Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program C 1.1.1: Preservation of At-Risk Housing Units
Maintain and update an affordable housing database as a mechanism to monitor and identify units at risk of losing their affordability subsidies or requirements. Contact property owners of units at risk of converting to market-rate housing within one year of affordability expiration to discuss the City’s desire to preserve complexes as affordable housing. Coordinate with owners of expiring subsidies to ensure the required notices to tenants are sent out at 3 years, 12 months, and 6 months. Reach out to agencies interested in purchasing and/or managing at-risk units. Work with tenants to provide education regarding tenant rights and conversion procedures pursuant to California law. 1/31/2031 6th Cycle Continuous
Appendix 2 of the 6th Cycle Housing Element, Table 2-44, identifies 42 of Vallejo's 1,630 assisted housing units at risk of converting to market rates during the planning period. These units are located at Ascension Arms Apartments, 575 Sacramento Street, with affordability restrictions expiring in 2029. City staff will initiate discussions with the property management by the end of 2027 to preserve the affordability of these units.
Units None
Program C 1.1.2: BelowMarket-Rate Financing Program (Preservation) Seek funding, including using available CDBG, HOME funds, and other grant opportunities, to assist housing operators to acquire and preserve as affordable units at risk of converting to market rates. 1/31/2031 6th Cycle Continuous
The City will explore
funding opportunities and engage with potential housing operators for Ascension Arms Apartments by the end of 2027, aiming to ensure the continued affordability of the units.
Other 1 None
Program C 1.1.3: Replacement of Existing Affordable Units In accordance with California
Government Code Section 65583.2(g), require replacement housing units subject to the requirements of California Government Code Section 65915(c)(3) on sites identified in the Housing Sites Inventory when any new development occurs on a site that has been occupied by or restricted for the use of lowerincome households at any time during the previous five years
1/31/2031 6th Cycle Continuous
The Planning Division reviews all development application submissions to determine if replacement units are mandated under the Government Code. During calendar year 2025, none of the submitted development applications necessitated replacement.
Other 1 None
Program D 1.1.1: SweatEquity Program for Homeownership Consider implementing a program to provide financial subsidies to prospective homeowners in exchange for investing sweat equity in rehabilitating an existing home that needs significant repair. 12/31/2027 6th Cycle In Progress
The City's Housing and Community Development Department continues to work toward the implementation of this program.
Households None
Program E 1.1.1: Incentives for SpecialNeeds Housing
Expand opportunities for affordable lowerincome housing for special-needs groups:
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) a) Support affordable housing for specialneeds groups throughout the city, including in areas that are predominantly single-family residential. The target populations include seniors; persons with disabilities, including developmental disabilities; single-parent and femaleheaded households; and homeless persons.
1/31/2031 6th Cycle Continuous
The Planning Division advocates for inclusion of affordable housing for special needs populations whenever it meets with developers to discuss new projects.
Other 1 None
Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) b) Promote the use of the density bonus ordinance, application process streamlining, and fee deferrals to encourage affordable housing, with an emphasis on encouraging affordable housing in relatively higher resource and income areas and areas with limited rental opportunities currently. 1/31/2031 6th Cycle Continuous
The Planning Division actively promotes the use of density bonuses, streamlining, and fee deferrals in discussions with developers about new projects. Additionally, staff has begun advocating for the placement of these projects in higher resource and income areas. The City also participates in the Solano County Regional Early Action Planning (REAP) Collaborative to develop marketing materials that promote the use of density bonuses for lower-income units, which were posted to the Planning Division website Other 1
https://www.cityofvallejo.net/our_city/departments_divisions/planning_development_services/planning_division/housing_development_resources Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) c) Facilitate the approval process for land divisions, lot line adjustments, and/or specific plans or planned development zoning districts resulting in parcel sizes that enable affordable housing development and process fee deferrals related to the subdivision for projects affordable to lower income households where appropriate. 1/31/2031 6th Cycle Continuous
The Planning Division will begin identifying opportunities to facilitate the approval process for small-lot subdivisions in 2026. The Planning Division will also explore offering a fee deferral process for these projects.
Other 1 None
Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) d) Give priority to permit processing for projects providing affordable housing for special-needs groups. 1/31/2031 6th Cycle Continuous
The Building Division will identify ways to provide priority processing for special-needs affordable housing projects during calendar year 2026.
Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) e) Work with public or private sponsors to identify candidate sites for new construction of housing for special needs and take all actions necessary to expedite processing of such projects. Meet with service providers as opportunities arise to discuss possibilities to expand supportive housing. 1/31/2031 6th Cycle Continuous
Ongoing cooperation with a
variety of stakeholders has facilitated the construction of three new facilities in Vallejo, aimed at providing shelter and essential support services. These projects include Blue Oak Landing, opened in 2023, at 2118 Sacramento Street, the Homekey Project at 2441 Broadway Street, opened in 2025, and the Vallejo Homeless Navigation Center at 1937 Broadway Street, opened in 2025. Additionally, the City is currently engaged in discussions with the group Enough Housing to explore the conversion of an existing motel into specialneeds housing. While the City currently lacks the funding to directly support this project, it is assisting the group with valuable information on zoning, development standards, and the entitlement process.
Other 1 None
Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) f) Incentivize housing with multiple
bedrooms affordable to lower- and moderate-income households to meet the needs of female-headed households of all income levels. Potential incentives could include reduced setbacks, reduced parking requirements, and technical assistance with funding applications. Aim for construction of at least 20 units meeting the needs of female-headed households
1/31/2031 6th Cycle Continuous
The Planning Division will begin identifying opportunities to incentivize housing with multiple bedrooms affordable to lower- and moderateincome households in 2026.
Units None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) g) Encourage residential development near parks, open space, transit routes, civic uses, social services, and other health resources. 1/31/2031 6th Cycle Continuous
The Planning Division is
updating the Mare Island, Downtown, and Waterfront Specific Plans during the planning period. The updated plans will include policies and development standards that promote residential development near parks, open space, transit routes, civic uses, social services, and other health-supportive resources. Adoption of the Mare Island Specific Plan is targeted for early to mid2027, while adoption of the Downtown and Waterfront Specific Plans is targeted for late 2027 to early 2028. In the interim, Vallejo Municipal Code (VMC) Chapter 16.215 continues to incentivize residential development near transit centers and major transit routes through a 25 percent increase in allowable maximum density and floor area ratio (FAR), as well as exemptions from
Other 1 https://www.cityofvallejo.net/cms/One.aspx ?portalId=16925451&pageId=17560677 Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) h) Work with nonprofit and for-profit affordable housing developers, including farmworker housing developers, to support their financing applications for state and federal grant programs, taxexempt bonds, and other programs that become available. 1/31/2031 6th Cycle Continuous
The Planning and Development Services Department is available to assist with financing applications for affordable housing developers upon request. During Calendar Year 2025, the department did receive one request for such assistance; however, the project did not move forward due to other factors.
Other 1 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) i) Pursue federal, state, and private funding for low- and moderate-income housing by applying for state and federal monies for direct support of lower-income housing construction and rehabilitation, specifically for development of housing affordable to extremely low-income households. 1/31/2031 6th Cycle Continuous
The City Manager's Office regularly reviews funding opportunities to see if they fit the needs for the City to pursue monies for direct support of lower-income housing construction and rehabilitation, specifically for development of housing affordable to extremely lowincome households. The City works with lobbyists and grant writers to pursue potential funding sources.
Other 1 None
Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) j) Pursue partnerships with the North Bay Regional Center or other entities to identify funding opportunities and promote housing for persons with disabilities. 1/31/2031 6th Cycle Continuous
The City Manager's Office
monitors funding opportunities on a monthly basis. The Office will pursue partnerships with the North Bay Regional Center and other entities to strengthen its funding applications.
Other 1 None
Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) k) Provide technical support and offer incentives to housing developers in the application of funds for farmworkers housing, including HCD or USDA Rural Development loans and grants. Continue to offer incentives such as density bonuses, streamlined process, and the minor deviation process to facilitate development of farmworker housing. 1/31/2031 6th Cycle Continuous
The Planning and Development Services Department is available to assist with financing applications for farmworker housing upon request. During Calendar Year 2025, the department did not receive any requests for such assistance. The Planning Division actively promotes the use of density bonuses, streamlining, and fee deferrals in discussions with developers about all new development projects.
Other 1 None
Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) l) Monitor the status of farmworker
housing as part of the annual report to HCD and evaluate if City incentives are effective in facilitating the provision of farmworker housing. Make necessary changes to enhance opportunities and incentives for farmworker housing development as needed.
1/31/2031 6th Cycle Continuous
As of Calendar Year 2025, the City of Vallejo does not have any permitted facilities dedicated to farmworker housing.
Other 1 None
Program E 1.1.1: Incentives for SpecialNeeds Housing (continued) m) Identify opportunities for farmworker housing development and conduct outreach to developers about these opportunities. 1/31/2031 6th Cycle Not Yet Started
The Planning Division will conduct two rounds of identification and outreach initiatives. The first round is planned for 2027, with a follow-up round in 2029.
Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.2: Senior Housing Needs
Develop a survey to understand the needs of senior residents and distribute it to senior housing facilities. 6/1/2026 6th Cycle Completed
The Housing and Community Development Department developed and circulated a public survey in Summer 2025 to gather community input on housing and community development needs as part of the HUD-required Consolidated Plan. The survey was distributed citywide, including outreach to senior residents and senior-serving communities, and was made available online via a QR code and City webpage. Survey results will be used to inform ongoing housing policy development and future program and funding priorities related to senior
Other 1 None
Program E 1.1.2: Senior Housing Needs (continued)
a) Based on the results of the survey and
discussions, consider identifying incentives to provide housing, care choices, and age-in-place options for seniors of all income levels. Possible incentives may include reduced setbacks, reduced parking requirements, and technical assistance with applications for funding.
12/1/2026 6th Cycle Not Yet Started
Planning Division staff anticipates reviewing survey results and identifying potential incentives by the end of 2026.
Other None
Program E 1.1.2: Senior Housing Needs (continued)
b) Meet with affordable housing/senior housing developers, senior stakeholder groups, and other senior housing advocates to assess whether the incentives are helping to meet senior housing needs or develop additional strategies. 1/31/2031 6th Cycle Not Yet Started
Planning Division staff
anticipates adoption of the recommended incentives in late 2026 or early 2027. Staff would begin annual meetings with advocates, stakeholders, and housing providers following adoption of the incentives.
Other None
Program E 1.1.2: Senior Housing Needs (continued)
c) Meet with affordable housing/senior housing developers, senior stakeholder groups, and other senior housing advocates (such as Legal Services of Northern California) to discuss available sites and senior needs in the community. 1/31/2031 6th Cycle In Progress
Planning Division staff are
available to meet with affordable/senior housing developers to discuss available sites; senior needs will be communicated once the senior housing survey required under Program E
1.1.2 (a) is conducted.
Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.3: Homeless/Unhoused Needs
a) Cooperate with neighboring cities, the County, and other agencies in the development of programs aimed at providing homeless shelters and related services. 1/31/2031 6th Cycle Continuous
Ongoing cooperation with
neighboring cities, Solano County, and other agencies has resulted in the construction of three new facilities in Vallejo that will provide shelter and related services. These projects include Blue Oak Landing, opened in 2023, at 2118 Sacramento Street, fully leased and offering 74 permanent supportive housing units for individuals, couples, and families currently experiencing homelessness or at risk of homelessness; the Homekey Project at 2441 Broadway Street, opened in 2025 with 47 permanent supportive housing units and wrap around services for individuals or families experiencing chronic homelessness; and the Vallejo Homeless Navigation Center at 1937 Broadway Street, which opened in 2025. The
Other 2
For 2441 Broadway Street:https://www.vallejosun.com/as-homelessresidents-move-into-long-awaited-housingproject-vallejo-council-unclear-on-pathforward/For Vallejo Homeless Navigation Center:https://www.vallejosun.com/vallejo-opens125-bed-navigation-center-after-years-ofdelays/ Program E 1.1.3: Homeless/Unhoused Needs (continued)
b) Monitor the demographic composition of the unhoused population to identify needs for targeted resources. 1/31/2031 6th Cycle Continuous
Vallejo's Housing and Community Development Department continues to monitor the demographics of the unhoused population within Vallejo and identifies needs for targeted resources.
Other 1 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.3: Homeless/Unhoused Needs (continued)
c) Continue to be an active member on the Community Action Partnership of Solano to coordinate homeless services and develop a regional response to homeless needs. 1/31/2031 6th Cycle Continuous
The Community Action Partnership of Solano (CAP Solano) is a joint powers authority (JPA) that coordinates a network of services and agencies to support low-income and homeless individuals and families in Solano County. As the community action agency for the county, CAP Solano receives and administers funds from programs like the Community Services Block Grant (CSBG) and the federal Continuum of Care Homeless Assistance Program. Its primary roles include overseeing homeless services, distributing grants to nonprofit entities, and serving as a collaborative applicant for Continuum of Care funding. Vallejo City Council Members Tonia Lediju and Charles Palmares serve on the CAP Solano JPA Board of Directors, which meets Other 1 None
Program E 1.1.3: Homeless/Unhoused Needs (continued)
d) Partner with local homeless service providers, agencies, and other community organizations to pursue funding. Apply for grants where appropriate or encourage and work with local and regional nonprofit organizations that wish to apply for such grants. 1/31/2031 6th Cycle Continuous
The City met with several organizations during 2025 that support the needs of the unhoused population. This includes service providers, nonprofits, and faith-based organizations that provided needed services to the unhoused. The City did not apply for funding for these organizations, but did provide technical support or data for organizations that were looking to apply for grant funding. The City continues to monitor grants from local to federal levels that will support the unhoused in our community. The City will continue these meetings Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.4: Reasonable Accommodations and Universal Design a) Pursuant to Government Code Section 65583(c)(3), the City will continue to provide a Universal Design Checklist for developers to inform them of design features that can be incorporated into new houses, condominiums, and townhomes to facilitate accessibility for occupants and visitors. 1/31/2031 6th Cycle Continuous
The checklist is provided by the Building Division at the permit counter and in the Building Division's online document library in the folder "Checklists_2022 Code Cycle_2020-2022 Permits." This will be updated for the 2025 Code Cycle within the next year, as well as subsequent Code Cycles as they occur within the 6th Cycle Housing Element planning period.
Other 1 https://www.cityofvallejo.net/cms/One.aspx ?portalId=16925451&pageId=17872510 Program E 1.1.4: Reasonable Accommodations and Universal Design (continued) b) Revise exemptions to reasonable accommodation requests and findings for reasonable accommodation requests, to ensure they do not pose any barriers to housing for persons with disabilities. 12/1/2026 6th Cycle In Progress
The zoning text amendments required under this program have been drafted. City Council will consider adopting the amendments by the end of 2026.
Other 1 None
Program E 1.1.5: Support for Persons with Developmental Disabilities Encourage housing providers to designate a portion of new affordable housing developments for persons with disabilities, especially persons with developmental disabilities. Implement an outreach program that informs families about housing and services available for persons with developmental disabilities. 10/1/2025 6th Cycle In Progress
The Planning Division advocates for the inclusion of affordable housing for special needs populations whenever it meets with developers to discuss new projects. Planning Division staff will develop and publish a brochure designed to inform families about housing and services available for persons with developmental disabilities by the end of 2026.
Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program E 1.1.6: Extremely Low-Income Development
Encourage additional housing resources for extremely low-income residents, particularly seniors, farmworkers, and persons with physical or developmental disabilities, through a variety of actions. 1/31/2031 6th Cycle Continuous
The City continued meeting with organizations that support the needs of the extremely low-income population. This includes service providers, nonprofits, and faith-based organizations that provided needed services to the unhoused. The City did not apply for funding for these organizations, but did provide technical support or data for organizations that were looking to apply for grant funding. The City continues to monitor grants from local to federal levels that will support the unhoused in our community.
Other 1 None
Program F 1.1.1: Housing Discrimination Monitoring and Referral Program Continue to contract with Fair Housing Napa Valley (FHNV) or other entity to assist households alleging discrimination through tenant/landlord mediation, provide referrals to appropriate agencies, such as HUD or the California Civil Rights Department for further investigation and resolution of complaints when needed, and to conduct trainings for landlords and housing providers on fair housing laws, rights, and responsibilities. Continue to contract with Fair Housing Advocates of Northern California (FHANC) for fair housing testing/audits and other services. 1/31/2031 6th Cycle Continuous
In 2025, the City executed a new contract with FHANC to continue providing fair housing, training, and housing counseling services to low income households, including Housing Choice Voucher participants.
Meetings 1
https://www.cityofvallejo.net/our_city/departments_divisions/housing_community_development Program F 1.1.2: Improve Access to Resources
Take the following actions to improve access to resources and opportunities citywide, with a particular emphasis on neighborhoods with a concentration of lower-income residents:
Program F 1.1.2: Improve Access to Resources (continued) a) Evaluate higher-density residential projects to determine if project-serving retail/services can be incorporated into the project or developed adjacent to the project. 1/31/2031 6th Cycle Continuous
The Planning Division will
evaluate projects on an ongoing basis and work with developers to ensure project-serving retail or services are included in at least two higher-density mixed-use projects during the planning period.
Other 1 https://www.cityofvallejo.net/cms/One.aspx ?portalId=16925451&pageId=17560677
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program F 1.1.2: Improve Access to Resources (continued) b) Meet with the school district to analyze whether housing security poses a barrier to student achievement or teacher recruitment/retention. 12/1/2025 6th Cycle Completed
The City of Vallejo holds regularly-scheduled 2x2 Committee meetings, which met 8 times in 2025, with members of Vallejo City Council and Vallejo City Unified School District to discuss the many needs and challenges that our students face. One of these topics is housing security. The City Manager's Office will continue to partner with the school district to discuss and work on addressing housing security barriers to student achievement and teacher recruitment/retention.
Meetings 8 None
Program F 1.1.2: Improve Access to Resources (continued) c) Evaluate transitional buffers between residential and industrial uses and highways, and work with developers to mitigate impacts associated with traffic and industrial emissions. 1/31/2031 6th Cycle Continuous
The Planning Division identifies opportunities to include air quality buffers during pre-application and project review meetings for new residential, commercial, and industrial projects located near highways and other sources of pollution, with the goal of implementing at least three pilot buffers during the planning period. A draft Environmental Justice General Plan Element has been prepared and includes policies recommending air quality buffers between pollution sources and sensitive receptors. In 2025, there were no projects that required the implementation of such Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program F 1.1.2: Improve Access to Resources (continued) d) Pursue funding for urban greening projects that aim to increase the city's tree canopy. 1/31/2031 6th Cycle Continuous
In 2020, the State
Department of Forestry & Fire Protection (CAL FIRE) awarded the City of Vallejo a $500,000 grant aimed at enhancing urban forestry. This grant facilitated several initiatives: the planting of 249 new trees in priority areas; the drafting of an Urban Forest Management Plan (UFMP) and the development of an online citywide tree inventory. All trees have been planted under this program. The Urban Forest Management Plan (UFMP) is currently being prepared and will be presented to City Council for consideration later this year. The tree inventory has been integrated into a web-based application, which will be made publicly accessible following the UFMP's adoption by the City Council. The City also received grant funding for the Georgia Street
Other None
Program F 1.1.2: Improve Access to Resources (continued) e) Pursue funding for rehabilitation, parks, transit, and active transportation investments in low-opportunity areas. 1/31/2031 6th Cycle Continuous
The City completed the
installation of solar street lights along Curtola Parkway, part of a 2024 Grant from the Department of Energy’s Energy Efficiency Block Grant Allocation Portion. The Bluffs Trail project is ongoing and staff continue to pursue grant and other funding opportunities
Other 1 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program F 1.1.2: Improve Access to Resources (continued) f) Enhance access to parks and community centers so that all residents are within a 10-minute walk of these amenities. 1/31/2031 6th Cycle Continuous
Vallejo's parks are managed by Greater Vallejo Recreation District (GVRD). According to GVRD's 10-Year Comprehensive Parks and Recreation Master Plan, 65% of Vallejo residents live within walking distance of some outdoor recreation. The City is currently updating its Mare Island Specific Plan (MISP), Downtown Vallejo Specific Plan, and Waterfront Planned Development & Desig Guidelines. These updated plans will foster complete communities, ensuring that future parks and other essential amenities are within walking and biking distance of residential development.
Other None
Program F 1.1.2: Improve Access to Resources (continued) g) Prioritize development of new community facilities, pocket parks, and public green spaces in high-need areas, and renovate existing parks to improve accessibilty and usability. 1/31/2031 6th Cycle Continuous
The City has recently
completed several Capital Improvement Program (CIP) projects in its 'Low Resource' areas as defined in the 2025 AFFH Mapping Tool. These projects include the Homeless Navigation Center Shelter, which will provide 125 beds and offer case management, social and medical services, as well as job training. Other projects include the Lake Dalwigk Park Improvements Project that enhanced the existing park with 3.8 acres of droughttolerant landscaping, ADAcompliant upgrades, low voltage LED lighting, and new amenities; and the Bay Trail/Vine Trail Gap Closure Project that constructed Class I and II bike lanes to bridge the gap between the two trails within Vallejo.
Other 3 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program F 1.1.2: Improve Access to Resources (continued) h) To improve economic conditions and reduce the risk of displacement in areas of high segregation and poverty, conduct targeted outreach to identify the economic development resources and programs that best address community needs. Based on community feedback, collaborate with the Economic Development Commission, Solano Community College, the Workforce Development Board of Solano County, and other organizations to host job fairs and information sessions about job training opportunities. 1/31/2031 6th Cycle In Progress
Vallejo continued implementation of the Revolving Loan Fund: $355,000 ARPA funds approved by the City Council to contract with Solano EDC between 12/31/24-12/31/26. 43 inquiries to date with 15 not eligible. Two loans have been approved totaling $100k. In 2025, Solano EDC has promoted the program at outreach events, submit referrals, and work with lender on processing applications.
Meetings 1 None
Program F 1.1.2: Improve Access to Resources (continued) i) Identify resources available for residents during extreme weather events, such as cooling centers and clean air centers, and develop an informational guide. 12/1/2025 6th Cycle Continuous
The City of Vallejo currently publishes extreme weather resource information on its various websites, social media accounts, as well as providing information in its Vallejo Weekly newsletter. Information available in English, Spanish, and Tagalog.
Other 1 None
Program F 1.1.2: Improve Access to Resources (continued) j) Continue advancing planning efforts to promote sustainable transportation options and improve road safety, particularly in lower-income and highpoverty areas. 6/1/2026 6th Cycle In Progress
Additional funding for the
City's Vision Zero Plan was secured. The plan is currently being created is expected to be completed by the end of FY 2025-26. The 2013 Traffic Calming Toolbox Program was updated in 2022. The feasibility study for connecting Vallejo to the Sonoma Marin Area Rail Transit (SMART) system was completed in 2024
Other 1 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program F 1.1.2: Improve Access to Resources (continued) k) Continue partnering with and funding the City’s participation in the Solano Sustainable Transportation Equity Project (solSTEP). 1/31/2031 6th Cycle Continuous
The City continues its participation in the Solano Sustainable Transportation Equity Project (solSTEP). The City's CArbstep SolSTEP project is ongoing and the Traffic Calming project is in progress installing speed tables and roundabouts at locations throughout the City. The CBTP Redwood Street Road Diet and the Safe Routes to School Mini Grants with STA were both completed.
Other 1 None
Program F 1.1.2: Improve Access to Resources (continued) l) Continue implementing infrastructure projects from the Capital Improvement Plan (CIP) that serve areas of high segregation and poverty (key projects include Clean CA Georgia Street Beautification and Cleanup, Lake Dalwigk Park Improvements, and Roadway and Crossing Improvements). 1/31/2031 6th Cycle Continuous
Multiple CIP projects aimed at serving residents in an area characterized by 'high segregation and poverty' were completed in 2025, including the Ferry Terminal Mobility Hub Improvements ($226,000), Sideshow Deterrent Project ($700,000), Georgia Street Beautification and Cleanup ($352,000), and Lake Dalwigk Park Improvements ($4,767,980). Projects in progress in the same area are: Sacramento Street Road Diet - Phase 2 ($1,125,000); and Waterfront Revival Improvements ($1,734,070).
Other 4 None
Program F 1.1.2: Improve Access to Resources (continued) m) Work with Solano Mobility to develop a fact sheet, or similar informational materials to be posted on the City’s website, social media, and in public buildings to help connect seniors, lowincome individuals, and other residents to services. 1/1/2026 6th Cycle Completed
The Solano County REAP Collaborative created a factsheet on Solano Mobility programs. The City posted this information on the their website, social media, and public buildings.
Other 1 https://www.cityofvallejo.net/our_city/depart ments_divisions/communications
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program F 1.1.3: Renter Protection and Housing Stability Program To further protect tenants from displacement, increase household stability, and preserve housing that is affordable to lower-income-earning households, the City Council will consider proposed ordinances to establish regulations for rent stabilization, just cause for eviction protections, tenant antiharassment protections, and a tenant’s right to counsel. Evaluate the effectiveness of programs in promoting renter protections and tenant stability and establish additional measures.
1/1/2028 6th Cycle In Progress
The City was awarded two
One Bay Area Grants (OBAG 3) totaling $2.4 million to update the Downtown Vallejo and Waterfront Specific Plans. The grant-funded updates will incorporate antidisplacement policies, including rent stabilization, just cause eviction protections, tenant antiharassment measures, and a tenant’s right to counsel. In May 2025, the City executed master funding and supplemental agreements with the Metropolitan Transportation Commission (MTC), and the City Council accepted the grants in June 2025. In October 2025, the City released a Request for Proposals (RFP) to solicit qualified consultants for the specific plan updates, and in December 2025 received proposals from seven consultant teams. The City is currently reviewing
Other 1 None
Program G 2.1.1: Housing Rehabilitation Program
Continue to facilitate place-based revitalization and housing preservation by doing the following:
Program G 2.1.1: Housing Rehabilitation Program (continued) a) Continue, as available, to provide funds to assist very low-, low-, and moderate-income households to undertake repairs to their homes. 1/31/2031 6th Cycle In Progress
The Solano County REAP
Collaborative prepared a memo for all the jurisdictions, including City of Vallejo, discussing options for exploring funding sources for a countywide first-time homebuyers program and a countywide housing rehabilitation program. The County and the cities will continue to discuss and track funding sources that could become viable options in the future including Bay Area Housing Finance Authority (BAHFA) funds
Other 1 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program G 2.1.1: Housing Rehabilitation Program (continued) b) Give priority for participation in the above program to very low-, low-, and moderate-income homeowners who are subject to code enforcement actions that could otherwise lead to displacement of residents. 1/31/2031 6th Cycle In Progress
The Solano County REAP
Collaborative prepared a memo for all the jurisdictions discussing options for exploring funding sources for a countywide first-time homebuyers program and a countywide housing rehabilitation program. The County and the cities will continue to discuss and track funding sources that could become viable options in the future including Bay Area Housing Finance Authority (BAHFA) funds
Other 1 None
Program G 2.1.1: Housing Rehabilitation Program (continued) c) Continue to implement the Neighborhood Law Program to collaborate with City departments, outside governmental agencies, and Vallejo residents to address and eliminate blight and nuisance conditions throughout the city. 1/31/2031 6th Cycle In Progress
The City Attorney's Office
is actively advancing the Neighborhood Law Program (NLP) in Vallejo, deploying attorneys directly into neighborhoods to address blight and nuisance conditions. Collaborating closely with residents, community organizations, the Vallejo Police Department, and the Code Enforcement Division, these attorneys aim to ameliorate some of the city's most pressing issues and enhance Vallejo's overall quality of life. In the 2025 calendar year, the NLP has taken action on approximately 50 properties, facilitated the rehabilitation of four residential properties through receivership petitions, and collected approximately $10,000 for the City's fees and costs in addressing nuisance conditions.
Other 1 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program G 2.1.1: Housing Rehabilitation Program (continued) d) Make informational materials about rehabilitation assistance programs available in English, Spanish, and Tagalog on the City’s website, provide printed materials in City buildings, and distribute materials to community organizations. 12/1/2026 6th Cycle In Progress
The Housing and
Community Development Department will work to develop informational materials about rehabilitation assistance programs in multiple languages by December 2026.
Other None
Program G 2.1.1: Housing Rehabilitation Program (continued) e) Target outreach in neighborhoods with
the greatest rehabilitation need and lower incomes including the neighborhoods between Florida Street and Curtola Parkway, as well as the communities around Washington Park and Gibson Park, and areas of high segregation and poverty, as shown on the Regional TCAC/HCD Opportunity Areas Map (Appendix 3, Figure 3-1).
1/31/2031 6th Cycle Continuous
The City's Housing and Community Development Department will initiate this program as opportunities for funding are identified.
Other None
Program G 2.1.1: Housing Rehabilitation Program (continued) f) Promote the use of Mills Act contracts to ensure the rehabilitation, maintenance, and preservation of historic resources through information on the City’s website. 1/31/2031 6th Cycle Continuous
Planning and Development Services (PDS) staff compiled research on the Mills Act and helpful associated programs in 2025. Information will be posted to City website by March 2026.
Other 1 None
Program G 2.1.1: Housing Rehabilitation Program (continued) g) Continue the use of the State Historical Building Code to maintain and preserve historic buildings and their character-defining features. 1/31/2031 6th Cycle Continuous
The City allows building
permit applicants to utilize the California Historical Building Code for qualified historic structures, in accordance with Vallejo Municipal Code Chapter
12.44. Other 1
https://library.municode.com/ca/vallejo/codes/municipal_code?nodeId=TIT12BUCO_CH12.44HIBUCOAD35_12.44.010HIBUCOAD
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program G 3.1.1: Code Enforcement Program
a) Develop a proactive code enforcement policy for ensuring compliance with building and property maintenance codes, which will include property maintenance, abandoned vehicles, housing conditions, overall blight, and health and safety concerns. Continue to ensure compliance with building and property maintenance codes. 1/31/2031 6th Cycle Continuous
The City's Code
Enforcement Division continues to develop Standard Operating Procedures (SOPs) to address proactive enforcement of building, zoning, and property maintenance codes. The City has a Vacant Real Property Registration Program that has been restarted recently. The program addresses the annual registration and monthly monitoring of any privately owned residential or commercial building or lot parcel that is vacant and/or pre-/foreclosed. Moreover, the Division has been continuously running its Free Neighborhood Dumpster program and Vallejo Free-of-Graffiti (VFOG) programs to help citizens voluntarily comply with the property
Other 1 None
Program G 3.1.1: Code Enforcement Program (continued)
b) Seek funding to complete a Housing Conditions Survey in older neighborhoods and neighborhoods with lower incomes, to evaluate rehabilitation need. 12/31/2025 6th Cycle Continuous
The Code Enforcement Division, in collaboration with the City Manager's Office, continues work to identify and secure funding for a Housing Conditions Survey. Once funding is available, the Division will develop a program to address rehabilitation needs basesd on the results of the Housing Conditions Survey.
Other 1 None
Program G 3.1.1: Code Enforcement Program (continued)
c) Based on findings of the Housing Conditions Survey, identify measures to encourage housing preservation, conservation, acquisition, and rehabilitation, and mitigate potential costs, displacement, and relocation impacts on residents. 1/31/2031 6th Cycle Not Yet Started
The Code Enforcement Division will develop a program to reduce displacement risk as a result of code enforcement once funding is available.
Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program G 4.1.1: Vallejo Community Public Safety Program Continue the Vallejo Community Public Safety Program (VCPS) to work on and help rehabilitate existing and new multifamily complexes. As part of the program, collaborate with the Police Department to recommend and implement Crime Prevention Through Environmental Design (CPTED) measures at multi-family complexes to enhance safety and address crime concerns. Target outreach in areas of high segregation and poverty as shown on the Regional TCAC/HCD Opportunity Areas Map (Appendix 3, Figure 3-1). 1/31/2031 6th Cycle Continuous
The Planning Division works with the Vallejo Police Department to incorporate CPTED design recommendations for new multi-family residential projects proposed within the City, as well as existing complexes which propose renovations/modifications. Staff will continue to develop strategies to rehabilitate existing multifamily complexes, particularly in areas of high segregation and poverty.
Other 1 None
Program G 5.1.1: Rental Property Inspection Program
Establish a program to regularly inspect multi-family rental housing units for code compliance, structural integrity, safety, and habitability. Conduct outreach to property owners, tenants, and neighborhood groups to ensure transparency and gather feedback on program design and implementation. 12/1/2027 6th Cycle In Progress
The Planning &
Development Services Department (PDS) will create the framework for this program and work with Finance and Human Resources to figure out a way to fund and staff the program with plans to adopt by December of 2027
Other None
Program H 1.1.1: Neighborhood Park Access Program
Based on the need for parks identified in the General Plan, encourage the development of public neighborhood or pocket parks for new subdivisions and incorporate the goals of this program into new open space requirements as part of the City-wide Zoning Ordinance update. Through conditions of approval, development agreements, and or mitigation measures identified in environmental review, require that developers proposing to build parks and park facilities do so concurrently with residential construction to ensure these amenities are available to existing and new residents within a reasonable amount of time from project approval. 1/31/2031 6th Cycle Continuous
The City has adopted a standard of 4.25 acres of parkland per 1,000 residents for planning purposes and requires developers to provide parkland or pay impact fees of equivalent value when new homes are approved. General Plan Table CP-2 shows an inventory of Vallejo parks, together with existing acreage. With 921.17 acres of parks and open space within city limits, Vallejo is currently meeting its parkland standard.
Other 1 https://www.cityofvallejo.net/cms/One.aspx ?portalId=16925451&pageId=17560683
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program H 2.1.1: TransitOriented Development
Implement the goals of the Mare Island Specific Plan, and the Sonoma Boulevard Specific Plan to implement transit-oriented development (TOD). Continue to implement Chapter 16.215 of the Vallejo Municipal Code to actively support TOD by offering up to a 25 percent increase in density and 25 percent increase in floor-area ratio for eligible projects. 1/31/2031 6th Cycle Continuous
The City continues to
implement Chapter 16.215 (Transit-Oriented Development) which offers increased densities, increased floor-to-area ratio, and parking exemptions to incentivize development within a 2,500- foot radius of the Curtola Park & Ride, Sereno Transit Center, Downtown Vallejo Transit Center, and Vallejo Waterfront Ferry Terminal. The City also continues to implement the Sonoma Boulevard Specific Plan on a projectby-project basis and is currently updating the Mare Island Specific Plan (MISP). The updated MISP will foster complete communities, ensuring that essential amenities such as transit, parks, retail, and other services are within walking and biking Other 1 https://www.cityofvallejo.net/cms/One.aspx ?portalId=16925451&pageId=17560683 Program H 2.1.2: Downtown Vallejo Specific Plan and Sonoma Boulevard Specific Plan a) Continue to implement the Downtown Vallejo and Sonoma Boulevard Specific Plans to introduce high-density mixeduse housing while revitalizing existing retail and commercial areas. Encourage the development of affordable housing units, as well as community amenities (such as streetscape improvements, greenspaces, active transportation infrastructure), and transit infrastructure (such as shaded waiting areas with benches). 1/31/2031 6th Cycle Continuous
The Planning Division
continues to implement its Downtown Vallejo and Sonoma Boulevard Specific Plans through the City's development review process. Planning Division staff advocates for inclusion of affordable housing and community amenities whenever it meets with developers to discuss new projects
Other 1 None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program H 2.1.2: Downtown Vallejo Specific Plan and Sonoma Boulevard Specific Plan (continued) b) Update the Downtown Specific Plan. Where possible, prioritize higher-density residential uses in portions of the specific plan areas that have more CalEnviroScreen or TCAC Environmental Domain scores that indicate a more positive environmental outcome. 1/1/2026 6th Cycle In Progress
In 2022, the City was awarded a $1.2 million One Bay Area Grant (OBAG 3) to update the Vallejo Downtown Specific Plan. In May 2025, the City executed master funding and supplemental agreements with the Metropolitan Transportation Commission (MTC), and the City Council accepted the grant in June 2025. The City released a Request for Proposals (RFP) in October 2025 and received proposals from seven consultant teams in December 2025. The City is currently reviewing and ranking proposals and anticipates selecting a consultant and initiating the Downtown Specific Plan update in spring 2026.
Other 1 None
Program H 3.1.1: Objective Standards
Update the required findings for housing
projects for minor and major use permits (particularly findings 4 and 5) to be objective. Review findings for development and design review for housing projects (particularly findings 5 and 6 of the development review findings and finding 4 of the design review findings) to ensure they are objective.
12/1/2025 6th Cycle In Progress
The zoning text amendments required under this program have been drafted. City Council will consider adopting the amendments by the end of 2026.
Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program H 4.1.1: Regulate for Housing Variety
Encourage a variety of housing types (including duplexes, townhomes, apartment buildings, and condominiums) in neighborhoods and new subdivisions. Identify innovative and alternative housing options that provide greater flexibility and affordability in the housing stock while promoting mixed-income development. 12/1/2025 6th Cycle In Progress
The City will facilitate
'missing middle' housing through upcoming updates to the Downtown and Waterfront Specific Plans, including duplexes, triplexes, fourplexes, townhouses, courtyard apartments, and smallscale apartment buildings. These housing types provide more affordable, sustainable, and inclusive options but are often constrained by existing zoning regulations. In May 2025, the City executed master funding and supplemental agreements with the Metropolitan Transportation Commission (MTC), and the City Council accepted One Bay Area Grant (OBAG 3) funding in June 2025. The City released a Request for Proposals (RFP) in October 2025 and received proposals from seven consultant teams in December 2025. The City
Other 1 None
Program H 4.1.2: Accessory Dwelling Units
Encourage the construction of ADUs
throughout the city through the following actions, which are aimed at providing an increased supply of affordable units and therefore to help reduce displacement risk for low-income households resulting from overpayment and facilitating mixedincome neighborhoods:
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program H 4.1.2: Accessory Dwelling Units (continued)
a) Provide guidance and educational materials for building ADUs on the City's website, including permitting procedures and construction resources. Additionally, present homeowner associations with information about the benefits of ADUs, and inform them that covenants, conditions, and restrictions (CC&Rs) prohibiting ADUs are contrary to state law. 12/1/2024 6th Cycle Completed
In 2025, the City developed
a new ADU/JADU MiniGuide to assist homeowners in planning, designing, and permitting accessory dwelling units. The guide provides a stepby-step overview of the ADU process, key design and permitting tips, an overview of local rules, fees, and timelines, and links to design, financing, and technical assistance resources; it is available on the Planning Division website and promoted through the Vallejo Weekly newsletter. The Solano County REAP Collaborative also prepared the ADU “Can You Build It?” tool, which combines zoning and ADU regulations to determine the type of ADU that can be built on a given parcel, with a link to the search tool on the City’s website. In addition, Solano REAP developed a multilingual ADU resource
Other 1 https://www.cityofvallejo.net/common/pages /GetFile.ashx?key=0wc%2fARP5 Program H 4.1.2: Accessory Dwelling Units (continued)
b) Proactivley advertise the benefits of ADUs by distributing multilingual informational materials in areas of high opportunity and limited rental opportunities. Posting flyers at the planning counter, library, and online. 1/31/2031 6th Cycle Continuous
The City promotes its ADU
Mini-Guide in the Vallejo Weekly, newsletter that is provided in English, Spanish and Tagalog. The Mini-Guide contains resource links including the multilingual Solano ADU site.
Other 1 https://www.cityofvallejo.net/common/pages /GetFile.ashx?key=0wc%2fARP5
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program H 4.1.2: Accessory Dwelling Units (continued)
c) Monitor ADU production and affordability and adjust or expand the focus of the education and outreach efforts. If needed, identify additional sites to accommodate the unmet portion of the lower-income RHNA. 1/31/2031 6th Cycle Continuous
The City of Vallejo issued 26 building permits and 33 certificates of occupancy for ADUs in 2025. In April 2025, the Planning & Development Services Department began tracking ADU affordability by requiring that permit applicants complete an affordabilty survey prior to issuance of an ADU building permit. The survey is hosted by the Association of Bay Area Governments (ABAG). ABAG will collect the information throughout the calendar year and provide the data so that it can be used in the 2026 annual Units 26 None
Program H 4.1.2: Accessory Dwelling Units (continued)
d) Apply for funding to provide incentives for homeowners to construct ADUs. 1/31/2031 6th Cycle Continuous There were no locally
administered ADU incentive or accelerator programs in Solano County during 2025 that provided direct financial assistance, predevelopment subsidies, or bundled technical support to homeowners. While statewide programs, such as the California Housing Finance Agency (CalHFA) ADU Grant Program, may be available to eligible homeowners to offset certain predevelopment costs, the City did not administer a local ADU grant or accelerator program during this period. In 2026, staff will continue to monitor and pursue opportunities to establish or participate in ADU incentive or accelerator programs, including partnerships or grant funding to support the development of preapproved or standard ADU building permit plan sets.
Other None
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program H 4.1.2: Accessory Dwelling Units (continued)
e) Provide information to ADU applicants about the Housing Choice Voucher program to promote the use of ADUs as rental housing for HCV holders. Target additional information and outreach to homes with ADUs in higher-income areas on the east side of the city to promote housing mobility for lower-income households. 1/31/2031 6th Cycle Continuous
The Housing and Community Development Department currently provides information about the Housing Choice Voucher (HCV) Program on the City’s website, including eligibility requirements and participation details. Beginning in 2026, the Planning Division will supplement this effort by distributing informational flyers to ADU applicants during the permit review process, directing homeowners to HCV resources and encouraging the use of ADUs as rental housing for voucher holders. Outreach will prioritize dissemination of information to ADU applicants citywide, including in higher-income areas on the east side of the city, to support housing mobility objectives.
Other None
Program H 5.1.1: City-Led Workshops for Ongoing Community Engagement Coordinate regular public workshops on various topics to promote public education and engagement on ongoing housing issues and to create a regular opportunity to receive input from the community. Target additional outreach to lower-income areas and areas of High Segregation and Poverty. Workshop topics may include, but are not limited to, ADUs, requesting reasonable accommodation, tenants’ rights and legal aid resources to help prevent displacement, and universal design. 1/31/2031 6th Cycle Continuous
The City is scheduling a meeting for 2026 with Legal Services of Northern California (LSNC) to discuss code enforcement topics relevant to the city's lower-income areas and areas of high segregation and poverty. The City will discuss opportunities to hold a workshop to promote public education and engagement on housing issues.
Meetings None
Program I 1.1.1: Promote Energy and Water Conservation
Promote energy efficiency in existing housing and new development:
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
1 2 3456 7 8 9
Name of Program Objective
Projected
Completion Date in
Housing Element
Applicable Cycle Status of Program Implementation Program Implementation Details Quantified Outcomes: Category Quantified Outcomes: Count Supporting Documents
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Housing Programs Progress Report
Describe progress of all programs including local efforts to remove governmental constraints to the maintenance, improvement, and development of housing as identified in the housing element.
Table D
Program Implementation Status pursuant to GC Section 65583 Program I 1.1.1: Promote Energy and Water Conservation (continued) a) Continue and establish new partnerships with local utility providers and other organizations to promote participation in available energyefficiency and home weatherization programs (e.g., BayREN, HERO and California First, PACE, Rising Sun’s California Youth Energy Services [CYES]; PG&E Comfort Home Program; rebates for energy-efficient appliances). 1/31/2031 6th Cycle Continuous
Building Division staff are reviewing the website of each of the programs listed to find handouts in English, Spanish, and Tagalog to provide to homeowners and tenants for educational purposes during permitting process. Expected completion by July 2026.
Other None
Program I 1.1.1: Promote Energy and Water Conservation (continued) b) Provide information on the website and
through printed materials at City Hall on the following programs: i) PG&E's Energy Savings Assistance Program; ii) the LowIncome Home Energy Assistance Program (LIHEAP);iii) California’s Low-Income Weatherization Program; iv) Marin Clean Energy’s (MCE) residential home energy assessment and electrification programs for single- and multi-family buildings, heat pump water heater contractor rebates, and Low Income Families & Tenants (LIFT) program; and v) rebate programs available through the Solano County Water Agency
6/1/2025 6th Cycle In Progress
Building Division staff are reviewing the website of each of the programs listed to find handouts in English, Spanish, and Tagalog to provide to homeowners and tenants for educational purposes during permitting process. Expected completion by July 2026.
Other None
Program I 1.1.1: Promote Energy and Water Conservation (continued) c) Enforce the Green Building Code (CalGreen) to facilitate the implementation of green building features in new housing units. 1/31/2031 6th Cycle Continuous
The City's Building Division enforces Cal-Green, in accordance with Vallejo Municipal Code Chapter 12.50.
Other 1
https://library.municode.com/ca/vallejo/codes/municipal_code?nodeId=TIT12BUCO_CH12.50GRBUCOAD37_12.50.010GRBUCOAD Program I 1.1.1: Promote Energy and Water Conservation (continued) d) Develop a brochure to provide developers with a range of green building design features to choose from that will satisfy CalGreen. 10/1/2025 6th Cycle Completed
Added link to HCD's Guide to the 2022 California Green Building Standards Code on Building Division website for access by the community.
Other 1 None
Program I 1.1.1: Promote Energy and Water Conservation (continued) e) Provide incentives, such as project expediting, and conduct a study of fee reductions to encourage the implementation of features that exceed Cal-Green standards. 1/31/2031 6th Cycle Continuous
The Planning &
Development Services Department (PDS) is currently completing a user fee study to update its fee schedule. As part of the user fee study, PDS staff has recommended permit fee reductions and/or waivers for projects that exceed Cal-Green Standards
Other None
Jurisdiction Vallejo ANNUAL ELEMENT PROGRESS REPORT
Reporting
Period 2025
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning 6th Cycle 01/31/2023 - 01/31/2031
Description of
Commercial
Development Bonus
Commercial Development Bonus
Date Approved
34 APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Very Low
Income
Low
Income
Moderate
Income
Above Moderate
Income
Description of
Commercial
Development Bonus
Commercial Development Bonus
Date Approved
Summary Row: Start Data Entry Below
Units Constructed as Part of Agreement
Commercial Development Bonus Approved pursuant to GC Section 65915.7 Table E
Note: "+" indicates an optional field
Project Identifier
1 2
Cells in grey contain auto-calculation formulas
(CCR Title 25 §6202)
Annual Progress Report January 2020
Jurisdiction Vallejo ANNUAL ELEMENT PROGRESS REPORT Note: "+" indicates an optional field Reporting Period 2025
(Jan. 1 - Dec.
31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 01/31/2023 - 01/31/2031
The description should adequately document how each unit complies with subsection (c) of Government Code Section 65583.1+.
For detailed reporting requirements, see the chcklist here:
Extremely LowIncome+ Very Low- Income+ Low-Income+ TOTAL UNITS+ Extremely Low- Income+ Very Low- Income+ Low-Income+ TOTAL UNITS+ https://www.hcd.ca.gov/community- development/docs/adequate-sites-checklist.pdf Rehabilitation ActivityPreservation of Units At-RiskAcquisition of UnitsMobilehome Park PreservationTotal Units by Income Table F
Please note this table is optional: The jurisdiction can use this table to report units that have been substantially rehabilitated, converted from non-affordable to affordable by acquisition, and preserved, including mobilehome park preservation, consistent with the standards set forth in Government Code section 65583.1, subdivision (c). Please note, motel, hotel, hostel rooms or other structures that are converted from non-residential to residential units pursuant to Government Code section 65583.1(c)(1)(D) are considered net-new housing units and must be reported in Table A2 and not reported in Table F.
Activity Type
Units that Do Not Count Towards RHNA+
Listed for Informational Purposes Only
Units that Count Towards RHNA +
Note - Because the statutory requirements severely limit what can be counted, please contact HCD at [email protected] and we will unlock the form which enable you to populate these fields.
Units Rehabilitated, Preserved and Acquired for Alternative Adequate Sites pursuant to Government Code section 65583.1(c) Annual Progress Report January 2020
Jurisdiction Vallejo ANNUAL ELEMENT PROGRESS REPORT
Note: "+" indicates an optional field
Reporting
Period 2025 (Jan. 1 - Dec. 31) Housing Element Implementation Cells in grey contain auto-calculation formulas Planning Period 6th Cycle 01/31/2023 - 01/31/2031
Notes
23 6
Prior APN+ Current APN Street Address Project Name+
Local
Jurisdiction
Tracking ID
Unit
Category
(2 to 4,5+)
Tenure
R=Renter
Very LowIncome Deed
Restricted
Very LowIncome
Non Deed
Restricted
Low- Income Deed
Restricted
Low- Income
Non Deed
Restricted
ModerateIncome Deed
Restricted
ModerateIncome Non
Deed
Restricted
Above
ModerateIncome
Total Moderate Income
Units Converted from
Above Moderate
Date
Converted Notes
Summary Row: Start Data Entry Below 0 0 46 0 0 46 1 0
52330080 2261 TUOLUMNE STREET Conversion of existi DVR24-0031 5+ R 46 46 1 0 7/14/2025 Project reviewed under AB 2011 and State Table F2
Above Moderate Income Units Converted to Moderate Income Pursuant to Government Code section 65400.2 For up to 25 percent of a jurisdiction’s moderate-income regional housing need allocation, the planning agency may include the number of units in an existing multifamily building that were converted to deed-restricted rental housing for moderate-income households by the imposition of affordability covenants and restrictions for the unit. Before adding information to this table, please ensure housing developments meet the requirements described in Government Code 65400.2(b). 5 Project Identifier Unit Types
1 4
Affordability by Household Incomes After Conversion Units credited toward Moderate Income RHNA
Jurisdiction Vallejo
Reporting Period 2025
(Jan. 1 - Dec.
31)
Period 6th Cycle 01/31/2023 - 01/31/2031 ANNUAL ELEMENT PROGRESS REPORT Housing Element Implementation
23 4
APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Realistic
Capacity
Identified in the
Housing
Element
Entity to whom the site
transferred Intended Use for Site
1 Summary Row: Start Data Entry Below
Note: "+" indicates an optional fieldCells in grey contain auto-calculation formulas Table G
Locally Owned Lands Included in the Housing Element Sites Inventory that have been sold, leased, or otherwise disposed of Project Identifier
NOTE: This table must only be filled out if the housing element sites inventory contains a site which is or was owned by the reporting jurisdiction, and has been sold, leased, or otherwise disposed of during the reporting
Jurisdiction Vallejo Note: "+" indicates an optional field Reporting
Period 2025
(Jan. 1 - Dec.
31)
Cells in grey contain auto-calculation formulas
Designation Size Notes
1 2 34 5 6 7
APN Street Address/Intersection Existing Use Number of Units Surplus Designation Parcel Size (in acres) Notes 0055-170-380 485 Santa Clara Street Other Surplus Land 2.03 Existing Parking Lot0056-062-200 1457-1499 Alameda Street Other Surplus Land 0.35 Existing Parking Lot0182-020-130 Open Space off Columbus Parkway Other Surplus Land 264.49 Project Pending0182-040-050 1 St. Johns Mine Road Other Surplus Land 25.46 Park NOTE: This table must contain an inventory of ALL surplus/excess lands the reporting jurisdiction owns Summary Row: Start Data Entry Below
Parcel Identifier
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Table H
Locally Owned Surplus Sites
Jurisdiction Vallejo ANNUAL ELEMENT PROGRESS REPORT
Reporting Period 2025
(Jan. 1 - Dec.
31) Housing Element Implementation
Planning Period 6th Cycle 01/31/2023 - 01/31/2031
Project Type Date
Units
(Beds/Student
Capacity) Granted
Notes
23 5 6
APN Street Address Project Name+
Local
Jurisdiction
Tracking ID+
Unit Category
(SH - Student Housing) Date
Very LowIncome Deed
Restricted
Very LowIncome Non
Deed
Restricted
Low- Income
Deed
Restricted
Low- Income
Non Deed
Restricted
ModerateIncome Deed
Restricted
ModerateIncome Non
Deed
Restricted
Above
ModerateIncome
Total Additional
Beds Created Due
to Density Bonus
Notes
Summary Row: Start Data Entry Below
Note: "+" indicates an optional field
Cells in grey contain auto-calculation formulas
Table J
Student housing development for lower income students for which was granted a density bonus pursuant to subparagraph (F) of paragraph (1) of subdivision (b) of Section 65915 Project Identifier Units (Beds/Student Capacity) Approved 1 4
NOTE: STUDENT HOUSING WITH DENSITY BONUS
ONLY. This table only needs to be completed if there
were student housing projects WITH a density bonus
approved pursuant to Government Code65915(b)(1)(F)
Annual Progress Report January 2020
Jurisdiction Vallejo ANNUAL ELEMENT PROGRESS REPORT
Reporting Period 2025 (Jan. 1 - Dec. 31)Planning Period 6th Cycle 01/31/2023 - 01/31/2031 No
Does the Jurisdiction have a local tenant preference policy? If the jurisdiction has a local tenant preference policy, provide a link to the jurisdiction's webpage containing authorizing local ordinance and supporting materials.
Notes
Table K
Tenant Preference Policy
Local governments are required to inform HCD about any local tenant preference ordinance the local government maintains when the jurisdiction submits their annual progress report on housing approvals and production, per Government Code 7061 (SB 649, 2022, Cortese). Effective January 1, 2023, local governments adopting a tenant preference are required to create a webpage on their internet website containing authorizing local ordinance and supporting materials, no more than 90 days after the ordinance becomes operational.
Jurisdiction Vallejo Note: "+" indicates an optional field Reporting Period 2025
(Jan. 1 - Dec.
31)
Cells in grey contain auto-calculation formulas
Size Notes
34 APN Street Address/Intersection Date of Designation Designation Level Historic Site Period Areas of Significance Parcel Size (in acres) Notes Summary Row:
Historical Resources
Parcel Identifier
1 Designation
2 NOTE: This table needs to be completed with any sites within your jurisdiction that were newly added to a National, State, or Local register of historic places within the reporting year. If none, leave blank.
ANNUAL ELEMENT PROGRESS REPORT
Housing Element Implementation
Table L
Jurisdiction Vallejo
Reporting Year 2025 (Jan. 1 - Dec. 31)
Total Award Amount Total award amount is auto-populated based on amounts entered in rows 15-26.
Task $ Amount Awarded $ Cumulative Reimbursement Requested Other Funding Notes 1 - Housing Element $290,667.04 $290,667.04 None Vallejo LEAP rescope approved Aug 2025 2 - Zoning Code Amendment $28,675.00 $41,440.00 None Vallejo LEAP rescope approved Aug 2025 3 - Staff Time $33,849.51 $33,849.51 None Vallejo LEAP rescope approved Aug 2025 Summary of entitlements, building permits, and certificates of occupancy (auto-populated from Table A2) Current Year
Deed Restricted 0Non-Deed Restricted 0Deed Restricted 14Non-Deed Restricted 1Deed Restricted 0Non-Deed Restricted 5Deed Restricted 0Non-Deed Restricted 7Deed Restricted 0Non-Deed Restricted 4 5 36
Current Year
Deed Restricted 0Non-Deed Restricted 0Deed Restricted 0Non-Deed Restricted 0Deed Restricted 0Non-Deed Restricted 7Deed Restricted 24Non-Deed Restricted 9Deed Restricted 0 Moderate Completed Entitlement Issued by Affordability Summary
Income Level
Very Low
Low
Moderate
Above Moderate
Total Units
Building Permits Issued by Affordability Summary
Income Level
Very Low
Low
Acutely Low
Extremely Low
Acutely Low
Extremely Low
ANNUAL ELEMENT PROGRESS REPORT
Local Early Action Planning (LEAP) Reporting
(CCR Title 25 §6202)
Completed
Please update the status of the proposed uses listed in the entity’s application for funding and the corresponding impact on housing within the region or jurisdiction, as applicable, categorized based on the eligible uses specified in Section 50515.02 or 50515.03, as applicable. $ 353,191.55
Task Status
CompletedCompleted
Non-Deed Restricted 10
143193
Current Year
Deed Restricted 0Non-Deed Restricted 0Deed Restricted 48Non-Deed Restricted 0Deed Restricted 0Non-Deed Restricted 9Deed Restricted 0Non-Deed Restricted 8Deed Restricted 0Non-Deed Restricted 12 40 117
Moderate
Above Moderate
Total UnitsTotal Units
Certificate of Occupancy Issued by Affordability Summary Income Level
Very Low
Low
Moderate
Above Moderate
Acutely Low
Extremely Low
ACTION ITEM 9.C.
DATE: March 24, 2026
TO: Mayor and Members of the City Council
FROM: Gillian Haen, Assistant City Manager
SUBJECT: ADOPT A RESOLUTION APPROVING THE BLUE ROCK SPRINGS, LLC PRELIMINARY
GOLF COURSE CONCEPT PLAN FOR SUBMITTAL TO THE CITY OF VALLEJO
PLANNING AND DEVELOPMENT SERVICES DEPARTMENT
RECOMMENDATION
Adopt a Resolution of the City Council approving the Blue Rock Springs Golf Course Concept Plan submittal to the City of Vallejo Planning and Development Services Department.
REASONS FOR RECOMMENDATION
In 2022, the City sold a 75-acre portion of Blue Rock Springs Golf Course to a developer (Blue Rock Springs, LLC) in order to facilitate development of housing, neighborhood commercial uses, and the redesign of the golf course, including a new clubhouse and upgraded course. The parties thereafter entered into a Performance and Participation Agreement which enables the City and Blue Rock Springs, LLC to take the next step towards developing the project. Section 4(c) of that Agreement states that after the preliminary Golf Concept Plan alternatives and preliminary Golf Facilities Preliminary Cost and Scope have been submitted to the City by the developer, the City Council will approve or disapprove the preliminary Golf Concept Plan and Golf Facilities Preliminary Cost and Scope within 60 days. The preliminary Golf Concept Plan was submitted on July 16, 2025, and the City Council provided feedback on its preferred alternative Golf Facilities on September 9, 2025 and January 27, 2026.
BACKGROUND AND DISCUSSION
Blue Rock Springs Golf Course is a City-owned municipal 18-hole golf course consisting of 225 acres located at 655 Columbus Parkway, in Vallejo. The Golf Course reported negative revenues of approximately -$4.6M from 2011-2017.
In late 2017, the City issued an RFQ to sell a 75-acre portion of the golf course to fund development of a new Clubhouse and improved golf course to increase revenues. The goals for the RFQ included the following: 1) Update the public golf course to operate fiscally positively; 2) Fund a new Clubhouse and upgraded facilities serving both the golf course and community; and 3) Preserve or improve aesthetics, quality, property values, and retain views of the surrounding neighborhoods. The winning respondent was Greg Norman, who partnered with Lewis Group and became Blue Rock Springs, LLC (Developer).
In 2020, negotiations on the potential development came to a halt when Syar, the operator of the adjacent quarry, filed an initiative petition to require a public election for the rezoning of any open-space property and filed a legal claim against the City. After much negotiation, Syar agreed to withdraw its petition and legal claim, and the parties agreed to provide certain notices and use restrictions applicable to a portion of the golf course property nearest to the quarry (the "Settlement Agreement").
Given the Settlement Agreement requirements, the project was then reanalyzed, and negotiations began for the Purchase and Sale Agreement. Century Urban was hired to review the proposed deal points and to advise the City Council on the best path forward for the most City benefit and revenue generation.
Date: March 24, 2026
Subject: ADOPT A RESOLUTION APPROVING THE BLUE ROCK SPRINGS, LLC
PRELIMINARY GOLF COURSE CONCEPT PLAN FOR SUBMITTAL TO THE CITY
OF VALLEJO PLANNING AND DEVELOPMENT SERVICES DEPARTMENT
On December 20, 2022, the City Council approved the Purchase and Sale Agreement (PSA) of the Blue Rock Springs Golf Course to the Developer (Attachment A). The parties agreed in the PSA to enter into a Participation and Performance Agreement that would outline the path of project development and quantify the city's benefits.
Participation and Performance Agreement
On December 17, 2024, the City Council approved the Participation and Performance Agreement which sets forth the path for future development of the site (Attachment B). The main components of the agreement consist of: Payment Structure, Concept Golf Plan, Commercial Component of the project, Appraisal, CFD Special Tax, and the Project Performance Schedule. Currently, we are at the stage of the Concept Golf Plan.
A few important milestones highlighted in the agreement are:
• Milestone #1 - $100,000 deposit to City for the Deposit and Reimbursement Agreement which was completed on April 17, 2025.
• Milestone #2 - Golf Facilities Preliminary Cost and Scope submission, which was completed on July 16, 2025. This milestone also included a presentation before the City Council at the September 9, 2025 City Council meeting. The City was required to select from each of the three preliminary conceptual plan options presented prior to September 14, 2025. During review staff has prioritized the following:
o New Clubhouse/event center proposed to be placed on the East Course. o Overall golf course restoration and driving range modifications proposed to accommodate the new and expanded clubhouse footprint on the East Course. o Golf programming on the West Course.
• Milestone #3 - Golf Concept Plan to be reviewed by September 14, 2025 • Milestone #4 - Project Entitlements target date of January 12, 2026 The Performance and Participation Agreement defines how proceeds from the sale of the property are shared with the City to ensure the maximum profit share. (See attachment B).
The City’s financial benefit has a $10.5M floor. In addition, the following considerations will be made:
1. $400,000 upfront consideration- paid at PSA approval (complete).
2. Upon entitlement approvals -entitled property will be appraised by both parties- if the value is more than $10.5M, then City gets an additional 25% of value above $10.5M (including $1.5M for golf course design/entitlements). (Assumes 18.5% return for BRS.)
3. Sale of Land to Housing Developer-Proceeds: The City will receive the greater of 8.1525% as a percentage of gross lot sales or $8.6M allocated by lot minimum.
4. Profit share of 50% of homebuilder profits at sale of home-25% to City; 25% to Lewis.
5. Transfer Fee-At subsequent land sale (1%) in perpetuity for every legal lot created to the City.
The City maintains full authority and flexibility as to how to direct funds generated through residential and mixed-use development for the golf course upgrades, or any other desired scope/approach as the City Council directs. The guidance, collaboration and feedback received from the City Council on the conceptual project plans are subject to further refinement that will result in a conceptual design level plan that will later be packaged as a part of the overall project entitlements. The City shall continue to reserve its full rights and
Date: March 24, 2026
Subject: ADOPT A RESOLUTION APPROVING THE BLUE ROCK SPRINGS, LLC
PRELIMINARY GOLF COURSE CONCEPT PLAN FOR SUBMITTAL TO THE CITY
OF VALLEJO PLANNING AND DEVELOPMENT SERVICES DEPARTMENT
authority as the oversight body through this process and, in turn, shall maintain full discretionary authority on future project approvals for both the Golf facilities and future development projects.
Public Outreach
The Developer has conducted extensive public outreach with stakeholder meetings during July through October 2024 to gather community input and insight on the potential project. From September 2024 through June 2025, there were various stakeholder meetings (with members of the public, GVRD, city staff and golf professionals) that included touring the site, reviewing the vision for the site, its sustainability, housing needs/demands, infrastructure requirements, including technology and security. The stakeholder group discussed the three proposed layouts for the East Course, including the clubhouse design options, parking, driving range, golf course redesign, and the redesign/scope overviews for the West Course. The group liked the idea of a larger capacity clubhouse with a commercial kitchen that could hold larger events and be used to provide additional revenues for the City in the long term. The group preferred the option with parking closest to the clubhouse with the ability to separate the banquet room into two rooms, and have access to the outdoors for other activities.
On August 16, 2025, a community meeting was held regarding the potential project. The community meeting was well attended by residents. Discussion centered around the number of homes proposed to be built, possible view blockage, walkability of the course, and compatibility of design.
Review of the Concept Golf Plans
Consistent with the Performance and Participation Agreement, the developer submitted three preliminary concept plans for the clubhouse and for the golf course improvements for the City’s approval.
On July 16, 2025, in accordance with the above milestones, BRS submitted the Golf Facilities Preliminary Cost & Scope, which includes three Clubhouse Preliminary Scope options and three Golf Facilities Preliminary Scope West Course options; and
On September 9, 2026, the City Council provided feedback and selected Clubhouse Concept Plan #1 and West Golf Course Plan #3 from the three preliminary conceptual plan options contained within the Golf Facilities Preliminary Cost & Scope. This met the deadlines of the Performance and Participation Agreement of providing City direction by September 16, 2025. City Council directed BRS to consider the following:
1. Increase event capacity to 500 people
2. Add an optional task of under-clubhouse golf cart storage
3. Phase development tasks in order to allow for scaled implementation
4. Explore locating a youth center somewhere on the overall development site on the City-retained property
At a regular City Council meeting held on January 27, 2026, BRS submitted revised plans for the City Council to review. These plans included updated costs that included the details Council directed above. Council discussed potentially locating the Youth Center at Blue Rock Springs Park or other appropriate sites and phasing the development to ensure costs to develop would be scalable. The cost estimates for Clubhouse Concept Plan #1 and West Golf Course Plan #3 were refined and increased from $16.3M (estimate on September 9, 2025 without Council’s additional requests) to an updated $21M cost, an additional $2M if under-clubhouse cart storage is included, and an additional $6M for the Youth Center. The total cost for all asks is $29M. (There is an opportunity to incorporate the Youth Center partially through park fees from the project). The minimum developer share on the project is $10.5M so there will be a need to phase and scale
Date: March 24, 2026
Subject: ADOPT A RESOLUTION APPROVING THE BLUE ROCK SPRINGS, LLC
PRELIMINARY GOLF COURSE CONCEPT PLAN FOR SUBMITTAL TO THE CITY
OF VALLEJO PLANNING AND DEVELOPMENT SERVICES DEPARTMENT
the project if the market doesn’t support a higher revenue share at the participation points.
NEXT STEPS
Once the City Council approves the concept plans, the developer will adjust the design and complete the following:
• Phasing of project to ensure feasibility of development prior to application submittal; • Preliminary Application submittal within 120 days after City approval of Golf Concept Plan:
• Entitlements submission, including General Plan Amendment, Zoning Amendment, Tentative Map, Planned Development Permit, and other entitlements as necessary; and • CEQA analysis.
FISCAL IMPACT
Receiving approval from City Council on the preliminary plans does not pose any fiscal impacts at this time.
ENVIRONMENTAL REVIEW
A full environmental review will be undertaken, at the expense of the developer, prior to the consideration of the first related entitlement proposal.
ATTACHMENTS
1. Reso. Blue Rock Springs LLC Preliminary Golf Course Concept Plan_CAO Stamp
2. Blue Rock Springs - Milestone 3 Package - Jan 2026 - Revised 2.3.26
3. Attachment A - Purchase and Sale Agreement and Joint Escrow Instructions
4. Attachment B - Performance and Participation Agreement (Blue Rock Springs Golf Course Redevelopment)
CONTACT
Gillian Haen, Assistant City Manager (707) 648-4163
[email protected]
RESOLUTION NO. ____ N.C.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING
THE BLUE ROCK SPRINGS, LLC PRELIMINARY GOLF COURSE CONCEPT PLAN
FOR SUBMITTAL TO THE CITY OF VALLEJO PLANNING AND DEVELOPMENT
SERVICES DEPARTMENT
WHEREAS, on December 20, 2022, the City Council approved the Purchase and Sale Agreement and Joint Escrow Instructions (Purchase and Sale Agreement) for 655 Columbus Parkway to Blue Rock Springs, LLC (Developer), which proposes to develop 75 acres out of the approximately 255 acres of property with housing and commercial uses while retaining and redesigning the Golf Course; and
WHEREAS, the Performance and Participation Agreement identified in the Purchase Agreement includes the terms and conditions for payment of additional consideration to City for City’s sale of the Blue Rock Springs property to the Developer; and WHEREAS, the Developer has conducted extensive public outreach with stakeholder meetings held on July 30, 2024, September 5, 2024, October 3, 2024, and October 31, 2024, to gather community input and insight on the proposal; and
WHEREAS, on December 17, 2024, the City Council approved the Performance and Participation Agreement, which includes a schedule and terms for the filing of applications and submittals that are necessary for the Developer to secure issuance of the project entitlements for the proposed development and the renovated City Golf Course in a timely manner; and WHEREAS, on July 16, 2025, in accordance with the approved schedule, Developer submitted the Golf Facilities Preliminary Cost & Scope, which includes three Clubhouse Preliminary Scope options and three Golf Facilities Preliminary Scope West Course options; and WHEREAS, the City Council is to provide feedback and select one of each of the three preliminary conceptual plan options contained within the Golf Facilities Preliminary Cost & Scope within 60 days of the date of submittal, or by September 14, 2025; and WHEREAS, at a regular meeting held on September 9, 2025, the Developer presented the Golf Facilities Preliminary Cost & Scope to the City Council for approval and the Council provided feedback and selected Clubhouse Concept Plan #1 and West Golf Course Plan #3 and directed the Developer to include an increased event capacity of 500 people, under clubhouse golf cart storage, phasing of development tasks, and adding a youth center on the City-retained property portion of the development site; and
WHEREAS, at a regular meeting held on January 27, 2026, the City Council reviewed Developer’s revised Golf Concept Plans and provided further feedback and direction; and
WHEREAS, on February 3, 2026, the Developer submitted the final Golf Concept Plans for City Council review and approval for entitlement submission.
NOW, THEREFORE, BE IT RESOLVED that the City Council hereby approves submittal of the Preliminary Application for entitlements with Council directed additions from September 9, 2026, and January 27, 2026 for:
1. Clubhouse Preliminary Scope Option Number 1,
2. Golf Facilities Preliminary Scope West Course Option Number 3.
Adopted by the City Council of the City of Vallejo at a regular meeting held on March 24,2026, with the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: _______________________________________
DAWN G. ABRAHAMSON, CITY CLERK
ANDREA SORCE, MAYOR
Blue Rock Springs
Golf Concept Plan
February 3, 2026
1 2
Executive Summary
Blue Rock Springs, LLC, is pleased to present our Golf Concept Plan per our mutually agreed upon performance milestone delivery date of January 12, 2026. This submittal represents the fulfillment of our third milestone per the Performance Schedule attached to our Performance and Participation Agreement [Blue Rock Springs Golf Course Redevelopment], effective as of March 18th, 2025. Our first milestone ($100,000 deposit to City for the Deposit and Reimbursement Agreement) was completed on April 17th, 2025. Our second milestone (Golf Facilities Preliminary Cost and Scope) was completed on September 9th, 2025. Our understanding is that Blue Rock Springs, LLC, will make a presentation of the attached information at an upcoming City Council Meeting at the City’s direction.
We welcome any feedback/discussions at any time.
The information provided focuses upon more refined examinations, layouts, budgets, conceptual grading plans, conceptual landscaping plans, and perspectives for the selected options for the East and West Courses, fulfilling our delivery obligations for our third performance milestone. The goal at this time is to continue to maintain our focus on recreational programming for the Golf Course and associated facilities. The first priority is a new clubhouse/event center, proposed to be placed on the East Course. The new clubhouse will represent the largest component of our budgetary considerations. The second priority is the golf course restoration and driving range modifications proposed to accommodate for a new and expanded clubhouse footprint on the East Course. The third priority is golf programming on the West Course. Because the ultimate budget has materially increased and overall recreational programming will be, in part, based upon the funds generated through future residential / mixed-use development within the existing golf courses, we suggest collectively considering the East Course improvements as “fixed” costs, and the West Course scopes may be considered as alternatives subject to the actual budget available. Per our Partnership Agreements, the City maintains full authority and flexibility as to how to direct funds generated through residential and mixed-use development for golf, or any other desired scope/approach as the City desires.
As we are in the subsequent stages of our Golf Concept Plan, we appreciate and understand that the guidance, collaboration, and feedback received from the City represents concepts only, and the City shall continue to reserve their full rights and authority as the oversight body throughout this process, and in turn, shall maintain full discretional authority on future project approvals for both the Golf Facilities and development project.
Contextual Map
3
o Over 30 Years of Global Golf Course Design
and Development Experience
o Over 100 Courses Worldwide
o Award Winning, World-Class Course Designs
o Leader in Environmental Stewardship
o Principal – Greg Norman
o Over 70 Continuous Years of Master Plan
Community Design and Development Experience
o Over 55,000 Homes Developed (Including in
Vallejo)
o Developing Communities, Apartments, and Retail
Projects in Solano County Since Early 70’s
o Currently Most Active Developer in Solano
County
o Principals –
o Richard Lewis
o Randall Lewis
o Robert Lewis
o Roger Lewis
o John Goodman
Blue Rock Springs, LLC
4 Chris Campbell
SVP, Greg Norman
Golf Course Design
As Senior Vice President of GNGCD, Chris
works directly with Greg Norman to ensure
that every aspect of the design business is
operating efficiently. Beyond design and
project oversight, his responsibilities
include client support, global marketing,
business development, contract delivery,
staffing coordination and day-to-day
operations. Chris also manages Greg
Norman's personal involvement
throughout the design and construction of
each course to ensure that his ideas and
philosophies are an integral part of each
layout and the value of the Norman brand
and GNGCD’s expertise is maximized for
each client.
Carl Campos
CEO, LCA
Architects
Carl Campos is a dynamic strategic thinker
who brings more than 35 years of
architectural excellence to each of his
endeavors. Complicated, intricate projects
are those in which Carl’s expertise is most
evident. Whether it’s designing highly
technical facilities, planning standards for
large corporations or gaining entitlement
approval in a difficult jurisdiction or
neighborhood, Carl meets each of our
client’s needs on time and on budget while
ensuring that every condition is met. Carl is
also the President of the California
Architects and Engineers Safety
Association.
5 Lee Rosenblatt, P.E.
CBG Civil Engineers
As a Principal and for over 24 years, Mr.
Rosenblatt has been involved in the planning
and engineering of a wide variety of
improvements including major subdivisions,
stormwater quality basins and infrastructure,
major roadway reconstruction and widening,
major arterials design with associated
drainage structures and bridges, as well as
regional trail systems, creek, and park
design. Mr. Rosenblatt has utilized his
management expertise to effectively lead his
design team to cost effective, well thought
out designs. This process has required close
coordination with public agencies and both
private and public landowners. It is this
teamwork which Mr. Rosenblatt fosters both
inside and outside of the office that has
championed this success and these results.
Project Team - Consultants
2017
City – Development Partner
Recruitment & Selection
2018 – 2019
Community Outreach
2020 – 2021
Lake Herman Quarry
Settlement
2022 – 2024
Public – Private
Partnership
2024 – 2025
Subcommittee Meetings
2025 – 2031
Performance Agreement
Milestones
Project Timeline
6 Purchase Agreement
December 2022
o Preserved and protected city land use decisions by
confirming exemption from the Surplus Lands Act
o Appraisal (Required): $285K
o City retains 100% revenue/operational
oversight
o Developer has no rights to Property for use
o City retains Lease on Property at $1 / year
o Developer negotiated closing of $400K w/ City
Participation Agreement
December 2024
o Confirmed Public-Private Partnership (City – BRS)
o Pending Milestones 2 and 3 (Golf Focused / Concept
Plan); Entitlement Applications to be submitted by
Developer
o Additional Consideration (City)
o Century Urban – City’s Financial Consultant
– Audit Financials (3-5 months, 2024)
o $1.5M due to City upon Entitlement
o City negotiated to maximize proceeds by
receiving balance of consideration at lot sale
o All revenues taken into consideration at time
of land sale (Upside)
o City to receive % share of revenue to fund
Golf Facilities
o City guaranteed minimum of $10M
o Appraisal required at the time of Entitlement to
confirm land value(s)
Public – Private Partnership
7 Performance Milestone #2 Resolution Summary
8 o September 9th, 2025: Blue Rock Springs, LLC presented the Golf Facilities Preliminary Cost and Scope to the Vallejo City Council.
o September 16th, 2025: 60 days after the delivery of the Golf Facilities Cost and Scope to the City, The City of Vallejo will make their comments or selection from the options presented. The City Council approved:
✓ Clubhouse Preliminary Scope Option Number 1, and add the following:
a. Look at increased event capacity of 500 people
b. Add an optional task of under clubhouse golf cart storage c. Phase development task in order to allow for scaled implementation d. Explore youth center somewhere on the overall development site on the City retained property ✓ Golf Facilities Preliminary Scope West Course Option Number 3
Performance Milestone #3
9 o Blue Rock Springs, LLC submittal of the Golf Concept Plan o The City shall approve or provide comments back to allow for revision and resubmittal of Golf Concept Plan.
o The City shall respond to the resubmitted Golf Concept Plan within 90 days.
Blue Rock Springs, LLC
Submittal of Golf Concept Plan
120 days after the City approval of the
Golf Facilities Preliminary Cost and Scope
(Due 1/12/2026)
Participation
Agreement
Golf
Concept Plan
10 Golf Concept Plan
Overview
11
Cost Estimate Summary
12 WEST COURSE CONSTRUCTION COST ESTIMATE SUMMARY
Site Work $ 630,000
Golf Course $ 4,030,959
Construction Costs Subtotal $ 4,660,959
Contingency $ 699,144
Soft Costs $ 350,000
Total West Course Estimated Construction Cost $ 5,710,102
EAST FACILITIES CONSTRUCTION COST ESTIMATE SUMMARY
Site Work $ 2,960,000
Facilities
350 Seat Banquet Hall $ 1,089,780
Clubhouse $ 4,924,582
Private Wedding Garden $ 352,269
Pro Shop $ 792,328
Golf Cart Barn $ 419,586
Driving Range $ 1,336,820
Construction Costs Subtotal $ 11,875,365
Contingency $ 2,576,697
Soft Costs $ 1,398,405
Total East Facilities Estimated Construction Cost $ 15,850,468 TOTAL GOLF FACILITIES CONSTRUCTION COST $ 21,560,570Page 2251 of 2600 West Course
The design concept for the West Course asa
purpose-built9-hole Par-3 course, createsa
distinct and marketable new golf experience
at Blue Rock Springs.
The layout strategically repurposes existing
golf corridors to minimize land disturbance
while preserving golf frontage for all existing
homes along Pebble Beach Drive and Claret
Court. The compact Par-3 format deliversa
complete9-hole experience withina reduced
footprint, and the returning-loop configuration
enhances walkability and accessibility for players
of all skill levels.
This concept introducesa complementary
offering to the 18-hole East Course,
positioning Blue Rock Springs with two distinct
golf experiences that appeal toa broader
audience. The course is particularly well suited to
new golfers, juniors, families, and time-
constrained players, supportinga more
inclusive and sustainable business model.
Lower greens fees and shorter round times
improve affordability and access while
strengthening overall revenue potential. The
West Course also functions asa gateway into the
game, helping build long-term demand that
benefits the East Course.
The design removes the short-game practice
area to focus the West Course exclusively on the 9-hole Par 3 experience. The design also results in minor adjustments to the residential
development boundary.
13 West Course
Detailed Cost Estimate
14 WEST COURSE CONSTRUCTION COST ESTIMATE SUMMARY
Site Work
Site Preparation $50,000
Grading $300,000
Corrective Grading (assume 60% of earthwork) $180,000
Erosion Control $100,000
Subtotal $630,000
West Course Facilities
Shaping & Golf Course Drainage $116,525
Greens $937,985
Tees $233,225
Bunkers $198,219
Cart Path $232,000
Soil Preparation $10,383
Grassing $302,622
Irrigation $2,000,000
Subtotal $4,030,959
Construction Costs Subtotal $4,660,959
Contingency 15.00% $699,144
Soft Costs $350,000
Total Estimated Construction Cost $5,710,102 Page 2253 of 2600 Clubhouse and Banquet Hall
15 The proposed Clubhouse is located on a portion of the existing Driving Range.
The Clubhouse features a Kitchen, Bar, and Dining Room with interior and exterior seating facing west towards the driving range, as well as a Pro Shop.
The Clubhouse also includes a fabric roof structure to serve as an events space and Banquet Hall with capacity for 350 seats. A private wedding garden enhances the offering of the space.
This proposal has a total of 339 parking stalls: 327 Regular Stalls and 12 ADA stalls. The parking lot includes a new cart barn structure with capacity for 120 carts. The Clubhouse parking lot is designed to minimize impacts to the East Course.
16
Clubhouse Detailed
Cost Estimate
17 CLUBHOUSE COST ESTIMATE SUMMARY
SITE 350 SEAT WEDDING GOLF CART
ITEM WORK BANQUET HALL CLUBHOUSE PRO SHOP GARDEN BARN TOTAL Grading and Demolition $ 585,000 $ - $ - $ - $ - $ - $ 585,000 Parking Lot, Street, and Site Improvements $ 1,361,000 $ - $ - $ - $ - $ - $ 1,361,000 Storm Drain and Water Quality $ 539,000 $ - $ - $ - $ - $ - $ 539,000 Sanitary Sewer $ 30,000 $ - $ - $ - $ - $ - $ 30,000
Water $ 170,000 $ - $ - $ - $ - $ - $ 170,000
Landscaping and Monumentation $ 250,000 $ - $ - $ - $ - $ - $ 250,000 Concrete $ - $ 254,007 $ 528,038 $ 115,882 $ - $ - $ 897,927 Masonry $ - $ - $ - $ - $ - $ - $ -
Metals $ - $ 34,063 $ 9,153 $ 1,886 $ - $ - $ 45,102
Wood, Plastics, and Composites $ - $ 24,900 $ 642,688 $ 173,128 $ - $ - $ 840,716 Thermal and Moisture Protection $ - $ 3,320 $ 337,072 $ 87,158 $ - $ - $ 427,550 Openings $ - $ - $ 204,803 $ 21,933 $ - $ - $ 226,736
Finishes $ - $ 62,403 $ 608,741 $ 108,497 $ - $ - $ 779,641 Specialties $ - $ 95,040 $ 131,603 $ 1,763 $ - $ - $ 228,406 Equipment $ - $ - $ 623,000 $ - $ - $ - $ 623,000
Special Construction $ - $ 616,047 $ - $ - $ 352,269 $ 419,586 $ 1,387,903 Fire Suppression $ - $ - $ 85,540 $ 17,630 $ - $ - $ 103,170 Plumbing $ - $ - $ 515,250 $ 28,208 $ - $ - $ 543,458
HVAC $ - $ - $ 421,787 $ 71,402 $ - $ - $ 493,189
Integrated Automation $ - $ - $ 85,540 $ 14,104 $ - $ - $ 99,644 Electrical $ - $ - $ 581,672 $ 119,884 $ - $ - $ 701,556 Communications $ - $ - $ 42,770 $ 8,815 $ - $ - $ 51,585 Electrical Safety and Security $ - $ - $ 106,925 $ 22,038 $ - $ - $ 128,963 Construction Costs Subtotal $ 2,935,000 $ 1,089,780 $ 4,924,582 $ 792,328 $ 352,269 $ 419,586 $ 10,513,546 Soft Costs $ - $ 183,832 $ 830,715 $ 133,656 $ 59,423 $ 70,779 $ 1,278,405 Contingency $ 440,250 $ 277,843 $ 1,255,538 $ 202,006 $ 89,812 $ 106,975 $ 2,372,424 Total Estimated Construction Cost $ 3,375,250 $ 1,551,455 $ 7,010,835 $ 1,127,990 $ 501,505 $ 597,340 $ 14,164,375 Page 2256 of 2600 18 Driving Range
A focal point of the East Course isa state-of-the-art
driving range that integrates seamlessly with the new
clubhouse layout. The Driving Range will be
approximately 215 yards long with four target greens
provided at varying distances.
User experience will be enhanced by the following key
components:
Covered structure with 20 hitting bays to ensure
maximum guest comfort, providing shade from the
sun and shelter from rain for year-round, uninterrupted use.
Lighting to allow for evening and night use, extending
operating hours and thereby serving asa major
revenue generator.
Integrated ball tracking technology such as
Trackman or Toptracer to provide real-time data
analytics and “gamified” entertainment options
appealing to guests of all backgrounds and skill levels.
Putting Green and Chipping Green are provided at
alternate ends of the tee, together forminga one-stop
practice complex with convenient access from the
clubhouse.
Netting is proposed to be installed along the right side and back end of the driving range to protect the
maintenance facility and Hole 14 of the golf course.
Driving Range
Detailed Cost Estimate
19 DRIVING RANGE CONSTRUCTION COST ESTIMATE SUMMARY
Site Work
Site Preparation & Demolition of Existing $25,000
Subtotal $25,000
Driving Range Facilities
Covered Hitting Bays $191,737
Enhanced Lighting $50,000
Netting $100,000
Ball Tracking System $300,000
Shaping & Golf Course Drainage $49,385
Greens $206,175
Tees $51,400
Bunkers $27,320
Soil Preparation $6,700
Grassing $154,103
Irrigation $200,000
Subtotal $1,336,820
Construction Costs Subtotal $1,361,820
Contingency 15.00% $204,273
Soft Costs $120,000
Total Estimated Construction Cost $1,686,093 Page 2258 of 2600 Council Requests
Look at increased event capacity of 500 people.
o An increase of the Banquet Hall from 350 to 500 seats can be achieved. o The estimated cost for the 500-seat option is $1.69M compared to $1.55M for the 350-Seat option, representing a $143K increase.
o Parking availability would be reduced from 339 to 275 parking stalls to accommodate the larger structure.
Add an optional task of under clubhouse golf cart storage. o The basement Golf Cart Storage has an estimated cost of $1.6M. o Parking availability would be increased from 339 to 371 parking stalls.
Explore youth center somewhere on the overall development site on the City-retained property.
o The estimated cost of an 8,515 SF structure including a basketball court/gymnasium and facilities is $5.99M.
o The Youth Center would require a parking lot with approximately 49 spaces (construction not included in cost estimate).
o The total site requirement of the facility is estimated to be 32,000 SF.
20 Detailed Cost Estimate
Summary
21 GOLF FACILITIES TOTAL COST ESTIMATE SUMMARY
Additions/Alternatives:
SITE WEST DRIVING 350 SEAT WEDDING GOLF CART 500 SEAT YOUTH BASEMENT
ITEM WORK GOLF COURSE RANGE BANQUET HALL CLUBHOUSE PRO SHOP GARDEN BARN TOTAL BANQUET HALL CENTER CART STORAGE Grading and Demolition $ 1,215,000 $ - $ 25,000 $ - $ - $ - $ - $ - $ 1,240,000 $ - $ - $ - Parking Lot, Street, and Site Improvements $ 1,361,000 $ - $ - $ - $ - $ - $ - $ - $ 1,361,000 $ - $ - $ - Storm Drain and Water Quality $ 539,000 $ - $ - $ - $ - $ - $ - $ - $ 539,000 $ - $ - $ - Sanitary Sewer $ 30,000 $ - $ - $ - $ - $ - $ - $ - $ 30,000 $ - $ - $ - Water $ 170,000 $ - $ - $ - $ - $ - $ - $ - $ 170,000 $ - $ - $ - Landscaping and Monumentation $ 250,000 $ - $ - $ - $ - $ - $ - $ - $ 250,000 $ - $ - $ - Shaping & Golf Course Drainage, and Soil Preparation $ - $ 126,908 $ 56,085 $ - $ - $ - $ - $ - $ 182,993 $ - $ - $ - Greens, Tees, Bunkers, and Cart Path $ - $ 1,601,429 $ 284,895 $ - $ - $ - $ - $ - $ 1,886,324 $ - $ - $ - Turf and Irrigation $ - $ 2,302,622 $ 354,103 $ - $ - $ - $ - $ - $ 2,656,725 $ - $ - $ - Covered Hitting Bays $ - $ - $ 191,737 $ - $ - $ - $ - $ - $ 191,737 $ - $ - $ - Enhanced Lighting and Netting $ - $ - $ 150,000 $ - $ - $ - $ - $ - $ 150,000 $ - $ - $ - Ball Tracking System Lease $ - $ - $ 300,000 $ - $ - $ - $ - $ - $ 300,000 $ - $ - $ - Building Structure and Envelope $ - $ - $ - $ 316,290 $ 1,721,754 $ 399,987 $ - $ - $ 2,438,031 $ 316,290 $ 1,924,150 $ - Interior Finishes, Specialties, and Equipment $ - $ - $ - $ 157,443 $ 1,363,344 $ 110,260 $ - $ - $ 1,631,047 $ 157,443 $ 1,046,656 $ - Special Construction $ - $ - $ - $ 616,047 $ - $ - $ 352,269 $ 419,586 $ 1,387,903 $ 716,475 $ - $ 1,585,169 Building Sytems (MEP & Fire) $ - $ - $ - $ - $ 1,022,577 $ 117,240 $ - $ - $ 1,139,817 $ - $ 549,218 $ - Electrical and Low Voltage Systems $ - $ - $ - $ - $ 816,907 $ 164,841 $ - $ - $ 981,748 $ - $ 685,458 $ - Construction Costs Subtotal $ 3,565,000 $ 4,030,959 $ 1,361,820 $ 1,089,780 $ 4,924,582 $ 792,328 $ 352,269 $ 419,586 $ 16,536,324 $ 1,190,208 $ 4,205,482 $ 1,585,169 Soft Costs $ 604,644 $ 120,000 $ 183,832 $ 830,715 $ 133,656 $ 59,423 $ 70,779 $ 2,003,049 $ 200,773 $ 709,412 $ 267,398 Contingency $ 534,750 $ 350,000 $ 204,273 $ 277,843 $ 1,255,538 $ 202,006 $ 89,812 $ 106,975 $ 3,021,197 $ 303,447 $ 1,072,201 $ 404,144 Total Estimated Construction Cost $ 4,099,750 $ 4,985,602 $ 1,686,093 $ 1,551,455 $ 7,010,835 $ 1,127,990 $ 501,505 $ 597,340 $ 21,560,570 $ 1,694,428 $ 5,987,095 $ 2,256,711 Additional Cost $ 142,973 $ 5,987,095 $ 1,659,371
Total Construction Cost if Included $ 21,703,543 $ 27,547,665 $ 23,219,941 Page 2260 of 2600 Clubhouse Conceptual Renderings
22 CORNER VIEW OF THE PRO SHOP 23
WEST ELEVATION VIEW 24
SOUTHEAST CORNER VIEW 25
EVENT CENTER 26
27 EVENT CENTER
EVENT CENTER 28
29 EAST ELEVATION
SOUTH ELEVATION NORTH ELEVATION
WEST ELEVATION
CLUBHOUSE ELEVATIONS
Thank You!
For additional information please contact:
Jeb Elmore
[email protected]
916-403-1713
Dec 21, 2022 12:13 PM, 1049529041
Contract and Routing Form
Date Originated:
Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: City Manager's Office, Economic Development Division Staff Contact: Emi Theriault, [email protected] Contract Type: Other: Purchase and Sale Agreement and related Lease Agreement Vendor: Lewis Management Corp.
Contract Not to Exceed Amount: 0.00
Contract Start Date: Dec 20, 2022 End Date: Dec 20, 2026 Authority to Contract: City Council Date to Council: Dec 20, 2022 Other Comments:
Please contact City Clerk if related executed Resolutions of approval need to be included.
Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
I have uploaded additional files.Yes
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
Finance Department
City Attorney
City Manager
City Clerk
Return executed contract to: Emi Theriault
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS BY AND BETWEEN
THE CITY OF VALLEJO,
A MUNICIPAL CORPORATION
AND
BLUE ROCK SPRINGS, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
December 20, 2022
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS
This Purchase and Sale Agreement and Joint Escrow Instructions (“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, or its assignee (“BRS”) (each a “Party,” and collectively, “Parties”), dated for reference purposes as of December 20, 2022. 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 is the record owner of that certain real property commonly known as 655 Columbus Parkway, Vallejo, California (“City Property”), which is currently improved with two (2) eighteen- (18-) hole golf courses, clubhouse and associated improvements that are currently managed by Touchstone Golf, LLC, a Delaware limited liability company (“Touchstone”), pursuant to an agreement with City. The City Property is more fully described on Exhibit A to this Agreement, which is incorporated herein by this reference.
B. On or about August 8, 2017, City issued a Request for Qualifications (“RFQ”) for the “Revitalization of Two 18-Hole Golf Courses and 225 Acres at Blue Rock Springs Municipal Golf Course through a Public-Private Partnership, Management, Lease or Other Agreement.” The RFQ identified three goals for any revitalization project: (1) renovate and restore the municipal golf course in a manner that allows for it to operate as an affordable public course but independent of subsidies from City; (2) fund the development of a new or renovated multi-use clubhouse and associated facilities serving both the golf course and the local community; and (3) preserve or improve the existing aesthetics, quality, property values, environment and views of the surrounding neighborhoods.
C. BRS’s predecessor-in-interest, Greg Norman Golf Course Design Company, LLC, a Florida limited liability company (“Norman”), responded to the RFQ with a proposal that included a sale of a portion of the City Property.
D. City subsequently entered into Exclusive Right to Negotiate Agreement with Norman regarding the Subject Property, dated July 3, 2018 (“ERN”). Norman subsequently assigned the ERN to BRS.
E. The Parties intend that BRS will acquire a portion of the City Property on the terms established by this Agreement, and that after closing, BRS will submit all applications necessary for the redevelopment of the City Property (“BRS Applications”).
F. The ERN was amended on eight (8) occasions between December 26, 2018 and October 20, 2022, in response to communications that Syar Industries, Inc., a California corporation (“Syar”) made to the City, and which resulted in City’s receipt of a formal complaint letter on or about June 2, 2020 (“Syar Complaint”).
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
G. Following negotiations between the Parties and Syar concerning the Syar Complaint, the Parties entered into that certain Settlement and Release Agreement with Syar, which was approved by the City Council for City by Resolution 22-136 N.C. adopted July 12, 2022, a true and correct copy of which is appended to this Agreement as Exhibit B, and is incorporated herein by this reference (“Syar Agreement”). Relevant here, the Syar Agreement requires the City and BRS to undertake certain additional actions as set forth in the Syar Agreement, including without limitation recording a Collaborative Use Easement on certain portions of the City Property identified in the Syar Agreement as set forth in the Syar Agreement (“Collaborative Use Easement”). In addition, a land plan (“Land Plan”) was developed, and is appended to the Syar Agreement.
H. As of the date of this Agreement, the current 8th Amendment to the ERN expires December 29, 2022.
I. The Parties now intend to establish the terms on which the City will sell and BRS will purchase a portion of the City Property which consists of a portion of each of Solano County Assessor’s Parcel No. (“APN”) 0081-040-100, 0081-040-880, 0081-191-010, 0081-040-110, and 0181- 190-010, including: (1) all rights, easements and appurtenances belonging or appurtenant thereto; and (2) all existing improvements located thereon, as more fully described in Exhibit C-1 through C-3 to this Agreement and incorporated herein by this reference (“Subject Property”).
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 enactment of a resolution by the City Council approving this Agreement. Accordingly, as used herein, the term “Effective Date” shall mean the latter of the date on which and this Agreement (a) has been executed by both Parties, and (b) the resolution(s) adopted by the City Council approving and authorizing this Agreement, shall become final and effective.
2. Purchase and Sale. City agrees to sell and BRS agrees to purchase the Subject Property, including without limitation all rights, easements and appurtenances belonging or appurtenant thereto, on the terms and conditions stated in this Agreement. For the avoidance of doubt, the Subject Property does not include (a) personal property used in the operation of a golf course on the Subject Property, (b) intellectual property in connection with such operations, (c) rights to select an operator for the golf course on the balance of the City Property, or (d) water and water rights, including both riparian and appropriative rights, in connection with the operation of the golf course; or (e) other property rights in connection with the City’s conduct of golf-related activities on the Subject Property.
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
3. Consideration to City.
a. Payment of Negotiation Fee. City previously received the Negotiation Fee from BRS in the total sum of One Hundred Thousand Dollars ($100,000.00), as provided by the ERN.
The Negotiation Fee is non-refundable to BRS and has been used to cover the costs associated with the negotiation of the ERN.
b. City Cost Security Deposit. In addition to the Negotiation Fee, BRS posted the sum of Fifty Thousand Dollars ($50,000.00), as provided by the ERN (“City Cost Security Deposit”) to fund payment of City Costs, as defined by the ERN. The City Cost Security Deposit is non-refundable to BRS and has been used to cover the costs of negotiation of this Agreement. c. Purchase Deposit. Within three (3) days after the Effective Date, BRS shall deliver into Escrow (as hereinafter defined) with the Escrow Holder a deposit in the sum of One Hundred Fifty Thousand Dollars ($150,000.00) in cashier’s check or by confirmed wire transfer of good and available funds (“Purchase Deposit”). The Purchase Deposit shall be placed in an interestbearing account, shall be refundable to Buyer (except for the Nonrefundable Consideration Payment and Appraisal Fees), and shall be applied to the Purchase Price at Closing. City requested that BRS fund the cost of an appraisal of other City property, i.e., 400 Mare Island Way, Vallejo, California (“400 Mare Island”), in connection with its request that the Subject Property be released from certain loan obligations for which the Subject Property was pledged as security (“Loan Obligations”). To the extent that BRS funds the cost of the appraisal for 400 Mare Island, BRS may deduct the cost of the 400 Mare Island appraisal from the amount of the Purchase Deposit deposited with Escrow Holder. The full amount of the Purchase Deposit (i.e., $150,000) shall nonetheless be credited toward the Purchase Price.
d. Independent Consideration. Immediately upon receipt of the Purchase Deposit, Escrow Holder shall release a “Nonrefundable Consideration Payment,” in the amount of One Thousand Dollars ($1,000.00) to City without further instructions from City or BRS. The Nonrefundable Consideration Payment is paid to City in consideration for City granting BRS the right to purchase the Subject Property and to conduct due diligence as a contingency in accordance with the terms and conditions of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Nonrefundable Consideration Payment be refundable; however, the Nonrefundable Consideration Payment shall be applicable to the Purchase Price at Closing. e. Purchase Price.
i. The Purchase Price for the Property is and shall be the fair market value of the Property in its as-is-where-is condition, as is determined by an MAI-certified appraiser with at least ten (10) years of experience appraising comparable unimproved real property in Solano County, California (“Qualified Appraiser”).
ii. The Qualified Appraiser shall be instructed to appraise the Property for uses then allowed under then applicable laws and entitlements (without taking into account any prospective future uses or prospective value attributable to prospective entitlements and development rights that may thereafter be issued by any governmental or quasi-governmental entity, and assigning no value to the existing golf course operations of the Property). The appraisal shall recognize this DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
purchase as a “bulk” land sale. Further, no value shall be attributed to any portion of the Property lying within the Columbus Parkway right of way including, easements for streets, sidewalks, curb, gutter and/or existing easements which prohibit or restrict the use of the Property excluding therefrom the Collaborative Use Agreement.
iii. BRS shall have no obligation to purchase the Subject Property unless and until an appraisal of the Subject Property establishes the Purchase Price, and the Purchase Price is approved by BRS and City, each in its sole and absolute discretion. Each Party shall approve or disapprove the Purchase Price, in writing, within three (3) business days after its receipt of the appraisal which establishes the Purchase Price.
iv. City shall appoint the Qualified Appraiser. All fees associated with obtaining the appraisal (“Appraisal Fees”) shall be funded by BRS, which shall be non-refundable to BRS and shall not be applicable to the Purchase Price at Closing (as opposed to the costs to appraise 400 Mare Island), which are the subject of Section 3(c) of this Agreement. v. After approval of the Purchase Price by each of the Parties, and prior to the Closing Date, BRS shall deposit the balance of the Purchase Price in Escrow as provided by Section 10(b)(i), together with all other funds necessary on the part of BRS to enable Escrow Agent to comply with these instructions (see Sections 12 and 13) (“Closing Funds”).
4. Escrow. The Parties have opened escrow with First American Title Company, Northern California Homebuilder Services, c/o Tammi Buna, Senior Escrow Officer, 4750 Willow Road, Suite 275, Pleasanton, CA 94588, Escrow No. 0131-622619ala (“Escrow Agent”).
5. Limited Pre-Closing Investigation of the Property. During the period starting on the Effective Date and continuing through the Closing Date, BRS shall have the right to conduct limited physical inspections of the Subject Property and receive certain limited disclosures from City, as provided below.
a. Environmental Investigation. BRS previously obtained a Phase I environmental site assessment for the Subject Property (“Environmental Report”). BRS shall have a right to enter onto the Subject Property with reasonable advance notice to City, for purposes of obtaining an update to the Environmental Report and conducting such follow-up investigation as may be reasonable and necessary for BRS to evaluate the Subject Property’s environmental condition in manner sufficient to satisfy the “All Appropriate Inquiries” rule established by the Environmental Protection Agency. See 40 CFR Part 312, et seq.
b. Natural Hazard Disclosure. City may be required under California law to disclose if the Property lies within the following natural hazard areas or zones: (i) a special flood hazard area designated by the Federal Emergency Management Agency (California Civil Code Section 1102.17); (ii) an area of potential flooding (California Government Code Section 8589.4); (iii) a very high fire hazard severity zone (California Government Code Section 51183.5); (iv) a wild land area that may contain substantial forest fire risks and hazards (Public Resources Code Section 4136); (v) an earthquake fault zone (Public Resources Code Section 2621.9); or (vi) a seismic hazard zone (Public Resources Code Section 2694). On or about November 3, 2022, BRS obtained a Natural Hazards Disclosure Statement concerning the Property issued by JCP-LGS, which Natural DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
Hazards Disclosure Statement shall and hereby does satisfy City’s compliance with the above-stated obligations. BRS hereby acknowledges receipt the Natural Hazards Disclosure Statement. c. Title and Survey.
i. Preliminary Title Report. Prior to the Effective Date, BRS requested that First American Title Insurance Company (“Title Company”) issue a preliminary title report pertaining to the Subject Property, together with complete and legible copies of all documents relating to the title exceptions and other matters referred to in such preliminary title report (collectively, the “Preliminary Title Report”). The Preliminary Title Report shall provide for issuance of an owner’s policy of title insurance to BRS using an ALTA Policy Form 2021 or on such other form as BRS may require in its sole and absolute discretion, in the full amount of the Purchase Price, subject only to the Permitted Exceptions (defined below) (“Owner’s Title Policy”).
A. Within two (2) business days after the Effective Date, BRS shall notify City in writing (“Title Objection Notice”) of any title exceptions identified in the Preliminary Title Report and/or Survey that BRS disapproves in its sole and absolute discretion (“Title Objection”).
B. BRS hereby disapproves all deeds of trust, delinquent payments of taxes and assessments and other monetary liens affecting the Subject Property that accrued prior to Closing (other than liens for non-delinquent property taxes and assessments as described above) (“Monetary Exceptions”). City hereby covenants to cause all such Monetary Exceptions to be satisfied at City’s sole cost and expense (including all prepayment penalties and charges) before or concurrently with the Close of Escrow from sales proceeds or otherwise.
Notwithstanding the above, City and BRS acknowledge that the Subject Property is pledged as security for Loan Obligations to Union Bank of California, N.A., a national banking association organized an existing under the laws of the United States of American, as trustee (for convenience, “Union Bank”).
City shall exercise its best efforts to cause the release of the Subject Property from the Loan Obligations prior to Closing. In the event that City is unable to do so, the Loan Obligations shall become the subject of Section 6 of this Agreement, and its failure to secure the release the Loan Obligations shall not be deemed a pre-closing default within the meaning of Section 16.
C. Any exception to coverage shown on the Preliminary Title Report, or matter that is not listed as a Title Objection in the BRS’ Title Objection Notice will be deemed approved by BRS and shall constitute a “Permitted Exception” hereunder.
D. City shall have a period of two (2) business days following its receipt of the Title Objection Notice within which to notify BRS in writing (“Title Objection Response”) of its agreement to remove, alter, modify or otherwise mitigate any Title Objection to the satisfaction of BRS. City’s failure to timely provide a Title Objection Response will be deemed an election by City not to cure the Title Objections prior to the Close of Escrow. In the event that City is not willing to remove, alter, modify or otherwise mitigate any Title Objection to the satisfaction of BRS, BRS shall elect within two (2) business days after the City’s Title Objection Response was due to (1) waive its disapproval of such exception, in which case such exception shall then be deemed to be a Permitted Exception, or (2) terminate its obligation to purchase the Subject Property.
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ii. Survey. BRS shall obtain a boundary survey for the Subject Property (“Survey”) prepared by as surveyor and/or engineer selected by BRS in its sole discretion, provided that BRS shall pay for the cost of such Survey and provide City and the Title Company with copies of such Survey. The surveyor and/engineer shall prepare a metes and bounds legal description that will identify the Real Subject Property for purposes of the Title Policy, Grant Deed, and Rescission Deed (all as defined herein). The Survey and legal description shall be subject to the approval of the City Manager and the City Attorney, and such approval shall be and hereby is a condition of Closing. d. Golf Lease. Prior to Closing, City and BRS shall negotiate and execute a lease agreement (“Golf Lease”), which shall commence at the Close of Escrow, pursuant to which City shall continue to hold possession of the Subject Property and operate the golf course and attendant facilities thereon. The Golf Lease shall include commercially reasonable insurance and indemnity requirements for similar leases, in favor of BRS.
In the event that (i) each of the Parties does not approve the Purchase Price, or (ii) BRS terminates the Agreement prior to the Closing Date due to a condition identified in the Environmental Report or Natural Hazards Disclosure Statement; due to a title or survey defect; or due to the failure of the Parties to timely enter into the Golf Lease; the Purchase Deposit shall be refunded to BRS, less the Nonrefundable Consideration Payment, Appraisal Fees, and any amounts due to Escrow Agent from BRS pursuant to this Agreement. City shall promptly (but no longer than two (2) business days after such termination) execute any instructions required by Escrow Agent in order to release the Purchase Deposit. Upon BRS’ termination or deemed termination of this Agreement under this Section 5, neither party shall have any further liability under this Agreement or under the ERN, except for any obligations that are specifically stated to survive the termination of this Agreement (the “Surviving Obligations”).
6. Post-Closing Obligations. The Parties intend that certain activities must be performed after Closing, to confirm the sale of the Subject Property and to realize the development of the Subject Property by BRS if and as ultimately approved by the City in the normal course of entitlement and permitting review. Accordingly, the Parties shall undertake the following activities after Closing, reasonably and in good faith, which obligations shall survive the close of escrow. a. Release of Subject Property from Loan Obligations.
i. In the event that City is unable to obtain the release of the Subject Property from the Loan Obligations prior to Closing, as contemplated by Section 5(c)(1)(B), that failure shall not be deemed a pre-closing default within the meaning of Section 16. City shall have fifteen (15) business days after Closing, subject to a written agreement executed by both Parties extending such deadline, to secure such release by the recording of such documents as Title Company requires to remove the Loan Obligations as Monetary Exceptions to the Title Policy (“Union Bank Documents”), so that the Title Policy may be re-issued to BRS free from such Monetary Exceptions.
Commencement of the Due Diligence Period established by Section 6(e) shall be postponed until the date when the Union Bank Documents are recorded in the Official Records of Solano County (“Official Records”).
ii. To the extent that that the Union Bank Documents do not record within fifteen (15) days after Closing, as such date may be extended from time-to-time, Rescission shall occur within the meaning of and as provided in Section 7.
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b. Continued Operation of Golf Course. City shall continue to operate the golf course and attendant facilities on the Subject Property pursuant to the Golf Lease. For the avoidance of doubt, City shall be permitted to continue golf operations on the Subject Property after the Close of Escrow, and may continue to conduct such operations through Touchstone or any other management company that City may choose in its reasonable discretion. c. Reimbursement Agreement.
i. Within sixty (60) days after Closing, subject to a written agreement executed by both Parties extending such deadline, the Parties shall negotiate and execute an agreement to provide for BRS’ payment of City’s reasonable costs associated with the engagement of City Staff (if not subject to flat rate entitlement fees), third-party consultants and attorneys, including City’s legal counsel (outside or staff), contract project manager, and financial and engineering consultants, in connection with the review and processing of the BRS Applications, and, to the extent City’s involvement is necessary or desirable to BRS, the permits from resource agencies (“Reimbursement Agreement”).
ii. The Reimbursement Agreement shall be in the City’s usual form and will provide for an “evergreen deposit” of One Hundred Thousand and 00/100 Dollars ($100,000.00) to secure BRS’ obligations to pay such costs. The Parties contemplate that BRS’ first payment of costs due to City under the Reimbursement Agreement shall be payable no earlier than the latter of the following dates: (A) sixty (60) calendar days after Closing, (B) ninety (90) days prior to submittal of development applications by BRS.
iii. In the event that City and BRS are not able to timely negotiate and execute a Reimbursement Agreement, Rescission shall occur within the meaning of and as provided in Section 7.
d. Participation Agreement.
i. No later than one hundred twenty (120) days after closing, subject to a written agreement executed by both Parties extending such deadline, the Parties shall negotiate and execute a Participation Agreement by which the City will receive (A) additional consideration for the Subject Property after BRS’ receipt of final entitlements for a project on the Subject Property; and (B) additional consideration for the Subject Property at such time as (1) finished lots are sold to merchant builders for construction, or (2) BRS sells the improved residential and/or commercial property.
ii. In the event that City and BRS are not able to timely negotiate and execute a Participation Agreement, Rescission shall occur within the meaning of and as provided in Section 7.
e. Conduct of Due Diligence; Physical Inspections.
i. BRS shall have the opportunity to perform due diligence investigations after Close of Escrow, which investigations may include (A) a review of all the documents, materials DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
or information relating to the Subject Property, including without limitation those described on Exhibit D attached hereto and incorporated herein by this reference (collectively, the “Due Diligence Materials”), which shall be provided to BRS no later than fifteen (15) calendar days after Close of Escrow; and (B) a review of the physical condition of the Subject Property, including without limitation investigations, and tests of the Subject Property, including but not limited to, geotechnical soil borings, test pits, physical inspections and other environmental tests of the Subject Property (“Physical Inspections”), all at BRS’ sole risk, cost, and expense. ii. BRS shall complete its review of the Due Diligence Materials within forty-five (45) days after City delivers the Due Diligence Materials and shall complete its Physical Inspections within sixty (60) days after Close of Escrow (“Due Diligence Period”). iii. At the conclusion of the Due Diligence Period, BRS shall notify the City in writing as to whether it approves the Subject Property and intends to retain title (“Approval Notice”), or if it disapproves the Subject Property (“Disapproval Notice”). For the avoidance of doubt, BRS shall not issue a Disapproval Notice unless the Due Diligence Materials or Physical Inspections disclose conditions that BRS determines will materially impact BRS’s intended use and development of the Subject Property and or the value of the Subject Property. iv. If BRS issues a Disapproval Notice,, Rescission shall occur within the meaning of and as provided in Section 7. The failure by BRS to deliver its Disapproval Notice shall be deemed to be its approval of the Subject Property.
v. In the event BRS terminates this Agreement and exercises the right of Rescission, BRS shall return all Due Diligence Materials provided by City to BRS and shall permanently delete any electronic copies held by BRS.
f. Performance Agreement; Pursuit of Entitlements by BRS. i. Within one hundred twenty (120) after Closing, subject to a written agreement executed by both Parties extending such deadline, City and BRS shall negotiate and execute an agreement that includes a performance schedule pursuant to which BRS shall proceed with filing those applications and submittals that are and will be necessary to secure issuance of entitlements to develop the Subject Property (“Performance Agreement”). The Performance Agreement shall provide that (A) the requested entitlements shall be consistent with the limitations imposed on the development of the Subject Property by the Syar Agreement; and that (B) entitlements for the Subject Property shall be pursued in an expeditious manner, with reasonable diligence, and on a timeline that is generally consistent with the performance schedule, market conditions, and other similar factors, and the goal of completing expeditious development of the Subject Property, subject to force majeure, which shall be defined in the Performance Agreement.
ii. The Performance Agreement (or alternate form of agreement, as the Parties may agree) shall provide that the City shall have a power of termination (a reversionary interest) in the Subject Property (“Power of Termination”) as provided in Section 7(e). iii. The Performance Agreement (or alternate form of agreement, as the Parties may agree) shall provide that if the BRS Applications are not approved, and BRS is not able to DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
secure entitlements for a project, the nature of which project, shall be within BRS’ sole and absolute discretion, BRS shall have the right to require the City to repurchase the Subject Property by refunding to BRS the Purchase Price (inclusive of the Purchase Deposit and any unexpended amounts pursuant to the Reimbursement Agreement, but exclusive of the Nonrefundable Consideration and Appraisal Fees) in consideration for BRS reconveying the Subject Property to the City. iv. Following execution of the Performance Agreement, a Memorandum of Agreement shall be recorded on title to the Subject Property to assure that the City’s Power of Termination is recorded in the chain of title for the Subject Property. v. BRS shall engage Norman, at its sole cost and expense, to develop a Conceptual Golf Site Design and Upgrade package (“Concept Plan”). Norman shall also prepare a construction estimate for the implementation of the Concept Plan. The Concept Plan shall be consistent with the limitations imposed on the development of the City Property by the Syar Agreement and any cost limitation imposed by City. City shall have the right to approve the cost and scope to develop the Concept Plan. Upon City approval of the cost and scope to develop the Concept Plan, BRS shall within thirty (30) days of approval of the cost and scope prepare and submit to the City the Concept Plan. Upon approval of the Concept Plan by City, and concurrently with submittal of the BRS Applications, BRS shall submit plans sufficient to permit (1) CEQA review of and approval of designs for the Golf Site design and upgrade; (2) the pursuit of entitlements (i.e., the Concept Plan shall include sufficient detail to permit the submittal of a development application and pursuit of entitlements, and shall include a site layout and grading plan, among other requirements); (3) an updated construction estimate for same; (4) allow the City or City Designee to obtain construction bids for the Golf Site design and upgrade. For the avoidance of doubt, BRS is not obligated to provide construction-level detail in the Concept Plan.
vi. In the event that City and BRS are not able to timely negotiate and execute a Performance Agreement, Rescission shall occur within the meaning of and as provided in Section 7.
vii. BRS may request that City enter into a development agreement in connection with its pursuit of entitlement applications for the Subject Property, which shall be considered by the City in the normal course of processing for such applications. g. CEQA Compliance. In compliance with CEQA, and to give members of the public the opportunity to be aware of the environmental consequences of a development project on the Subject Property, and to fully participate in the CEQA process, the Parties acknowledge that City has no obligation to approve a development project on the Subject Property and that any such project shall be subject to all applicable governmental approvals. City shall retain discretion in accordance with applicable law before action on the project by the City Council to (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) 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 (iv) determine not to proceed with the project. Any failure by City Council to grant such approvals after a public hearing thereon shall not constitute a default or a breach of the terms of this Agreement by City.
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7. Rescission; Power of Termination.
a. In the event that the Union Bank Documents are not recorded as required by Section 6(a); if the Parties are not able to timely reach agreement on the Reimbursement Agreement, Participation Agreement, Performance Agreement, or if BRS issues a Disapproval Notice at the conclusion of the Due Diligence Period, the conveyance of the Subject Property to BRS shall be rescinded (“Rescission”).
b. In the event of Rescission, (i) BRS shall receive the return of the Purchase Deposit (less the Nonrefundable Consideration Payment and Appraisal Fees) and the Purchase Price, together with and any unexpended amounts pursuant to the Reimbursement Agreement; (ii) the Parties shall execute and record a deed rescinding BRS’ acquisition of the Subject Property. (“Rescission Deed”).
c. For the avoidance of doubt, BRS shall not have a right of Rescission in connection with its pursuit of entitlements for the project, with CEQA, any development agreement, or with the City’s pursuit of development of golf or other improvements on that portion of the City Property retained by City.
d. In the event of Rescission, BRS shall not be entitled to reimbursement of any amounts expended pursuant to the Negotiation Fee, the City Cost Security Deposit, the Reimbursement Agreement, Performance Agreement or any costs associated with the processing of the BRS Applications.
e. In the event that BRS fails to comply with the Performance Agreement, the City may exercise the Power of Termination under the Performance Agreement (Cal. Civ.
Code § 885.010, et seq.), in which case fee ownership of the Subject Property shall be returned to the City and BRS shall receive the return of the Purchase Price and such other sums as the Parties negotiate in the Performance Agreement.
8. Conditions Precedent. The following shall be the conditions precedent to the applicable Party’s obligations to consummate the purchase and sale transaction contemplated herein:
a. Conditions to BRS’ Obligations. BRS’ obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction, in BRS’ sole and absolute discretion, of each of the following conditions, each of which is for the sole benefit of BRS and may only be waived by BRS in writing:
i. City’s Representations and Warranties. Each representation and warranty made in this Agreement by City shall be true and correct in all material respects at the time as of which the same is made and as of the Close of Escrow.
ii. Purchase Price. The Purchase shall have been established and approved by BRS and City.
iii. Approval of Legal Description. The legal description pursuant to which the Subject Property shall be conveyed to BRS shall have been approved by BRS and City.
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iv. Delivery of the Golf Lease. A fully executed copy of the Golf Lease shall have been delivered to Escrow by City.
v. Owner’s Title Policy. Title Company shall be irrevocably committed to issue, at the Closing, its standard coverage owner’s title insurance policy (and provided BRS provides the Survey to the Title Company (in a form that meets the Title Company’s reasonable requirements), its extended coverage ALTA Owner’s Title Insurance Policy (2021 Form), with liability equal to the Purchase Price, or in such greater amount as BRS may request and to which Title Company may agree to underwrite, showing fee title to the Subject Property vested in BRS, free and clear of any and all tenancies and/or occupancy rights of third parties affecting all or any portion of the Subject Property, with the limited exception of the existing lease to Touchstone, and subject only to the Permitted Exceptions (the “Owner’s Title Policy”).
vi. City Deliveries. City shall have delivered to Escrow Agent the items described in Section 10(a) hereof.
vii. No Pending Action. There shall exist no pending actions, suits, arbitrations, proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, against City that would materially and adversely affect City’s ability to perform its obligations under this Agreement. viii. Condemnation. This Agreement shall not have been terminated by BRS as a result of any condemnation or threatened condemnation of the Subject Property as described in Sections 14(a)(vi) and 15 hereof.
ix. BRS’ Waiver of Conditions. BRS may at any time or times on or before the Close of Escrow, at its sole election, waive any of the conditions precedent to BRS’ obligations under this Section 8(a) or otherwise and consummate the sale, but any such waiver shall be effective only if contained in a writing signed by BRS and delivered to City. In the event any of the conditions precedent for the benefit of BRS that are contained in this Agreement are not completely fulfilled and satisfied, then in addition to any other rights or remedies BRS may have, BRS may, prior to the Closing Date (defined below), terminate its obligation to purchase the Subject Property, and (A) the Purchase Deposit and all accrued interest thereon shall immediately refunded to BRS (less the Nonrefundable Consideration Payment and Appraisal Fees and any amounts due to Escrow Agent from BRS pursuant to this Agreement); (B) BRS’ obligation to purchase, and City’s obligation to sell, the Subject Property shall terminate; and (C) neither Party shall have any further obligation to the other except, except as to the Surviving Obligations. Any unexpended amounts pursuant to the Reimbursement Agreement shall be returned to BRS by City outside of Escrow.
b. Conditions to City’s Obligations. City’s obligations hereunder, including, but not limited to, its obligation to consummate the purchase transaction provided for herein, are subject to the satisfaction, in City’s sole and absolute discretion, of each of the following conditions, each of which is for the sole benefit of City and may be waived by City in writing:
i. Purchase Price. The Purchase shall have been established and approved by BRS and City.
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ii. Approval of Legal Description. The legal description pursuant to which the Subject Property shall be conveyed to BRS shall have been approved by BRS and City. iii. Delivery of the Golf Lease. A fully executed copy of the Golf Lease shall have been delivered to Escrow by BRS.
iv. BRS Deliveries. BRS shall have delivered to Escrow Agent the items required to be delivered by BRS pursuant to Section 10(b). v. Due Performance. BRS shall not be in default under this Agreement and shall have duly performed each and every covenant, undertaking and agreement to be performed by it prior to the Close of Escrow hereunder.
vi. BRS’ Representations and Warranties. Each representation and warranty made in this Agreement by BRS shall be true and correct in all material respects at the time as of which the same is made and as of the Close of Escrow.
vii. City’s Waiver of Conditions. City may at any time or times on or before the Close of Escrow, at its sole election, waive any of the conditions precedent to City’s obligations under this Section 8(b) or otherwise and consummate the sale, but any such waiver shall be effective only if contained in a writing signed by City and delivered to BRS. In the event any of the conditions precedent for the benefit of City that are contained in this Agreement are not completely fulfilled and satisfied, then in addition to any other rights or remedies City may have, City may, prior to the Closing, terminate its obligation to convey the Subject Property, and the Purchase Deposit and all accrued interest thereon shall immediately refunded to BRS, less the Nonrefundable Consideration Payment and Appraisal Fees, and any amounts due to Escrow Holder from BRS pursuant to this Agreement, BRS’ obligation to purchase, and City’s obligation to sell, the Subject Property shall terminate, and neither Party shall have any further obligation to the other except as otherwise provided in this Agreement. Any unexpended amounts pursuant to the Reimbursement Agreement shall be returned to BRS by City outside of Escrow.
9. Covenants During Escrow. From the Effective Date until the earlier of the Closing or the termination by BRS or City of its obligation to complete the transfer of the Subject Property, BRS and City, as applicable, covenant and agree to the following:
a. Operation of the Subject Property Prior to Close of Escrow. i. Affirmative Covenants. City shall (A) pay all taxes and assessments, and service all debt secured by the Subject Property, if any, prior to delinquency, (B) maintain and operate the Subject Property in substantially its current condition, and (C) maintain property and liability insurance related to the Subject Property at the level and with the insurance companies that City currently maintains.
ii. Negative Covenants. Following BRS’ delivery of an executed copy of this Agreement, City shall not, except as otherwise specifically permitted or required pursuant to this Agreement, or as otherwise agreed or permitted by BRS in writing in BRS’ sole and absolute discretion, (A) grant, create or allow the creation of any easement, right-of-way, encumbrance, lien, restriction, DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
right of occupancy or assessment affecting the Subject Property or otherwise cause or permit any other change to the state of title with respect to the Subject Property, (B) amend, extend or otherwise modify the terms of any existing lease, easement, right-of-way, encumbrance, lien, restriction or assessment that affects the Subject Property (except as may be necessary to release the Subject Property from any existing mortgage obligation), (C) sell, transfer or otherwise convey or terminate, amend or otherwise modify any Intangible Property relating exclusively to the Subject Property, (D) enter into any further or amend any existing agreements, contracts, leases or rights of occupancy with respect to the Subject Property, with the exception of the Touchstone Agreement or any other Agreement relating to the operation of the Golf Course, (E) cause or permit any Hazardous Materials (as defined in Section 14(a)(viii) below) to be used, stored, released, discharged or generated on the Subject Property in violation of applicable law, or (F) cause or permit any material changes to the physical condition of the Subject Property.
b. City Contracts. With the exception of City’s agreement with Touchstone, City shall cause any and all charges, fees, costs or expenses that have accrued under any contracts or agreements relating exclusively to the Subject Property to which City is a party (“Contracts”) to be paid in full and terminated on or prior to the Close of Escrow. This Section 9(b) shall survive the Close of Escrow.
10. Closing Deliverables.
a. City’s Closing Deliveries. Not less than one (1) business day prior to the Closing Date, City shall deliver or cause to be delivered to Escrow Agent the following items:
i. The amount of Closing Costs and Prorations allocated to City, as provided by Sections 12 and 13;
ii. One (1) fully executed and acknowledged grant deed conveying the Real Subject Property in substantially the form attached hereto as Exhibit E (“Grant Deed”); iii. A Certificate of Non-Foreign Status duly executed by City certifying that City is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, together with the equivalent California form (Form 593) confirming that City is not subject to withholding of any portion of the Purchase Price by BRS pursuant to the California Revenue & Taxation Code (collectively, the “Non-Foreign Affidavits”); iv. One (1) fully executed original of a general assignment agreement (the “General Assignment”) conveying to BRS the Intangible Property in the substantially form attached hereto as Exhibit F.
v. One(1) fully executed original of the Golf Lease; and vi. Any other document, instrument or agreement necessary to consummate the transactions contemplated herein reasonably requested by BRS or Escrow Agent. b. BRS’ Closing Deliveries. On or prior to the Closing Date, BRS shall deliver to Escrow Agent the following items:
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i. The Closing Funds;
ii. One(1) fully executed original of the Golf Lease;
iii. One (1) fully executed Collaborative Use Easement as required by the Syar Agreement, in recordable form;
iv. One (1) fully executed original of the Preliminary Change of Ownership Report (“PCOR”);
v. One (1) fully executed original of the Transfer Tax Information Statement; and
vi. Any other documents, instruments or agreements necessary to consummate the transactions contemplated herein reasonably requested by City or Escrow Agent.
11. Escrow and Closing.
a. Escrow Instructions. When this Agreement or counterparts hereof shall have been executed by City and BRS and delivered to Escrow Agent, it shall constitute Escrow Agent’s escrow instructions. Any standard form escrow instructions submitted by Escrow Agent or any other clarification or addition to the instructions contained herein shall, when executed by BRS and City, constitute additional escrow instructions. In the event of any conflict between such additional instructions and this Agreement, the terms of this Agreement shall prevail. b. Closing. The “Close of Escrow” or “Closing” means the date on which the Grant Deed conveying title to the Subject Property to BRS is recorded. The Close of Escrow shall occur on or before Wednesday, December 28, 2022 (the “Closing Date”). The Closing Date may be extended by the Parties, but may not be extended beyond Friday, December 30, 2022 (“Outside Closing Date”)”). Any extension of the Outside Closing Date shall be confirmed by the Parties in writing.
c. Close of Escrow. If and when BRS and City have deposited into Escrow the funds and documents required by this Agreement, and all closing conditions have been satisfied or waived by the applicable party, and Title Company is irrevocably committed to issue the Owner’s Policy and Lender’s Policy concurrently with the Close of Escrow, Escrow Holder shall do the following:
i. Record Documents. Cause the following documents to be recorded in the Official Records: (A) Grant Deed, (B) Collaborative Use Easement, and (C) Union Bank Documents (if available).
ii. Deliver to BRS. Immediately upon the recording of the Grant Deed, deliver to BRS: (A) a conformed copy of the Grant Deed and Collaborative Use Easement; (B) the Non-Foreign Affidavits (if required); (C) fully executed originals of the General Assignment; (D) any DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
funds deposited by BRS, and any interest earned thereon, in excess of the amount required to be paid by BRS hereunder; and (E) the Owner’s Title Policy.
iii. Deliveries to City; Holdback of Purchase Price.
A. Immediately upon the recording of the Grant Deed, deliver to City: a conformed copy of the recorded Grant Deed, Collaborative Use Easement, and the Union Bank Documents (if recorded).
B. Escrow Agent shall retain that portion of the Closing Funds otherwise due to City pursuant to this Agreement (“Sales Proceeds”) until such time as Escrow Agent is notified by the Parties that the Loan Obligations are released (if not released prior to Close of Escrow); the Reimbursement Agreement, Participation Agreement, Performance Schedule are finalized; and BRS issued an Approval Notice at the conclusion of the Due Diligence Period. For the avoidance of doubt, the timelines established by this Agreement provide that all of the foregoing conditions on the release of the Sales Proceeds to City shall occur approximately one-hundred-twenty one (121) days after Closing (i.e., the Due Diligence Period expires sixty (60) days after Close of Escrow, and the balance of the conditions on release of the Sales Proceeds shall be satisfied no later than one-hundred-twenty (120) days thereafter) unless amendments of these timelines are agreed to by both Parties in writing. City acknowledges, however, that such timelines may be extended if the Loan Obligations are not released and the Union Bank Documents recorded before Closing.
d. Real Estate Reporting Person. Escrow Agent is hereby instructed to comply with all applicable Federal, state and local reporting and withholding requirements relating to the close of this transaction. Escrow Holder is hereby designated the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.60454 and any instructions or settlement statement prepared by Escrow Holder shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall, in addition to complying with any applicable state and local requirements, file Form 1099 information return and send the statement to City as required under the aforementioned statute and regulation.
12. Closing Cost Allocation.
a. BRS shall pay (i) Escrow Agent’s escrow fee; (ii) Title Company’s charges for the Owner’s Title Policy, including any charges for extended title coverage and any additional title endorsements requested by BRS; and (iii) recording fees associated with recording the Grant Deed and Collaborative Use Easement in the Official Records. b. City shall pay (i) any City, County and/or other documentary transfer stamps, if any; and (ii) all fees and costs (including without limitation Escrow Agent’s fee, recording fees, and Title Company charges) associated with the release of the Loan Obligations and/or the recording of the Union Bank Documents in the Official Records. City’s obligations to pay such costs concerning the Loan Obligations and/or the Union Bank Documents shall survive the Close of Escrow. c. All other closing costs and charges attributable to BRS’ acquisition of the Subject Property shall be paid by the Parties in accordance with the customary practice in the County DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
where the property is located. All other closing costs and changes attributable to the release of the Loan Obligations and/or the Union Bank Documents shall be borne by City, which obligation shall survive the Close of Escrow.
d. The foregoing provisions of this Section 12 notwithstanding, should the obligations of BRS to purchase, and City to sell, the Subject Property be terminated in accordance with this Agreement, BRS and City shall each pay one-half (½ ) of the cost of the escrow cancellation fees and other amounts due Escrow Agent and the Title Company; provided, however, that should this Escrow be terminated as a result of the default by one of the Parties hereto, the defaulting Party shall pay the entire amount of the cancellation fees and other amounts due Escrow Agent and the Title Company, and the non-defaulting Party shall have no liability therefor. e. BRS shall pay its own attorneys’ fees in connection with the preparation and negotiation of this Agreement and in connection with the consummation of the transactions contemplated hereby. All fees of the City shall remain subject to the Reimbursement Agreement.
13. Prorations. All non-delinquent taxes and assessments applicable to the Subject Property, including, without limitation, all property taxes and assessments shall be prorated as of the Close of Escrow on the basis of the actual number of days of the month that have elapsed as of the Close of Escrow and based upon a three-hundred-sixty-five (365) day year. With respect to prorations related to real property taxes and assessments, the basis for said proration shall be the amount shown for real property taxes and assessments in the most recent installment for the fiscal year in which the Close of Escrow occurs. If no installment for the fiscal year in which Close of Escrow occurs is available, BRS and City shall reasonably estimate such installment which shall be used to prorate taxes and assessments. No adjustment shall be made for any change in the real property taxes and assessments occurring by virtue of the sale of the Subject Property to BRS. The amount of such prorations shall be subject to adjustment in cash after the Close of Escrow outside of Escrow as and when complete and accurate information becomes available, if such information is not available on the Closing Date. City and BRS agree to cooperate and use their good faith efforts to make such adjustments prior to ninety (90) days after the Close of Escrow, if updated tax bills are available. This Section 13 shall survive the Closing for two (2) years.
14. Representations and Warranties.
a. Representations and Warranties of City. City hereby makes the following representations to BRS, which representations are true in all respects as of the date hereof and as of the Closing.
i. Due Authorization.
A. The execution, delivery and performance of this Agreement by City have been duly authorized by the requisite action on the part of City, and no other authorization or consent is required therefor. No approvals, authorizations or consents of any public body or any other person or entity (except for those already obtained) are necessary in connection with this Agreement or the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of City, and is enforceable in accordance with its terms against City, subject only DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally.
B. BRS also acknowledges that City requires authorization from Union Bank to release the Subject Property from the Loan Obligations. Union Bank’s failure to provide such authorization prior to the Closing, as provided by Section 6(a) shall not be deemed a breach of this representation or a pre-closing breach of this Agreement within the meaning of Section 16.
ii. No Options. City has not granted any option or right of first refusal or first opportunity to any party to acquire any interest in the Subject Property. iii. Due Diligence Materials. To City’s knowledge, the Due Diligence Materials are complete, include the various items identified on Exhibit D, and will include all contracts and agreements that concern the Subject Property, including all contracts related to the rights of third parties to use, possess, occupy, improve, or maintain the Subject Property (which representation shall survive the closing).
iv. Eminent Domain. To City’s knowledge, there are no existing, proposed, threatened or contemplated eminent domain proceedings that would affect the Subject Property in any way whatsoever.
v. Litigation. To City’s knowledge, there is no adverse claim (including mechanic’s liens), litigation or administrative proceeding or governmental investigation pending or threatened in writing, that does or will have a material, adverse effect on City or the Subject Property. vi. Violations of Law. To City’s knowledge, no notices of any material violation of governmental regulations, ordinances or laws relating to the Subject Property have been received by City or, to City’s knowledge, entered against City written the twelve (12) months prior to the Effective Date.
vii. Violation of Agreements. To City’s knowledge, neither this Agreement nor anything provided to be done hereunder, including but not limited to, the transfer, assignment and sale of the Subject Property, violates or shall violate any contract, agreement or instrument to which City is a party or that affects the Subject Property or any part thereof. viii. Hazardous Materials. City has not received from or given to any governmental authority or other party any notice or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Subject Property. As used herein, “Hazardous Materials” shall mean any “Hazardous Material,” “Hazardous Substance,” “Pollutant” or “Contaminant,” “Petroleum” and “Natural Gas Liquids” as those terms are defined or used in Section 101 of CERCLA or any substance which is defined as a hazardous material, hazardous waste, or hazardous substance in any federal, state or local law, rule or regulation, and any other substance regulated because of its affect or potential effect on public health or the environment, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material.
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ix. Bankruptcy. No attachments or execution proceedings and no assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against City or concerning all or part of the Subject Property, nor are any such proceedings contemplated by City. City has not been insolvent for the last one-hundredtwenty (120) days preceding the Effective Date. x. No Bonds. City has not posted any bonds or other collateral with any governmental authorities to secure performance of any obligations with respect to the development of the Subject Property.
xi. Anti-Money Laundering. City is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”).
xii. Prohibited Transactions. City (A) is not listed on the “Specially Designated Nationals and Blocked Persons List” maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (B) is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is not or has not engaged in any dealings or transactions with any Forbidden Entity. A “Forbidden Entity” is defined as (Y) the governments of Cuba, Iran, North Korea, Myanmar, Syria and Sudan (each, a “Prohibited Country”) and any of their agencies, including, but not limited to political units and subdivisions (each, a “Prohibited Government”); and (Z) any company that (1) is wholly or partially managed or controlled by a Prohibited Government, (2) is established, organized under, or whose principal place of business is in any Prohibited Country, or (3) has failed to submit an affidavit following request therefore averring that it does not own or control any property or asset in and has not and does not transact business with any Prohibited Country. For purposes of this Section, a “company” is any entity whether publicly traded or privately owned capable of affecting commerce, including, but not limited to, a government, government agency, natural person, legal person, sole proprietorship, partnership, firm, corporation, subsidiary, affiliate, franchisor, franchisee, joint venture, trade association, financial institution, utility, public franchise, provider of financial services, trust, or enterprise and any association thereof. b. Representations and Warranties of BRS. BRS hereby makes the representations and warranties set forth in this section for the benefit of City and its successors and assigns. BRS shall notify City in writing immediately if BRS becomes aware that any representation or warranty has become untrue or misleading in light of information obtained by BRS after the Effective Date.
i. Authority. BRS is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has been qualified to do business in the State of California, or shall be so qualified on or before the Effective Date. The execution, delivery and performance of this Agreement by BRS have been duly authorized by the requisite action on the part of BRS, and no other authorization or consent is required therefor. No DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
approvals, authorizations or consents of any public body or any other person or entity (except for those already obtained) are necessary in connection with this Agreement or the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of BRS, and is enforceable in accordance with its terms against BRS, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally.
ii. No Conflict. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of BRS do not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of BRS by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which BRS is a part or which is or purports to be binding upon BRS or which otherwise affects BRS, which will not be discharged, assumed or released at the Close of Escrow. iii. Litigation. There are no claims, actions, suits or proceeding continuing, pending or to BRS’ actual knowledge, threatened, which would materially adversely affect BRS’ ability to perform the transaction contemplated by this Agreement. iv. Bankruptcy. No attachments or execution proceedings and no assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against BRS or concerning any of BRS’ assets, nor are any of such proceedings contemplated by BRS, nor has BRS ever been a debtor under any case commenced under the United States Bankruptcy Code. BRS has not been insolvent for the last one-hundredtwenty (120) days preceding the Effective Date. v. Financial Capability. BRS is financially able to fully perform hereunder. vi. Anti-Money Laundering. BRS is in compliance with the requirements of the Order, and other similar requirements contained in the rules and regulations of OFAC, and in any enabling legislation.
vii. Prohibited Transactions. BRS (A) is not listed on the Lists; (B) is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is not or has not engaged in any dealings or transactions with any Forbidden Entity; and (D) any company that (1) is wholly or partially managed or controlled by a Prohibited Government, (2) is established, organized under, or whose principal place of business is in any Prohibited Country, or (3) has failed to submit an affidavit following request therefore averring that it does not own or control any property or asset in and has not and does not transact business with any Prohibited Country. For purposes of this Section, a “company” is any entity whether publicly traded or privately owned capable of affecting commerce, including, but not limited to, a government, government agency, natural person, legal person, sole proprietorship, partnership, firm, corporation, subsidiary, affiliate, franchisor, franchisee, joint venture, trade association, financial institution, utility, public franchise, provider of financial services, trust, or enterprise and any association thereof.
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c. Survival of Representations. The express representations and warranties made in this Agreement shall survive the Close of Escrow for a period of six (6) months and shall not merge into any instrument or conveyance delivered at the Close of Escrow.
15. Condemnation & Casualty.
a. Condemnation. If before the Close of Escrow, all or any portion of the Subject Property is subject to an actual or threatened taking by a governmental or quasi-governmental entity or public authority, by the power of eminent domain or otherwise, BRS shall have the right, exercisable by giving written notice to City within fifteen (15) days after BRS’ receipt of written notice from City of such taking to either (i) to terminate its obligation to purchase the Subject Property, in which case the Purchase Deposit (less the Nonrefundable. Consideration Payment and Appraisal Fees) shall be immediately refunded to BRS, less any amounts due to Escrow Holder from BRS pursuant to this Agreement, BRS’ obligation to purchase, and City’s obligation to sell, the Subject Property shall terminate (with any unexpended amounts pursuant to the Negotiation Fee or City Cost Security Deposit shall be returned to BRS by City outside of Escrow), and neither Party shall have any further obligation to the other except as otherwise provided in this Agreement, or (ii) to accept the applicable portion of the Subject Property in its then existing condition, in which case, all condemnation awards shall be paid or assigned to BRS. If BRS elects to proceed under clause (ii) above, City shall not compromise, settle or adjust any claims to such condemnation award without BRS’ prior written consent. BRS’ failure to deliver such notice within the time period specified shall be deemed to constitute BRS’ election to terminate its obligation to purchase the Subject Property. In the event that condemnation awards are tendered to BRS under this Section 15(a) and Rescission later occurs or the City exercises a Power of Termination, the proceeds of any condemnation awards shall be returned to City.
b. Casualty. BRS shall have no right to terminate this Agreement in the event of any casualty to the Subject Property or any improvements that may be located on the Subject Property, as BRS is acquiring the Subject Property for development purposes.
16. Default and Remedies.
a. Notice of Default; Opportunity to Cure. Any failure by Party to perform any obligation established by this Agreement (i.e., a pre- or post-closing obligation) or its failure to observe or perform any other provision, covenant or condition of this Agreement shall be a breach of this Agreement, provided that such failure continues for five (5) business days after written notice thereof; provided that if the nature of such breach is such that the same cannot reasonably be cured within a five (5) business day period, the Party alleged to be in breach shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default, but in no event exceeding a period of time in excess of ten (10) calendar days after written notice thereof. In no event shall either Party have the right to cure a pre-Closing default after the Outside Closing Date.
b. Remedies for Defaults.
i. City Pre-Closing Default. In the event of a material pre-closing default by City under this Agreement, BRS shall have either (A) the right to pursue specific performance of DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
this Agreement, provided that an action for specific performance is filed with the Superior Court for the County where the Subject Property is located within sixty (60) days after City’s alleged default, or (B) the right to terminate this Agreement and recover the Purchase Deposit, less the Nonrefundable Consideration Payment and Appraisal Fees. Any unexpended amounts pursuant to the Reimbursement Agreement shall be returned to BRS by City outside of Escrow. ii. BRS Pre-Closing Default. In the event of a material pre-closing default by BRS under this Agreement, City shall have the right to terminate this Agreement, in which case the Purchase Deposit shall be retained by City.
In the event of a post-closing default by City or BRS under any of the agreement(s) outlined in Section 6 of this Agreement, the remedies provided in such agreement(s) shall apply, rather than this Section 16.
17. No Waiver. The waiver by one Party of the performance of any covenant, condition or promise shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise hereunder. The waiver by either or both Parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or identical act required to be performed at a later time. The exercise of any remedy provided by law and the provisions of this Agreement for any remedy shall not exclude other consistent remedies unless they are expressly excluded.
18. 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 Agreement, 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.
19. 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. This Section 19(a) shall not impact City’s ability to exercise the remedies provided in Section 16(b)(ii) in the event of a breach of this Agreement by BRS prior to the Close of Escrow.
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b. No elected official, officer, agent, consultant 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.
20. 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, including without limitation the ERN, as amended, and contain the entire agreement between the Parties on the subject matter hereof. 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 those documents specifically identified herein.
21. Amendments. 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. The parties may also deliver executed copies of this Agreement to each other by facsimile or electronic mail, which facsimile or electronic mail signatures shall be binding. Any facsimile or electronic mail delivery of signatures shall be followed by the delivery of executed originals.
22. Counterparts. This Agreement may be executed in any number of counterparts and by facsimile. Each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute but one agreement.
23. Survival. Subject to any specific limitations described in this Agreement, All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the Close of Escrow, the recording of the Grant Deed conveying the Subject Property to BRS and all deliveries contemplated herein.
24. 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 Escrow Agent, Title Company and/or the Office of the County Recorder for the County of Solano is/are closed for business.
25. 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 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
PARTY’S CHOICE IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND AMENDMENT OF THIS AGREEMENT. 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.
26. 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 a member of BRS, an affiliate of BRS, or to a legal entity under common control with 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. 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.
27. 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.
28. Legal Fees. If either BRS or City brings any action, arbitration or suit against the other for any matter relating to or arising out of this Agreement, then the prevailing party in such action or dispute, whether by final judgment or settlement 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 or order 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.
29. Tax Deferred Exchange. The Parties agree to cooperate with each other in effecting a tax-deferred exchange or exchanges under Internal Revenue Code Section 1031; provided, however, that (a) consummation of this Agreement is not predicated or conditioned on an exchange, (b) the Close of Escrow shall not be delayed due to any exchange, (c) any rights of the non-exchanging Party pursuant to this Agreement shall not be impaired due to any exchange requested by the other Party, (d) the non-exchanging Party shall incur no additional costs, expenses or liabilities as a result of or in connection with any exchange requested by the other Party except those incurred in connection with the non-exchanging Party’s review of customary exchange documentation, and (e) the non-exchanging Party shall not be required to take title to any other property in connection with any exchange requested by the other Party. Subject to the foregoing, the Parties agree to execute customary escrow instructions, documents, agreements, or instruments to effect an exchange. Each Party agrees to indemnify, defend and hold the other Party free and harmless from and against any liability, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) that may arise from the indemnifying Party’s exchange.
30. Broker. BRS and City each represent and warrant that no broker, salesman or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or, to its knowledge, is in any way connected with any of such transactions. In the event of any other claim for broker’s, consultant’s or finder’s fees or commissions in connection with the negotiation, DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
execution or consummation of this Agreement, then BRS shall indemnify, save harmless and defend City from and against such claim if it shall be based upon any statement, representation or agreement made by BRS; and City shall indemnify, save harmless and defend BRS from and against such claim if it shall be based upon any statement, representation or agreement made by City.
31. 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 31. 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 disclosed. 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. In the event of a request to City for disclosure of any Confidential Information, City shall immediately advise 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. 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.
b. BRS acknowledges that in connection with City Council’s consideration of this Agreement, City will need to present a summary of anticipated project revenues, and returns on cost and investment. City and BRS shall cooperate in the preparation of any such summary. 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-ofpocket costs of defending such litigation and shall indemnify City against all costs and attorneys’ fees awarded to the plaintiff in any such litigation as well as City staff or City Attorneys’ office costs. 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 31 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; (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 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
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.
The obligations established by this Section 31 shall survive the Close of Escrow.
32. Notices. Any notice, request, demand, or other communication given with reference to this Agreement shall be in writing, shall reference this “Purchase and Sale Agreement and Joint Escrow Instructions” and shall be delivered personally, by overnight courier or by First Class 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
City of Vallejo
Attn: Economic Development Manager
555 Santa Clara Street
Vallejo, CA 94590
TO BRS:
Blue Rock Springs, LLC
c/o Lewis Management Corp.
1156 North Mountain Avenue
P.O. Box 670
Upland, CA 91786
Blue Rock Springs, LLC
c/o Lewis Management Corp.
9216 Kiefer Blvd.
Sacramento, CA 95826
COPY TO:
City of Vallejo
Attn: City Attorney
555 Santa Clara Street
Vallejo, CA 94590
COPY TO:
Corie A. Edwards
Reuben, Junius & Rose, LLP
One Bush Street, Suite 600
San Francisco, CA 94104
A copy of any Notice given by BRS or City to the other prior to the Close of Escrow shall also be given to Escrow Holder as above provided. 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 communication or facsimile, 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 provided 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.
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The following are the Exhibits to this Agreement:
Exhibit Title
A Legal Description – City Property
B Syar Agreement
C-1 through C-3 Legal Descriptions – Subject Property
D Due Diligence Materials
E Form of Grant Deed
F Form of General Assignment
[SIGNATURES FOLLOW]
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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: Michael Malone
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 Abrahamson
Its: City Clerk
APPROVED AS TO CONTENT:
_____________________________________
By: Gillian Hayes
Its: Assistant City Manager
APPROVED AS TO FORM:
_____________________________________
By: Veronica A. F. Nebb
Its: City Attorney
APPROVED AS TO INSURANCE:
_____________________________________
By: Armond Sarkis
Its: Risk Manager
[EXHIBITS TO BE ATTACHED]
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Randy J. Risner For
Terrance
Davis acting
City Manager
Exhibit A
Legal Description – City Property
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
Exhibit B Purchase and Sale Agreement and Joint Escrow Instructions Exhibit B
Syar Agreement
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1 SETTLEMENT AND RELEASE AGREEMENT
This Settlement and Release Agreement ("Agreement") is entered into effective August 1, 2022 (“Effective Date”), by and among SYAR INDUSTRIES, INC. ("Syar"), the CITY OF VALLEJO ("City"), and BLUE ROCK SPRINGS, LLC (“Developer”). Syar, the City, and Developer are each individually referred to as "Party" and collectively referred to as "Parties."
RECITALS
WHEREAS, Syar is the record owner of that certain real property located immediately east of the City, in the unincorporated area of Solano County which property consists of APN 0181-190-060 and portions of 181-210-030 and 181-220-040 (“Syar Property”). Syar owns and operates the Lake Herman Quarry (hereafter the “Quarry”), which includes an active quarry pit, an asphalt plant, a rock processing plant, a concrete batch plant, and other related operations authorized under a Land Use Permit from the County of Solano and located on the Syar Property (collectively the “Quarry Operations”); and
WHEREAS, City is the record owner of that certain real property consisting of approximately 225 acres of land located adjacent to the Syar Property consisting of APNs 0081-040-100; and 0081-040-110; and 0081-040-880; and 0081-191-010; and 0181-190-010; and 0181-190-070; and 0182-040-080, which is more particularly described in Exhibit A, attached hereto and incorporated herein by reference (the “City Property”); and WHEREAS, City owns and operates on the City Property the Blue Rock Springs Golf Course, which consists of two 18-hole courses, and associated structures (“Blue Rock GC”); and WHEREAS, a portion of Blue Rock GC is located upon land that was the donated to the City by Syar pursuant to a Donation Agreement as referenced below; and WHEREAS, a portion of Columbus Parkway and a portion of Lake Herman Road, within the City limits of the City of Vallejo, are designated as truck routes pursuant to City Resolution No. 10-294 N.C.; and
WHEREAS, on November 6, 1990, City and Syar entered into that certain Agreement Pertaining to Site Preparation for Expansion of the Blue Rock Springs Golf Course and Improvements to Columbus Parkway and Lake Herman Road, which was amended on May 20, 1991 (“Site Preparation Agreement”); and
WHEREAS, on November 6, 1990, City and Syar entered into that certain Agreement Pertaining to the Donation of Land for the Expansion of the Blue Rock Springs Golf Course (“Donation Agreement”); and
WHEREAS, on December 4, 2014, the County of Solano (“County”) granted to Syar Land Use Permit No. U-08-09 and Reclamation Plan No. RP-08-01 (“Quarry Permit”). Said Quarry Permit was subject to a Mitigation Monitoring Plan and conditions of approval (“Conditions”) outlined in the Quarry Permit. The Quarry Permit is valid until December 4, DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
2 2049, and Syar is permitted to apply to the County for an extension of the term of the Quarry Permit at least 6 months prior to its expiration. Syar is required to submit compliance reporting information to the County by October 1 of each year; and WHEREAS, on August 8, 2017, City issued a Request for Qualifications (“RFQ”) for the “Revitalization of Two 18-Hole Golf Courses and 225 Acres at Blue Rock Springs Municipal Golf Course through a Public-Private Partnership, Management, Lease or Other Agreement.” The RFQ identified three goals for any revitalization project: (1) fund the design, renovation, and restoration of Blue Rock in a manner that allows for it to operate as an affordable public course but independent of subsidies from City; (2) fund the development of a new or renovated multiuse clubhouse and associated facilities serving both the golf course and the local community; and (3) preserve or improve the existing aesthetics, quality, property values, environment and views of the surrounding neighborhoods; and
WHEREAS, on November 18, 2018, Developer’s predecessor-in-interest, the Greg Norman Golf Course Design Company, LLC, submitted a proposal in response to the RFQ, to City to develop on the City Property one 8-hole Greg Norman Signature golf course and associated improvements and a new subdivision consisting of 615 residential units ("Project"); and
WHEREAS, Syar contends that the Project has substantial potential to create significant environmental impacts, including land use compatibility problems because the Project proposes placing residential housing within one half mile of the Quarry and the activities permitted by the Quarry Permit; and
WHEREAS, on February 19, 2020, Syar submitted to the City the “City of Vallejo Parks, Recreation, and Open Space Protection Initiative”. Presently, such initiative is scheduled to be considered by the voters on the November 3, 2022 ballot (“Initiative”); and WHEREAS, on June 2, 2020, Syar sent a letter to the City (pursuant to Gov. Code, §§ 910, 910.2 & 910.4) alleging that by “carrying out this Project in its current form, the City will violate the terms of the Site Preparation and Donation Agreements” (“Claim”); and WHEREAS, City disputes both the legality/validity of the Initiative and the allegations of the Claim; and
WHEREAS, On December 23, 2020, Syar and City entered into a Tolling Agreement to toll any applicable statute of limitations arising out of the Site Preparation Agreement or the Donation Agreement, which will expire at 11:59 p.m. on May 31, 2022; and WHEREAS, Developer has prepared a revised proposal to relocate the residential subdivision component of the Project to the west side of Columbus Parkway and to designate an area of the Project Site between the Quarry and the subdivision to serve as a buffer, provided Syar withdraws its opposition to the Project and withdraws the Initiative; and DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
3 WHEREAS, neither the City nor the Developer has submitted any application for any project related to the Golf Course for approval or consideration by the City, and City has not commenced environmental review for any proposal to redevelop the City Property; and WHEREAS, City is willing to enter into an agreement confirming that the Site Preparation Agreement and Donation Agreements remain in effect. City is further willing to: (1) permit the submission of an application by Developer which includes a designation of an area of the City Property between the Quarry and Columbus Parkway as a buffer zone between new development, and the Quarry; and (2) agree to the recordation of a Collaborative Use Easement providing notice of the Quarry and its operations to all land uses within the easement area provided that Syar withdraws the Initiative and releases the Claim and all other legal claims against the City and provided that the Project, as revised, is ultimately approved.
NOW, THEREFORE, in consideration of, and in return for, the promises and covenants undertaken in this Agreement by the Parties, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
TERMS
1. All of the foregoing recitals are hereby incorporated by this reference.
2. The City acknowledges the existence of the Site Preparation and Donation Agreements and that such agreements remain in full force and effect as of the Effective Date of this Agreement.
3. Developer agrees that Developer will submit development applications (“Development Applications”) for a revised project (“Revised Project”). The Revised Project shall comply with and be supported by a land plan which shall illustrate the placement, location, and design of structures and associated outdoor facilities for which the Developer will submit applications for development proposed to be constructed upon the City Property. Such applications of Developer shall be in substantial conformance with the Land Plan and the Buffer Zone attached hereto as Exhibits B (“Land Plan”), Exhibit C (“Buffer Zone”), and Exhibit D (Buffer Zone Legal Description) incorporated herein by reference. The terms of this Agreement that apply to or contemplate the aforesaid Development Applications shall also apply to and contemplate any applications submitted by Developer subsequent to any approval of the Revised Project seeking, for instance, a modification of the Revised Project.
3.1. The Parties understand and agree that City retains both its authority as the owner of the City Property and its land use authority as a municipality and charter city and may approve or deny a Purchase and Sale/ Disposition Agreement relating to any portion of the City Property and may likewise, approve, approve with conditions, or deny the Revised Project.
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4 3.2. If the Revised Project is approved, and the City Property or a portion thereof is transferred to the Developer, all development on the City Property constructed by the Developer, or any successor thereto, shall be consistent with the Land Plan & Buffer Zone, both of which shall apply to the City Property for the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future, unless earlier terminated by the Parties, in writing.
3.3. In the event that the Developer abandons the Revised Project before it is built, withdraws its Development Applications, or otherwise abandons the Revised Project before the City has decided whether to approve or deny the Revised Project, or in the event that the City approves the Revised Project but does not transfer the City Property to the Developer, the Buffer Zone shall apply to any future development of that portion of the City Property depicted in Exhibit C and described in Exhibit D, attached hereto and incorporated herein by reference (“Buffer Zone”) for the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future.
3.4. In the event that the Developer abandons the Revised Project before construction thereof, but after approval of the Revised Project, and before transfer of the City Property to the Developer, or in the event that the City approves the Revised Project but does not transfer the City Property to the Developer, the Land Plan shall apply to any future development of the City Property either (1) for a term of 10 years from date of such abandonment, withdrawal, or any City decision not to transfer the City Property to the Developer; (2) for the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future; or (3) until cessation of use of the Quarry Property pursuant to the approved Quarry Permit (or any extension thereof) for a period of 365 Days, whichever is less. Said 10-year period may be extended upon the mutual written agreement of City and Syar. Notwithstanding the forgoing terms applicable to the Land Plan in Exhibit B, the Buffer Zone provisions referenced in Section
3.3, described in Section 3.5 and depicted in Exhibit C and Exhibit D shall apply continuously for the term of the Quarry Permit and any extension thereto.
3.5. The Buffer Zone as depicted in Exhibit C and described in Exhibit D affects future residential and commercial development within one-half mile of the Quarry Area throughout the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future. Specifically, (a) the maximum development footprint for residential uses within the one-half mile radius of the Quarry Area is depicted as the orange area shown on the Buffer Zone map (Exhibit C). (b) the maximum development footprint for commercial uses within the one-half mile radius of the Quarry Area is depicted as the red area shown on the Buffer Zone map (Exhibit C); (c) No residential uses shall be allowed east of Columbus Parkway but are not excluded from the orange area west of Columbus Parkway; and (d) Any future clubhouse east of Columbus Parkway shall be within 300 feet of the Parkway and no further north DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
5 than the existing clubhouse. The Buffer Zone shall not in any way preclude outdoor golf uses.
4. Syar, City and Developer shall negotiate and enter into a collaborative use easement, which shall, conditioned upon and concurrent with the transfer of any portion of the City Property to Developer or any other party, be recorded in the Official Records for Solano County, and which shall be appurtenant to the Syar Property and encumber the portion of the City Property described in Exhibit E, attached hereto and incorporated herein by reference (“Easement Area”). The easement shall substantially comply with the form of easement appended to this Agreement as Exhibit F, attached hereto and incorporated herein by reference (“Easement”). The Easement shall include the following material terms:
4.1.1. The Easement shall provide that for so long as the Quarry and/or Quarry Operations are permitted and actually operated on the Syar Property, noise, dust, odor, vapors, vibration, illumination, and all other effects arising from operation under the Quarry Permit and as identified in the Environmental Impact Report supporting the Quarry Permit (or some combination thereof) shall be permitted to pass over the Easement Area, provided that such activities are in compliance with the Quarry Permit and all applicable laws and environmental restrictions.
4.1.2. The Easement shall terminate at such time as the legally permitted Quarry operations cease and/or the Quarry Permit expires, whichever occurs first, which easement termination/expiration shall be documented by a Quitclaim Deed executed by the Parties, acknowledged, and recorded in the Official Records.
4.1.3. The Easement described herein shall be appurtenant to, and shall pass with title to the Syar Property, and shall burden, and shall pass with title to, the portion of the City Property containing the Easement Area.
Each and all of the covenants, conditions and restrictions contained in the Easement: (i) shall run with the land; (ii) shall be binding upon, and shall inure to the benefit of the Parties, each owner and any person having or acquiring any interest in any portion of the City Property, containing the Easement Area or the Syar Property, and all of their respective heirs, successors, and assigns; and (iii) shall be binding upon the City Property or portion thereof, containing the Easement Area and the Syar Property.
4.1.4. Nothing in the Easement shall be construed to change or modify the existing location of the boundary between the City Property and the Syar Property. Any change to such boundary, or lot line adjustment shall be accomplished only in compliance with the Subdivision Map Act or other applicable statutory scheme.
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6 4.1.5. An agreed form of disclosure to future residential owners, if any, of any portion of the City Property shall be appended as an exhibit to the Easement (“Disclosure”), together with a copy of the staff report and Quarry Permit, which Disclosure shall be provided to prospective purchasers or tenants of any residential property located within the Easement Area.
4.1.6. In the event the Revised Project is approved for any combination of residential and commercial development, conditions of approval for the Project shall (i) identify the Easement and Disclosure as documents that shall be disclosed by Developer to prospective purchasers and tenants of the residential properties and purchasers and lessees of commercial properties in the Easement Area, and subsequent purchasers, tenants, or lessees of all of the foregoing, and (ii) require the recordation of the Easement prior to execution of a commercial lease or recordation of a subdivision map by Developer.
4.1.7. Nothing in the Easement shall limit the exercise of City’s police powers concerning health and safety issues.
5. The City agrees that, consistent with the Site Preparation Agreement, in the event the Revised Project is approved by the City and actually constructed by Developer, City will undertake or cause to be undertaken the noticing and operational provisions relating to the Golf Course portions of the Revised Project as set forth in Exhibit H, attached hereto and incorporated herein by reference.
6. This Agreement shall not compel City to approve the Revised Project, or any other real estate development project based on the Development Applications and shall not compel Developer to pursue a Development Application, acquire any portion of the City Property, or perform any real estate development or construction activities based on the Development Applications and/or Land Plan. Rather, this Agreement provides only that if a Development Application is submitted by Developer for residential development on any portion of the City Property, such development shall be consistent with the Land Plan and the Buffer Zone. Notwithstanding anything else in this Agreement, if the City approves development inconsistent with the Land Plan and the terms of this Agreement, Syar shall not be bound by the terms of this Agreement; the terms of Sections 17 and 18 shall not apply and shall be deemed void ab initio; all applicable statutes of limitation shall be tolled during the time during which the entire Agreement was in full force and effect; and Syar may submit and pursue a new initiative, which new initiative may the same or substantially similar to the Initiative.
7. The Parties acknowledge that this Agreement is not a project within the meaning of Public Resources Code Section 21065 because it is not an activity that has the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. Rather, this DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
7 Agreement is intended to define the terms under which a project within the City Property may be applied for by Developer, and to outline some of the components of any proposed project Developer and Syar agree shall be included in the detailed project description prepared for the Revised Project and the Development Applications that may be submitted to City for consideration of approval of the Revised Project.
8. In response to any Development Applications submitted to City, City shall prepare a comprehensive environmental review document for the Revised Project that complies with CEQA.
9. To comply with CEQA and give the public the opportunity to be aware of the environmental consequences of the Revised Project, and to fully participate in the CEQA process, the Parties acknowledge that City has no obligation to consider the Revised Project unless and until the CEQA environmental review process and any other public review and hearing processes have been completed, subject to all applicable laws, rules, regulations and governmental approvals. Consistent with the provisions of this Agreement, including the Land Use and the Buffer Zone, City shall retain discretion in accordance with applicable law before action on the Revised Project is taken by the City to (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of the Revised Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, or (iv) determine not to proceed with the Revised Project.
10. For the avoidance of doubt, this Agreement shall not obligate or commit City to undertake (i) an acquisition of land, (ii) a disposition of land, or (iii) any other act or activity requiring the subsequent independent exercise of discretion by City. No agreement drafts, actions, deliverables, or communications arising from the performance of this Agreement shall impose any legally binding obligation on City to sell any portion of the City Property or be used as evidence of any oral or implied agreement by either City to enter into any other legally binding agreement with Developer or otherwise.
11. This Agreement does not limit in any way the discretion of City in acting on any applications for required permits or approvals for the Revised Project or any portion thereof, that may be applicable to the City Property, including the anticipated scope of the public improvements that may be associated with the Revised Project, provided however, that any such action by the City is consistent with the terms of this Agreement and its Land Use and Buffer Zone. The Parties acknowledge that compliance with CEQA will be required in connection with consideration of such permits and approvals required for the Revised Project or any portion thereof, including but not limited to development of any portion of the City Property, and that City shall retain the discretion in accordance with CEQA and other applicable law before taking action on any such permits or approvals to (i) adopt or certify an DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
8 environmental analysis of the Revised Project or any portion thereof, prepared in accordance with CEQA, (ii) identify and impose mitigation measures to mitigate significant environmental impacts, including the anticipated scope of required public improvements on the Revised Project, (iii) select other feasible alternatives to avoid significant environmental impacts, including the “no project” alternative, (iv) adopt a statement of overriding considerations in accordance with Public Resources Code Section 21081(b) relative to any significant environmental impacts of the Revised Project or any portion thereof, prior to taking final action if such significant impacts cannot otherwise be avoided, or (v) determine not to proceed with Revised Project or any portion thereof. Any action taken by City in the exercise of its discretion relating to any analysis required by CEQA or on any application for a permit or approval required to develop and construct the Revised Project or any portion thereof, shall not constitute a default or a breach of the terms of this Agreement by City, provided that such action is consistent with the terms of this Agreement and its Land Use and Buffer Zone.
12. Within 5 calendar days of the Effective Date, Syar shall withdraw the City of Vallejo Parks, Recreation, and Open Space Protection Initiative and the Claim, and all other legal claims, if any, and Syar shall not put forward, sponsor, or financially support a similar initiative in the future.
13. In the event the Revised Project is approved, and from and after such time as the first certificate of occupancy is issued for any component of the Revised Project, Syar shall limit blasting events to weekdays unless it reasonably determines within the limits of the Quarry Permit that emergency conditions require aggregate production with blasting on a twenty-four (24) hours per day, seven (7) days per week schedule (e.g., the collapse of State Highway 680 or other emergencies as defined by the County of Solano, the State of California, or other agency with jurisdiction). For the avoidance of doubt, general market conditions and demand for the production of construction aggregates and /or associated products shall not constitute emergency conditions.
14. Syar shall donate to Developer, in kind, a total of One Million Dollars ($1,000,000) worth of aggregate base rock material over four years to be used in connection with implementation of the Revised Project. The value of said donation shall not exceed Two Hundred and Fifty Thousand Dollars ($250,000) in any calendar year beginning in 2022. The materials donated will be ¾” Class 2 Virgin Base Rock, 3” Minus (Black) and Pipe Bedding. The value of the materials shall be determined by the list price of SYAR in effect at the time of the delivery of materials.
15. Syar shall affirmatively support the Revised Project and not oppose residential development on the City Property, including without limitation the filing of, sponsorship of, or participation in a lawsuit filed under CEQA, provided that such development is consistent with the requirements of this Agreement, including the Land Plan and Buffer Zone. The terms of this Section do not apply to any project alternatives or other development proposals submitted during administrative DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
9 proceedings for the Revised Project that are inconsistent with the Land Plan or Buffer Zone, and Syar may oppose such alternatives or other development proposals without limitation.
16. City and Developer shall not oppose, delay, or otherwise object to any application that may be made by Syar to the County regarding a future expansion of the Quarry, provided however, that such expansion does not extend westerly of a north-south longitudinal line intersecting the westernmost point on the boundary of the Expanded Quarry Area from the 2014 Use Permit as shown in Exhibit G, attached hereto and incorporated herein by reference.
17. Except as to such rights or obligations as provided herein and as otherwise provided in this Agreement, the Parties and each of their representatives, agents, principals, partners, affiliates, joint venturers, attorneys, administrators, executors, successors and assigns hereby unconditionally release, acquit and forever discharge the other Parties, and each of their representatives, agents, principals, partners, affiliates, joint venturers, attorneys, administrators, executors, successors and assigns from any and all claims, including the Claim, and any and all demands, injuries, actions, causes of action, either at law or in equity, or of any kind, nature, or description, known or unknown, which any of them has had or now has against any other Party upon or relating, directly or indirectly, to the facts and legal issues regarding the matters contained herein.
18. The Parties hereto specifically and knowingly waive all rights any of them have or may have pursuant to California Civil Code section 1542, which states as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
The Parties represent and warrant that they have been advised by their respective attorneys of the meaning of Section 1542 of the California Civil Code, and the implications of waiving the protections thereof.
19. Any disputes between the Parties concerning any alleged breach of this Agreement shall be subject to the dispute resolution procedures set forth below. The Parties covenant and agree that, if any Party believes another Party is in violation of one or more terms of this Agreement, the Party shall provide written notice to all other Parties specifying the actions or inactions it deems to be in violation of this Agreement. Within thirty (30) days of receipt of such notice, the Party or Parties subject to the notice shall respond to the notice in writing. If the Parties still dispute compliance with this Agreement after completing the notice process, the Parties shall meet and confer in a good faith attempt to resolve their dispute within 30 days.
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10 20. If the Parties cannot informally resolve the dispute pursuant to the procedures set forth immediately above, any Party may seek relief in Solano County Superior Court.
In the event any Party files a complaint to enforce its rights under this Agreement, the relief the reviewing court is empowered to award is limited to injunctive relief requiring the Parties to take the relevant action(s) specified in this Agreement, and each party shall bear its own attorney’s fees and costs incurred in such a proceeding.
21. This Agreement shall be interpreted under the laws of the State of California. The Parties hereto agree that money damages may be an inadequate remedy for any breach (or threatened breach) of this Agreement and agree that the same may be enforced by a preliminary or permanent, mandatory, or prohibitory injunction, by a decree of specific performance, or other such order or decree of a court of competent jurisdiction. Each Party to this Agreement waives and releases any claim or defense that any term hereof is not enforceable and acknowledges that it is estopped to challenge the enforceability of any of its provisions.
22. Each of the persons signing this Agreement on behalf of an entity represents and warrants that he or she has actual authority and capacity to execute this Settlement and Release Agreement on behalf of the entity and to bind it to all the terms hereof.
23. This Agreement is entered into and is to be performed in Solano County, California and shall be governed and construed in accordance with the laws of the State of California and is binding upon the Parties.
24. The Parties and their respective counsel have carefully and fully read and reviewed this Agreement. The Parties hereby represent that the contents of this Agreement are understood and agree that this Agreement is binding on each Party or its respective members, representatives, predecessors, successors, and assigns and as described herein. This Agreement is entered into voluntarily, free of undue influence, coercion, duress, menace, or fraud of any kind. No Party, nor any member, officer, agent, employee, representative, or attorney of or for any Party, has made any statement or representation to another Party regarding any fact relied upon in entering this Agreement, and no Party to this Agreement is relying upon any statement, representation, or promise another Party, nor of any member, officer, agent, employee, representative, or attorney of or for another Party, in executing this Agreement or in making the settlement provided herein, except as expressly stated in this Agreement.
25. The provisions of this Agreement comprise all the terms, conditions, agreements, and representations of the Parties respecting the matters herein described. This Agreement may not be altered or amended, and no provision hereof may be waived, except by written agreement executed by the Parties, or their representative if notice of counsel is given, to be bound. The Parties hereby agree that the terms of this Agreement have not been changed, modified, or expanded by any oral agreements or representations entered into or made prior to or at the execution of this Agreement.
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11 26. This Agreement may be executed in multiple counterparts, each of which shall evidence one and the same document.
27. This Agreement may be modified only by express written consent of all Parties to this Agreement.
28. This Agreement, and each of its provisions, including all representations, warranties, and promises contained herein, binds, and inures to the benefit of the Parties, and each of their respective representatives, officers, directors, partners, heirs, executors, assigns, present and future affiliates, subsidiaries, predecessors and successors in interest whether by merger, consolidation, or otherwise, as well as their respective representatives, agents, and administrators, past, present, and future.
29. This Agreement and its terms shall inure to the benefit of and be binding upon each of the Parties hereto and each and all of their respective representatives, successors, assignees, buyers, grantees, vendees, or transferees with respect to the Project or any portion of the Project, and shall survive the transfer of the property upon which any components of the Project are located to any entity that acquires title to such property whether by sale, lease or other transfer, or contribution to partnership, joint venture or any other entity.
30. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision. If, in any action before any court or other tribunal of competent jurisdiction, any term, restriction, covenant, or promise is held to be unenforceable for any reason, then such term, restriction, covenant, or promise shall be deemed modified to the extent necessary to make it enforceable by such court or other tribunal. Any such modification or amendment in any event shall apply only with respect to the operation of this Agreement in the particular jurisdiction in which such adjudication is made. If the Agreement cannot be modified to make it enforceable by such court or other tribunal then, notwithstanding anything else in this Agreement, the Party denied the benefit of such term, restriction, covenant, or promise may enforce any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands contemplated in Sections 17 and 18 of this Agreement, including the Claim, and all applicable statutes of limitation shall be tolled during the time during which the entire Agreement, consistent with the above, was in full force and effect. Under the aforesaid circumstances and to the extent Syar is denied the aforementioned benefits, Syar may pursue a new Initiative which new initiative may the same or substantially similar to the Initiative.
31. Except as otherwise expressly stated herein, all notices, requests, demands and other communications (collectively, “Notice”) which the Parties are required or desire to serve upon or deliver to the other party shall be in writing and shall be given by nationally recognized overnight courier, by certified United States mail, return receipt DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
12 requested, postage prepaid, addressed as set forth below, or by electronic mail addressed as set forth below:
SYAR: Paul Aherne
Counsel for Syar Industries, Inc.
PO Box 2540
Napa, CA 94558
[email protected]
CITY: City Manager
555 Santa Clara Street
Vallejo, CA 94590
Veronica A. F. Nebb
City Attorney
555 Santa Clara Street
Vallejo, CA 94590
[email protected]
DEVELOPER:
Blue Rock, LLC
c/o Jeb Elmore
Vice President - Acquisitions
Lewis Management Corp.
9216 Kiefer Blvd.
Sacramento, CA 95826
[email protected]
The foregoing addresses may be changed by Notice given in accordance with this paragraph. Any Notice sent by certified mail shall be deemed received on the date shown in the proof of delivery. Any Notice sent by electronic mail shall be deemed received upon electronic transmission thereof provided that the sender does not receive electronic notice of non-delivery.
Any Notice sent by overnight courier service shall be deemed received on the day of actual delivery as shown by the confirmation of delivery by the messenger or courier service. If the date of receipt of any Notice to be given hereunder falls on a weekend or legal holiday, then such date of receipt shall automatically be deemed extended to the next business day immediately following such weekend or holiday for purposes of calculating time periods commencing upon the date of service.
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13 By: _________________________________
Dated: ____________, 2022
BLUE ROCK SPRINGS, LLC
By: _________________________________
Douglas Mull
Its: Authorized Signatory
Dated: ____________, 2022 CITY OF VALLEJO,
A Municipal Corporation
By: _________________________________
Michael Malone
City Manager
Approved as to form:
By: _________________________________
Veronica A. F. Nebb
City Attorney
(City Seal)
ATTEST:
By: ________________________
Dawn Abrahamson
City Clerk
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date written above.
SYAR INDUSTRIES, INC.
James M. Syar
Chief Executive Officer
Dated: ____________, 2022
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7/29/2022
8/1/2022
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EXHIBIT A
[Insert legal description of City Property, consisting of APNs 0081-040-100; 0081-040-110; 0081-040-880; 0081-191-010; 0181-190-010; 0181-190-070; and 0182-040-080 in a format acceptable for recording.]
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EXHIBIT B
Land Plan
1. The Land Plan shall include a buffer zone, as depicted in Exhibit C to maintain separation between the Quarry and all other future development. The Buffer Zone as depicted in Exhibit C and described in Exhibit D affects future residential and commercial development within one-half mile of the Quarry Area throughout the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future. Specifically, (a) the maximum development footprint for residential uses within the one-half mile radius of the Quarry Area is depicted as the orange area shown on the Buffer Zone map (Exhibit C). (b) the maximum development footprint for commercial uses within the one-half mile radius of the Quarry Area is depicted as the red area shown on the Buffer Zone map (Exhibit C); (c) No residential uses shall be allowed east of Columbus Parkway but are not excluded from the orange area west of Columbus Parkway; and (d) Any future clubhouse east of Columbus Parkway shall be within 300 feet of the Parkway and no further north than the existing clubhouse. The Buffer Zone shall not in any way preclude outdoor golf uses.
2. There shall be no residential development on the east side of Columbus Parkway; residential development may be accommodated within the Buffer Zone. west of Columbus Parkway.
3. Any clubhouse that is to be part of the Revised Project that is proposed to be sited on the east side of Columbus Parkway shall be sited no more than three hundred feet (300’) east of Columbus Parkway, and no further north than the existing clubhouse building. The clubhouse design shall avoid use of large east or northeast-facing unprotected picture windows. The Proposed Project shall include that all windows shall be constructed using safety glass and comply with recommendations of a qualified engineer.
4. The Revised Project shall be designed such that outdoor activities and gatherings involving more intensive use by people be shielded from direct exposure to the Quarry and Quarry Operations by the clubhouse building and/or reinforced masonry walls.
5. The Land Plan shall include an eight foot (8’) tall (as measured from highest adjoining grade), reinforced masonry wall or building walls with no openings, to be placed along the eastern boundary of any commercial site located east of Columbus Parkway.
Unprotected windows shall not face the East or Northeast (i.e., in line with potential rock fall).
6. The design of the structures of the commercial development shall be either masonry construction or an approved alternative which is found by a qualified engineer to reduce interior noise levels to mitigate for quarry noise, and be resistant to potential damage from rockfall and vibration associated with ongoing Quarry Operations.
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7. All commercial use customer and employee parking shall be located westerly of the commercial buildings.
8. Developer shall include as part of the Development Application for the Revised Project conditions that require that all outdoor activity related to commercial development in the red area depicted on Exhibit C, including that on any portion of the City Property transferred to developer, such as outdoor seating, and outdoor activities associated with any clubhouse special event, subject to final center design and the placement of these sensitive uses, may be subject to cancellation based upon blasting schedules provided by the Quarry Operator, consistent with Exhibit H. The Quarry Operator is to provide a minimum of 48-hour notice to Developer of blasting events.
9. The Developer’s final application for the commercial center design shall be subject to review by the Quarry operator’s environmental planners to confirm consistency with these measures.
10. Developer’s final application shall include proposed conditions that the Developer must:
(1) ensure that commercial leases and sales include a deed restriction providing notice of Quarry Operations; and (2) a requirement that commercial uses other than the golf course, should temporarily suspend all outdoor activities during scheduled blasting events.
11. The Land Plan shall be consistent with the Buffer Zone in Exhibit C. Accommodation of either fewer residential or commercial acres than depicted by the “Maximum Development” footprint shown in Exhibit C shall be considered consistent for purposes of the Land Plan, provided that separation of such uses from the Quarry meet the specifications in Exhibit C.
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EXHIBIT C
Buffer Zone (open space and urban footprints)
Reflects Maximum Development Footprint for Residential and Commercial Uses.
No Residential Uses within (Green) Buffer Zone Boundary East of Columbus Parkway.
Any Future Clubhouse East of Columbus Parkway to be within 300 Feet of the Parkway and No Further North than the Existing Clubhouse.
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EXHIBIT D
[Insert legal description/depiction of City Property affected by Buffer Zone.] City Property Affected By Buffer Zone
That certain real property consisting of approximately 255 acres of land located adjacent to the Syar Property consisting of APNs 0081-040-110, 0181-190-010, 0181-190-070, and 0182-040-080 and a portion of 0081-040-880 and a portion of 0081-191-010.
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EXHIBIT E
[Insert legal description of Easement Area.]
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EXHIBIT F
(See attached)
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CITY OF VALLEJO
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Manager
_____________________________________________________________________________ (Space above line for Recorder’s use only) APNs: 0081-040-100 0081-040-110 0081-191-010 0182-040-080 0181-190-010 0181-190-070 0081-040-880
Property Address: None
COLLABORATIVE USE EASEMENT
The undersigned declares that the document to which this page is affixed and made a part of is exempt from the fee imposed by the Affordable Housing & Job Act (SB2) (GC 27388.1) and Restrictive Covenant Modification (GC 27388.2)
( ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of Documentary Transfer Tax per GC 27388.1 (a) (2) & Gov’t Code 27388.2(b). ( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner-occupier per GC 27388.1(a)(2) & Gov’t Code 27388.2(b). ( ) Maximum fee of $225 has been reached per GC 27388.1(a)(1). ( ) Not related to real property GC 27388.1(a)(1).
( ) Transfer of real property subject to the imposition of Documentary Transfer Tax - GC 27388.1(a)(2) and 27388.2(b).
( ) Transfer of real property that is a residential dwelling to an owner-occupier - GC 27388.1(a)(2) and 27388.2(b).
( ) Document is executed or recorded by the state or any county, municipality, or other political subdivision of the state – Gov’t Code 27388.1(a)(2) & Gov't Code 27388.2(b).
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING
HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies) and Restrictive Covenant Modification Fee ($2.00 Additional recording fee applies) DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CITY OF VALLEJO
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Manager
_____________________________________________________________________________ (Space above line for Recorder’s use only) APNs: 0081-040-100 0081-040-110 0081-191-010 0182-040-080 0181-190-010 0181-190-070 0081-040-880
Property Address: None
The undersigned grantor(s) declare(s):
Documentary Transfer Tax is: $0.00 [Cal. Rev. & Tax. Code § 11911 [easement + consideration less than $100] ( ) computed on full value of property conveyed, or
( ) computed on full value of less of liens and encumbrances remaining at time of sale. ( ) unincorporated area: ( ) City of Vallejo
( ) Signature of Declarant
________________________________________________
By:
Its:
COLLABORATIVE USE EASEMENT
This Collaborative Use Easement (“Easement”) is made and entered into by and between BLUE ROCK SPRINGS, LLC, a Delaware limited liability company and the CITY OF VALLEJO (Collectively, “Grantor”) and SYAR INDUSTRIES, INC., a California corporation (“Grantee”), is dated for reference purposes as of August 1, 2022 and shall be effective on the date it is recorded (“Effective Date”) in the Official Records for the County of Solano (“Official Records”). Grantor and Grantee are referred to collectively herein as the “Parties;” each of Grantor and Grantee is referred to individually as a “Party.”
The Parties do hereby agree as follows:
RECITALS
A. Grantor is the record owner of that certain real property that was formerly a portion of the Blue Rock Springs golf course, commonly known as 655 Columbus Parkway, Vallejo, California, also known as Solano County Assessor’s Parcel Numbers (“APNs”) 0081-040-100, 0081-040-110, 0081-040-880, 0081-191-010, 0181-190-010, 0181-190-070, and 0182-040-080, containing approximately 260 acres (“Burdened Property”). The Burdened Property as further described in Exhibit A, appended hereto and incorporated by this reference, is located adjacent to the Quarry Property, described below and is therefore subject to this Easement.
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B. Grantee is the record owner of that certain real property located immediately east of the Burdened Property, in the unincorporated area of Solano County, which property, is commonly known as 885 Lake Herman Road, Vallejo, California, consists of APN 0181-190-060 and portions of 181-210-030 and 181-220-040, California, and is further described on Exhibit B, appended hereto and incorporated by this reference (“Quarry Property”). The Quarry Property is the subject of that certain Land Use Permit No. U-08-09 and Reclamation Plan No. RP-08-01, Mitigation Monitoring Plan, and conditions of approval, issued by the County of Solano on or about December 4, 2014, as it may be amended as set forth in Section 3(b)(collectively, “Quarry Permit”).
C. The Parties to this Collaborative Use Easement entered into a Settlement Agreement effective as of August 1, 2022 ("Settlement Agreement") with Blue Rock Springs, LLC (“Developer”) concerning ongoing operations on the Quarry Property and the effects of those operations on the Burdened Property as to be conveyed to Developer by Grantor.
D. Certain activities are and will continued to be carried out in, on, and around the Quarry Property, pursuant to and in compliance with the Quarry Permit, including without limitation the generation of noxious odors, truck traffic, vibrations, noise, illumination, glare, dust, vapors, smoke, electrical disturbances, and other impacts, which shall be permitted to pass over and through the Burdened Property at levels and during hours that residents and other occupants of the Burdened Property may find disturbing or harmful, or which may create difficulties with activities that include sleeping, eating, and relaxation.
E. The Burdened Property is intended to be developed with certain residential and commercial development, all of which is more fully described in the Settlement Agreement.
F. The Quarry Property contains an active quarry pit, an asphalt plant, a rock processing plant, a concrete batch plant, and other related operations authorized under Quarry Permit (collectively the “Quarry Operations”).
G. The intent of this Easement is to ensure and facilitate the ongoing operation of the Quarry Property in compliance with the Quarry Permit, while at the same time furthering the goals of the City of Vallejo’s General Plan, including without limitation the those goals, policies, and programs stated in the City of Vallejo’s Housing Element, e.g., (1) facilitating production of housing to accommodate Vallejo’s fair share of regional housing demand, (2) increasing home ownership opportunities; (3) providing housing choice for Vallejo residents; and (4) building and maintaining quality residential environments. More specifically, this Easement is intended to maintain Grantee’s ability to conduct and continue to conduct the Quarry Operations, including those external effects as disclosed in the Environmental Impact Report certified by Solano County supporting the Quarry Permit, while facilitating the development and occupation of residential and commercial uses by informed and consenting individuals who may wish to reside within or otherwise use or occupy the Burdened Property notwithstanding its proximity to the Quarry Property, and despite its industrial character and effects.
H. Grantor and Grantee understand and agree that the paragraphs above are not mere recitals, but are a substantive and meaningful part of this Easement.
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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
1. Grant of Easement. Grantor hereby conveys to Grantee an easement over the Burdened Property, on the conditions stated in this Easement, so that Grantee may continue to pursue Quarry Operations as allowed by the Quarry Permit, including without limitation the generation of noxious odors, truck traffic, vibrations, noise, illumination, glare, dust, vapors, smoke, electrical disturbances, and other impacts which shall be permitted to pass over and through the Burdened Property without any interference or assertion of a nuisance by Grantor, and irrespective of the conduct of residential, commercial and/or other activities on the Burdened Property. The Easement shall benefit all property now owned by Grantee or their successors or assigns on which the Quarry Operations are allowed by the Quarry Permit on the Quarry Property.
2. Easement Appurtenant; Binding on Successors.
a. Each and all of the covenants, conditions and restrictions contained in this Easement (a) shall run with the land (i.e., title to the Quarry Property and Burdened Property, and each of them); (b) shall be binding upon, and shall inure to the benefits and burdens of the Parties, each owner and any person having or acquiring any interest in any portion of the Quarry Property and Burdened Property, or either of them, and all of their respective heirs, successors, and assigns; and (c) shall be binding upon, and shall inure to the benefit of the Quarry Property and Burdened Property, and each of them, and each parcel thereof, and every portion thereof and interest therein. b. This Easement shall be prima facie evidence that Grantor and its successors and assigns acknowledge and accept the ongoing conduct and effects of the Quarry Operations as allowed by the Quarry Permit. It shall be admissible in any court of law, mediation and/or arbitration as a binding agreement, made based on an exchange of good and valuable consideration.
3. Covenant by Grantee; Compliance with Laws.
a. Grantee hereby covenants and agrees that Grantee shall at its sole cost and expense, comply with all conditions on the issuance of the Quarry Permit, as well as applicable laws, rules, requirements, ordinances, orders, directions, regulations, and/or environmental restrictions of any governmental or lawful authority affecting, regulating or as it may be amended and extended from time to time, and all applicable laws of Solano County related to the Quarry Operations and/or the Quarry Permit (collectively, “Governmental Laws”).
b. Grantor and its successors and assigns shall not oppose, delay, or otherwise object to any application that may be made by Grantee to the County regarding extension of the duration of Land Use Permit No. U-08-09 and Reclamation Plan No. RP-08-01, Mitigation Monitoring Plan, and conditions of approval, issued by the County of Solano on or about December 4, 2014 or a future expansion of the Quarry, provided however, that such expansion does not extend westerly of a north-south longitudinal line intersecting the westernmost point on the boundary of the Expanded Quarry Area from the 2014 Use Permit as shown in Exhibit F, attached hereto and incorporated herein by reference.
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4. Term of Easement.
a. This Easement shall commence on the Effective Date. Grantor and Grantee agree to cause the recordation of this Easement in the Official Records concurrently with the recordation of any grant deed, or other similar instrument, intended to convey or transfer all rights, title and interest in and to the Burdened Property, or a portion thereof, to Developer as contemplated under the Settlement Agreement or any third party. For avoidance of doubt, Grantor and Grantee agree that, with respect to the order of recordation, this Easement shall be recorded immediately after the grant deed that conveys the Burdened Property, or a portion thereof, to Developer or a third party. b. Grantor acknowledges that this Easement is imposed on the Burdened Property for the direct benefit of Grantee. Accordingly, the Easement shall continue in full force and effect for so long as the Quarry Operations are allowed by the Quarry Permit are ongoing and shall terminate at such time as the Quarry Permit expires.
c. At such time as this Easement is terminated, Grantee shall execute and cause to be recorded in the Official Records a document that quitclaims Grantee’s interest in the Easement or otherwise terminates and acknowledges the termination of this Easement, which document shall be substantially in the form attached hereto as Exhibit C.
5. Disclosure to Future Owners and Lessors of the Burdened Property. Grantor and Grantee contemplate that the Burdened Property, and/or portions thereof may be offered for sale to third parties for further development and/or ownership and/or occupancy of residential dwelling units and commercial structures in accordance with the Settlement Agreement. Accordingly, Grantor covenants and agrees that it shall provide to prospective buyers of Grantor’s respective properties (a) a copy of this Easement, (b) a copy of the Disclosures to Potential Buyers (appended to this Easement as Exhibit D and incorporated herein by this reference), (c) a copy of the Quarry Permit, and (d) a copy of the December 4, 2014 Staff Report prepared by the Solano County Department of Resource Management Planning Services Division in connection with the Quarry Permit, for the benefit of the Solano County Planning Commission (“Staff Report”) (a true and correct copy of the first 18 pages of the Staff Report is appended to this Easement as Exhibit E and incorporated herein by this reference).
6. No Change of Boundary. Nothing in this Easement shall be construed to change or modify the existing location of the boundary line between the Burdened Property and the Quarry Property. Any change to such Boundary, or lot line adjustment shall be accomplished only in compliance with the Subdivision Map Act or other applicable statutory scheme.
7. Dispute Resolution. Any claim or controversy between the Parties which relates to or arises from this Easement, the rights and obligations conferred thereby (“Dispute”), shall be resolved as provided herein:
a. Good Faith Negotiations. The Parties shall meet no later than twenty (20) calendar days following receipt of written request to meet signed by any Party and delivered to the other Party (the “Resolution Notice”). The Parties shall negotiate in good faith in an effort to resolve the Dispute. If the Parties cannot resolve the claim within twenty (20) calendar days following the date of the Resolution Notice or if any Party to the Dispute fails to meet as required by this Section 7, the Parties agree that the Dispute shall be submitted to mediation as provided below.
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b. 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 another Party and shall be treated as compromise and settlement negotiations under the standards set forth in the Federal Rules of Evidence and all applicable state counterparts, together with any applicable statutes protecting the confidentiality of mediations or settlement discussions. If the Parties cannot agree on a mediator, ADR Services, Inc. shall, at the written request of a Party, designate a mediator. The person who acts as mediator shall not act as arbitrator without the written consent of the Parties.
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, to 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. Notwithstanding the foregoing, the party seeking injunctive relief will not be required to submit such claim to mediation as set forth herein but may proceed to file such claim in any court of competent jurisdiction.
8. Entire Agreement. This Easement is the entire agreement between the Parties with respect to the matters described herein. No prior agreement, statement or promise made by either Party shall be binding or valid.
9. Amendments. Grantor and Grantee may amend this Easement only by written amendment signed by both Parties.
10. Assignment. The covenants, conditions, and restrictions contained in this Easement are intended to run with the land and to bind all future owners of any interest in, as applicable, Burdened Property or the Quarry Property. Any subsequent transferee shall, by acceptance of title, be deemed to have assumed the obligations of this Easement and to have accepted the restrictions contained herein.
11. Construction. This Easement shall be governed by the laws of the State of California.
This Easement shall be construed as if both Parties (or their counsel) prepared it.
12. Notices. Except as otherwise expressly stated herein, all notices, requests, demands and other communications (collectively, “Notice”) which the Parties are required or desire to serve upon or deliver to the other Party shall be in writing and shall be given by nationally recognized overnight courier, by certified United States mail, return receipt requested, postage prepaid, addressed as set forth below, or by electronic mail (if acknowledged following delivery) addressed as set forth below:
TO GRANTOR: TO GRANTEE:
Blue Rock Springs, LLC
c/o Jeb Elmore
Syar Industries, Inc.
c/o Roni Krueger
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Vice President - Acquisitions
Lewis Management Corp.
9216 Kiefer Blvd.
Sacramento, CA 95826
Blue Rock Springs, LLC
c/o Lewis Management Corp.
1156 N. Mountain Avenue
Upland, CA 91786
2301 Napa Vallejo Highway
Napa, CA 94558
COPY TO: COPY TO:
Corie A. Edwards, Esq.
Reuben, Junius & Rose LLP
One Bush Street, Suite 600
San Francisco, CA 94104
City of Vallejo
City Manager
555 Santa Clara Street
Vallejo, CA 94590
COPY TO:
City of Vallejo
City Attorney
555 Santa Clara Street
Vallejo, CA 94590
Paul Aherne, Esq.
PO Box 2540
Napa, CA 94558
13. Counterparts. This Easement may be executed in counterparts with the same force and effect as if executed in the form of a single document.
14. Article and Section Headings. The headings of the articles and sections in this Easement are inserted solely for convenience or reference, and are not intended to govern, limit or aid in the construction of any term or provision hereof.
15. Waiver.
a. No claim of waiver, consent or acquiescence with respect to any provision of this Easement shall be made against either Party except on the basis of a written instrument executed by or on behalf of such Party.
b. Either Party’s consent to or approval of any act by the other Party requiring such Party’s consent or approval shall not be deemed to waive of render unnecessary such Party’s consent to or approval of any subsequent act by the other Party.
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16. No Agency. Nothing in this Easement shall be construed as permitting or authorizing either Party to act in any capacity as an agent of the other. Any intention to create a joint venture, partnership or principal and agent relationship between the Parties is hereby expressly disclaimed.
This Easement shall create the relationships of Grantor and Grantee only, subject to the limitations herein.
17. Time of the Essence. Time is of the essence with respect to this Easement.
18. Authority. Each person signing this Easement on behalf of either Grantee or Grantor warrants and represents to the other Party that such person is duly and fully authorized to enter into this Easement on behalf of such entity, that this Easement will be binding upon such entity and its constituent members and that the execution of this Easement has been approved and ratified as required by the organizational documents of such entity.
19. Survival of Terms. This Easement and its terms shall survive the transfer of the Burdened Property, or any portion thereof, to Developer or any other entity that acquires title to such property whether by sale, lease or other transfer, or contribution to partnership, joint venture or any other entity.
20. Severability. The invalidity or unenforceability of any provision of this Easement shall in no way affect the validity or enforceability of any other provision. If, in any action before any court or other tribunal of competent jurisdiction, any term, restriction, covenant, or promise is held to be unenforceable for any reason, then such term, restriction, covenant, or promise shall be deemed modified to the extent necessary to make it enforceable by such court or other tribunal. Any such modification or amendment in any event shall apply only with respect to the operation of this Easement in the particular jurisdiction in which such adjudication is made. [Signatures on the following page]
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Signature Page to Collaborative Use Easement
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IN WITNESS WHEREOF, the Parties have executed this Collaborative Use Easement as of the date and year first above written.
Dated: ___________ SYAR INDUSTRIES, INC.
____________________________________
By: James M. Syar
Its: Chief Executive Officer
Dated: __________ BLUE ROCK SPRINGS, LLC
___________________________________
By: Douglas Mull
Its: Authorized Signatory
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Exhibit A to Collaborative Use Easement
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Exhibit A to Collaborative Use Easement
Legal Description – Burdened Property
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Exhibit B to Collaborative Use Easement
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Exhibit B to Collaborative Use Easement
Legal Description – Quarry Property
Approximately 468-acres located at 885 Lake Herman Road, immediately east of the City of Vallejo and within the Solano County "A-20," Exclusive Agricultural zoning district, consisting of APNs:
0181-190-060, 0181-220-040, 0181-210-030 and 0181-200-010.
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Exhibit C to Collaborative Use Easement
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Exhibit C to Collaborative Use Easement
Form of Termination of Collaborative Use Easement
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Exhibit D to Collaborative Use Easement
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Exhibit D to Collaborative Use Easement
Disclosures to Potential Buyers
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Exhibit E to Collaborative Use Easement
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Exhibit E to Collaborative Use Easement
December 4, 2014 Solano County Department of Resource Management Planning Services Division Staff Report (First 18 Pages)
(See attached)
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DEPARTMENT OF RESOURCE MANAGEMENT
Planning Services Division
STAFF REP'ORT
Phone (707) 784-6765
Fax (707) 784-4805
www.solanocounty.com
Mike Yankovich
Program Manager
Agenda Item No. 1
To: Solano County Planning Commission
From: Karen Avery, Senior Planner
Subject: Use Permit No. U-08-09/Reclamation Plan RP-08-01 for Syar Industries, Inc. Lake Herman Quarry expansion project located at 885 Lake Herman Road, Vallejo, adjacent to the City of Vallejo, in an "A-20" Exclusive Agricultural Zoning District Date: December 4,2014
I. RECOMMENDATION:
The Planning Commission ADOPT the proposed Resolution CERTIFYING the Final Environmental Impact Report for the Lake Herman Expansion Project, and ADOPT the proposed Resolution APPROVI NG the Use Permit No. U-08-09 and Reclamation Plan RP-08-0 1, based on the recommended Findings and subject to the recommended Conditions of Approval attached thereto, and ADOPTING the Mitigation and Monitoring Plan as recommended by staff.
II. ACTION REQUESTED:
Use Permit and Reclamation Plan for the expansion and continuation of surface mining and reclamation activities for aggregate processing, aggregate product manufacturing, including expanding the quarry pit to 21 1 acres, decreasing the depth of the quarry pit to 0' mean sea level, changing the allowable hours of operation, and continuing the sale of 3.0 million tons of materials per year for an additional 35 years. .
III. ENVIRONMENTAL ANALYSIS:
An Environmental Impact Report was prepared and circulated for the Lake Herman Quarry Expansion Project. The Draft EIR was published for a 45-day public review and comment period beginning July 19 , 201 3 and ending September 4, 2013. The Final EIR was distributed more than 10 days prior to the anticipated certification date. Mitigation Measures are identified for the project to reduce impacts to a less-than-significant level.
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Syar Industries, Inc.
U-08-09/RP-08-0 1 Staff Report .
v. BACKGROUND:
A. Prior approvals: See Background Discussion Below
B. Applicant/Owner: Syar Industries, Inc.
c. General Plan land use designation/zoning: Ag riculture and Exclusive Ag riculture (A20) D. Existing use: Rangeland/Rock Quarry, Aggregate Processing and Recycling E. Adjacent zoning and uses:
North: Agriculture (A-20) - Open Space/Agricultural
South: Agriculture (A-20) - Open Space/Agricultural
East: Agriculture (A-20) - Agricultural/Grazing
West: City of Vallejo - Golf Course
Lake Herman Quarry Background
The Lake Herman Quarry area has been mined since the early 1870's . In the 1940's , commercial mining operations began and continued on a small scale until 1965 when Syar Industries acquired the quarry.
In 1968, an asphalt concrete (asphalt paving material) batch plant was added to the operation. On May 17, 1979, the Planning Commission approved Use Permit U-78-09, Reclamation Plan RP-78-03 and Variance V-78-0 1 for the continued mining of over 1,000, 000 tons of rock per year and the reclamation of the 386+/- acre site and a variance to allow slope gradients steeper than 2:1. As part of these approvals, an Environmental Impact Report was prepared and certified by the Planning Comrnission. Subsequently, in 1994, a separate Use Permit U-93-29 to operate a recycle plant to recycle broken asphalt and concrete paving was approved by the Planning Commission. In December 2001 , the Planning Commission approved an amended Use Permit (U-97-1 6) and Reclamation Plan (RP-97-01 ) to reflect a revised depth of mining to 200 feet above mean sea level and to add an overburden storage area across the street (Lake Herman Road) to another parcel owned by Syar. A Mitigated Negative Declaration was adopted by the Planning Commission for that project.
Per the existing conditions of approval of these permits, current operations at the quarry are due to expire in 20 14. In April of 2008, a Use Permit Appl ication and Reclamation Plan were submitted to the County to expand and extend the existing quarry operations.
Project Location and Setting
Lake Herman Quarry is located on the slopes of the Sulphur Springs Mountain, just outside the City limits of Vallejo adjacent to Lake Herman Road. The project site encompasses approximately 468 acres of land in the southwestern portion of unincorporated Solano County. Approximately 32 1 acres of the quarry parcel is actively used for quarry operations. The main entrance to the quarry is located off Lake Herman Road about 0.6 miles from its intersection with Columbus Parkway.
Present land uses surrounding the project site include the Blue Rock Springs Golf Course and Blue Rock Springs Park to the northwest. Two parcels used for manufacturing lie immediately west of the project site. Each of the two parcels contains a residence: one parcel is privately owned and the other is owned DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325
Syar Industries, Inc.
U-08-09/RP-08-01 Staff Report
by Syar Industries . To the northeast is open space owned by the Solano Land Trust. To the east, southeast and southwest lay undeveloped rangelands owned by Syar Industries. Directly to the south is an open space parcel owned by the City of Vallejo. Two PG&E transmission tower easements traverse the quarry site in an east-west direction. They are located north and south of the present quarry operation. PG&E high pressure gas lines cross south of the quarry site and along with the PG&E high tension transmission lines constrain quarry expansion tathe south . A small AT&T relay station site, less than one acre in size, is located at the Sulphur Springs Mountain summit south of the area proposed for mining expansion. The nearest residential development is located to the west and southwest and is from one third to one half mile away and behind an intervening ridgeline. Residential areas of the cities of Val lejo and Benicia lie farther to the west and south , respectively.
VI. Current Existing Operations
As stated above, the Lake Herman Quarry Project site is approximately 468 acres; 32 1 acres which are actively used for the Quarry operations. There are a variety of on-site operations which take place on approximately 72 acres of the 321 acres .
On-site Facilities
Included in the on-site facil ities are the administration offices, a materials testing laboratory, equipment maintenance and service bui ldings, material and equipment storage yards, an aggregate processing area, two asphaltic concrete plants, a ready-mix concrete batch plant, a recycling plant, a scale house and other related faci lities . These facilities operate on approximately 72 acres of the 321 acre existing site.
Aggregate Processing Area: The processing area consists of a primary crusher, screens, grizzly, conveyor belts , multiple aggregate stockpi les and an aggregate wash facility. In addition, this area has a wheel wash area, administration office, scales, scale house and fuel island. This area encompasses approximately 34.9 acres and requires approximately five to six employees to operate the aggregate processing area and the aggregate wash faci lity, with an additional five to six employees in the main office and scale house.
.
Asphaltic Concrete Plants: The two asphalt plants consist of a revolving drum, a bag house (enclosed vacuum system), oil storage area, a pub mill and silos. The two plants encompass approximately 2.8 acres and require approximately three employees to operate each of the plants.
Ready-Mix Concrete Batch Plant: The batch plant consists of a revolving drum, si los and raw aggregate storage areas. This area encompasses approximately 6.8 acres and requires approximately five employees to operate.
Recycling Plant: The recycling plant cons ists of a conveyor, crusher, screens, recycled asphalt and concrete stockpiles. This area encompasses approximately 8.6 acres and requires a minimum of three employees to operate.
Scalper Plant: The scalper area consists of conveyors and screens, encompasses 5.6 acres and requires two to three employees to operate.
Other Areas: Other areas associated with the quarry operations include: equipment and material storage areas (2.3 acres); material testing laboratory (.9 acres) with approximately five to six employees; maintenance and service building (3.4) acres with approximately nine employees and the process and sediment control water ponds (6.4 acres).
An extensive series of haul roads and storm water drainage facil ities are located through out the quarry.
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325