City of Vallejo/
VCUSD Youth
Delegation to the
Tampa NLC City
Summit
Conference
Victoria Grace - Barksdale, Cherita Dilley, Alaysia Simmons, Ricardo Morales, Jazz Bernstine, Jamaya Oates, Jeremiah Peace, Giovanni Turner, Annelisa Martinez, Nia Flood November 11, 2024- November 14, 2024
Vallejo Youth Delegation to Tampa Florida
Youth Delegates Learning Objectives
● Network with other youth leaders
from different cities across the nation
● Develop leadership skills and get
first-hand civic education
● Meet with other youth advocates,
elected officials, staff and key
government stakeholders
● Visit historical landmarks, museums,
and/or a college campus
National League of Cities City Summit
Conference: Day 1
● 1st session: Determination by Debate:
Immersing Youth into Discourse
○ Different youth representatives from each group
debated on assigned topics.
● 2nd session: The Power of Fostering Dialogue
○ A small competition that involved each group
having to build the tallest tower in silence
● Later in the evening was the host city youth event
the took place at the “The Florida Aquarium”.
(Nia’s favorite part of the night)
● On our last day, we had a special dinner where we
got to interact with our new connections once
more, hoping to see them once again.
National League of Cities City Summit
Conference: Day 2
● Day 2, W e were split into different groups with kids from all over the united states.
○ we discussed our opinions and views about things like inflation, taxes, section 8 ,etc.
○ W e also toured the convention center and took some photos!! ○ W e made poster boards based on youth issues and made solutions to solve these issues.
● Jazz- My favorite part was presenting the “food 4 youth” plan.
Which was based on feeding students in need.
● Jazz- A takeaway from the trip was collaborating with other students and coming together as one to get a project done. ● Giovanni- My favorite part was the poster boards we made based on youth not wanting to take public transportation.
● Giovanni- A takeaway from the trip was the traveling experience on the bus.
City of Vallejo Scavenger Hunt
● The objective of the scavenger hunt was to
talk to business stands around the convention
center and find out what they can do for
V allejo.
○ Addressing Climate change
○ Resource of Affordable housing
○ Help improve public safety
● At the end of the scavenger hunt, we came
together to discuss the different stands we
found, we said the name and what they do,
and how we can incorporate their goals and
technology for V allejo.
University of Southern Florida
● After the conference we had decided to take one
last trip and it was a college tour at the
University of Southern Florida.
○ Provides a place for college students to live
○ Has 3 different campuses
○ New opportunities
● While on this college tour it opened our eyes to
see new opportunities in order for me to succeed
in my future. Our experience in the college tour
was nice seeing all the different ethnicities in one
place.We all loved the college tour, but we can all
agree it was burning hot out there. After going on
this tour it definitely inspired a couple people to
go to college or even take another tour around
different ones.
CITY OF VALLEJO
ECONOMIC DEVELOPMENT STRATEGY
City Council
December 17, 2024
Michael Nimon – Economic
Development Director
Overview
• Phases and tasks: reminder of
planning path
• Overview: Strategy, Philosophy,
Goals
• Two cycles to 2030
• Data and Key Findings and
Considerations
• Closing thoughts/questions
2 Planning Tasks
• Task 1: Data and City of Vallejo overview and
tracking for Econ Dev
• Task 2: Communications and Outreach
• Task 3: Drafting strategy and assembling
documents, short list of pilot projects
• Task 4: final strategy with recommended pilot
projects and presentation to City Council
Main goal: find opportunities in Vallejo and
elevate Vallejo’s image as a place to do
business regionally
3 Data and Pilot Project Identification
• Data to describe and forecast
change in Vallejo
• Targeted Industries
• Key Performance Indicators
• Pilot projects for ARPA
funding: connect to goals
Housing, Land,
Infrastructure
Economic and
Workforce
Development
Transport/
Commuting
4 Data Points: Workers in Vallejo and Solano County
2011 to 2027 (Year-End Estimates), Shaded Area = Forecast 5 Sources: California Department of Finance
121.5
116.8
90.0 95.0
100.0
105.0
110.0
115.0
120.0
125.0
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
Index (2011 = 100)
Vallejo California
When worker demand
increases, will Vallejo
residents fill these jobs?
Combination of industry
mix and growth:
workforce development
opportunities
Partnerships: K-12,
Solano CC, Regional
University pathways, local
employers with jobs
Matching housing to
workers: what type of
housing will these
workers demand?
Real GDP (%) Unemployment Rate (%) Core PCE Inflation (%) Annual data (projections based on annual-average levels):
Previous New Previous New Previous New
2024 2.6 2.7 4.1 4.0 2.8 2.7
2025 1.9 2.2 4.3 4.3 2.2 2.2
2026 2.3 2.1 4.2 4.2 2.0 2.1
2027 2.0 2.1 4.2 4.1 N/A N/A
Federal Reserve Philadelphia
Forecast, Survey of Professional Forecasters
6 Source: Federal Reserve Philadelphia Branch
These data are from November 2024
Bottom Line: No recession in forecast (15% chance in 2025 for now), forecasts generally do not see the election has shifting current forecast yet Planning Task 2: Targeted Industries
7 Construction Advanced Manufacturing
Software/Film Tourism
Transportation/Logistics Wholesale Trade
Why these industries?
Criteria (in order of importance):
• Primarily export market
• Potential commercial space in
Vallejo to support
• Forecasted growth for CA and US
• Wages higher than state average
• Jobs Multiplier greater than 1.25
• Location Quotient > 1
• Tax-enhancing business?
• Workforce Development links: can
this industry find training for
workers locally?
What we learned from Local Businesses and Residents:
Themes for Communications Strategy
8 Residents Businesses and Chambers
Bottom Line From Our Interviews, Surveys and Residential Groups:
• Better public safety and perception change needed, especially protecting businesses; • Vallejo has great potential but need to move beyond talking; • Vallejo’s diversity is its strength, local businesses reflect that; and • Residents want economic change across city.
Thinking Forward on
Communications
• Audience
– Diverse business owners
– Diverse needs
– Diverse markets
– Those not in or coming to Vallejo yet
• Site-Selector Ears and Eyes
– What does Vallejo want the world to hear?
– What does Vallejo want the world to see
– Be honest and forward-looking
9 Movement Forward in 2024
• Fairview at Northgate
• Broadband Access: $4 million grant, convert to
business assistance or attraction
• Mare Island steps forward
• Solano Biz-Grow program
• Cal Poly , Solano Campus: coming soon!
• More links to Solano CC
• Youth Leadership Institute at Touro
• Public Art: Mare Island to Downtown
• Best places to live list (US News and World Report)
10 • Seed a Revolving Loan Fund for Small Business
• Citywide Capital Facilities Master Plan
Pilot Projects
• Marketing plan
• Pop-up Ferry Events and Supporting Shop-Local
11 City of Vallejo
City of Vallejo
Solano EDC
Google Images
Goals
1. Execute pilot projects
2. Support major revitalization and planning efforts in Downtown, Waterfront, and other areas parallel to
private-sector efforts (Mare Island and other
important corridors in Vallejo)
3. Work with the City of Vallejo Planning, Finance
Department, and Central Permit Center on ways to
streamline development, increase city revenues, and
enhance placemaking
4. Develop a Communications and Marketing Plan
5. Create a vision for city-owned assets as part of
broader placemaking and infill development
6. Seek and apply for as much nonprofit and government
funding as possible
12 Action through Cycles Toward Goals:
Assess Cycle 1 progress after 3 years
• Build foundation through
partnerships and new resources
• Work to mitigate general issues and
pave pathways
• Prepare for more commercial
activity across Vallejo
• Create a new narrative about doing
business in Vallejo
Cycle 1 Cycle 2
• Engage marketing Vallejo as a
place to do business
• Spread economic impacts to all
points in Vallejo
• Expand workforce development
connections and efforts
• Continue/augment
communications
13 CONTACT(S)
Gillian Haen, Assistant City Manager -
[email protected]
Michael Nimon - Economic
Development Director -
[email protected]
BLUE ROCK SPRINGS GOLF
COURSE:
PERFORMANCE AND
PARTICIPATION AGREEMENT
Presented by:
Gillian Haen, Assistant City Manager
Blue Rock Springs Golf Course
655 Columbus Parkway, Vallejo
BLUE ROCK SPRINGS GOLF COURSE-655 COLUMBUS PRKWY, VALLEJO Background
1. Blue Rock Springs Golf Course:
City owned municipal golf
course-225 acres of 18 holes golf
2. Negative Golf Course revenues
reported in May 2017:
-$4.6M 2011-2017
3. Issued an RFQ in 2017-Sell
portion of golf course to Fund
development of new Clubhouse
and improved golf course to
increase revenues
Council Goals for Blue Rock Golf Course RFQ
• Update public golf course to
operate fiscally positive;
• Fund new Clubhouse and
upgraded facilities serving both
the golf course and community;
• Preserve or improve aesthetics,
quality, property values, and
retain views of the surrounding
neighborhoods.
Winning Respondent
…Greg Norman/Lewis (Blue Rock LLC)
The Greg Norman Company
Credit to GETTY IMAGES
“ I w o u l d n ' t b e h e r e t o d a y
i f I d i d n ' t h a v e a c c e s s t o
p u b l i c g o l f f a c i l i t i e s . T h i s
i s t h e h e a r t b e a t o f g o l f
r i g h t h e r e .”
- G r e g N o r m a n
Blue Rock, LLC
BACKGROUND cont.
4. 2020-Challenging Syar
negotiations- initiative, legal
claim, & Settlement
Agreement/Collaborative Use
Easement
5. New design incorporating
Syar interests
Prior designs considered
Design Challenges- Syar Settlement Agreement
Design Selected in Settlement Agreement
BACKGROUND cont.
6. Ownership transfer completed
in December 2022 portion of
BRS
7. Staff negotiated Performance
and Participation Agreement-Ext
expires 1/14/25
8. Century Urban -review deal
points
& analyze Lewis pro formas
11. Draft PPA before Council for
consideration tonight
Summary of Performance
and Participation
Agreement Terms
• PURPOSE: To memorialize the
proposed project’s profit share
(Participation) and Project
Timelines (Performance):
– Payment structure
– Concept Golf Plan
– Commercial component
– Appraisal
– CFD Special Tax
– Performance Schedule
1. City $ Participation – ($10.5M floor)
i) $400k upfront consideration- paid at PSA
ii) Upon entitlements -appraisal by both parties- if
more than $10.5M, then City gets additional 25% of
value above $10.5M (including $1.5M for golf course
design/entitlements). (Assumes 18.5% return for BRS)
iii) Sale of Land to Housing Developer-Proceeds:
Greater of 8.1525% as a percentage of gross lot sales
or $8.6M allocated by lot minimum
iv) Profit share of 50% of homebuilder profits at sale of home-25% to City; 25% to Lewis
v) Transfer Fee-subsequent land sale (1% ) in
perpetuity to City
Key Deal Terms
Key Terms Cont.
2. Concept Golf Plan-
New clubhouse and refurbished 9 hole golf
course at BRS design cost and $1.5M for
construction docs
3. Commercial Component (estimated at $5-
$6M)-Neighborhood serving; City may repurchase
for approximately $67,000 if not developed
4. CFD Special Tax:
For infrastructure and City services in perpetuity
5. Schedule of Performance:
Performance schedule for project deadlines, to be
recorded in the property title
Performance Agreement
Milestone Date*
BRS posting of $100,000 deposit per Deposit
and Indemnification Agreement
30 days after the Effective Date of the
Performance and Participation Agreement and
at least 90 days prior to the submittal of
development applications.
BRS submittal of Golf Facilities Preliminary
Cost and Scope.
120 days after the Effective Date of the
Performance and Participation Agreement.
City shall approve or disapprove within 60 days
after submittal.
BRS submittal of Golf Concept Plan. 120 days after City approval of Golf Facilities Preliminary Cost and Scope.
BRS submittal of Submittal Package 120 days after City final approval of Golf Concept Plan.
Submittal of BRS Pre-Application 120 days after the Effective Date of the Performance and Participation Agreement.
Submittal of BRS Project Entitlement
Applications:
▪ General plan amendment;
▪ Zoning amendment;
▪ Tentative map (large lot and/or small
lot);
▪ Planned Development Permit (if needed)
Note: Proposed Development Agreement or
proposed documentation for CFD may be
submitted at a later date, if desired.
270 days after receipt of Agency comments on
City of Preliminary Review Application.
Planning Application Resubmittal and
required additional applications.
270 days after Agency comments on
Applications.
Posting of Deposits for preparation of CEQA
analysis.
10 days after Agency’s comments on Planning
Application final Resubmittal
Selection of MAI-Certified Appraisal to
perform Entitlement Appraisal.
90 days prior to the date by which the appraiser
shall be directed to complete the Entitlement
Appraisal.
Appraiser to complete Entitlement
Appraisal.
60 days after the Final Approval.
Submittal of Grading Permit application (for
BRS Project and Golf Facilities)
180 days after receipt of Final Approvals, and
completion of Entitlement Appraisal.
Submittal of grading and backbone
infrastructure plans for BRS Project.
180 days after completion of Entitlement
Appraisal.
Other Terms
• Community Benefits, non-monetary consideration as a
result of the conveyance to BRS, which generally consist of community benefits as follows:
– (i) job creation and sales and other tax revenues
generated by the Property and the Project;
– (ii) Golf Concept Plan for the revitalization and
redevelopment of the City Golf Course:
renovated/restored municipal golf course & new multi-
use clubhouse, within parameters established by City;
– (iii) Project Entitlement Approvals permitting
construction by the City of the City Golf Course
• Termination Clause-City repurchase of property for
original purchase price
• Non-material changes by CM and CAO; staff extension up to 6 months on performance deadlines
• Assignment is at City’s discretion
Public Outreach
• Stakeholder meetings have taken place on:
– July 30, 2024, September 5, 2024,
October 3, 2024, and October 31, 2024
– Representatives from the golfing
community, Greater Vallejo Recreational
District (GVRD), City of Vallejo, and two
members at large
– sustainability of the golf facilities, fiscal
responsibility, fiscal enhancements of the
golf facilities, redevelopment with
housing/community concepts, and a
public/private partnership
Redline Edits to Agreement
• Few typos
• Easement language to ensure
access no matter what project
moves forward
• CFD language ensuring city Police
and Fire services are prioritized
Next Steps
If Council approves the Participation and
Performance Agreement, Developer will move
forward with planning and entitlement:
• Golf Concept Plan design
• General Plan Amendment, Zoning amendment,
Tentative map, Planned development permit, other
entitlements prepared and submitted
• CEQA analysis
• Public Input
• Public Hearing on final design for project and golf
course design
Staff Recommendation
Adopt a Resolution Approving the Blue Rock Springs
Redevelopment Participation and Performance Agreement
Between the City of Vallejo and Blue Rock Springs, LLC and Authorizing the City Manager to Execute the same.
CONTACT(S)
Gillian Haen,
Assistant City Manager
[email protected]
Recording Requested by:
CITY OF VALLEJO
WHEN RECORDED, RETURN TO:
City of Vallejo City Clerk
555 Santa Clara Street
Vallejo, CA 94590
(Space Above This Line for Recorder’s use only)
Exempt from Recording Fees pursuant to Govt. Code § 227383
PERFORMANCE AND PARTICIPATION AGREEMENT
[BLUE ROCK SPRINGS GOLF COURSE REDEVELOPMENT]
This Performance and Participation Agreement (“Agreement”) is made and entered by and between the City of Vallejo, a municipal corporation (“City”) and Blue Rock Springs, LLC, a Delaware limited liability company (“ BRS”), (each a “ Party,” and collectively, “ Parties”), and is dated for reference purposes as of December 18, 2024. City and BRS do mutually agree as follows:
RECITALS
This Agreement is made with reference to the following facts, which the Parties agree are true and accurate:
A. City and BRS are parties to that certain December 20, 2022 , Purchase and Sale Agreement and Joint Escrow Instructions (“ Purchase Agreement”), a copy of which is attached hereto as Exhibit A. The Purchase Agreement included in Section 6 the requirement for the Parties to enter into a Performance Agreement and a Participation Agreement, as described more specifically in Recitals G and H, below. The Purchase Agreement was amended on January 20, 2023 , April 14, 2023, June 21, 2023, September 1, 2023, February 1, 2024, and September 24, 2024 to extend the time for the Parties to negotiate and finalize the terms of the Performance and Participation Agreement(s).
B. Pursuant to the Purchase Agreement, on December 28, 2022, City conveyed to BRS , for redevelopment, an approximately 75-acre portion of the Blue Rock Springs Golf Course property in Vallejo, California, as more particularly described in Exhibit B comprised of Exhibits B-1, B-2, and B-3, attached hereto and incorporated herein by reference, (“BRS Property”). The BRS Property generally consists of (1) an approximately 62.03 acre parcel, on which BRS anticipates residential development, as more particularly described in Exhibit B-1 (“Residential West Parcel ”); (2) an
approximately 8.98 acre parcel, on which BRS anticipates commercial development , as more particularly described in Exhibit B-2 (“Commercial North Parcel”); and (3) an approximately 3.98 acre parcel, on which BRS anticipates commercial development , as more particularly described in Exhibit B-3 (“Commercial South Parcel”) (collectively such development referred to herein as the “BRS Project ”). The City retained approximately 198.43 acres of adjacent property , as more particularly de picted in Exhibit C, attached hereto and incorporated herein by reference (“City- Retained Property”), which includes a portion of the existing 36-hole City golf course (“Existing 36-hole City Golf Course”).
C. The City identified three (3) goals for the redevelopment of the BRS Property and the revitalization of the City-Retained Property, title to which remains with the City: (1) redesign, renovate and redevelop the Existing 36-hole City Golf Course into a new eighteen- (18-) hole golf course on the City-retained property, in a manner that allows for it to operate as an affordable public course but independent of subsidies from City (“City Golf Course”); (2) fund the development of a new City- owned multi-use clubhouse and associated facilities serving both the City Golf Course and the local community on the City-Retained Property; and (3) preserve or improve the existing aesthetics, quality, property values, environment and views of the surrounding neighborhoods.
D. The Parties entered into that certain Deposit and Indemnification Agreement (“Reimbursement Agreement”), dated February 26, 2023, pursuant to Section 6(c) of the Purchase Agreement.
E. BRS delivered to City an Approval Notice, dated February 27, 2023, pursuant to Section 6(e) of the Purchase Agreement.
F. On even date herewith, the Parties entered into that certain Collaborative Use Easement (“CUE”) over the BRS Property and the City Golf Course in favor of Vulcan Lands, Inc., a New Jersey corporation, successor -in-interest to Syar Industries, Inc., a California corporation, pursuant to that certain August 1, 2022 Settlement and Release Agreement between the Parties and Syar Industries, Inc. (“Syar Agreement”). The CUE replaces a similar Collaborative Use Easement which was recorded by BRS over the BRS Property on December 28, 2022, as Instrument No. 202200078481 in the Official Records of Solano County.
G.F. This Agreement shall serve as the “ Participation Agreement ” identified in Section 6(d) of the Purchase Agreement. It includes the terms and conditions for BRS’ payment of additional consideration to City for City’s sale of the BRS Property, in addition to the Purchase Price which was deposited into Escrow for the City’s benefit at the Close of Escrow under the Purchase Agreement.
GH. This Agreement is also intended to serve as the “ Performance Agreement” identified in Section 6(f) of the Purchase Agreement. It establishes a schedule and terms pursuant to which BRS shall proceed with filing those applications and submittals that are and will be necessary to secure issuance of the Project Entitlement Approvals (defined in Section 5(a) below) for BRS to develop the BRS Project and the Final Golf Concept Plan (as defined in Section 4 (d) below) (“BRS Application(s)”). The Project Entitlement Approvals sought by the BRS Application(s) shall be (1) consistent with the limitations imposed on the development of the BRS Property and City Golf Course by the Syar Agreement August 1, 2022 Settlement and Release Agreement between the Parties and Syar Industries, Inc. (“ Syar Agreement ”) and the CUE ; and ( 2) pursued in an expeditious
manner, with reasonable diligence, and on a timeline that is generally consistent with the Performance Schedule (as defined in Section 5(b) below).
NOW, THEREFORE , in consideration of the foregoing, and the mutual promises and covenants contained in this Agreement, the receipt and adequacy of which is acknowledged, the Parties agree as follows:
AGREEMENT
The Recitals set forth in the introductory paragraphs of this Agreement constitute a material part of this Agreement, and are fully incorporated herein by this reference, as if set forth in their entirety.
1. Effective Date . The Parties acknowledge that City’s ability to enter into this Agreement is contingent upon the adoption of a resolution by the City Council approving this Agreement. Accordingly, as used herein, the term “ Effective Date” shall mean the date on which this Agreement has been executed by both Parties following adoption of the resolution by the City Council approving and authorizing this Agreement.
2. Capitalized Terms. All capitalized terms herein shall have the meanings ascribed to them in the Purchase Agreement, or Reimbursement Agreement, as applicable, unless otherwise defined.
3. CEQA Compliance. In compliance with the California Environmental Quality Act (“CEQA”), to provide members of the public the opportunity to be aware of and comment on the environmental consequences of a development project on the BRS Property, the Parties acknowledge that City has no obligation to approve a ny development project on the BRS Property and that any project shall only be considered after review under CEQA. City shall retain all discretion in accordance with applicable law before action on any project by the City Council to ( a) ide ntify and impose mitigation measures to mitigate significant environmental impacts, (b) select other alternatives to avoid significant environmental impacts, ( c) balance the benefits of the project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, or (d) determine not to proceed with any project. All obligations implied or stated in this Agreement relating to the Project Entitlement Approvals are subject to this provision requiring CEQA compliance. Any failure by City Council to grant the Project Entitlement Approvals for the BRS Project after a public hearing thereon shall not constitute a default or a breach of the terms of this Agreement by City.
4. Golf Facilities.
a. To facilitate the Project Entitlement Approvals and development of the City Golf Course, which at a minimum shall include a public golf course with a minimum of eighteen (18) holes and a new City -owned multi -use clubhouse and associated facilities (e.g., golf cart storage, parking, etc.) serving both the City Golf Course and the local community , within one hundred and twenty (120) days after the Effective Date of this Agreement, BRS shall provide City for its review, no less than three alternative conceptual plans for the City Golf Course developed by the Golf
Architect (“Golf Concept Plan”) with a proposed minimum cost and scope for each Golf Concept Plan, based upon an Engineer’s estimate of the costs of complete construction (“Golf Facilities Preliminary Cost and Scope ”). The Golf Concept Plans shall be consistent with the limitations imposed on the development of the BRS Property and City Golf Course by the Syar Agreement.
b. Pursuant to Section 6(f)(v) of the Purchase Agreement, BRS shall engage Greg Norman Golf Course Design Company, LLC (or another golf architect reasonably acceptable to BRS and the City) (“Golf Architect”) to develop the Golf Concept Plan and the Golf Facilities Preliminary Cost and Scope . The costs incurred in connection with the above -stated activities shall be at BRS’ sole cost; however, if approved by City, such costs shall be Project Costs , as defined in Exhibit E, attached hereto and incorporated herein by reference.
.
c. After the preliminary Golf Concept Plan alternatives and preliminary Golf Facilities Preliminary Cost and Scope have been submitted to the City, the City Council will review and approve or disapprove a preliminary Golf Concept Plan and Golf Facilities Preliminary Cost and Scope within sixty (60) days after submittal by the Golf Architect. In the event of disapproval, City shall provide the Golf Architect with substantive comments and feedback sufficient to allow revision and approval of the preliminary Golf Concept Plan, which shall be reasonably approved or disapproved within ninety (90) days after re-submittal. In the event the subsequent re-submittal is also disapproved, then BRS may submit Project Entitlement Approvals solely for the BRS Property, and BRS will be free from any further obligations regarding any development of the City Golf Course. For the avoidance of doubt, the City is under no obligation at any time to proceed with the approval of the Golf Concept Plan, entitlements , or construction of the City Golf Course and remains free to expend the Total Consideration in any way it deems fit. Because access and utilities to the Existing City Golf Course are located upon the BRS Property, in the event that the City does not approve the Golf Concept Plan and chooses to not move forward with the City Golf Course, then the City’s access over the BRS Property to the City Golf Course and all related improvement costs, if any, shall be determined at the Project Entitlement phase and . mproved access to the BRS Property, which easement shall: (i) be in a location that is reasonably acceptable to BRS; and (ii) be located within a non-exclusive easement within the improved access to the BRS Property . That easement shall: (i) be in a location that is reasonably acceptable to both Parties; and (ii) not interfere with or have significant adverse impact on the BRS Project due to the need to provide access to the remainder of the Existing City Golf Course; and (iii) include all necessary improvements and utilities to replace all access and utilities currently serving the Existing City Golf Course. The costs associated with this easement and the installation of the utilities, except those serving the BRS Project, shall be borne by the City. d.c.
e.d. In the event the City approves a preliminary Golf Concept Plan and Golf Facilities Preliminary Cost and Scope (“Final Golf Concept Plan ”), BRS shall pursue the Project Entitlement Approvals for the Final Golf Concept Plan concurrently with its submittal of the BRS Application(s) and pursuit of the Project Entitlement Approvals for the BRS Project.
e. For the avoidance of doubt, the Final Golf Concept Plan shall include sufficient detail to permit the submittal of a development application and pursuit of the Project Entitlement Approvals (as defined in Section 5(a) below), and shall include all of the application submittal checklist requirements, including complete sets of all items such as a site layout and conceptual grading plan and conceptual landscape plan, among other requirements (i.e., construction- level detail is not required) (“Submittal Package”).
5. Pursuit of Entitlements; Performance Schedule; City Resources.
a. Pursuit of Entitlements. BRS currently envisions that the Residential West Parcel will be developed with approximately 500-600 dwelling units, and that the Commercial North and South Parcels will be developed with commercial improvements. The City Golf Course, title to which remains with City, shall be entitled by BRS in a manner consistent with the Final Golf Concept Plan. BRS expects that such development will require that BRS Application(s) be submitted, with all supporting documentation for all entitlements required by the General Plan or Vallejo Municipal Code (“Project Entitlement Approvals ”), to seek City approval of the BRS Project and the City Golf Course, including, but not limited to, the following anticipated entitlements:
i. preparation and certification of an Environmental Impact Report which pertains to the proposed development on the BRS Property and the City Golf Course;
ii. approval of a General Plan Amendment;
iii. approval of a Zoning Amendment;
iv. approval of one or more tentative map(s);
v. approval of a planned development; and
vi. negotiation and/or execution of a Development Agreement.
City shall , as the owner of the City Golf Course, cooperate with the processing of the BRS Application(s) and associated planning application documents to facilitate review of permit applications for the City Golf Course. The Parties’ cooperation shall include executing any consent documents that are reasonably necessary for BRS to submit the BRS Application(s) for the Project Entitlement Approvals including the City Golf Course.
b. Performance Schedule; Recording of Agreement.
i. The Parties intend that the BRS Property and the City Golf Course shall be entitled for development in an expeditious manner in accordance with that schedule of performance milestones attached hereto as Exhibit D (“Performance Schedule”).
ii. This Agreement shall be recorded on title to the BRS Property to secure BRS’ compliance with the terms and conditions of this Agreement, including, but not limited to, the Performance Schedule, and to assure that the City’s Power of Termination (defined below) is a matter of public record.
iii. Pursuant to Section 7 of the Purchase Agreement, in the event that BRS fails to comply with a material obligation established by the Performance Schedule, as it may be modified or tolled from time-to-time, the City may exercise a Power of Termination (see e.g., Cal. Civ.
Code § 885.010, et seq.), subject to BRS first receiving a Default Notice and an opportunity to cure, as
set forth in Section 16(a) below, and the completion of the “Good Faith Negotiation” required by Section 16(b) below. Fee ownership of the BRS Property shall thereafter be returned to the City and BRS shall receive the return of the Purchase Price and any unexpended amounts pursuant to the Reimbursement Agreement dated February 26, 2023.
iv. In the event that litigation is filed by a third party concerning the Project Entitlement Approvals and BRS does not elect to terminate in accordance with Section 1 4, the Parties’ obligations to comply with the Performance Schedule shall be tolled until such litigation is resolved (whether by final non-appealable judgment, or otherwise). The Parties shall also be entitled to receive a day-for-day delay of the milestones established by the Performance Schedule.
c. Dedication of City Resources.
i. City shall, in its regulatory capacity, assure that a reasonable and sufficient number of City staff members and resources are assigned to the processing of the BRS Application(s). If sufficient staff resources are not available, BRS may request that the City obtain the services of a dedicated City contract planner, the costs of which would be reimbursed to the City, in accordance with the Reimbursement Agreement.
ii. City shall timely process all BRS Application(s) that are submitted to City, and shall bring the project which is the subject of the BRS Application(s) forward to an entitlement hearing within twelve (12) months after : (1) a determination that the BRS Application(s) are complete; or, (2) compliance and completion with of all CEQA requirements, as determined by the City, whichever is later (or within such earlier period as may be required by California law) . To the extent that City fails to do so, BRS shall be entitled to a day-for-day extension of any performance deadlines.
iii. BRS understands and agrees that City is not committing to the approval of any or all of the BRS Application(s), and that the City shall be entitled to as much time as state and local law permit to process said BRS Application(s). Moreover, BRS acknowledge s and agrees that in reviewing and acting upon the BRS Application(s), City retains all of its discretionary land use authority and police powers . N o limitations shall be imposed on the exercise of said discretion by this Agreement.
6. Total Consideration; Payment Structure.
a. Entitlement Appraisal.
i. The Parties agree that the consideration to be paid to City for its conveyance of the BRS Property requires that the land value of the Residential West Parcel is a minimum of Ten Million Five Hundred Thousand and 00/100 Dollars ($10,500,000) (“Minimum Valuation”). Accordingly, and in recognition that economic conditions have changed considerably since BRS’ 2022 acquisition of the BRS Property, and to facilitate agreement between the Parties as to the amount of the Total Consideration (defined below), within sixty (60) days after the Effective Date of this Agreement, the Parties shall jointly select an MAI-certified appraiser to estimate the value of the BRS Property. If the Parties fail to reach agreement on an appraiser, Integra Realty Resources, which performed the December 23, 2022 , appraisal of the BRS Property (the “ Initial Appraisal”) shall be deemed to have been selected.
ii. Within sixty ( 60) days after BRS receives “Final Approval” of the Project Entitlement Approvals, the BRS Property shall be appraised (“Entitlement Appraisal ”). “Final Approval” means the last action by the City (or other applicable agency) required for the Project Entitlement Approvals to be binding and enforceable, and the expiration of all applicable administrative and judicial appeal periods to challenge the Project Entitlement Approvals without any legal action filed to challenge any of the Project Entitlement Approvals. The appraiser shall be instructed as provided in Exhibit E (“Appraisal Instructions”), attached hereto and incorporated herein by this reference.
b. Total Consideration . As used herein the term “ Total Consideration ” means the total of the following consideration received or to be received by the City for its sale of the BRS Property to BRS:
i. Purchase Price. The Purchase Price for the BRS Property, i.e., the sum of Four -Hundred Thousand and 00/100 Dollars ($400,000) (“ Purchase Price ”), shall be released to City by Escrow Agent (as defined in the Purchase Agreement) the next business day after the Effective Date of this Agreement by written notice to Escrow Agent executed by the City and BRS that this Agreement has been executed. For the avoidance of doubt, the Purchase Price was established by negotiation, and with reference to the Initial Appraisal which determined that the BRS Property had a fair market value of Two -Hundred Eighty -Five Thousand and 00/100 Dollars ($285,000), assuming its use remained as a part of the City Golf Course or other recreational use.
ii. City Golf Course Design Funds. After the expiration of all applicable administrative and judicial appeal periods to challenge the Project Entitlement Approvals without any legal action filed to challenge any of the Project Entitlement Approvals and within sixty (60) days after completion of the Entitlement Appraisal, the sum of One Million Five Hundred Thousand Dollars ($1,500,000), shall be tendered to City, which payment may be utilized by City, at City’s sole discretion to expend for any purpose whatsoever. However, if the City approves the Final Golf Concept Plan such funds may be used to fund the design and construction plans for the City Golf Course, concurrent with the design and construction plans for the Project (“City Golf Course Design Funds”). For the avoidance of doubt, the Parties intend to conservatively estimate the amount of the City Golf Course Design Funds and expect that some portion of the City Golf Course Design Funds shall be available to fund pre-construction and/or construction activities, or other uses as determined by the City in its sole discretion.
iii. Value at or below Minimum Valuation. In the event that the Entitlement Appraisal establishes that the valuation of the Residential West Parcel portion of the BRS Property (the “Residential West Value”) is equal to or less than the Minimum Valuation , then the City shall receive the following payments:
A. Lot Sales Funds.
1. In an effort to assure the maximum lot sale proceeds, BRS shall market the Residential West Parcel to a minimum of at least fifteen (15) merchant home builders for development (“Homebuilders”). BRS shall provide the material terms of each offer to City for review and consideration. City shall communicate its consideration to BRS.
2. Within sixty (60) days after BRS completes each sale of lots on the Residential West Parcel as identified on a subdivision map or parcel map in a “ Finished Lot” condition (each a “ Lot Sale”), to merchant homebuilders or other third parties for housing development, BRS shall pay the City 8.1525% of the Lot Sale proceeds from each such Lot Sale, net of closing costs paid by the BRS at closing (whether inside or outside of escrow) (collectively the “City Lot Sale Funds”) and the remaining 91.8475% of the Lot Sales proceeds shall be paid to B RS (the “BRS Lot Sale Funds”). At a minimum, BRS agrees to pay City the sum of $8,600,000 in City Lot Sale Funds. As used herein, the term “ Finished Lot ” means Lots graded and compacted in accordance with the grading plans approved by the City and other applicable agencies and authorities, (b) all in-tract improvements completed, including completion of all wet and dry utilities stubbed to the Lots, insta llation of all streets (including all curbs, gutters, and lighting) and sidewalks, and installation of joint trench crossings and conduit within public right -of-way, such that the Lots shall satisfy the City’s conditions for the issuance of production home (“each a “ Residential Unit ”) building permits. BRS is required to transfer the BRS Property only as Finished Lots such that Lot Sales Funds shall be derived from the sale of such Finished Lots, as opposed to from an assignment or sale of the entirety of the BRS Property, from a bulk sale of mapped lots, or from a sale of subdivided lots on which homes have been constructed. To the extent that BRS wishes to sell other than Finished Lots and proposes another revenue-generating model, written City consent shall be required, which shall not be unreasonably withheld provided that the City will receive the revenue contemplated herein.
3. At such time as BRS closes escrow on the sale of 70% of the Lot Sales within the Residential West Parcel (the “ Lot Sale 70% Threshold”), if the total of all City Lot Sale Funds paid to the City is less than $8,600,000, then BRS shall pay City, within thirty (30) days after the Lot Sale 70% Threshold is achieved, that amount required for City to receive a total of $8,600,000 in Lot Sales Funds (“ Lot Sales Advance”). BRS shall not be required to pay to City any further City Lot Sale Funds until such time as BRS recovers all of the Lot Sales Advance from the City Lot Sale Funds. After BRS recovers the Lot Sales Advance, then City shall again receive the City Lot Sale Funds from the sale of all remaining Lots wit hin the Residential West Parcel (at the rate of
8.1525% of the Lot Sale Funds).
iv. Value Greater Than Minimum Valuation. In the event that the Entitlement Appraisal establishes that the valuation of the Residential West Parcel portion of the BRS Property (the “Residential West Value”) exceeds the Minimum Valuation at the time of Entitlement Appraisal, the Minimum Valuation shall be increased to add 25% of the amount by which the Residential West Value exceeds $10,500,000 (the “Revised Minimum Valuation”). For example, if the Entitlement Appraisal establishes that the Residential West Value is $20,500,000, the Revised Minimum Valuation shall be calculated as follows: $20,500,000 minus $10,500,000 equals $10,000,000. $10,000,000 multiplied by 25% = $2,500,000. $2,500,000 + $10, 500,000 = $1 3,00,000 (Revised Minimum Valuation).
A. Lot Sales Funds.
1. In an effort to assure the maximum lot sale proceeds, BRS shall market the Residential West Parcel to a minimum of at least fifteen (15) merchant home builders for development (“Homebuilders”). BRS shall provide the material terms of each offer to City for review and consideration.
2. Within sixty (60) days after BRS completes each sale of lots on the Residential West Parcel as identified on a subdivision map or parcel map in a “Finished Lot” condition (each a “Lot Sale”), to merchant homebuilders or other third parties for housing development, BRS shall pay the City 8.1525% of the Lot Sale proceeds from each such Lot Sale, net of closing costs paid by the BRS at closing (whether inside or outside of escrow) (collectively the “City Lot Sale Funds”) and the remaining 91.8475% of the L ot Sales proceeds shall be paid to BRS (the “BRS Lot Sale Funds”). At a minimum, BRS agrees to pay City the Revised Minimum Valuation minus the $1,900,000 already paid in City Lot Sale Funds. As used herein, the term “Finished Lot” means Lots graded and compacted in accordance with the grading plans approved by the City and other applicable agencies and authorities, (b) all in-tract improvements completed, including completion of all wet and dry utilities stubbed to the Lots, installation of all streets (in cluding all curbs, gutters, and lighting) and sidewalks, and installation of joint trench crossings and conduit within public right -of- way, such that the Lots shall satisfy the City’s conditions the issuance of production home (each a “Residential Unit”) building permits. BRS is required to transfer the BRS Property only as Finished Lots such that Lot Sales Funds shall be derived from the sale of such Finished Lots, as opposed to from an assignment or sale of the entirety of the BRS Property, from a bulk s ale of mapped lots, or from a sale of subdivided lots on which homes have been constructed. To the extent that BRS wishes to sell other than Finished Lots and proposes another revenue-generating model, written City consent shall be required, which shall n ot be withheld provided that the City will receive the revenue contemplated herein.
3. At such time as BRS closes escrow on the sale of 70% of the Lot Sales within the Residential West Parcel (the “ Lot Sale 70% Threshold”), if the total of all City Lot Sale Funds paid to the City is less than the Revised Minimum Valuation minus the $1,900,000 already paid , then BRS shall pay City, within thirty (30) days after the Lot Sale 70% Threshold is achieved, that amount required for City to receive a total of the Revised Minimum Valuation in Lot Sales Funds (“ Lot Sales Advance”). BRS shall not be required to pay to City any further City Lot Sale Funds until such time as BRS recovers all of the Lot Sales Advance from the City Lot Sale Funds. After BRS recovers the Lot Sales Advance, then City shall again receive the City Lot Sale Funds from the sale of all remaining Lots within the Residential West Parcel (at the rate of
8.1525% of the Lot Sale Funds).
iv. Home Sales Funds. As part of the purchase agreement for each Lot Sale to a Homebuilder, BRS shall, to the extent commercially reasonable at the time of such Lot Sale, require that the Homebuilder agree to pay BRS a negotiated percentage (typically fifty percent (50%)) of the Homebuilder’s gross profits which exceed a negotiated percentage of the total sales prices received by the Homebuilder from the sale of all Residential Units built by the Homebuilder within the Lots purchased by that Homebuilder from BRS . Such Homebuilder profit payments to BRS (or any other similar payments paid to BRS from each Homebuilder), are referred to herein collectively as the “ Profit Participation Payments .” To the extent BRS receives any Profit Participation Payments, then 50% of the Profit Participation Payments received by BRS shall be paid to the City within sixty (60) days after BRS’ receipt of the Homebuilder’s final profit participation report, which payment to City is referred to herein as the “ Home Sales Funds .” BRS does not make any representations or warranties to the City as to what the terms of any such profit participation with the Homebuilders will be and such terms that BRS negotiates are within the sole and absolute discretion of BRS.
7. Economic Participation Payments upon all Future Home Re -Sales in Residential West Parcel. Because by the transfer of the BRS Property, the City is giving up a scarce land resource in perpetuity, which land would otherwise have ongoing benefit to the City, in order to compensate the City for the ongoing lo ss associated therewith, the City is retaining an economic interest in the land as set forth herein. Accordingly, to the extent legally permissible, the City shall receive, payable by the seller at closing (whether inside or outside of escrow) of each and every sale or transfer, one percent (1%) of the total sales or transfer price of each Residential Unit with in the Residential West Parcel, in perpetuity (the “ Economic Participation Payments ”). No Economic Participation Payments shall be paid to the City at the initial sale of a Residential Unit constructed on the Residential West Parcel, by each Homebuilder to the initial Homebuyer (“Initial Sale”), but shall be paid upon each and every sale or transfer subsequent to the Initial Sale in perpetuity. BRS shall ensure that City’s entitlement to such Economic Participation Payments shall be recorded on title to each Finished Lot prior to sale of such lot (“Lot Sale”). This Economic Participation Payment is in addition to any other tax (including but not limited to Documentary Transfer Ta x), fee, charge , assessment, or any other financial cost associated with the sale or transfer of Residential Units.
8. Commercial Parcels. BRS shall commence grading and infrastructure improvements (“Initial Commercial Development”) on the Commercial North Parcel and Commercial South Parcel (“ Commercial Parcels ”) within four years of the Final Entitlement Approvals and shall complete grading and infrastructure development within two years after such commencement. If BRS does not commence commercial development of the Commercial North Parcel and Commercial South Parcel within such four -year period or does not substantially complete construction thereof within the additional two-year period (“Complete Initial Commercial Development”), then BRS shall offer to sell any Commercial North or Commercial South Parcel not so developed to the City for a price equal to the pro rata share of total BRS Property acreage based on the original Purchase Price. Thereafter, if the City accepts said offer, and closes escrow on such purchase, then the City shall be the sole owner of and shall retain the sole discretion for future use of the Commercial Parcel(s). In the alternative the Parties could agree to extend said four -year and/or two-year time period(s). Following BRS’ receipt of Final Approval of the Project Entitlement Approvals, BRS may elect at any time to sell the Commercial North Parcel and/or the Commerci al South Parcel , or portion(s) thereof, and City shall be entitled to an 8.1525% share of the lot sales proceeds for such parcel(s) sold, payable at the close of escrow for such sale(s) by BRS, net of closing costs paid by BRS at closing (whether inside or outside of escrow). Alternatively, if BRS elects to develop the Commercial North Parcel and/or the Commercial South Parcel, then prior to commencement of construction, BRS shall pay to the City 8.1525% of the appraised value in the Entitlement Appraisal of that Commercial North Parcel and/or the Commercial South Parcel which is developed by BRS. No further payment to the City shall be required for any later sale by BRS of the Commercial North Parcel and/or the Commercial South Parcel after such development.
9. Community Benefits. City acknowledges that in addition to the Total Consideration, City will receive non -monetary consideration as a result of the conveyance of the BRS Property to BRS, which generally consist of community benefits as follows: (i) job creation and sales and other tax revenues generated by the Property and the Project; (ii) a Golf Concept Plan for the revitalization and redevelopment of the City Golf Course , with contemplated improvements to include a renovated/restored municipal golf course and multi-use clubhouse, within parameters established by City; and (iii) Project Entitlement Approvals permitting construction by the City of the City Golf Course (collectively, “Community Benefits”).
10. Community Facilities District.
A. BRS shall petition the City , in its regulatory capacity, and hereby agrees to form a Community Facilities District (“CFD”), which CFD shall be subject to City approval, in its regulatory capacity. At a minimum, such petition shall include a fiscal impact analysis to provide the Project’s pro rata share for police and fire serviceoperating costs.
B. In addition, provided that the amounts included in A above are included in the CFD, if BRS so elects, the CFD shall provide for special taxes with a fixed base rate of up to 0.15% of average home prices in the Project to be used solely to finance the construction by BRS of eligible public facilities (“ Eligible Facilities”) and/or the payment by BRS of development impact fees for the Project by means of a thirty- (30-) year bond (the “CFD Bond”).
A.C. BRS understands and agrees that City in its regulatory capacity, is not committing to the approval of any CFD, Development Agreement , or otherwise limiting its discretion to consider such matters.
11. Acknowledgement. City finds and determines that the Total Consideration , excluding any Home Sales Funds , City CFD Proceeds, equals or exceeds the “fair market price” of the BRS Property under California Labor Code Section 1720(b)(3) (as the term “fair market price” is used therein. City acknowledges and agrees that its receipt of any Home Sales Funds , City CFD Proceeds, and Economic Participation Payments are additive to the “fair market price.” The amount of the Total Consideration shall not be subject to change following the Effective Date of this Agreement.
12. Project Meetings. The Parties shall cooperate in good faith to negotiate and further the land use and other regulatory approvals process necessary for construction of the City Golf Course and for development of the BRS Project on the BRS Property. The Parties agree that City Staff and authorized BRS representatives will consult with one another on a regular basis, with scheduled project meetings to occur at least once every two (2) months.
13. Force Majeure; Agreement to Extend Performance Schedule.
a. Notwithstanding specific provisions of this Agreement, performance by either party of its respective obligations hereunder shall not be deemed to be in default where delays or defaults are due to:
i. war; insurrection; civil disturbances; strikes; lockouts; riots; earthquakes; fires; casualties; acts of God; unforeseen site conditions; acts of the public enemy; epidemics; quarantine restrictions; or freight embargoes; or
ii. acts or omissions of the other party (including, with respect to the BRS Application(s), any unreasonable delays by the City or other governmental and quasi -governmental agencies with jurisdiction over the BRS Application(s) (each, an “Agency”) in the review or granting of any necessary approvals of any of the BRS Application(s)); acts or failure to act by any Agency (except that acts or failure to act by the City shall not excuse performance by the City); governmental
or judicial restrictions enjoining of the performance of the terms of this Agreement; and similar causes beyond the reasonable control of the party obligated to perform; or
b. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within sixty (60) days after commencement of the cause.
c. In the event that the period of Force Majeure exceeds twelve (12) months, City and BRS shall meet and confer in good faith regularly for the duration of the event to discuss mutually acceptable changes to the BRS Project that will allow development of the BRS Project to proceed to the extent possible notwithstanding the event or events causing such Force Majeure.
d. Upon the written request of a party approved by the other party, which approval shall not be unreasonably withheld, conditioned or delayed, the Performance Schedule shall be modified and extended to account for any event of Force Majeure and for any mutually approved delay. The City Manager is hereby authorized to extend times of performance on behalf of City, acting in his or her discretion, unless he or she determines in his or her discretion to refer such matter to the City Council.
14. Entitlement Risk; No Obligation to Pursue Project; Termination.
a. For the avoidance of doubt, and notwithstanding Section 7(c) of the Purchase Agreement, if the BRS Application (s) are not approved, and BRS is not able to secure Project Entitlement Approvals for the BRS Project in a form and with conditions acceptable to BRS in BRS’ sole and absolute discretion, then City shall repurchase the BRS Property (“Termination”) by refunding to BRS the Purchase Price and any unexpended amounts held by City pursuant to the Reimbursement Agreement in consideration for BRS reconveying the BRS Property to the City (the “Repurchase Payment”) and shall deliver the BRS Property to City in the same or better condition as it was at the time of conveyance to BRS from City with the exception of any physicals acts of the City as occupant of the BRS Property pursuant to the Standard Industrial/Commercial Land Lease – Gross by and between Blue Rock Springs, LLC, a Delaware limited liability company, as Lessor and City of Vallejo, a municipal corporation, as Lessee, dated December, 2022. Said Termination shall be preceded by giving City written notice thereof (“ Notice of Termination ”). City shall endeavor to complete the repurchase of the BRS Property within one hundred and twenty (120) days after receipt of the Notice of Termination from BRS.
b. In the event that BRS elects at any time to not pursue the Project Entitlement Approvals for the BRS Property, then BRS shall provide notice of same to City, and the City may exercise its Power of Termination under Section 5(b)(iii) above.
c. City’s repurchase of the BRS Property shall be conducted with Escrow Holder and title shall be conveyed using the same form of deed as used in the Purchase Agreement. Title shall be delivered in the same marketable condition as it was when the BRS Property was conveyed to BRS and insured by Title Company in favor of City by a title policy in the amount of the Repurchase Payment at the cost of BRS.
15. Action or Approval. Whenever action and/or approval by City is required under this Agreement, or a waiver of one or more provisions of this Agreement or an extension of time of up to
six (6) months is appropriate to carry out its objectives, the City Manager , as City’s Authorized Representative (“Authorized Representative ”) may act on and/or approve such matter unless specifically provided otherwise, or unless the Authorized Representative , determines in his or her discretion that such action or approval requires referral to the City Council for consideration.
16. Dispute Resolution. Any claim or controversy between the Parties which relates to or arises from this Agreement, the rights and obligations conferred thereby , or the alleged facts on which a Default Notice (defined below) is provided (“Dispute”), shall be resolved as provided herein:
a. Notice of Breach; Opportunity to Cure . Any failure by Party to perform any obligation established by this Agreement or its failure to observe or perform any other provision or condition of this Agreement shall be a breach under this Agreement if such failure is not cured within ten (10) business days (“Cure Period”) after written notice of default thereof from the other Party (“Default Notice”) provided that if the nature of such breach is such that the same cannot reasonably be cured within that ten (10) business day period, the Party alleged to be in breach shall not be deemed to be in breach if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such breach within thirty (30) business days.
b. Good Faith Negotiations. The Parties shall meet no later than (i) twenty (20) business days following receipt of written request to meet signed by any Party and delivered to the other Party (the “Resolution Notice”) or (ii) ten (10) business days after the expiration of the Cure Period that commences to run following delivery of a Default Notice (if the default is not cured by expiration of the Cure Period ). The Parties shall negotiate in good faith in an effort to resolve the Dispute. If the Parties cannot resolve the Dispute within twenty (20) business days following the date of the Resolution Notice or if any Party to the Dispute fails to meet as required by this Section, the Parties agree that the Dispute shall be submitted to mediation as provided below.
c. Mediation.
i. In the event of unsuccessful or incomplete Good Faith Negotiations, all disputes shall next be submitted to nonbinding confidential mediation by written notice by one of the Parties to the another Party and shall be treated as compromise and settlement negotiations under the standards set forth in California Evidence Code section 1119 and related provisions of California and Federal Law that protect the confidentiality of mediations or settlement discussions. If the Parties cannot agree on a mediator, each party shall submit a list of five mediators and the mediators shall be struck from the list until both parties agree.
ii. If either of the Parties (A) commences any legal action without first having attempted to resolve the Dispute through mediation, or (B) refuses to mediate after a request has been made, that Party shall not be entitled to recover attorneys’ fees incurred in connection with such Dispute, even if such recovery would otherwise be available in such action. The filing of an action to preserve a statute of limitations, t o enable the recording of a notice of pending action/lis pendens, or for provisional remedies (i.e., a temporary restraining order) shall not constitute a waiver or violation of these mediation requirements.
d. Litigation. Any Dispute which is not resolved by good faith negotiation or mediation, as set forth above, may be resolved by Litigation in the Superior Court for the County of
Solano, the United States District Court, Eastern District of California, Sacramento Division, or other court of competent jurisdiction.
e. Remedies. Unless otherwise expressly provided in this Agreement, the Parties shall have all available remedies at law or in equity.
17. Construction. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context indicates. This Agreement shall be construed as a whole and in accordance with its fair meaning, the captions being for convenience only and not intended to fully describe or define the provisions in the portions of the Agreement to which they pertain. Each Party hereto, and counsel for each Party hereto, has reviewed and revised this Agre ement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation or construction of this Agreement. This document shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within the State of California. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the Parties have no legal right to contract, the latter shall prevail but the provision of this document that is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.
18. No Personal Liability.
a. Without affecting the obligations or liabilities of the entities comprising BRS, no shareholder of BRS or any shareholder, member or equity holder or affiliate of BRS, or any of their respective directors, officers, agents, consultants or employees will be personally liable to City for any claim, loss, expense or liability arising from or in connection with this Agreement, and City hereby waives any such liability.
b. No elected official, officer, agent, consultant, attorney or employee of City will be personally liable to BRS for any claim, loss, expense or liability arising from or in connection with this Agreement, and BRS hereby waives any such liability.
19. Merger/Integration. The Parties intend this paragraph to be a conclusive recital of fact pursuant to Section 622 of the California Evidence Code. This Agreement and the exhibits attached hereto supersede any prior agreement, oral or written, and contain the entire agreement between the Parties on the subject matter hereof , i.e., BRS’ payment of additional consideration to City for City’s sale of the BRS Property, and performance schedule that governs the submittal of the BRS Applications. This Agreement (including the exhibits attached hereto) is intended to be a final expression of the agreement of the Parties and is an integrated agreement within the meaning of Section 1856 of the California Code of Civil Procedure. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party shall be of any effect unless it is in writing and executed by the Party to be bound thereby.
There are no contemporaneous separate written or oral agreements between the Parties in any way related to the subject matter of this Agreement, with the exception of those documents specifically identified herein.
20. Amendments and Counterparts. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto. BRS acknowledges that any said amendment will require City Council approval. Notwithstanding the foregoing, the City Manager or designee shall have the right to approve non-material changes on behalf of the City, with the consent of the City Attorney . This Agreement and any modifications, amendments or supplements thereto may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.
21. Computation of Periods . All periods of time referred to in this Agreement shall include all Saturdays, Sundays and State or National holidays, unless the period of time specifies “business days”, in which case such period of time shall exclude Saturdays, Sundays and State and National holidays; provided that if the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or State or National holiday, such act or notice may be timely performed or given on the next succeeding day that is not a Saturday, Sunday or State or National holiday. For purposes of this Agreement, the phrase “State and National holiday” shall refer to any day in which the Office of the County Recorder for the County of Solano is/are closed for business.
22. Independent Counsel . EACH PARTY TO THIS AGREEMENT ADMITS,
ACKNOWLEDGES AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO
CONSULT WITH AND BE REPRESENTED BY INDEPENDENT COUNSEL OF SUCH PARTY’S CHOICE IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND AMENDMENT OF THIS AGREEME NT. EACH PARTY FURTHER ADMITS,
ACKNOWLEDGES AND REPRESENTS THAT IT HAS NOT RELIED ON ANY
REPRESENTATION OR STATEMENT MADE BY ANY OF THE ATTORNEYS AND
REPRESENTATIVES OF THE OTHER PARTY WITH REGARD TO THE SUBJECT MATTER, BASIS, OR EFFECT OF THIS AGREEMENT.
23. Assignment. This Agreement shall not be assignable by BRS without City’s prior written consent, which consent may be granted or withheld in City’s sole discretion, which may be withheld for any reason or no reason whatsoever. Notwithstanding the above, BRS shall be permitted to assign this Agreement to any member of BRS, an affiliate of BRS or of any member of such affiliate, or to a legal entity under common control with BRS or any member of BRS (“Permitted Assignee”) and need only provide City with notice of such assignment, provided that the Permitted Assignee shall assume BRS’ obligations under this Agreement. Permitted Assignee also includes any entity in which any of Richard Lewis, Robert Lewis, Roger Lewis, Randall Lewis, or John Goodman, individually or collectively, directly or indirectly, own a controlling interest. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and permitted assigns of the Parties, and each of them.
24. No Obligation to Third Parties . Except as expressly set forth in this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the Parties hereto, to any person or entity other than each other.
25. Attorneys’ Fees. If either BRS or City brings any action or suit against the other for any matter arising out of this Agreement, then the prevailing party in such action or dispute, whether by final judgment and including any appeals, shall be entitled to recover from the other party all costs
and expenses of suit, including reasonable attorneys’ fees and expert witness fees. Any judgment entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys’ fees incurred in enforcing, perfecting and executing such judgment.
26. Confidentiality.
a. Any information provided by BRS to City, including pro formas and other financial projections (whether in written, graphic, electronic or any other form), that is clearly marked as “CONFIDENTIAL PROPRIETARY INFORMATION” (“Confidential Information”) shall be subject to the provisions of this Section. Subject to the terms of this Section, City shall use good faith diligent efforts to prevent disclosure of the Confidential Information to any third parties, except as may be required by the California Public Records Act (Government Code Section 6253, et seq.) or other applicable local, state or federal law (collectively, “Public Disclosure Laws”). Notwithstanding the preceding sentence, City may disclose Confidential Information to its officials, employees, agents, attorneys and advisors, but only to the extent necessary to carry out the purpose for which the Confidential Information was disclo sed. BRS acknowledges that City has not made any representations or warranties that any Confidential Information received from BRS will be exempt from disclosure under any Public Disclosure Laws.
b. In the event of a request to City by a third party for disclosure of any Confidential Information, City shall promptly notify BRS of such request in order to give BRS the opportunity to object to the disclosure of such Confidential Information. To the extent City’s legal counsel, after consultation with BRS, determines that the release of the Confidential Information is required by Public Disclosure Laws, or order of a court of competent jurisdiction, City shall notify BRS of City’s intention to release the Confidential Information, whereupon BRS shall have fifteen (15) days to seek a court order to prevent such disclosure . If the City Attorney, in his or her discretion after consultation with BRS, determines that only a portion of the requested Confidential Information is exempt from disclosure under the Public Disclosure Laws, City may redact, delete or otherwise segregate the Confidential Information that will not be released from the non -exempt portion to be released.
c. If any litigation is filed seeking to make public any Confidential Information, City and BRS shall cooperate in defending the litigation, and BRS shall pay City’s reasonable out -of- pocket costs of defending such litigation and shall indemnify City against all costs and attorneys’ fees awarded to the plaintiff in any such litigation. BRS shall also reimburse the City for actual costs of City staff and City Attorneys time and costs in connection with this Section . City shall use good faith diligent efforts to prevent disclosure of the Confidential Information to any third parties, subject to Public Disclosure Laws. Alternatively, BRS and the City may jointly elect to disclose the Confidential Information rather than defend the litigation. The Parties’ obligations under this Section shall survive the expiration or termination of this Agreement.
d. The restrictions set forth herein shall not apply to Confidential Information to the extent such Confidential Information: (i) is now, or hereafter becomes, through no act or failure to act on the part of City or its representatives, generally known or available to the public ; (ii) is known by City at the time of receiving such information as evidenced by City’s public records; (iii) is hereafter furnished to City by a third party, as a matter of right and without restriction on disclosure; (iv) is independently developed by City without any breach of this Agreement and without any use of or
access to BRS’ Confidential Information as evidenced by City’s records; (v) is not clearly marked “CONFIDENTIAL/PROPRIETARY INFORMATION” as provided above (except where BRS notifies City in writing, prior to any disclosure of the Confidential Information, that omission of the “CONFIDENTIAL/PROPRIETARY INFORMATION” mark was inadvertent), or (vi) is the subject of a written permission to disclose provided by BRS to City.
27. Litigation; Severability. If litigation is brought to challenge the validity or enforceability of this Agreement, the Parties will meet and confer regarding such litigation. The Parties’ obligations to comply with the Performance Schedule shall be tolled until such litigation is resolved (whether by final non-appealable judgment, or otherwise). The Parties shall also be entitled to receive a day-for-day delay of the milestones established by the Performance Schedule. In the event that the Parties cannot agree regarding how to address such litigation and the costs thereof or, such litigation invalidates a material term or defeats an essential purpose of this Agreement, either Party may terminate this Agreement by exercising a Power of Termination (see e.g., Cal. Civ. Code § 885.010, et seq.) as a sole remedy. Fee ownership of the BRS Property shall thereafter be returned to the City and BRS shall receive the return of the Purchase Price and any unexpended amounts pursuant to the Reimbursement Agreement dated February 26, 2023. In the event the Parties elect not to terminate this Agreement, thereafter, if any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability.
28. Notices. Any notice, request, demand, or other communication given with reference to this Agreement shall be in writing, shall reference this “ Performance and Participation Agreement” and shall be delivered personally, by overnight courier or by First Class mail, or by electronic mail, correctly addressed as follows, or to such other address(es) of which a Party may from time to time provide notice, in accordance with this paragraph:
TO CITY:
City of Vallejo
Attn: City Manager
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
TO BRS:
Blue Rock Springs, LLC
c/o Lewis Management Corp.
1156 North Mountain Avenue
P.O. Box 670
Upland, CA 91786
Attn: Doug Mull
[email protected]
City of Vallejo
Attn: Economic Development Director
555 Santa Clara Street
Vallejo, CA 94590
Blue Rock Springs, LLC
c/o Lewis Management Corp.
9216 Kiefer Blvd.
Sacramento, CA 95826
Attn: Jeb Elmore
[email protected]
COPY TO:
Gillian Haen
COPY TO:
Corie A. Edwards
Attn: City Manager’s Office
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
City of Vallejo
Attn: City Attorney
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
[email protected]
Reuben, Junius & Rose, LLP
One Bush Street, Suite 600
San Francisco, CA 94104
[email protected]
Notices so submitted shall be deemed to have been given (a) on the date personally served, if by personal service, (b) on the date of confirmed dispatch, if by electronic mail, or (c) upon the business day that delivery is confirmed by certified U.S. mail or overnight courier service. The addresses and addressees, for the purpose of this Section, may be changed by giving written notice of such change in the manner herein provi ded for giving notice. Unless and until such written Notice of change is received, the last address and addressee stated by written Notice, or provided herein if no such written Notice of change has been received, shall be deemed to continue in effect for all purposes hereunder.
BRS and City hereby agree that notices may be given hereunder by the parties’ respective counsel and that, if any communication is to be given hereunder by BRS’ or City’s counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date and year first above written.
THE CITY OF VALLEJO
a municipal corporation
_____________________________________
By: Andrew Murray
Its: City Manager
BLUE ROCK SPRINGS, LLC
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation
Its: Manager
_______________________________
By: John Goodman
Its: Chief Executive Officer and
Executive Vice President
ATTEST:
_____________________________________
By: Dawn G. Abrahamson
Its: City Clerk
APPROVED AS TO CONTENT:
_____________________________________
By: Gillian Haen
Its: Assistant City Manager
APPROVED AS TO FORM:
_____________________________________
By: Veronica A. F. Nebb
Its: City Attorney
(Space Below This Line for Acknowledgments)
Exhibit A
[Purchase and Sale Agreement]
Exhibit B
[Blue Rock Springs Golf Course Property, consisting of Exhibits B-1 (Residential West Parcel), B-2 (Commercial North Parcel), and B-3 (Commercial South Parcel)]
Exhibit C
[City-Retained Property]
Exhibit D
Performance Schedule
Milestone
Date*
BRS posting of $100,000 deposit per Deposit
and Indemnification Agreement
30 days after the Effective Date of the
Performance and Participation Agreement and
at least 90 days prior to the submittal of
development applications.
BRS submittal of Golf Facilities Preliminary
Cost and Scope.
120 days after the Effective Date of the
Performance and Participation Agreement.
City shall approve or disapprove within 60 days
after submittal.
BRS submittal of Golf Concept Plan.
120 days after City approval of Golf Facilities
Preliminary Cost and Scope.
BRS submittal of Submittal Package
120 days after City final approval of Golf
Concept Plan.
Submittal of BRS Pre-Application
120 days after the Effective Date of the
Performance and Participation Agreement.
Submittal of BRS Project Entitlement
Applications:
▪ General plan amendment;
▪ Zoning amendment;
▪ Tentative map (large lot and/or small
lot);
▪ Planned Development Permit (if
needed)
Note: Proposed Development Agreement or
proposed documentation for CFD may be
submitted at a later date, if desired.
270 days after receipt of Agency comments on
City of Preliminary Review Application.
Planning Application Resubmittal and required
additional applications.
270 days after Agency comments on
Applications.
Posting of Deposits for preparation of CEQA
analysis.
10 days after Agency’s comments on Planning
Application final Resubmittal
Selection of MAI-Certified Appraisal to
perform Entitlement Appraisal.
90 days prior to the date by which the appraiser
shall be directed to complete the Entitlement
Appraisal.
Appraiser to complete Entitlement Appraisal. 60 days after the Final Approval.
Submittal of Grading Permit application (for
BRS Project and Golf Facilities)
180 days after receipt of Final Approvals, and
completion of Entitlement Appraisal.
Submittal of grading and backbone
infrastructure plans for BRS Project.
180 days after completion of Entitlement
Appraisal.
* All periods of time referred to in this Agreement shall include all Saturdays, Sundays and State or National holidays, unless the period of time specifies “business days”, in which case such period of time shall exclude Saturdays, Sundays and State and National holidays; provided that if the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or State or National holiday, such act or notice may be timely performed or given on the next succeeding day that is not a Saturday, Sunday or State or National holiday. For purposes of this Agreement, the phrase “State and National holiday” shall refer to any day in which the Escrow Agent, Title Company and/or the Office of the County Recorder for the County of Solano is/are closed for business.
Exhibit E
Appraisal Instructions
In determining the value of the BRS Property, the appraiser shall:
▪ allocate a value to each parcel thereof ( i.e., the Residential West Parcel, Commercial North Parcel, and the Commercial South Parcel) (each a “Parcel”);
▪ utilize the actual Project Entitlement Approvals and the approved site plans that will be the basis for the future BRS Project (in terms of unit mix, unit size and site layout/orientation);
▪ use a developer residual appraisal methodology, i.e., the value a “master developer” would pay to acquire the entirety of the BRS Property in a bulk sale transaction after “final approval” of the Project Entitlement Approvals, allocating to developer the obligation to fund any remaining entitlement costs, along with the expenses associated with the entitlement and construction of all developer-installed backbone infrastructure ( e.g., sanitary sewer, storm drain, streets, curbs, gutters, etc.) which is nece ssary to improve all lots to a “finished lot” condition, inclusive of environmental permitting and mitigation (such as USACOE, USFWS, CDFW, and SWQCB permits, if any) necessary for
development, as well as consideration for current building permit and development impact fees (“Development Costs”) ;
▪ assume that a subsequent sale of the Residential West Parcel shall be to one or more merchant homebuilders for single family home development in a “Finished Lot” condition; and
▪ assume that a subsequent sale of the Commercial North Parcel and Commercial South Parcel shall be to one or more commercial developer(s) for limited commercial development on the
Commercial North and Commercial South Parcels (as restricted by the Syar Agreement) in a “Finished Lot” condition.
(“Entitlement Appraisal”).
The Entitlement Appraisal shall be performed at BRS’ sole cost and expense, shall assume a minimum developer internal rate of return required of 18.5% on (1) all costs incurred by BRS after the Closing Date under the Purchase Agreement in furtherance of th e BRS Project and through the date of the Entitlement Appraisal, including without limitation, the cost to procure the Project Entitlement Approvals; all costs paid to City under the Reimbursement Agreement; all costs to retain the Golf Architect and develop the Golf Concept Plan; the costs of the City’s financing consultant(s), engineers,
and other consultants; all attorneys’ fees; the appraisal fees (including without limitation the cost of the Initial Appraisal and the Entitlement Appraisal), and all other BRS overhead, not to exceed the sum of $3,000,000 (“Project Costs”); and (2) Development Costs, as defined above. The appraisal shall not consider, value or assume the receipt of approvals other than or in addition to the actual Project Entitlement Approvals.
For the avoidance of doubt, the Entitlement Appraisal is not intended to establish the fair market value of the BRS Property in its unentitled condition as of the date of BRS’ December 28, 2022 acquisition of the BRS Property (which fair market value was established by the Initial Appraisal).
For informational purposes only, BRS shall provide the appraiser with a pro forma prepared by BRS for the BRS Property which shall set forth (i) the revenue projected to be realized by BRS upon the sale of all or portions of the Property to merchant builders and/or others along with supporting information for such revenue projections (i.e. finished lot comparables and housing surveys used to derive projected finished lot values) (ii) the actual and/or projected costs and expenses incurred by BRS to entitle, design and permit the Property for development, and (iii) the actual and/or projected costs related to development of the Property, such as the engineering and construction of any necessary infrastructure and other improvements prior to and/or ongoing during the sales revenue periods described above, inclusive of an amount associated with BRS’ profit and applicable soft costs (i.e. overhead, consulting costs, city fees, legal, etc.).
NOVEMBER 12, 2024
Vallejo Police Department
AXON
Brian Moutinho
Key Account Leader
Tommy Richardson
TASER
• Who is Axon
• Background
• Public Safety Solution
• Questions and Open Discussion
Agenda
Mission: T o "Protect Life" and make the bullet obsolete, creating safer communities for all.
Vision: Innovate public safety technology, enhancing transparency, accountability, and effectiveness.
WHO IS AXON?
• Current 5-year Axon contract was executed in Feb 2020 • Included BWC and supporting software, In-Car Video, TASER program • 2024 evaluation of new software and TASER solutions resulted the PD’s request to renew Axon contract for a 5-year term
Background
Proposal Overview
• 100 TASER 10 Devices + Virtual Reality Training Headsets • 115 BWCs + Associated Software licenses, Unlimited Storage, Hardware Replacement plan • 40 In-Car Video Systems with ALPR
• Axon Interview Room
• Axon Air – Drone Program Management Solution
Axon Enterprise, a sole source provider, offers a bundle that includes:
• Body-Worn Cameras (BWCs): State-of-the-art devices with supporting software that ensure transparency and accountability in every interaction.
• Electronic Control Devices (TASERs): Next-generation non-lethal options that prioritize safety for both officers and the community.
• Fleet 3: In-Car Video Solution which captures additional camera angles during pursuits, traffic stops, and monitoring subjects that are in custody.
• Interview Room: Brings agency’s interview rooms into the Axon Ecosystem for greater efficiency and security of all evidence.
• Axon Air: Software management for agency drone program. Allows agency to easily retain flight logs, audit trails, maintenance logs, and upload evidence securely to Axon Axon Enterprise:
Comprehensive Public Safety Solution
• Respond Plus: Enhances real-time coordination during critical incidents with location-based insights and communication tools.
• AutoTagging: Utilizes agency CAD data to automatically label BWC video for proper evidence retention
• Redaction Assistant: Automates video redaction, protecting privacy while maintaining transparency. • Community Request: Enables direct community engagement, allowing the public to submit evidence securely.
• Axon Performance: Streamlines agency video reviews, measures policy compliance, assists officers with labeling videos
• Evidence Management: Cloud-based system that ensures secure, easy access to critical data. **Axon ensures our department stays ahead of the curve with automatic hardware upgrades throughout the contract, guaranteeing that we always have the most advanced tools at our disposal.
Innovative Software Suite
AXON
BODY 4
C A P T U R E E V E R Y M O M E N T
CO R E C APABI L I TI E S
IN -F IE LD CH ARGING
EN D-TO -EN D SECU RITY
IM PROVE D VIDEO CAPABIL ITY
M ULTI -M IC AU DIO
AXON RESPOND
For Maximum Officer SAFETY
Send help when it’s needed
Maintain visibility of
developing situations
Quickly access and share
information
Real-time alerts
Livestreaming
video and audio
Live updates of
camera locations
AXON
FLEET 3
INTEGRATED IN-CAR VIDEO & ALPR
Cut gun-related deaths
between police and the
public in half by 2033.
#ourmoonshot
45-Foot Max Range
10 Probe Magazine
205 Feet Per Second
ACCOMPLISHING
MOONSHOT
Our moonshot goal to reduce gun-
related deaths between police and
the public requires the seamless
integration of technology, training and
trust to be successful.
Axon VR is a key component to how
we get there: safer outcomes start
with improved training.
SIM UL ATOR T RAINING
SIMULATOR TRAINING: CONTENT
A V A I L A B L E NOW
DISTANCE
ALTERNATE POSITIONS
CLOTHING
TIMED DEPLOYMENT
DRAW REPS
MOVING TARGETS
COM MU NITY ENGAGEM ENT TRA IN IN G
COMMUNITY
ENGAGEMENT
TRAINING
Focuses on developing skills, empathy, and de-
escalation tactics.
Includes scenarios covering trauma, mental health,
peer intervention, and more.
Enhances officers' confidence when responding to
calls with new insights, heightened awareness, and
broader perspectives.
GOAL: More mutually-beneficial outcomes
COMMUNITY ENGAGEMENT TRAINING: PORTFOLIO
Alzheimer’s
Schizophrenia I
Suicide Prevention
Autism I
Hard of Hearing
Peer Intervention II
Domestic Violence
Peer Intervention III
Peer Intervention I
Veteran PTSI
English as 2nd Language
Substance Abuse
Officer in Crisis
Autism II Corrections I
In alignment with our commitment to community well-being, accountability, and transparency, the Vallejo Police Department is partnering with Axon to advance our mission of proactive, responsible policing. This partnership will support our goal to meet and exceed national best practices, ensuring we serve our community with integrity and effectiveness.
Key Objectives:
1. Community Engagement: Enhance public trust by using Axon’s technology to increase communication and transparency, such as enabling secure community evidence submissions and fostering open dialogue with residents.
2. Accountability & Transparency: Utilize body-worn cameras, automated transcription, and evidence management tools to ensure all interactions are documented accurately, making critical incident information accessible and reliable.
3. Operational Excellence: Leverage Axon’s tools like real-time response and records management to support effective policing that aligns with modern standards, allowing us to respond more efficiently to community needs while upholding high standards of accountability.
1. By setting these goals, the Vallejo Police Department aims to not only uphold but exceed the expectations placed on public safety agencies, reinforcing our role as responsible stewards of safety and community trust.
Goal for Partnership with Axon: Strengthening Public Safety through Community, Accountability, and Transparency
Contains Confidential Information of Axon
Contains Confidential Information of Axon
UPDATE - PUBLIC SAFETY
STAFFING EMERGENCY
Robert Knight, Deputy Chief of Police
December 17th, 2024
1 2
0 20
40 60
80 100
120
140
160
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
VPD Sworn Staff Count
ADJUSTMENTS FOR LOWER STAFFING
Service Model Reduction (“Phase #1”)
• Prioritize responses to certain calls for service (CFS) - Completed Rotation of Officers to Patrol Shifts (“Phase #2“)
• Non patrol officers filling vacant patrol slots - Completed Temporarily Eliminate (“Collapse”) Traffic Division (“Phase #3”) • Collapsed Traffic Division - Completed
Modify Patrol Shifts to 12-hours or Another Staffing Model (“Phase #4“)
• Due to recent staffing trends, Phase #4 does not appear to be needed 3 – By July 2025, expect to…
• Assign an Officer back to reconstituted Traffic Unit
– Occurring ahead of schedule- Jan 2025
• Assign an Officer back to federal task force
• Assign four Officers to a dedicated Problem Oriented
Policing (POP) Unit
– Increase number of Police Assistants (community service officers) over time to supplement Officers
– Effective October 28, 2024, a Police Assistant was assigned to the Traffic Unit to address abandoned vehicles full time.
Staffing Level Has Begun to Increase Modestly
4 4
6 CURRENT STAFFING NUMBERS
Total Sworn Staffing 73 75 76
Modified Duty Officers 3 2 3
Off on Worker’s Comp. 10 3 2
Sworn Working Full Duty 60 70 71
Anticipated Officers Resigning 2 2 2
Officers Starting /Final Offers 0 0 0
Officers Working Patrol 33 35 38
Supervisors Working Patrol (Sgts) 5 5 5
10-22-24 Current12-12-23
– Sheriff’s Office retired annuitants (SB 1379)
• Approved by Gov. Newsom the end of Sept 2024
• Continuing discussions with Solano Sheriff
– Request for assistance from the CHP
– Expansion of the Security Guard program
– Retention, Recruitment, & Referral incentives
– Expansion of technology to help reduce crime and aid
with investigations
Options Being Explored to Supplement Officers
CONTACT(S)
Robert Knight, Deputy Chief of Police