPATING: ( )
ABSENT: ( )
ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California
BEFORE THE CITY COUNCIL OF THE CITY OF TURLOCK
WHEREAS, the Urban Water Management Planning Act (Act) (California Water Code Sections 10610 through 10656) requires urban water suppliers that provide more than 3,000 acre-feet of water annually or serve more than 3,000 connections to prepare and adopt an Urban Water Management Plan (UWMP) every five years; and
WHEREAS, the City of Turlock (City) is an urban water supplier and is required to adopt and submit a UWMP in accordance with the requirements of the Act; and
WHEREAS, for the 2025 UWMP cycle, the City and the Stanislaus Regional Water Authority (Authority) received approval to prepare a joint UWMP to improve coordination, ensure consistency in planning efforts, and achieve cost efficiencies; and
WHEREAS, the City and the Authority have prepared the 2025 Urban Water Management Plan in accordance with the requirements of the Act; and
WHEREAS, the City has provided notice of preparation, made the draft UWMP available for public review, and conducted a duly noticed public hearing in accordance with the requirements of the Act; and
WHEREAS, this action is not subject to the California Environmental Quality Act (CEQA) pursuant to Section 15378(b)(5) of the CEQA Guidelines, as it consists of organizational or administrative activities that will not result in direct or indirect physical changes in the environment.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Turlock does hereby:
1. Adopts the 2025 UWMP, prepared jointly with the Authority, which supersedes and replaces the previously adopted UWMP to the extent of any inconsistency; and
2. Authorizes and directs the Municipal Services Director or his/her designee to implement the UWMP in accordance with its terms and schedule and to submit the UWMP to the California Department of Water Resources as required by law.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of Turlock this 26th day of May, 2026, by the following vote:
}
}
}
}
}
}
}
}
RESOLUTION NO. 2026-XXXIN THE MATTER OF ADOPTING THE 2025
URBAN WATER MANAGEMENT PLAN
PREPARED JOINTLY BETWEEN THE CITY
OF TURLOCK AND STANISLAUS
REGIONAL WATER AUTHORITY AND
AUTHORIZING AND DIRECTING THE
MUNICIPAL SERVICES DIRECTOR OR
HIS/HER DESIGNEE TO IMPLEMENT THE
URBAN WATER MANAGEMENT PLAN IN
ACCORDANCE WITH ITS TERMS AND
SCHEDULE
Resolution No. 2026-XXX
AYES: ( )
NOES: ( )
NOT PARTICIPATING: ( )
ABSENT: ( )
ATTEST:
___________________________
Nichole Fiez, City Clerk,
City of Turlock, County of Stanislaus,
State of California
PREPARED BY
Joint 2025 Urban Water Management Plan
PREPARED FOR
Stanislaus Regional Water Authority
City of Turlock
DRAFT REPORT | MAY 2026
DRAFT REPORT | MAY 2026
Joint 2025 Urban Water Management Plan
Prepared for
Stanislaus Regional Water Authority
City of Turlock
Project No. 693-20-16-01
Prepared by: Monique Day, PE, RCE #69793 Date
QA/QC Review: Rhodora Biagtan, PE, RCE #59371 Date
N-C-693-20-16-01-WP-Task 20-2025 UWMP
i SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
EXECUTIVE SUMMARY ................................ ................................ ................................ .................. ES-1 Introduction ....................................................................................................................................... ES-1 California Water Code Requirements ............................................................................................... ES-1 City of Turlock and SRWA Water System .......................................................................................... ES-2 Water Use By City of Turlock and SRWA Customers ......................................................................... ES-2 City of Turlock and SRWA Water Supplies ........................................................................................ ES-2 Conservation Target Compliance ...................................................................................................... ES-3 City of Turlock and SRWA Water Service Reliability .......................................................................... ES-3 Water Shortage Contingency Plans ................................................................................................... ES-3 UWMP Preparation, Review, and Adoption ...................................................................................... ES-4 Introduction ................................ ................................ ................................ .................. 1-1
1.1 Introduction ................................................................................................................................... 1-1
1.2 Importance and Extent of Water Management Planning Efforts ................................................. 1-1
1.3 Changes from 2020 UWMP ........................................................................................................... 1-1
1.4 Plan Organization .......................................................................................................................... 1-2 CHAPTER 2 Plan Preparation ................................ ................................ ................................ ........... 2-1
2.1 Basis for Preparing a Plan .............................................................................................................. 2-1
2.2 Regional Planning .......................................................................................................................... 2-2
2.3 Individual or Regional Planning and Compliance .......................................................................... 2-2
2.4 Fiscal or Calendar Year And Units of measure .............................................................................. 2-2
2.5 Coordination and Outreach ........................................................................................................... 2-3
2.5.1 Wholesale and Retail Coordination ..................................................................................... 2-3
2.5.2 Coordination with Other Agencies and the Community ..................................................... 2-4
2.5.3 Notice to Cities and Counties ............................................................................................... 2-5 CHAPTER 3 Service Area Description ................................ ................................ ................................ 3-1
3.1 General Description ....................................................................................................................... 3-1
3.2 Service Area Boundary .................................................................................................................. 3-1
3.2.1 City of Turlock ...................................................................................................................... 3-1
3.2.2 City of Ceres ......................................................................................................................... 3-2
3.3 Service Area Climate ...................................................................................................................... 3-5
3.4 Service Area Population and Demographics ................................................................................. 3-6
3.4.1 Service Area Population ....................................................................................................... 3-6
3.4.2 Other Social, Economic, and Demographic Factors ............................................................. 3-7
3.4.2.1 City of Turlock ............................................................................................................. 3-8
3.4.2.2 City of Ceres................................................................................................................ 3-8
3.5 Land Uses Within Service Area ...................................................................................................... 3-9
N-C-693-20-16-01-WP-Task 20-2025 UWMP
ii SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
3.5.1 City of Turlock ...................................................................................................................... 3-9
3.5.2 City of Ceres ......................................................................................................................... 3-9
3.6 Water System Facilities ............................................................................................................... 3-10
3.6.1 SRWA Raw Water Facilities ................................................................................................ 3-10
3.6.2 SRWA Water Treatment Plant ........................................................................................... 3-11
3.6.3 SRWA Finished Water Transmission Pipelines ................................................................... 3-11
3.6.4 City of Turlock Water System Facilities .............................................................................. 3-11 CHAPTER 4 Water Use Characterization ................................ ................................ ........................... 4-1
4.1 Non-Potable Versus Potable Water Use ....................................................................................... 4-1
4.2 Water Use by Sector ...................................................................................................................... 4-1
4.2.1 Historical Water Use ............................................................................................................ 4-2
4.2.1.1 City of Turlock ............................................................................................................. 4-2
4.2.1.2 SRWA .......................................................................................................................... 4-4
4.2.2 Current Water Use ............................................................................................................... 4-4
4.2.2.1 City of Turlock ............................................................................................................. 4-4
4.2.2.2 SRWA .......................................................................................................................... 4-5
4.2.3 Projected Water Use ............................................................................................................ 4-6
4.2.3.1 City of Turlock ............................................................................................................. 4-6
4.2.3.2 SRWA .......................................................................................................................... 4-7
4.2.4 Characteristic Five-Year Water Use ..................................................................................... 4-8
4.2.4.1 City of Turlock ............................................................................................................. 4-8
4.2.4.2 SRWA .......................................................................................................................... 4-9
4.2.5 Estimating Future Water Savings ......................................................................................... 4-9
4.2.6 Water Use for Lower Income Households ......................................................................... 4-10
4.3 Distribution System Water Losses ............................................................................................... 4-11
4.4 Climate Change Considerations................................................................................................... 4-13 CHAPTER 5 SB X7-7 Baselines, 2020 Targets, and 2025 Reporting ................................ ..................... 5-1
5.1 Overview and Background ............................................................................................................ 5-1
5.2 2020 Daily Per Capita Water Use Compliance .............................................................................. 5-1
5.3 Regional Alliance ........................................................................................................................... 5-2 CHAPTER 6 Normal-Year Water Supply Characterization ................................ ................................ .. 6-1
6.1 Overview of Water Supplies .......................................................................................................... 6-1
6.2 Groundwater ................................................................................................................................. 6-2
6.2.1 Subbasin Description ........................................................................................................... 6-2
6.2.2 Groundwater Subbasin Management ................................................................................. 6-3
6.2.3 Subbasin Sustainable Yield................................................................................................... 6-5
6.2.4 Management Actions ........................................................................................................... 6-6
6.2.5 Groundwater Quality ........................................................................................................... 6-7
6.2.6 Groundwater Use – Past Five Years ..................................................................................... 6-7
6.2.7 Groundwater Use – Projected ............................................................................................. 6-8
N-C-693-20-16-01-WP-Task 20-2025 UWMP
iii SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
6.3 Water Exchanges and Transfers .................................................................................................... 6-9
6.3.1 Surface Water Allocations.................................................................................................. 6-10
6.3.2 Offset Water ...................................................................................................................... 6-10
6.4 Surface Water .............................................................................................................................. 6-11
6.5 Purchased or Imported Water..................................................................................................... 6-11
6.6 Stormwater .................................................................................................................................. 6-11
6.7 Wastewater and Recycled Water ................................................................................................ 6-12
6.7.1 Recycled Water Coordination ............................................................................................ 6-12
6.7.2 Wastewater Collection, Treatment, and Disposal ............................................................. 6-13
6.7.2.1 Wastewater Collected Within Service Area ............................................................. 6-13
6.7.2.2 Wastewater Treatment and Discharge Within Service Area ................................... 6-14
6.7.3 Recycled Water System Description .................................................................................. 6-17
6.7.4 Potential, Current, and Projected Recycled Water Uses ................................................... 6-17
6.7.5 Actions to Encourage and Optimize Future Recycled Water Use ...................................... 6-20
6.7.5.1 Expansion of Recycled Water to TID for Agricultural Irrigation ............................... 6-20
6.7.5.2 Outreach for Recycled Water for Residential and Commercial Filling Stations ....... 6-20
6.8 Desalinated Water ....................................................................................................................... 6-21
6.9 Future Water Projects ................................................................................................................. 6-21
6.9.1 City of Turlock .................................................................................................................... 6-21
6.9.2 SRWA .................................................................................................................................. 6-22
6.10 Summary of Existing and Planned Sources of Water ................................................................ 6-24
6.10.1 City of Turlock .................................................................................................................. 6-24
6.10.2 SRWA ................................................................................................................................ 6-27
6.11 Special Conditions ..................................................................................................................... 6-29
6.11.1 Climate Change Impacts .................................................................................................. 6-29
6.11.2 Regulatory Conditions ...................................................................................................... 6-30
6.12 Energy Intensity ......................................................................................................................... 6-32
6.12.1 Water System Energy Intensity ........................................................................................ 6-32
6.12.2 Wastewater System Energy Intensity .............................................................................. 6-36 CHAPTER 7 Water Service Reliability and Drought Risk Assessment ................................ .................. 7-1
7.1 Constraints on Water Sources ....................................................................................................... 7-1
7.1.1 Groundwater ........................................................................................................................ 7-1
7.1.1.1 Salinity ........................................................................................................................ 7-2
7.1.1.2 Arsenic ........................................................................................................................ 7-2
7.1.1.3 Nitrates ....................................................................................................................... 7-2
7.1.1.4 1,2,3-Trichloropropane .............................................................................................. 7-3
7.1.1.5 Hexavalent Chromium ................................................................................................ 7-3
N-C-693-20-16-01-WP-Task 20-2025 UWMP
iv SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
7.1.2 Surface Water ...................................................................................................................... 7-3
7.1.2.1 Federal Energy Regulatory Commission Fish Flow Requirement ............................... 7-4
7.1.2.2 Tuolumne River Emergency Curtailment Orders ....................................................... 7-4
7.1.2.3 Bay-Delta Plan ............................................................................................................ 7-4
7.1.3 Recycled Water .................................................................................................................... 7-5
7.2 Water Service Reliability Assessment............................................................................................ 7-5
7.2.1 Year Type Characterization .................................................................................................. 7-5
7.2.1.1 Groundwater .............................................................................................................. 7-6
7.2.1.2 Surface Water ............................................................................................................. 7-6
7.2.2 Water Service Reliability – Normal Year ............................................................................ 7-10
7.2.2.1 City of Turlock ........................................................................................................... 7-10
7.2.2.2 SRWA ........................................................................................................................ 7-11
7.2.3 Water Service Reliability – Single Dry Year ........................................................................ 7-12
7.2.3.1 City of Turlock ........................................................................................................... 7-12
7.2.3.2 SRWA ........................................................................................................................ 7-13
7.2.4 Water Service Reliability – Five-Consecutive-Year Drought .............................................. 7-14
7.2.4.1 City of Turlock ........................................................................................................... 7-14
7.2.4.2 SRWA ........................................................................................................................ 7-16
7.3 Drought Risk Assessment ............................................................................................................ 7-17
7.3.1 Data, Methods, and Basis for Water Shortage Condition.................................................. 7-17
7.3.1.1 City of Turlock ........................................................................................................... 7-18
7.3.1.2 SRWA ........................................................................................................................ 7-18
7.3.2 DRA Water Source Reliability ............................................................................................. 7-19
7.3.3 Total Water Supply and Use Comparison .......................................................................... 7-19
7.3.3.1 City of Turlock ........................................................................................................... 7-19
7.3.3.2 SRWA ........................................................................................................................ 7-20
7.4 Water Management Tools and Options ...................................................................................... 7-21 CHAPTER 8 Water Shortage Contingency Plan ................................ ................................ .................. 8-1
8.1 Background .................................................................................................................................... 8-1
8.2 Water Shortage Contingency Plan................................................................................................. 8-1
8.3 Water Supply Reliability Analysis .................................................................................................. 8-1
8.3.1 Seismic Risk Assessment and Mitigation Plan ..................................................................... 8-2
8.4 Plan Adoption, Submittal, and Availability .................................................................................... 8-3 CHAPTER 9 Demand Management Measures ................................ ................................ ................... 9-1
9.1 Demand Management Measures for Wholesale Suppliers .......................................................... 9-1
9.1.1 Metering .............................................................................................................................. 9-1
9.1.2 Public Education and Outreach ............................................................................................ 9-1
9.1.3 Water Conservation Program Coordination and Staffing Support ...................................... 9-1
9.1.4 Other Demand Management Measures .............................................................................. 9-2
9.1.5 Asset Management .............................................................................................................. 9-2
9.1.6 Wholesale Supplier Assistance Programs ............................................................................ 9-2
N-C-693-20-16-01-WP-Task 20-2025 UWMP
v SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
9.2 Demand Management Measures for Retail Suppliers .................................................................. 9-2
9.2.1 Water Waste Prevention Ordinances .................................................................................. 9-3
9.2.1.1 Implementation Over Recent Years ........................................................................... 9-3
9.2.1.2 Implementation to Achieve Water Use Objectives .................................................... 9-3
9.2.2 Metering .............................................................................................................................. 9-3
9.2.2.1 Implementation Over the Past Five Years .................................................................. 9-4
9.2.2.2 Implementation to Achieve Water Use Objectives .................................................... 9-4
9.2.3 Conservation Pricing ............................................................................................................ 9-4
9.2.3.1 Implementation Over the Past Five Years .................................................................. 9-5
9.2.3.2 Implementation to Achieve Water Use Objectives .................................................... 9-5
9.2.4 Public Education and Outreach ............................................................................................ 9-5
9.2.4.1 Implementation Over the Past Five Years .................................................................. 9-5
9.2.4.2 Implementation to Achieve Water Use Objectives .................................................... 9-6
9.2.5 Programs to Assess and Manage Distribution System Real Loss ......................................... 9-6
9.2.5.1 Implementation Over the Past Five Years .................................................................. 9-6
9.2.5.2 Implementation to Achieve Water Use Objectives .................................................... 9-7
9.2.6 Water Conservation Program Coordination and Staffing Support ...................................... 9-7
9.2.6.1 Implementation Over the Past Five Years .................................................................. 9-7
9.2.6.2 Implementation to Achieve Water Use Objectives .................................................... 9-7
9.2.7 Other Demand Management Measures .............................................................................. 9-7
9.2.7.1 Residential Water Survey Program ............................................................................ 9-8
9.2.7.2 Residential WaterSense Toilet Rebate Program ........................................................ 9-8
9.2.7.3 High-Efficiency Washing Machine Rebate Program ................................................... 9-8
9.2.7.4 Large Landscape Conservation Program .................................................................... 9-9
9.2.7.5 Conservation for Commercial and Industrial Accounts .............................................. 9-9
9.3 Member of the California Water Efficiency Partnership ............................................................... 9-9
9.4 Meeting Urban Water Use Objectives........................................................................................... 9-9
9.4.1 Annual Water Use Reporting ............................................................................................. 9-10 CHAPTER 10 Plan Adoption, Submittal, and Implementation ................................ .......................... 10-1
10.1 Inclusion of All 2025 Data .......................................................................................................... 10-1
10.2 Notice of Public Hearing ............................................................................................................ 10-1
10.2.1 Notices to Cities and Counties ......................................................................................... 10-1
10.2.2 Notice to the Public ......................................................................................................... 10-2
10.3 Public Hearing and Adoption ..................................................................................................... 10-3
10.3.1 Public Hearing .................................................................................................................. 10-3
10.3.2 Adoption .......................................................................................................................... 10-3
10.4 Plan Submittal ........................................................................................................................... 10-3
10.5 Public Availability ....................................................................................................................... 10-3
10.6 Plan Implementation ................................................................................................................. 10-4
10.7 Amending an Adopted UWMP or WSCP ................................................................................... 10-4
N-C-693-20-16-01-WP-Task 20-2025 UWMP
vi SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
LIST OF TABLES
Table 2-1. Public Water Systems (DWR Table 2-1 Retail).................................................................... 2-1 Table 2-2. Plan Identification (DWR Table 2-2) ................................................................................... 2-2 Table 2-3. Supplier Identification (DWR Table 2-3) ............................................................................. 2-3 Table 2-4. Retail: Water Supplier Information Exchange (DWR Table 2-4 Retail) .............................. 2-3 Table 2-5. Wholesale: Water Supplier Information Exchange (DWR Table 2-4 Wholesale) ............... 2-4 Table 3-1. Monthly Average Climate Data Summary .......................................................................... 3-5 Table 3-2. City of Turlock Population – Current and Projected (DWR Table 3-1 Retail) ..................... 3-6 Table 3-3. Cities of Turlock and Ceres – Current and Projected Population ....................................... 3-7 Table 3-4. Total Wholesale Population of Cities of Turlock and Ceres – Current and Projected (DWR Table 3-1 Wholesale)........................................................... 3-7 Table 4-1. Historical Potable Water Demand by Water Use Sector (Retail) ....................................... 4-3 Table 4-2. Total Uses for Potable and Non-Potable Water – 2025 (DWR Table 4-1 Retail) ................ 4-5 Table 4-3. Total Uses for Potable and Non-Potable Water – 2025 (DWR Table 4-1 Wholesale) ........ 4-6 Table 4-4. Total Uses for Potable and Non-Potable Water – Projected (DWR Table 4-2 Retail) ........ 4-7 Table 4-5. Total Uses for Potable and Non-Potable Water – Projected (DWR Table 4-2 Wholesale) ............................................................................................... 4-8 Table 4-6. Turlock’s Projected Five-Year Potable Water Use for Retail Customers ............................ 4-9 Table 4-7. Projected Five-Year Potable Water Use for SRWA's Wholesale Customers ...................... 4-9 Table 4-8. Inclusion in Water Use Projections (DWR Table 4-3 Retail) ............................................. 4-10 Table 4-9. Last Five Years of Water Loss Audit Reporting (DWR Table 4-5 Retail) ........................... 4-11 Table 4-10. Progress Towards 2028 Water Loss Standard (DWR Table 4-6 Retail) .......................... 4-12 Table 5-1. SB X7-7 2020 Target Progress (DWR Table 5-1 Retail) ....................................................... 5-2 Table 6-1. Sustainable Yield Average Annual Water Budget – Turlock Subbasin ............................... 6-6 Table 6-2. Groundwater Pumped in Last Five Years (DWR Table 6-1 Retail) ...................................... 6-8 Table 6-3. Groundwater Pumped in Last Five Years (DWR Table 6-1 Wholesale) .............................. 6-8 Table 6-4 Projected Potable Groundwater Use for City of Turlock ..................................................... 6-9 Table 6-5. Wastewater Collected Within Service Area in 2025 (DWR Table 6-2 Retail) ................... 6-14 Table 6-6. Wastewater Treatment and Outcomes Within Service Area in 2025 (DWR Table 6-3 Retail) ..................................................................................................... 6-15 Table 6-7. Wastewater Treatment and Outcomes Within Service Area in 2025 (DWR Table 6-3 Wholesale) ............................................................................................. 6-16 Table 6-8. Current and Projected Recycled Water Uses Within Service Area (DWR Table 6-4 Retail) ...................................................................................................... 6-18
N-C-693-20-16-01-WP-Task 20-2025 UWMP
vii SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
Table 6-9. 2020 Recycled Water Use Projection Compared to 2025 Actual (DWR Table 6-5 Retail) ..................................................................................................... 6-19 Table 6-10. Current and Projected Recycled Water Uses (DWR Table 6-4 Wholesale) .................... 6-19 Table 6-11. 2020 Recycled Water Use Projection Compared to 2025 Actual (DWR Table 6-5 Wholesale) ............................................................................................ 6-20 Table 6-12. Methods to Expand Future Recycled Water Use (DWR Table 6-6 Retail) ...................... 6-21 Table 6-13. Expected Future Water Supply Projects or Programs (DWR Table 6-7 Retail) .............. 6-22 Table 6-14. Expected Future Water Supply Projects or Programs (DWR Table 6-7 Wholesale) ....... 6-23 Table 6-15. Water Supplies – Actual (DWR Table 6-8 Retail) ............................................................ 6-25 Table 6-16. Water Supplies – Projected (DWR Table 6-9 Retail) ....................................................... 6-26 Table 6-17. Water Supplies – Actual (DWR Table 6-8 Wholesale) .................................................... 6-27 Table 6-18. Water Supplies – Projected (DWR Table 6-9 Wholesale) ............................................... 6-28 Table 6-19. Energy Intensity for Turlock’s Retail Potable Deliveries – Water Supply Process Approach (DWR Table O-1B) ...................................................... 6-33 Table 6-20. Energy Intensity for SRWA’s Wholesale Potable Deliveries – Water Supply Process Approach (DWR Table O-1A) ...................................................... 6-35 Table 6-21. Energy Intensity – Wastewater & Recycled Water (DWR Table O-2) ............................ 6-36 Table 7-1 Estimate of Available TID Water Allocation in 2013-2015 Under the Bay-Delta Plan ........ 7-5 Table 7-2. Basis of Water Year Data (Reliability Assessment) (DWR Table 7-1 Retail) ....................... 7-6 Table 7-3. Historical TID Water Allocations ......................................................................................... 7-7 Table 7-4 Percent of Full Allocation for Hydrologic Conditions – SRWA Wholesale Surface Water ... 7-8 Table 7-5. Basis of Water Year Data (Reliability Assessment) (DWR Table 7-1 Wholesale)................ 7-9 Table 7-6. Normal Year Supply and Demand Comparison – Potable (DWR Table 7-2 Retail) .......... 7-10 Table 7-7. Normal Year Supply and Demand Comparison – Non-Potable (DWR Table 7-2 Retail) .. 7-11 Table 7-8. Normal Year Supply and Demand Comparison – Potable (DWR Table 7-2 Wholesale) ............................................................................................. 7-12 Table 7-9. Single Dry Year Supply and Demand Comparison – Potable (DWR Table 7-3 Retail) ..................................................................................................... 7-13 Table 7-10. Single Dry Year Supply and Demand Comparison – Non-Potable (DWR Table 7-3 Retail) ................................................................................................... 7-13 Table 7-11. Single Dry Year Supply and Demand Comparison (DWR Table 7-3 Wholesale) ............. 7-14 Table 7-12. Multiple Dry Years Supply and Demand Comparison – Potable (DWR Table 7-4 Retail) ................................................................................................... 7-15 Table 7-13. Multiple Dry Years Supply and Demand Comparison – Non-Potable (DWR Table 7-4 Retail) ................................................................................................... 7-16 Table 7-14. Multiple Dry Years Supply and Demand Comparison (DWR Table 7-4 Wholesale) ....... 7-17
N-C-693-20-16-01-WP-Task 20-2025 UWMP
viii SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
Table 7-15. Turlock’s Projected Potable Water Supplies for Drought Risk Assessment – Retail (MG) ............................................................................................... 7-18 Table 7-16. SRWA’s Projected Potable Water Supplies for Drought Risk Assessment – Wholesale ................................................................................................ 7-19 Table 7-17. Five Year Drought Risk Assessment Tables to Address Water Code Section 10635(b) (DWR Table 7-5 Retail) ....................................................................... 7-20 Table 7-18. Five Year Drought Risk Assessment Tables to Address Water Code Section 10635(b) (DWR Table 7-5 Wholesale) ............................................................... 7-21 Table 9-1. Documented Water Waste Violation ................................................................................. 9-3 Table 10-1. Retail: Notification to Cities and Counties (DWR Table 10-1 Retail) .............................. 10-2 Table 10-2. Wholesale: Notification to Cities and Counties (DWR Table 10-1 Wholesale) .............. 10-2
LIST OF FIGURES
Figure 3-1. SRWA Water Service Area ................................................................................................. 3-3 Figure 3-2. City of Turlock Water Service Area ................................................................................... 3-4 Figure 6-1. Jurisdictional Boundaries in Turlock Subbasin .................................................................. 6-4 Figure 7-1 Year Type Characterization Based on Historical TID Allocations ....................................... 7-8 Figure 9-1. Urban Water Use Objective Components ....................................................................... 9-10
LIST OF APPENDICES
Appendix A. Urban Water Management Planning Act Legislative Requirements Appendix B. DWR 2025 Urban Water Management Plan Tables Appendix C: DWR 2025 Urban Water Management Plan Checklist Appendix D: Agency and Public Notices
Appendix E: Water Sales Agreement
Appendix F: Distribution System Water Loss Audits
Appendix G: City of Turlock Water Shortage Contingency Plan Appendix H: SRWA Water Shortage Contingency Plan
Appendix I: UWMP and WSCP Adoption Resolutions
N-C-693-20-16-01-WP-Task 20-2025 UWMP
ix SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
LIST OF ACRONYMS AND ABBREVIATIONS
°F Fahrenheit 3-4
µg/L Micrograms Per Liter 7-2
1,2,3 TCP 1,2,3-Trichloropropane ES,6-7
AB Assembly Bill 1-1
ACS American Community Survey 3-8
Act Urban Water Management Planning Act ES,1-1
AFY Acre-Feet of Water Per Year 2-1
Agreement Water Sales Agreement 3-1
AMI Advanced Metering Infrastructure 4-9
AMR Automated Meter Reading 9-3
AWIA America’s Water Infrastructure Act 8-3
AWMP Agricultural Water Management Plan 7-4
AWWA American Water Works Association 4-2
BMP Best Management Practices 9-9
CalWEP California Water Efficiency Partnership 9-7
CD Compact Disk 10-3
CHAS Comprehensive Housing Affordability Strategy 4-9
CII Commercial, Industrial, and Institutional 9-9
CIMIS California Irrigation Management Information System 3-4 Cities Cities of Turlock and Ceres 1-2
CMMS Computerized Maintenance Management System 9-2
CV-SALTS Central Valley Salinity Alternatives for Long-Term Sustainability 7-2 CWC California Water Code ES1 / 1-1
DDW Division of Drinking Water 7-3
DIM Dedicated Irrigation Meter 9-10
DMM Demand Management Measures 5-1
DOF Department of Finance 3-5
DRA Drought Risk Assessment 4-3
DWR Department of Water Resources 1-3
DWR Guidebook 2025 Urban Water Management Plan Guidebook for Urban Water Suppliers 1-3 DWR
Methodologies
DWR Methodologies for Calculating Baseline and Compliance Urban Per Capita Water Use (2016)
5-1
eAR Electronic Annual Report 3-6
ET Evapotranspiration 3-4
ETSGSA East Turlock Subbasin Groundwater Sustainability Agency 6-3 GP General Plan 3-1
GPCD Gallons Per Capita Per Day ES,5-1
gpf Gallons Per Flush 9-8
GPM/SF Gallons Per Minute Per Square Foot 3-11
GSA Groundwater Sustainability Agency 1-2
GSP Groundwater Sustainability Plan ES3 / 1-2
Hughson City of Hughson 2-1
LHMP Local Hazard Mitigation Plan 8-2
MCL Maximum Contaminant Levels 6-7
N-C-693-20-16-01-WP-Task 20-2025 UWMP
x SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Table of Contents
MG Million Gallon 2-1
mg/L Milligrams Per Liter 7-2
MGD Million Gallons Per Day 3-10
MGY Million Gallons Per Year 4-7
MID Modesto Irrigation District 6-10
Modesto City of Modesto 2-1
MOU Memorandum of Understanding 9-3
msl Mean Sea Level 6-2
Regional Board Regional Water Quality Control Board 9-9 RRA Risk and Resilience Assessment 8-2
RSWSP Regional Surface Water Supply Project 3-1
RUWMP Regional Urban Water Management Plan 2-1
RWQCF Regional Water Quality Control Facility 6-1
SB X7-7 Water Conservation Act of 2009 ES1 / 1-1
SGMA Sustainable Groundwater Management Act 1-2
SOI Sphere of Influence 3-1
SP Specific Plan 3-11
SRWA Stanislaus Regional Water Authority 1
State Water Board State Water Resources Control Board 1 TDS Total Dissolved Solids 7-3
TID Turlock Irrigation District 3-1
Turlock City of Turlock 1
UDB Urban Development Boundary 4-5
USBR United States Bureau of Reclamation 6-29
UWMP Urban Water Management Plan ES1 / 1-1
UWUO Urban Water Use Objectives 5-1
WMP Water Master Plan 4-5
WSCP Water Shortage Contingency Plan ES2 / 1-1
WTP Water Treatment Plant 3-10
WTSGSA West Turlock Subbasin Groundwater Sustainability Agency 6-3 WUE Water Use Efficiency 10-3
WY Water Year 6-5
N-C-693-20-16-01-WP-Task 20-2025 UWMP
ES-1 SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Executive Summary
INTRODUCTION
An Urban Water Management Plan (UWMP) helps water suppliers assess the availability and reliability of their water supplies and current and projected water use to help ensure reliable water service under different conditions. This water supply planning is especially critical for California currently, as climate change is resu lting in changes in rainfall and snowfall which impact water supply availability and development is occurring throughout the State resulting in increased needs for reliable water supplies.
The Urban Water Management Planning Act (Act) requires larger water suppliers that provide water to urban users (whether directly or indirectly) to develop UWMPs every five years. UWMPs evaluate conditions for the next 20 years, so these regular updates ensure continued long -term planning. The Stanislaus Regional Water Authority (SRWA) and City of Turlock ( Turlock) provide water service to more than 3,000 connections in their water service areas and are therefore required to prepare a UWMP.
SRWA delivers treated water to two wholesale customers, the California Cities of Turlock and Ceres. This Joint UWMP has been prepared by SRWA and Turlock . While the City of Ceres 2025 UWMP has been prepared separately, this Joint UWMP has been coordinated with the City of Ceres to ensure consistency and accuracy between the two plans.
This Executive Summary serves as a Lay Description of the SRWA and Turlock Joint UWMP, as required by California Water Code (CWC) §10630.5.
CALIFORNIA WATER CODE REQUIREMENTS
The CWC documents specific requirements for California water suppliers. The Act is included in the CWC and specifies the required elements of a UWMP, including discussing an agency’s water system and facilities, calculating how much water its customers use (i.e., water demand) and how much it can supply, and detailing how it would respond during a drought or other water supply shortage. Also, a UWMP must describe what specific coordination steps were taken to prepare, review, and adopt the plan.
The Act has been revised over the years. The Water Conservation Act of 2009 (also known as SB X7-7) required retail water agencies to establish water use targets for 2020 that would result in statewide water savings of 20 percent by 2020. In their 2025 UWMPs, retail water agencies (i.e., those distributing water to end users like residences and businesses) are required to report on their compliance with SB X7-7 2020 water use targets.
The 2012-2016 drought led to further revisions to the Act to improve water supply planning for long-term reliability and resilience to drought and climate change. These revisions were formalized in the 2018 Water Conservation Legislation and include:
• Five Consecutive Dry-Year Water Reliability Assessment: Analyze water supply reliability for five consecutive dry years over the planning period of this plan (see Chapter 7). • Drought Risk Assessment: Assess water supply reliability from 2021 to 2025 assuming they are dry years (see Chapter 7).
• Seismic Risk: Identify the seismic risk to the agency’s water facilities and have a plan to address identified risks (see Chapter 8).
Executive Summary
N-C-693-20-16-01-WP-Task 20-2025 UWMP
ES-2 SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
• Water Shortage Contingency Plan (WSCP): Update the agency’s plan to include an annual process for assessing potential gaps between planned water supply and demands; conform with the State’s standard water shortage levels (including a shortage level greater than 50 percent) for consistent messaging and reporting; and provide water shortage responses that are locally appropriate (see Chapter 8).
• Lay Description: Provide a lay description of the findings of the UWMP; this Executive Summary serves as the lay description for this plan.
Major components and findings of SRWA and Turlock’s Joint 2025 UWMP are summarized below.
CITY OF TURLOCK AND SRWA WATER SYSTEM
The City of Turlock is located in Stanislaus County in California’s San Joaquin Valley. The City serves drinking water within its city limits and provides water to residential, commercial, industrial, institutional/governmental, and landscape customers.
Turlock’s potable water system consists of groundwater wells, storage tanks, pump stations, and an extensive distribution system. Turlock currently operates 15 active potable groundwater wells with a total capacity of approximately 31.9 million gallons per day (MGD), along with storage and pumping facilities that deliver water throughout the city.
In addition to groundwater supplies, Turlock receives treated surface water from SRWA, which operates regional facilities that divert and treat water from the Tuolumne River and began delivering water in 2023.
SRWA also delivers treated surface water to the neighboring City of Ceres.
WATER USE BY CITY OF TURLOCK AND SRWA CUSTOMERS
As the Cities of Turlock and Ceres (Cities) continue to grow, the demand for water is projected to increase.
Thorough and accurate accounting of current and future water demands is critical for the Cities’ planning efforts. To continue delivering safe and reliable drinking water, Turlock and SRWA must know how much water its customers currently use and how much they expect to use in the future.
In 2025, Turlock’s total potable water demand was approximately 6,146 million gallons (MG ). Water use varies by use type, with single-family residential and industrial uses representing the largest components of total demand. Based on projected population growth and land use development, Turlock’s water demand is expected to increase over time. By 2050, total potable water demand is projected to reach approximately 9,892 MG, representing an increase of about 61 percent compared to 2025.
In 2025, SRWA delivered approximately 2,104 MG of treated surface water to Turlock and 1,413 MG to the Ceres, for a total of 3,517 MG. Based on projected growth in Turlock and Ceres, as well as the Cities’ goal of reducing reliance on groundwater through increased use of surface water , SRWA’s total water sales are anticipated to increase to approximately 6,691 MG by 2050.
CITY OF TURLOCK AND SRWA WATER SUPPLIES
Turlock’s current potable water supplies include groundwater pumped from city-owned wells and treated surface water purchased from SRWA. Turlock also uses recycled water from its Regional Water Quality Control Facility (RWQCF) and untreated groundwater for non-potable uses such as landscape irrigation.
Executive Summary
N-C-693-20-16-01-WP-Task 20-2025 UWMP
ES-3 SRWA and City of Turlock
Joint 2025 Urban Water Management Plan
May 2026
Historically, the Cities of Turlock and Ceres relied exclusively on groundwater. With the implementation of the Regional Surface Water Supply Project and formation of SRWA, the Cities have diversified their water supply portfolio with treated surface water to improve long-term reliability and reduce dependence on groundwater.
Since beginning operations in November 2023, SRWA has diverted and treated Tuolumne River surface water, purchased from the Turlock Irrigation District (TID). SRWA’s current water treatment plant (WTP) capacity is 15 MGD but is expected to increase up to 19.9 MGD in 2028 upon completion of an on -going filter capacity study . SRWA also has plans for a Phase 2 WTP Expansion to 30 MGD , which is planned for 2041. The exact timing of SRWA’s WTP expansion may vary based on the timing of growth within the Cities’ water service areas.
Looking forward, Turlock plans to continue using a conjunctive use strategy that combines groundwater and surface water supplies. Planned improvements include additional groundwater wells, wellhead treatment systems, and the future SRWA WTP expansion to meet increasing demands.
CONSERVATION TARGET COMPLIANCE
In its 2015 UWMP, Turlock confirmed its baseline per capita water use and established and adopted its water use target of 284 gallons per capita per day ( GPCD) for 2020. In its 2020 UWMP, Turlock verified that it achieved its 2020 water use target in accordance with SB X7-7. Turlock’s per capita water use in 2020 was 250 GPCD, below the confirmed 2020 water use target of 284 GPCD. This achievement was the result of continued water conservation by Turlock’s customers.
CITY OF TURLOCK AND SRWA WATER SERVICE RELIABILITY
The CWC requires agencies to evaluate their water service reliability by examining the impact of drought on their water supplies and comparing those reduced supplies to water demands. Specifically, agencies are required to estimate their water supplies during a normal year, single dry year, and five consecutive dry years using historical records. Turlock and SRWA used 2015 drought conditions to represent a single dry year and 2012-2016 conditions to represent a five-consecutive-year drought.
Under normal year conditions, Turlock’s projected water supplies exceed demands through 2050. During dry years, surface water supplies from SRWA may be reduced by TID ; however, Turlock’s local groundwater supplies are expected to remain available and can be used to meet demand. Therefore, Turlock is well-positioned to withstand the effects of a single dry year and a five -consecutive dry year drought for any period between 2025 and 2050.
Turlock’s drought risk was specifically assessed between 2026 and 2030, assuming that the next five years are dry years. The analysis indicates that water supplies are sufficient to meet projected demands during this period, even under extended drought conditions, due to the City’s diversified water supply portfolio and conjunctive use strategy.
WATER SHORTAGE CONTINGENCY PLANS
A WSCP describes an agency’s plan for preparing for and responding to water shortages. Turlock’s WSCP was adopted in 2021 to be consistent with the 2018 Water Conservation Legislation requirements. Turlock has made some updates to its WSCP with the preparation of this Joint 2025 UWMP to reflect the City’s