08/13/2024CITY OF GRAND TERRACE
CITY COUNCIL
AGENDA ● August 13, 2024
Council Chambers Regular Meeting 6:00 PM
Grand Terrace Civic Center ● 22795 Barton Road
COMMENTS FROM THE PUBLIC
The public is encouraged to address the City Council on any matter posted on the agenda or on any other
matter within its jurisdiction. If you wish to address the City Council, please complete a Request to Speak
card located at the front entrance and provide it to the City Clerk. Speakers will be called upon by the Mayor
at the appropriate time and each person is allowed three (3) minutes speaking time.
If you would like to participate telephonically and speak on an agenda item, you can access the meeting by
dialing the following telephone number and you will be placed in the waiting room, muted until it is your turn
to speak:
*67 1-669-900-9128
Meeting ID: 897 9293 1977
Passcode: 927314
The City wants you to know that you can also submit your comments by email to
ccpubliccomment@grandterrace-ca.gov. To give the City Clerk adequate time to print out your comments
for consideration at the meeting, please submit your written comments prior to 5:00 p.m.; or if you are unable
to email, please call the City Clerk’s Office at (909) 954-5207 by 5:00 p.m.
If you wish to have your comments read to the City Council during the appropriate Public Comment period,
please indicate in the Subject Line “FOR PUBLIC COMMENT” and list the item number you wish to
comment on. Comments that you want read to the City Council will be subject to the three (3) minute time
limitation (approximately 350 words).
Pursuant to the provisions of the Brown Act, no action may be taken on a matter unless it is listed on the
agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to
investigate and/or schedule certain matters for consideration at a future City Council meeting.
PLEASE NOTE: Copies of staff reports and supporting documentation pertaining to each item on this
agenda are available for public viewing and inspection at City Hall, 1st Floor Lobby Area and 2nd Floor
Reception Area during regular business hours and on the City’s website www.grandterrace-ca.gov. For
further information regarding agenda items, please contact the office of the City Clerk at (909) 954-5207,
or via e-mail at dthomas@grandterrace-ca.gov.
Any documents provided to a majority of the City Council regarding any item on this agenda will be made
available for public inspection in the City Clerk’s office at City Hall located at 22795 Barton Road during
normal business hours. In addition, such documents will be posted on the City’s website at
www.grandterrace-ca.gov.
AMERICANS WITH DISABILITIES ACT
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this
meeting, please contact the City Clerk’s Office, (909) 954-5207 at least 48 hours prior to the advertised
starting time of the meeting. This will enable the City to make reasonable arrangements to ensure
accessibility to this meeting. Later requests will be accommodated to the extent feasible [28 CFR
34.102.104 ADA Title II].
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CALL TO ORDER
Convene City Council.
Invocation
Pledge of Allegiance
AB 2449 Disclosures
Remote participation by a member of the legislative body for just cause or emergency
circumstances.
Roll Call
Attendee Name Present Absent Late Arrived
Mayor Bill Hussey
Mayor Pro Tem Doug Wilson
Council Member Jeff Allen
Council Member Kenneth J. Henderson
Council Member Michelle Sabino
A. REORDERING OF, ADDITIONS TO, OR REMOVAL OF ITEMS FROM THE AGENDA
B. PUBLIC COMMENT
This is the opportunity for members of the public to comment on any items not appearing
on the regular agenda. Because of restrictions contained in California Law, the City
Council may not discuss or act on any item not on the agenda, but may briefly respond
to statements made or ask a question for clarification. The Mayor may also request a
brief response from staff to questions raised during public comment or may request a
matter be agendized for a future meeting.
C. SPECIAL PRESENTATIONS
Dr. Sigdasted on the Occasion of his Retirement
D. CONSENT CALENDAR
The following Consent Calendar items are expected to be routine and noncontroversial.
They will be acted upon by the City Council at one time without discussion. Any Council
Member, Staff Member, or Citizen may request removal of an item from the Consent
calendar for discussion.
1. Waive Full Reading of Ordinances on Agenda
DEPARTMENT: CITY CLERK
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2. Approval of Minutes – Regular Meeting – 07/23/2024
DEPARTMENT: CITY CLERK
3. Approval of Cost Reimbursement Agreement between the City of Grand Terrace
and Condor Energy Storage, LLC, a Delaware limited liability company (“Condor”)
to reimburse the City for certain costs and expenses to design and complete
certain improvements along Taylor Street and the undergrounding of certain
utilities along Taylor Street and Main Street within the City’s jurisdiction
RECOMMENDATION:
Approve the Content of the Cost Reimbursement Agreement provided as
Attachment 1 and authorize the City Manager to (1) finalize the terms of
the agreement, consistent with the content and terms set forth in attached
Agreement and subject to written approval as to form by the City Attorney;
and (2) execute the final negotiated agreement on behalf of the City.
DEPARTMENT: PLANNING AND COMMUNITY DEVELOPMENT
4. Second reading by Title Only, with Further Reading Waived, an Ordinance
adopting Specific Plan (SP 17-01) for The Gateway at Grand Terrace Specific Plan
RECOMMENDATION:
Direct the City Attorney to read by title only, waive further reading, and adopt the
Ordinance.
DEPARTMENT: PLANNING & COMMUNITY DEVELOPMENT
5. Second Reading by Title Only, with Further Reading Waived, an Ordinance
adopting Zone Change (ZC) 17-02) and Zone Change Amendment (ZCA 24-01)
for the Gateway at Grand Terrace Specific Plan, and repealing and replacing
Chapter 18.09 (Districts and Map) and Chapter 18.02 (Specific Plan Districts) of
Title 18 (Zoning) of the Grand Terrace Municipal Code in their entirety
RECOMMENDATION:
Direct the City Attorney to read by title only, waive further reading, and adopt the
Ordinance.
DEPARTMENT: PLANNING & COMMUNITY DEVELOPMENT
6. Second Reading by Title Only, with Further Reading Waived, an Ordinance
approving the Development Agreement by and between the City of Grand Terrace
and Lewis Land Developers, LLC a Delaware Limited Liability Company pursuant
to Article 2.5 of Chapter 4 of Division 1 of Title 7. Sections 65864 through 65869.5
of the Government Code and Article XI, Section 2 of the California Constitution for
the Gateway at Grand Terrace Specific Plan
RECOMMENDATION:
Direct the City Attorney to read by title only, waive further reading, and adopt the
Ordinance.
DEPARTMENT: PLANNING & COMMUNITY DEVELOPMENT
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7. Second Reading by Title Only, with Further Reading Waived, an Ordinance
approving Zone Change Amendment (ZCA) 24-03 to amend the Grand Terrace
Municipal Code Title 18 (Zoning) to add new residential land uses called
“Congregate Living Health Facilities” and “Electric Vehicle Charging Stations”, to
the allowable residential land uses listed in Chapter 18.10 (Residential Districts);
to add nonresidential hours of operation and to consolidate all nonresidential land
uses identified under Section 18.06.032 and Chapters 18.30 - AP Administrative
Professional District, 18.33 - C2 General Business District, 18.36 - CM Commercial
Manufacturing District, 18.39 - MR Restricted Manufacturing District, 18.40 - M2
Industrial District, 18.43 - PUB Public Facilities District into a table format under a
new Chapter 18.27 (Nonresidential Districts); to add new nonresidential land uses
called “Heavy Equipment Rentals (Indoor and Outdoor)”, “Electric Vehicle
Charging Stations”, “Restaurants with a cocktail lounge, bar, entertainment or
dancing”, and “Establishments with on-site alcohol beverage sales and
consumption that are not bona fide eating establishments (bars, taverns, cocktail
lounges, breweries, distilleries and/or wine making facilities with sales for on-site
and off-site consumption)”
RECOMMENDATION:
Direct the City Attorney to read by title only, waive further reading, and adopt the
Ordinance .
DEPARTMENT: PLANNING & COMMUNITY DEVELOPMENT
8. Approval of Agreements by and between the City of Grand Terrace and Lewis
Land Developers of:
a. 5th Amendment to the Disposition and Development Agreement to Remove
Right of Repurchase
b. Development and Exchange Agreement – 2.5 acres of City-owned real
property located northwest of Veterans Freedom Park (APN 1167-151-75 for
4.97 acres of Developer-owned real property located northeast of the terminus
of Taylor Street (APN 1167-151-71); both properties located within the
Gateway at Grand Terrace Specific Plan
RECOMMENDATION:
Adopt a Resolution approving the 5th Amendment to the Disposition and
Development Agreement (“5th Amendment”) and an Exchange Agreement
(“Exchange Agreement”) each by and between the City of Grand Terrace and
Lewis Land Developers (“Lewis”), subject to the condition that both the 5th DDA
Amendment and Exchange Agreement are only to be executed and delivered to
Lewis provided that the City Council, in its sole discretion, adopts the ordinances
initially proposed at the July 23, 2024 City Council meeting for the adoption of that
certain Development Agreement between the City and Lewis.
DEPARTMENT: PLANNING & COMMUNITY DEVELOPMENT
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9. Approval of a First Amendment to the Professional Service Agreement between
the City of Grand Terrace and Moore, Iacofano, Goltsman, Inc. (MIG) for On-Call
Planning and Environmental Services
RECOMMENDATION:
1. Amendment to Professional Services Agreement Between the City of Grand
Terrace and Moore, Iacofano, Goltsman, Inc. (MIG) - for on Call Planning
and Environmental Services; and
2. Authorize the City Manager to Execute the Agreement subject to the City
Attorney's approval as to form.
DEPARTMENT: PLANNING AND COMMUNITY DEVELOPMENT
10. Accept an Easement Deed of Right-of-Way Dedication for public street, road, and
public utility purposes on Michigan Street from Steven Michael Richardson (APN
1167-171-10)
RECOMMENDATION:
Accept the 11-foot-wide Easement Deed of Right-of-Way on APN 1167-171-10
and authorize recordation
DEPARTMENT: PUBLIC WORKS/ENGINEERING
11. Approval of Amendment No. 2 to the Agreement Between the City of Grand
Terrace and St. Francis Electric, which extends the Agreement until June 30, 2026,
and increases the compensation
RECOMMENDATION:
1. Approve Amendment No. 2 to the Agreement for Traffic Signal Maintenance
and On-Call Services with St. Francis Electric (dated May 24, 2022),
extending the agreement until June 30, 2026, utilizing the first one-year
extension.
2. Increase the agreement by $12,521.37 for FY 24/25 and $22,000 for FY
25/26, bringing the total contract amount to $95,000 over four years.
3. Authorize the City Manager to execute the aforementioned amendments,
subject to the City Attorney’s approval as to form.
DEPARTMENT – PUBLIC WORKS
12. Approval of Amendment No. 1 to Agreement with EZ Sunnyday Landscape for
Citywide Landscape Maintenance Services not to exceed $86,420 per year,
expiring June 30, 2027, and authorize the City Manager to use his purchasing
authority for changes up to $25,000 through Change Orders during the
agreement’s duration
RECOMMENDATION:
1. Award Amendment No. 1 to the Contractor Agreement with EZ Sunnyday
Landscape for citywide landscape maintenance services in an amount not
to exceed $86,420 per year, with a term expiring on June 30, 2027, subject
to approval by the City Attorney as to form.
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2. Approve an increase in the contract contingency up to the City Manager’s
purchasing authority of $25,000, for any necessary changes to the
Agreement through a change order during the agreement's duration.
DEPARTMENT – PUBLIC WORKS
13. Third Amendment to City Manager Employment Agreement
RECOMMENDATION:
Adopt a Resolution Approving Third Amendment to City Manager’s Employment
Agreement.
DEPARTMENT: CITY ATTORNEY
E. PUBLIC HEARINGS – None
F. UNFINISHED BUSINESS - None
G. NEW BUSINESS
14. Community Benefit Fund Grant Award to the Grand Terrace Tribe Baseball Club
in the Amount of $2,000
RECOMMENDATION:
Approve the Community Benefit Fund grant application from the Grand Terrace
Tribe Baseball Club in the amount of $2,000.
DEPARTMENT: FINANCE
15. Community Benefit Fund Grant Award to the Grand Terrace Chamber of
Commerce in the Amount of $2,000
RECOMMENDATION:
Approve the Community Benefit Fund grant application from the Grand Terrace
Chamber of Commerce in the amount of $2,000.
DEPARTMENT: FINANCE
16. Community Benefit Fund Grant Award to the Grand Terrace High School Titan
Wrestling Booster Club in the amount of $2,000
RECOMMENDATION:
Approve the Community Benefit Fund grant application from the Grand Terrace
High School Titan Wrestling Booster Club in the amount of $2,000.
DEPARTMENT: FINANCE
H. FUTURE AGENDA ITEMS
At this time, the City Council may propose items for discussion and/or action at a future
duly agendized City Council meeting. A consensus of a majority of the quorum is required
to place an item on a future agenda.
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I. CITY COUNCIL COMMUNICATIONS
Council Member Michelle Sabino
Council Member Kenneth J. Henderson
Council Member Jeff Allen
Mayor Pro Tempore Doug Wilson
Mayor Bill Hussey
J. CITY MANAGER COMMUNICATIONS
17. Fire Department Presentation re Defensible Spaces
K. CLOSED SESSION
L. ADJOURN
The Next Regular City Council Meeting will be held on Tuesday, August 27, 2024 at 6:00
PM. Any request to have an item placed on a future agenda must be made in writing and
submitted to the City Clerk’s office.
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Item 3
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vii. Install parkway landscaping and street trees. Applicant to provide landscaping
and street tree plan for review and approval by City.
Furthermore, COA 10 requires Condor to provide for the underground placement of utilities along
Taylor Street and Main Street property frontages (“Utility Improvements”, and collectively with the
Taylor Street Improvements, the “Improvements”).The City plans to enter, into an agreement with
Lewis Management Corporation or an alternative contractor selected by the City (“Contractor”)
pursuant to which Contractor (i) will complete various road and utility improvements on behalf of
the City, including the Improvements, (ii) has prepared a scope of work and final design and
engineering plans for the Improvements, which has been reviewed and approved by the City, a
copy of which is incorporated into this Agreement as Exhibit A (“Plans”), and (iii) has prepared
a final cost schedule for completion of the Improvements in accordance with the Contractor Plans
that has been approved by the City (“Cost of Improvements”), a copy of which is incorporated into
this Agreement as Exhibit B;
If the Lewis Management Corporation is the contractor, it will complete the Improvements in
conjunction with its completion of street and utility improvements for its proposed Gateway
Project. The total estimated cost of these improvements, including a contingency amount is
$1,838,328. Pursuant to the terms of the Agreement, to satisfy its obligations pursuant to
Director’s conditions 2(a) and 10, Condor would be required to deposit this amount with the City
prior to the City issuing a Final Certificate of Occupancy for its BESS project. The City will use
these funds to pay for the Improvements. If after the Improvements have been completed and
accepted by the City it is determined that the cost of the Improvements exceeded the amount of
the deposit, Condor is required to reimburse the City for the Excess Costs up to an additional
twenty (20) percent over the estimated Cost of Improvements set forth in Exhibit B to the
Agreement.
RECOMMENDATION:
Approve the Content of the Cost Reimbursement Agreement provided as Attachment 1 and
authorize the City Manager to (1) finalize the terms of the agreement, consistent with the content
and terms set forth in attached Agreement and subject to written approval as to form by the City
Attorney; and (2) execute the final negotiated agreement on behalf of the City.
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COST REIMBURSEMENT AGREEMENT
This Cost Reimbursement Agreement (“Agreement”), dated August 1, 2024 (“Effective
Date”), is entered into between Condor Energy Storage, LLC, a Delaware limited liability
company (“Condor”), and the City of Grand Terrace, California (“City”), to confirm the terms and
conditions pursuant to which Condor will reimburse the City for certain costs and expenses to
design, procure and construct certain improvements along Taylor Street and to underground certain
utilities along Taylor Street and Main Street within the City’s jurisdiction, as further described in
this Agreement. Condor and the City may be referred to in this Agreement individually as a
“Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Condor is developing a 200 megawatt (“MW”) battery energy storage facility
at an approximately 10-acre parcel near the intersection of Main and Taylor Streets within the City
of Grand Terrace (“Project”), and the proposed use has been approved by the City under
Conditional Use Permit #20-03, dated December 2, 2021 (“CUP”);
WHEREAS, Condition of Approval (“COA”) 14 of the CUP obligates Condor to comply
with requirements of the City Public Works Director (“Director”), including the COAs provided
in the Director’s memorandum dated December 1, 2021, attached as Exhibit 2 to the CUP.
Specifically, COA 2(a) of the Director’s COAs requires Condor to make certain improvements
along Taylor Street within the City of Grand Terrace (“Taylor Street Improvements”)1, and outside
of the Project site, and COA 10 of the Director’s COAs requires Condor to provide for the
underground placement of utilities along Taylor Street and Main Street property frontages (“Utility
Improvements”, and collectively with the Taylor Street Improvements, the “Improvements”)2;
1 COA 2(a) of the Director’s COAs states:
“2. Dedicate full right of way and construct half width roadway improvements for the following streets below
consisting of the following to the satisfaction of the City Engineer in coordination with the master plan roadway
design:
a.Taylor Street:
i.Demolish existing AC paving
ii.Construct 44’ half width with 5” over 1’ of Aggregate base, confirmed with a geotechnical
report provided to the City
iii.Construct 8” monolithic curb and gutter per County Standard Number 115
iv.Construct 4” thick PCC sidewalk (3250 psi concrete) per County Standard 109
v.Construct roadway drainage as required to pursuant to Hydrology Report
vi.Install LED street lights at a height of 24’, and spaced every 200’along property frontage
vii.Install parkway landscaping and street trees. Applicant to provide landscaping and street tree
plan for review and approval by City.”2 COA 10 of the Director’s COAs states:
“10. Provide that all utilities shall be placed underground if not already provided as required. All existing utilities on
Taylor Street and Main Street shall be placed underground along property frontages, and applicant shall coordinate with
affected utility companies.”
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WHEREAS, the City has entered, or plans to enter, into an agreement with Lewis
Management Corporation or an alternative contractor selected by the City (“Contractor”) pursuant
to which Contractor (i) will complete various road and utility improvements on behalf of the City,
including the Improvements, (ii) has prepared a scope of work and final design and engineering
plans for the Improvements that has been reviewed and approved by the City, a copy of which is
incorporated into this Agreement as Exhibit A (“Plans”), and (iii) has prepared a cost schedule for
completion of the Improvements in accordance with the Contractor Plans that has been approved
by the City (“Cost of Improvements”), a copy of which is incorporated into this Agreement as
Exhibit B;
WHEREAS, City anticipates that Contractor will complete the Improvements after the Project
is scheduled to be placed in service, and the Parties desire to avoid delays to the Project
construction and operation schedule to ensure that the safety, reliability and other benefits of the
Project are realized in a timely manner. Accordingly, Condor and the City have agreed that in lieu
of Condor completing the Plans and Improvements directly, the City will engage Contractor to
prepare the Plans and complete the Improvements, the City will assume the obligation to pay
Contractor for the Plans and Improvements under a separate agreement between the City and
Contractor (“Contractor Agreement”), and Condor will reimburse the City for the Cost of
Improvements, including Excess Costs (defined below), according to the process and schedule set
forth in this Agreement;
WHEREAS, the City agrees and has determined that the payment in lieu of arrangement
contemplated by this Agreement is consistent with all applicable terms and conditions of the
Project CUP and the City’s ordinances.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree to the following terms and conditions.
AGREEMENT
1.Recitals. The Recitals are hereby incorporated in full as terms and conditions of
this Agreement.
2. Cost of Improvements; Final Occupancy Permit.
A.Prior to the City Building and Safety Division issuing a final Occupancy
Permit for the Project, Condor shall make an initial payment to the City in the amount of the Cost
of Improvements, which includes a contingency amount, set forth in Exhibit B (“Payment”). The
Payment shall be made in accordance with Section 5 (Payment) of this Agreement.
B.City shall issue a final Occupancy Permit for the Project within ten (10) days
after receipt of the Payment, provided that Condor is in compliance with all CUP COAs required to
be satisfied by Condor as of such date, excluding CUP COA 14 and Director’s COAs 2(a) and 10
which for purposes of issuing the final Occupancy Permit shall be deemed satisfied by City’s receipt
of the Payment.
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3. Cost Cap; Excess Costs; Final Accounting.
A.The Cost of Improvements set forth in Exhibit B is a good faith estimate of
all actual costs to design, obtain all approvals for, procure and construct the Improvements. Condor
shall be liable to the City and responsible under this Agreement for all costs incurred by the City,
Contractor or any other person to complete all activities necessary to design, obtain all approvals for,
procure and construct the Improvements up to a total amount not to exceed 120 percent (120%) of the
Cost of Improvements set forth in Exhibit B (“Cost Cap”), provided that the City provides Condor
with a written estimate and justification for the additional costs, approved by the City Engineer,
prior to incurring any costs that exceed the Cost of Improvements in Exhibit B. (“Excess Costs”).
B.Condor shall pay the City for Excess Costs in accordance with Section 5
(Payment) of this Agreement, and Condor shall have no obligation to pay Contractor or any other
person for the Cost of Improvements, Excess Costs or any other costs for the Plans and Improvements,
except where City assigns its right to receive payment under this Agreement to Contractor or such
other person in accordance with Section 12 (Assignment).
i.Within ninety (90) days after the date on which the City formally
accepts the Improvements, which is the date on which City submits notice of its acceptance of the
Improvements to San Bernardino County, City shall provide Condor with an accounting in
reasonable scope and detail to describe the final Cost of Improvements, including any Excess Costs
approved by Condor in accordance with Section 3(A) (“Final Accounting”). Subject to the dispute
provisions in this Section 3(C), (a) if the amount set forth in the Final Accounting is less than the
Payment to City under Section 2(A), City shall pay Condor the amount equal to the Payment minus
the Final Accounting amount, or (b) if the amount set forth in the Final Accounting is greater than
the Payment to City under Section 2(A), Condor shall pay City the amount equal to the Final
Accounting amount minus the Payment (“Balance”), and payment under this Section 3(C)(i) shall
be made to the Party to whom payment is due within thirty (30) days after Condor’s receipt of the
Final Accounting.
ii.If Condor disputes any portion of the Final Accounting amount in writing
within thirty (30) days after receipt of the Final Accounting, the Parties agree to confer promptly in good
faith in an attempt to resolve the dispute. If the Parties are not able to resolve the dispute within fifteen
(15) days after City’s receipt of written notice of the dispute, the Parties shall follow the procedures in
Section 11 (Arbitration) of this Agreement.
iii.Condor shall pay the City interest on any portion of the Balance that
remains unpaid after expiration of the applicable payment period at the rate of five (5) percent (5.0%)
per annum, commencing on the day following expiration of the applicable payment period.
iv.Condor’s failure to pay the City when due shall constitute
noncompliance with the applicable CUP and Director’s COAs, subject to all rights and remedies
available under the applicable CUP provisions.
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v.Condor’s payment of all amounts due to City under this Agreement
shall constitute full satisfaction by Condor of the specific CUP and Director’s COAs referenced in
the Recitals and, except as expressly set forth under CUP COA 6, Condor shall be released from
any and all claims of City, whether direct or third party claims, for any Losses that pertain to any
aspect of the Plans, Improvements or other subject matter of this Agreement.
4.Liability for Plans and Improvements. City shall require Contractor to indemnify,
defend and hold harmless the City, its officials, employees, agents and officers for any injury or
damage to personal property, personal injury, natural resource damages, or any other costs, fees,
fines, penalties, expenses or damages of any type, or for any equitable or injunctive relief, to the
extent arising from or pertaining to the Plans and Improvements, including without limitation the
design, siting, procurement, construction, operation, maintenance, repair or removal of, and
approvals for, the Improvements (collectively, “Losses”). This Agreement shall not supersede or
extinguish any express obligation of Condor to indemnify the City pursuant to CUP COA 6.
This Agreement does not require Condor to perform work on behalf of City or City’s Contractor
related to the Plans and Improvements. However, if Condor or its affiliate retains any consultants
or contractors to perform any work on behalf of City or its Contractor related to the Plans and
Improvements, including without limitation the design, siting, procurement, construction,
operation, maintenance, repair or removal of, and approvals for the Improvements, Condor shall
indemnify, defend and hold harmless the City, its officials, employees, agents and officers, for any
Losses incurred by the City, to the extent arising from or pertaining to such work performed by any
consultants or contractors retained by Condor or any of its affiliates. This Agreement shall not
supersede or extinguish any express obligation of Condor to indemnify the City pursuant to CUP
COA 6.
5.Payment. All payments due to a Party under this Agreement, including payment to
the City for the Payment and the Balance or any refund due to Condor, shall be made by wire
transfer of immediately available funds to applicable account listed below or, if applicable, such
other account directed by the applicable Party from time to time pursuant to reasonable advance
written notice to the other Party:
CITY’S ACCOUNT
Name of Financial Institution:
Address of Financial Institution:
Beneficiary Name:
Beneficiary Account:
ABA/Routing Number:
Swift Code:
CONDOR’S ACCOUNT
Name of Financial Institution:
Address of Financial Institution:
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Beneficiary Name:
Beneficiary Account:
ABA/Routing Number:
Swift Code:
6. Default. A Party’s failure to perform any material obligation under this Agreement shall
constitute an event of default (“Default”) if not cured to the reasonable satisfaction of the non-defaulting
Party within ten (10) days after receipt of written notice by the defaulting Party (“Cure Period”), except
that no Cure Period shall apply to a Default due to failure to make payment when due. If a Default
continues following expiration of the Cure Period, the non-defaulting Party shall be entitled to
pursue any and all equitable remedies available under Governing Law.
7. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the Parties and supersedes all prior agreements and understandings between the
Parties, with respect to the Plans, Improvements or other subject matter of this Agreement.
8. Authority. Each Party to this Agreement represents and warrants to the other Party
that its representative has the requisite corporate authority to bind the Party to all of the binding
commitments embodied in this Agreement.
9. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of California, without regard to its conflict of laws provisions.
10. Notices. All notices or other communications required or permitted to be given
under this Agreement (each, a “Notice”) shall be in writing and delivered to the receiving Party by
overnight mail, overnight courier or by electronic mail transmittal, subject to return confirmation
of receipt, at the respective addresses for the Parties set forth below. All Notices shall be deemed
to have been given and received upon written confirmation of receipt by the receiving Party.
If to Condor: Condor Energy Storage, LLC
c/o Contract Notices
8800 N Gainey Center Dr
Scottsdale, AZ 85258
(480) 653-8450
contractnotices@arevonenergy.com
If to the City: Kamran Dadbeh
City Engineer
Development Services Department
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
kdadbeh@grandterrace-ca.gov
11. Arbitration. Except as set forth in Section 6 (Default) of this Agreement, any
controversy arising from or related to a Party’s performance under or interpretation of this
Agreement, including the Final Accounting, shall be subject to arbitration. The Parties are bound,
each to the other, by this arbitration clause.
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A.Disputes shall be resolved by binding arbitration between the Parties
conducted in the County of San Bernardino or such other location mutually agreeable to the Parties,
and in accordance with the Commercial Arbitration Rules of the American Arbitration Association
in effect on the date that a Party gives Notice of its demand for arbitration. Judgment upon any
award may be entered in any court having jurisdiction.
B.If either Party refuses or neglects to appear at or to participate in arbitration
proceedings after reasonable notice, the Arbitrator may decide the controversy in accordance with
whatever evidence is presented by the participating Party. The Arbitrator shall award costs and
reasonable attorneys’ fees to the prevailing Party; provided, the Arbitrator may only impose
equitable remedies and may not award damages of any kind or nature to either Party.
Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement is intended
to, nor shall it, prevent the Parties from seeking injunctive relief at any time as may be available
under law or in equity.
12. Assignment. Condor must obtain the prior written consent of the City (such consent
not to be unreasonably withheld, conditioned or delayed) to assign, transfer or convey Condor’s
rights and obligations under this Agreement (A) to any affiliate of Condor or to a purchaser of all
or substantially all of the Project or Condor’s assets, or (B) as a pledge of collateral or otherwise in
connection with any financing arrangement of Condor or for the Project; provided, that City’s
consent to assignment shall not be required after City’s receipt of the Payment and reimbursement
of any Excess Costs pursuant to Section 3. However, Condor’s assignment, transfer or conveyance
of its rights and obligations under this Agreement shall not relieve it of its indemnity and defense
obligations set forth in Section 4. City may assign, transfer or convey its rights and obligations
under this Agreement without Condor’s consent, provided, that the assignee agrees in writing to
be bound by the applicable terms and conditions of this Agreement and City provides Condor
prompt written notice of assignment. Any assignment in violation of this Agreement shall be
considered null and void when made.
13.Term; Termination. This Agreement shall remain in effect until all obligations of
the Parties hereunder have been satisfied; provided, that Condor may terminate this Agreement at
any time and for any reason prior to receipt of a final Occupancy Permit for the Project, upon ten (10)
days advance written notice to the City and without further obligation of either Party under this
Agreement.
14.Amendments; Counterparts. This Agreement may be amended by subsequent
written agreement of the Parties. This Agreement may be executed in any number of separate
counterparts and delivered by electronic means, each of which when so executed shall be deemed
an original, and all of said counterparts taken together shall be deemed to constitute one and the
same instrument.
[Signature page follows]
08/13/2024 25 of 315
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the Effective Date by their duly authorized representatives listed below.
Condor Energy Storage, LLC
By:
Name:
Title:
The City of Grand Terrace
By:
Name:
Title:
APPROVED AS TO FORM
By:
Name:
Title: Grand Terrace City Attorney
08/13/2024 26 of 315
Exhibit A
Improvements Plans
(See Attached.)
08/13/2024 27 of 315
12'13'9'31'31'9'
45'
40'40'
80'
12'13'9'31'31'9'
45'
40'40'
80'
CO
M
M
E
R
C
E
W
A
Y
MAIN STREET
CONDOR
SETBACK
TEMPORARY
CONSTRUCTION
EASEMENT
CONDOR
PERIMETER WALL
PROP. R/W
PROP. 8" C&G
PROP. CONST. CL
PROP. 12" WATER
PROP. 8 C&G
PROP. R/W
PROP. BO
PROP. ST. LIGHT
(TYP.)
PROP. FH
PROP. FH
CONDOR
SETBACK
TEMPORARY
CONSTRUCTION
EASEMENT
CONDOR
PERIMETER WALL
PROP. R/W
PROP. 8" C&G
PROP. CONST. CL
PROP. 12" W
PROP. 8 C&G
PROP. R/W
EX. FIBER OPTIC
EX. 8" SEWER
EX. 48" WATER
AT GRAND TERRACE
The Gateway
COMMERCE WAY/CONDOR BESS
CONDOR IMPROVEMENTS EXHIBIT
GRAND TERRACE, COUNTY OF SAN BERNARDINO, CALIFORNIA
SCALE IN FEET
0'120'80'40'40'
CONDOR BESS
IMPROVEMENTS
Improvements by Measure - I
Updated 1/22/2024
Grand Terrace
Improvements by Measure - I (City In-Lieu)
CTC Exhibit
Storm Drain by Measure - I (City In-Lieu)
Description Quantity Unit
10' Inlet 2 Count
18" RCP 197 ft
MH SD Manhole 1 Count
Street by Measure - I (City In-Lieu)
Description Quantity Unit
8" Curb & Gutter 734 ft
A.C. 20,902 sf
Commercial Driveway 231 sf
HC HC Ramp 3 Count
Sidewalk 4,254 sf
Dry Utilities by Measure - I (City In-Lieu)
Description Quantity Unit
Joint Trench 779 ft
Street Lights 2 Count
Connect
to
Existing SD
Demo by Measure - I (City In-Lieu)
Description Quantity Unit
Demo Ex AC Pavement 22,148 sf
Demo Ex Curb 744 ft
Remove Ex Power Poles 5 Count
HC
HC
HC
Landscape by Measure - I (City In-Lieu)
Description Quantity Unit
Landscape 4,145 sf
73'
EXIST. ROW
5'4'6'
SI
D
E
W
A
L
K
LA
N
D
S
C
A
P
E
31'31'
STREET
CL
EXIST.
WE ST
R/W
EXIST.
EAST
R/W
ULT.
WEST
R/W
EXIST. MASONRY
BLOCK WALL
CANOPY STREET
TREE @
CANOPY STREET TREE
TREE @ 30' O.C.
PROPOSED MASONRY
BLOCK WALL
(BY CONDOR BESS)
5'4'
SI
D
E
W
A
L
K
LA
N
D
S
CA
P
E
LA
N
D
S
C
A
P
E
SE
T
B
A
C
K
1'
9'
±
EXIST. 48" STL WATER
EXIST. 10" SEWER
EXIST. FIBER
OPTIC (VERIFY)
PROP. 12" WATER
COMMERCE WAY
CONST. C
L
EXIST GROUND
62
"
±
BE
L
O
W
E
X
.
G
R
N
D
INTERIM SLOPE
PROP
ROW
EXIST
ROW
PROP. TC PROP. TC
33'
40'
7'6'
LS
BUFFER
EXIST. TB
31'
2%
PROP. STREET LIGHT
5'
SWALK
6"
EXIST. FS
3'
PROP. PRIVACY WALL BY CONDOR BESS
15'
73'
EXIST. ROW
5'3.5'10'
SI
D
E
W
A
L
K
LA
N
D
S
C
A
P
E
31'31'
S TREET
CONST. C
L
EXIST.
WEST
R/W
EXIST.
EAST
R/W
ULT.
WEST
R/W
EXIST. MASONRY
BLOCK WALL
CANOPY STREET TREE
30'
O.C. @ 30'
O.C.
CANOPY STREET TR
@ 30' O.C.
EE
@ 30' O.C. UNDERSTORY
STREET
UNDERSTORY STREE T
TREE @ 30' O.C.
PROPOSED MASONRY
BLOCK WALL
(BY CONDOR BESS)
SI
D
E
W
A
L
K
LA
N
D
S
C
A
P
E
SE
T
B
A
C
K
1'
0.5'
LS
5'
4' ROW
DEDICATION
0.5' CURB 0.5' CURB
9'
±
EXIST. 48" STL WATER
EXIST. 10" SEWER
EXIST. FIBER
OPTIC (VERIFY)
PROP. 12" WATER
CONST. C
L
PROP. HEADWALL
PROP. 30" RCP SD
S=0.0020
EXIST GROUND
62
"
±
BE
L
O
W
E
X
.
G
R
N
D
INTERIM SLOPE
PROP
ROW
EXIST GROUND
EXIST
ROW
PROP. TC PROP. TC
ST
A
1
2
+
8
1
.
6
7
94
2
.
1
0
I
N
V
33'4'
10'
LS
BUFFER
EXIST. TB
31'
2%
941
.
9
0
I
N
V
PROP. STREET LIGHT
5'
SWALK
0.5'
CURB
CO
M
M
M
E
R
C
E
S
T
C L
EXIST. FS
6'
COMMERCE WAY
EX. CL
7'
1'PROP. PRIVACY WALL BY CONDOR BESS
44'
0.5'
LS
15'
4'
PROP. 8" C&G
1'
SW
A
B
B
I
R
O
PROP.
EX. DRAINAGE DITCH
4-4'X4'
GRATE INLETS
XHIBITDETAIL A
SCALE: 1"=10'
SECTION 'A-A'
SCALE: 1"=10'
SECTION 'B-B'
SCALE: 1"=10'
AA
PROP.
GRATE
PROP.
CONC.PROP.
CONC.
PROP. 4'X4'
GRATE
INLET
PROP.
CONC.
EX. GROUND
EX. DRAINAGE DITCH
PROP.
CONC.
PROP. CONC.
FOOTING
PROP. CONC.
FOOTING
EX. GROUND
MH
See Detail A
Hereon
08/13/2024 28 of 315
Exhibit B
Cost of Improvements
(See Attached.)
08/13/2024 29 of 315
Preliminary Opinion of Probable Cost
Condor Bess (Commerce Way Measure - I City In-Lieu) - Grand Terrace, CA
Based on Commerce Way street alignment by KWC (4-13-2023)
Based on On-Site layout by Condor Bess (4-13-2023)
Based CTC Exhibits dated (1-21-2024)c
Estimate date: 4-20-2023
Estimate Updated: 1-22-2024
OFF-SITE IMPROVEMENTS
Commerce Way (Assume Public Bid/Prevailing Wage)
ASSUMPTIONS:
- Assume Condor Bess is responsible for 1/2 width improvements
- Assume Prevailing Wage
Demo / Sub Grade Prep Quantity Unit Unit Cost Total
Mobilization (Public Contract General Conditions/Mob)1 (Allow)$12,400 $12,400
Demo/Remove existing AC Pavement 22,148 S.F.$6 $123,586
Demo/Remove existing Curb 744 L.F.$6 $4,613
Remove existing Power Poles (see dry utility estimate)0 EA $0.00 $0
Demo/Remove existing chain link fence 744 L.F.$10 $7,380
Remove existing trees within proposed right-of-way 1 (Allow)$12,400 $12,400
O/X for sub grade prep (assume 2' O/X)1,900 CY $11 $21,204
Export Dirt (Loaded onto trucks - Contractor responsibility to dispose)1,000 CY $19 $18,600
Traffic Control 1 (Allow)$9,920 $9,920
Sub-total $210,103
Storm Improvements
Mobilization (Public Contract General Conditions/Mob)1 (Allow)$12,400 $12,400
18" RCP 197 L.F.$174 $34,199
10' Inlet 2 EA $22,320 $44,640
Dirt Spoil Haul off (Loaded onto trucks - Contractor responsibility to dispose)100 CY $19 $1,860
Tie into existing 1 (Allow)$8,060 $8,060
Sub-total $101,159
Street Improvements
Mobilization (Public Contract General Conditions/Mob)1 LS $37,200 $37,200
Traffic Control 1 LS $6,200 $6,200
Fine Grade Streets 20,903 S.F.$0.62 $12,960
Curb & Gutter
6" Median Curb 320 L.F.$37 $11,904
8" Curb & Gutter 734 L.F.$43 $31,856
Pavement
5" AC on 13" AB 20,903 S.F.$7.56 $158,110
Sidewalks, Approaches & Cobble Median
Steel Grate Sidewalk Crossing 1 LS $19,220 $19,220
4" PCC Sidewalk 4,254 S.F.$7.44 $31,650
Commercial Driveway Approach 231 S.F.$25 $5,729
Handicap Ramp 3 EA $4,960 $14,880
Grouted Cobble Median 1,200 SF $32 $38,688
Signing & Striping
Signing & Striping 1 LS $9,300 $9,300
Sub-total $377,696
Dry Utility
Dry Utility - Contractor Charges 1 LS $374,356 $374,356 Per Morrow Management CE
Dry Utility - Utility Fees 1 LS $345,958 $345,958 Per Morrow Management CE
Street Lights 2 EA $12,400 $24,800
Sub-total $745,114
Landscape
Parkway Landscaping (from face of proposed wall to back of walk)4,154 S.F.$24 $97,868
Sub-total $97,868
TOTAL $1,531,940
20% contingency $306,388
COMMERCE WAY - ESTIMATED COST OF IMPROVEMENTS $1,838,328
08/13/2024 30 of 315
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08/13/2024 31 of 315
Item 4
08/13/2024 32 of 315
north; the northern portion of Grand Terrace High School to the south; commercial and residential
uses to the east; and I-215 to the west. The southern boundary of the Project area is also
approximately 0.27 mile north of Main Street.
The Project encompasses the future development of residential, commercial, public utilities, and
public park and open space uses, including associated on- and off-site infrastructure
improvements (detention basin, roadway improvements, sewer, water, storm drain, dry utilities),
under the guidance of the Gateway Specific Plan.
• Approximately 39 net developable acres of residential development (up to 695 Dwelling
Units)
• Approximately 25 acres of general commercial development (up to 335,700 square feet)
• Development and/or improvement of drainage facilities, utilities, and public streets with
enhanced landscaping
• A newly constructed park that includes a lighted baseball field with a tot-lot/playground.
• A detention basin with open space overlay.
The Project includes a request for the following Ordinance approval:
Ordinance No. 356 Adopting Specific Plan No. 17-01 (Attachment 1) is the adoption of The
Gateway at Grand Terrace Specific Plan document that establishes the necessary plans,
development standards, regulations, zoning, infrastructure requirements, design guidelines and
implementation programs on which subsequent project-related development activities (i.e., future
implementing development projects) are to be founded. It is intended that Site and Architectural
Review, grading permits and building permits, or any other permitting actions applicable to this
area be consistent with the Specific Plan.
ENVIRONMENTAL REVIEW:
At their July 23, 2024, meeting, the City Council certified a Final Environmental Impact Report
(FEIR) (State Clearinghouse No. 2021020110) that was prepared for the Project in accordance
with CEQA Guidelines Section 15064 and addressed the buildout of the Specific Plan area and
its related actions in compliance with CEQA Guidelines §15168. All future activities that relate
to and follow the Specific Plan must be examined for consistency with the EIR to determine if
additional environmental analysis is warranted. Later activities which have been adequately
analyzed under the EIR may not require additional environmental documentation. If an activity
may result in additional effects, or new mitigation measures are needed, a subsequent or
supplemental EIR, or mitigated negative declaration must be prepared (CEQA Guidelines
§15162 and 15163).
All subsequent approvals to develop the Project area shall be consistent with the Specific Plan
and associated environmental documents. Additional environmental documentation will be
required in the future if significant changes are found to have occurred pursuant to Sections
15162 and 15182 of the CEQA guidelines.
CONCLUSION:
Adoption of the Ordinance approves The Gateway at Grand Terrace Specific Plan project.
08/13/2024 33 of 315
FISCAL IMPACT:
None.
ATTACHMENTS:
1) Ordinance No. 356 Specific Plan (SP 17-01)
08/13/2024 34 of 315
ORDINANCE NO. 356
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE,
CALIFORNIA, ADOPTING SPECIFIC PLAN (SP 17-01) FOR THE GATEWAY
AT GRAND TERRACE SPECIFIC PLAN
WHEREAS, Lewis Land Developers, LLC (“Applicant”), has filed an application for
General Plan Amendment (GPA 17-01), Zone Change (ZC 17-02), Zone Change Amendment
(ZCA 24-01), Specific Plan (SP 17-01), Tentative Tract Map No. 20501 (18-01) Development and
Exchange Agreements (AGMT), and Environmental Impact Report for The Gateway at Grand
Terrace Specific Plan (ENV 17-10) including the Findings of Fact and Statement of Overriding
Considerations, and the Mitigation and Monitoring and Reporting Program (MMRP) for approval
to establish The Gateway at Grand Terrace Specific Plan Project; and
WHEREAS, General Plan Amendment (GPA 17-01), Zone Change (ZC 17-02), Zone
Change Amendment (ZCA 24-01), Specific Plan (SP 17-01), Tentative Tract Map No. 20501 (TTM
18-01), Development and Exchange Agreements, and Environmental Impact Report (ENV 17-10)
including the Findings of Fact and Statement of Overriding Considerations, and the MMRP are
collectively referred to as “Project”; and
WHEREAS, the 112-acre project site for the Gateway at Grand Terrace Specific Plan is
to be rezoned “The Gateway at Grand Terrace Specific Plan (GSP)” on the Zoning Map and
designated “The Gateway at Grand Terrace Specific Plan (GSP)” on the General Plan Land Use
Map, generally located east of Interstate 215 (I-215) and is bounded by Commerce Way and an
existing commercial parking lot to the north, the northern portion of Grand Terrace High School
to the south, commercial and residential uses to the east, and I-215 to the west identified as
Assessor’s Parcel Numbers 1167-151-78, 1167-151-79, 1167-161-33, 1167-161-02, 1167-161-
03, 1167-161-04, 1167-161-05, 1167-151-09, 1167-151-12, 1167-151-13, 1167-171-11, 1167-
171-12, 1167-151-20, 1167-151-22, 1167-181-12, 1167-181-13, 1167-151-21, 1167-151-23,
1167-181-01, 1167-151-18, 1167-151-68, 1167-151-65, 1167-151-74, 1167-151-75, 1167-151-
64, 1167-151-73, 1167-151-71, 1167-151-11, 1167-151-14, 1167-151-24, 1167-151-17, 1167-
151-10; and
WHEREAS, the application for Specific Plan 17-01 will carry out the goals and objectives
of the community's General Plan, with respect to commercial, office industrial and residential
development within the 112-acre project site known as The Gateway at Grand Terrace Specific
Plan (GSP), which is a comprehensive plan for land use, development regulations, design
guidelines, development incentives and other related actions; and
WHEREAS, on June 6, 2024, the Planning Commission/Site and Architectural Review
Board conducted a duly noticed public hearing on the Project at the Grand Terrace Council
Chambers located at 22795 Barton Road, Grand Terrace, California 92313; and adopted
Resolution No. 2024-04 recommending the following actions to the City Council: a. Recommend
the City Council certify the Final Environmental Impact Report (Final EIR) (SCH #2021020110);
b. Recommend the City Council adopt the Findings of Fact and Statement of Overriding
Considerations; c. Recommend the City Council adopt the Mitigation Monitoring and Reporting
Program; and d. Recommend the City Council approve The Gateway at Grand Terrace Specific
Plan (1701); General Plan Amendment (17-01), Zone Change (17-02), Zone Change Amendment
(24-01), Tentative Tract Map 20501 (18-01); and
Attachment 1
08/13/2024 35 of 315
WHEREAS, also on June 6, 2024, the Planning Commission adjourned the public hearing
to a date certain, June 20, 2024, and continued the consideration of the development agreement
to the same date; and
WHEREAS, on June 20, 2024, the Planning Commission re-opened the adjourned duly
noticed public hearing, received all of the information presented by staff, Developer, heard public
testimony and considered all of the background information, and closed the public hearing;
concluded the hearing on said date by adopting Resolution No. 2024-05 recommending the City
Council approve a Development Agreement by and between the City of Grand Terrace and Lewis
Land Developers, LLC A Delaware Limited Liability Company Pursuant to Article 2.5 of Chapter
4 of Division 1 of Title 7, Sections 65864 through 65869.5 of the Government Code and Article
XI, Section 2 of the California Constitution; and
WHEREAS, on July 23, 2024, the City Council held a duly noticed public hearing to
consider The Gateway at Grand Terrace Specific Plan “Project”, and during the public hearing on
the Project the City Council adopted Resolution No. 2024-__ certifying the Final Environmental
Impact Report, adopted Environmental Findings of Fact and Statement of Overriding
Considerations, and adopted a Mitigation Monitoring and Reporting Program (ENV 17-10); and
WHEREAS, notice of the City Council Public Hearing concerning this Ordinance was duly
published in a local newspaper at least ten (10) days prior to the Public Hearing and posted by
the City Clerk in compliance with the City’s Zoning Code and City Council Resolution No. 2019-
24, Expanded Public Noticing and Outreach Policy for Public Hearings and Public Workshops;
and
WHEREAS, on July 23, 2024, the City Council of the City of Grand Terrace introduced
and conducted a first reading of this Ordinance, held a duly noticed Public Hearing with respect
thereto, and considered testimony and evidence at the Public Hearing; and
WHEREAS, on August 13, 2024, the City Council of the City of Grand Terrace conducted
a second reading and adoption of this Ordinance; and
WHEREAS, pursuant to the California Environmental Quality Act (CEQA) the Specific
Plan 17-01 has been considered in the Environmental Impact Report (SCH No. 2021020110)
prepared for the Project, and the approval of the Specific Plan 17-01 is consistent with the analysis
contained therein; and
WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF GRAND TERRACE DOES
ORDAIN AS FOLLOWS:
SECTION 1. The City Council hereby specifically finds that all the facts set forth in the
above Recitals are true and correct and incorporated herein by this reference and made a part
hereof.
SECTION 2. The City Council hereby finds that the Environmental Impact Report (EIR)
for The Gateway at Grand Terrace Specific Plan (State Clearinghouse (SCH) NO. 2021020110),
including the Mitigation Monitoring and Reporting Program and Findings of Fact and Statement
of Overriding Considerations (ENV 17-10) adequately describes the Project and its potential
08/13/2024 36 of 315
impacts, as well as the impacts potentially resulting from the approval of Specific Plan 17-01 for
the purposes of CEQA review, and Specific Plan 17-01 is consistent with the analysis of the
Project within the City Council certified Final Environmental Impact Report, adopted Mitigation
Monitoring and Reporting Program, adopted Findings of Fact, and adopted Statement of
Overriding Considerations.
SECTION 3. Based upon the forgoing and all oral and written testimony by members of
the public and City staff (including, but not limited to, staff reports and attachments) made at the
Public Hearing, the City Council makes the following findings pursuant to Grand Terrace M:
1)Finding: The Specific Plan will carry out the goals and objectives of the community's
General Plan, with respect to commercial, office industrial and residential development.
Facts in Support of Finding: The Gateway at Grand Terrace Specific Plan is consistent
with the City’s General Plan and would provide detailed policies, standards, and criteria
for future development or redevelopment of the 112-acre area. The Gateway at Grand
Terrace Specific Plan would establish a policy environment that would promote the infill
and comprehensive development of the area with locally serving businesses, amenities,
and urban living opportunities while eliminating the under-utilized parcels. The Gateway
at Grand Terrace Specific Plan is found to be consistent with the City’s General Plan
including the following General Plan goals:
•Goal 2.1. Provide for balanced growth which seeks to provide a wide
range of employment and housing opportunities and maintenance of a
healthy, diversified community.
•Goal 2.3 Provide a wide range of retail and service commercial
opportunities designed to meet the needs of the City’s residents,
businesses, and visitors while also providing employment opportunities.
2)Finding: The Specific Plan will provide comprehensive plans for land use, development
regulations, design guidelines, development incentives and other related actions.
Facts in Support of Finding: Consistent with Government Code section 65451, the
Gateway at Grand Terrace Specific Plan includes a comprehensive plan for land use,
development, infrastructure, essential facilities, financing, and a program of
implementation measures within the Specific Plan area. The Gateway at Grand Terrace
Specific Plan is consistent with the City of Grand Terrace Municipal Code and the
Objective Design Standards contained within. The Project site would be designated
Specific Plan on the General Plan Land Use Map. Specific Plans are used to provide more
detailed regulatory guidance for special areas or large developments within the City. The
Gateway at Grand Terrace Specific Plan was determined to be consistent with the
Municipal Code. The Specific Plan would promote strategic growth throughout the Specific
Plan area through the inclusion of mixed-use development along the I-215 corridor and
the streamlining of environmental review for implementing projects.
3)Finding: In the event a conflict exists between the specific plan and any previous technical
master plan or any portion of Title 18 - ZONING of the Grand Terrace Municipal Code as
it may relate to properties within the specific plan area, the applicable specific plan for the
08/13/2024 37 of 315
planning area shall supersede. If a specific issue is not addressed in the
applicable specific plan, the regulations as specified in this title shall apply.
Facts in Support of Finding: The Gateway at Grand Terrace Specific Plan will not be
detrimental to the health, safety, morals, comfort, or general welfare of the persons
residing or working within the neighborhood of the amendment or injurious to property or
improvements in the neighborhood or within the City because the Specific Plan is at a
program level and no specific project is being processed concurrently at this time. Future
implementing projects will be reviewed on a case-by-case basis in order to determine any
potential impacts to the environment or the community as a whole. The Gateway at Grand
Terrace Specific Plan is applicable to the planning area and shall supersede any previous
technical master plan or any portion of Title 18 -Zoning of the Grand Terrace Municipal
Code.
SECTION 4. If any section, subsection, subdivision, paragraph, sentence, clause, or
phrase contained approved by this Ordinance, or any part thereof, is for any reason held to be
unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall
not affect the validity of effectiveness of the remaining portions of this Ordinance or any part
thereof. The City Council of Grand Terrace hereby declares that it would have passed each
section, subsection, subdivision, paragraph, sentence, clause, or phrase thereof irrespective of
the fact that any one or more subsections, subdivisions, paragraphs, sentences, clauses, or
phrases are declared unconstitutional, invalid, or ineffective.
SECTION 5. First read at a regular meeting of the City Council held on the 23rd day of
July 2024, and adopted the Ordinance after the second reading at a regular meeting held on the
13th day of August 2024.
SECTION 6. Based upon the forgoing and all oral and written communications from
members of the public and City staff (including, but not limited to, all oral and written staff reports
and attachments) presented at the July 23, 2024, Public Hearing, the City Council hereby
approves Specific Plan 17-01 for The Gateway at Grand Terrace Specific Plan (GSP) shown on
Exhibit A, attached hereto.
SECTION 7. The Mayor shall sign, and the City Clerk shall certify to the passage and
adoption of this Ordinance and shall cause the same to be published and posted pursuant to the
provisions of law in that regard and this Ordinance shall take effect thirty (30) days after its final
passage.
APPROVED AND ADOPTED by the City Council of the City of Grand Terrace, California,
at a regular meeting held on the 13th day of August 2024.
Signatures on Following Page
08/13/2024 38 of 315
__________________________
Mayor Bill Hussey
ATTEST:
Debra L. Thomas
City Clerk
APPROVED AS TO FORM:
Adrian R. Guerra
City Attorney
08/13/2024 39 of 315
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) SS.
CITY OF GRAND TERRACE )
I Debra Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO
HEREBY CERTIFY that the foregoing Ordinance was duly passed, approved and adopted by the
City Council at a regular meeting of said City Council held on the 13th day of August 2024, and
that and that it was adopted by the called vote as follows:
AYES:
NOES:
ABSENT:
ABSTAIN:
RECUSE:
Executed this 13th day of August 2024, at Grand Terrace, California.
___________________________
Debra L. Thomas
City Clerk
08/13/2024 40 of 315
THE GATEWAY AT GRAND TERRACE
SPECIFIC PLAN PROJECT
(Click on Attachment to open)
Attachment 1 – The Gateway at Grand Terrace Specific Plan Project
08/13/2024 41 of 315
Item 5
08/13/2024 42 of 315
BACKGROUND INFORMATION:
At their July 23, 2024, meeting, the City Council acted to approve The Gateway at Grand Terrace
Specific Plan project which included a 1st Reading of an Ordinance for Zone Change (17-02) and
Zone Change Amendment (24-01). The Project area consists of 32 parcels on approximately 112
acres and is located in the southwest portion of the City and bounded by Commerce Way and an
existing commercial parking lot to the north; the northern portion of Grand Terrace High School
to the south; commercial and residential uses to the east; and I-215 to the west. The southern
boundary of the Project area is also approximately 0.27 mile north of Main Street.
The Project encompasses the future development of residential, commercial, public utilities, and
public park and open space uses, including associated on- and off-site infrastructure
improvements (detention basin, roadway improvements, sewer, water, storm drain, dry utilities),
under the guidance of the Gateway Specific Plan.
• Approximately 39 net developable acres of residential development (up to 695 Dwelling
Units)
• Approximately 25 acres of general commercial development (up to 335,700 square feet)
• Development and/or improvement of drainage facilities, utilities, and public streets with
enhanced landscaping
• A newly constructed park that includes a lighted baseball field with a tot-lot/playground.
• A detention basin with open space overlay.
The Project includes a request for the following Ordinance approval:
Ordinance Adopting Zone Change No. 17-02 / Zone Change Amendment 24-01 (Attachment 1)
changes the existing zones from CM – Commercial Manufacturing, M2 – Industrial, and MR –
Restricted Manufacturing to The Gateway at Grand Terrace Specific Plan (GSP) in the Zoning
Code and on the Zoning Map.
ENVIRONMENTAL REVIEW:
At their July 23, 2024, meeting, the City Council certified a Final Environmental Impact Report
(FEIR) (State Clearinghouse No. 2021020110) that was prepared for the Project in accordance
with CEQA Guidelines Section 15064 and addressed the buildout of the Specific Plan area and
its related actions in compliance with CEQA Guidelines §15168. All future activities that relate
to and follow the Specific Plan must be examined for consistency with the EIR to determine if
additional environmental analysis is warranted. Later activities which have been adequately
analyzed under the EIR may not require additional environmental documentation. If an activity
may result in additional effects, or new mitigation measures are needed, a subsequent or
supplemental EIR, or mitigated negative declaration must be prepared (CEQA Guidelines
§15162 and 15163).
All subsequent approvals to develop the Project area shall be consistent with the Specific Plan
and associated environmental documents. Additional environmental documentation will be
required in the future if significant changes are found to have occurred pursuant to Sections
15162 and 15182 of the CEQA guidelines.
08/13/2024 43 of 315
CONCLUSION:
Adoption of the Ordinance approves Zone Change No. 17-02 / Zone Change Amendment 24-01
to add The Gateway at Grand Terrace Specific Plan (GSP) in the Zoning Code and on the Zoning
Map.
FISCAL IMPACT:
None.
ATTACHMENTS:
1) Ordinance No. 357 Zone Change No. 17-02 / Zone Change Amendment 24-01
08/13/2024 44 of 315
ORDINANCE NO. 357
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE,
CALIFORNIA, ADOPTING ZONE CHANGE (ZC 17-02) AND ZONE CHANGE
AMENDMENT (ZCA 24-01) FOR THE GATEWAY AT GRAND TERRACE
SPECIFIC PLAN, AND REPEALING AND REPLACING CHAPTER 18.09
(DISTRICTS AND MAP) AND CHAPTER 18.20 (SPECIFIC PLAN DISTRICTS)
OF TITLE 18 (ZONING) OF THE GRAND TERRACE MUNICIPAL CODE IN
THEIR ENTIRETY
WHEREAS, Lewis Land Developers, LLC (“Applicant”), has filed an application for
General Plan Amendment (GPA 17-01), Zone Change (ZC 17-02), Zone Change Amendment
(ZCA 24-01), Specific Plan (SP 17-01), Tentative Tract Map No. 20501 (18-01) Development and
Exchange Agreements (AGMT), and Environmental Impact Report for The Gateway at Grand
Terrace Specific Plan (ENV 17-10) including the Findings of Fact and Statement of Overriding
Considerations, and the Mitigation and Monitoring and Reporting Program (MMRP) for approval
to establish The Gateway at Grand Terrace Specific Plan Project; and
WHEREAS, General Plan Amendment (GPA 17-01), Zone Change (ZC 17-02), Zone
Change Amendment (ZCA 24-01), Specific Plan (SP 17-01), Tentative Tract Map No. 20501 (TTM
18-01), Development and Exchange Agreements, and Environmental Impact Report (ENV 17-10)
including the Findings of Fact and Statement of Overriding Considerations, and the MMRP are
collectively referred to as “Project”; and
WHEREAS, the 112-acre project site for the Gateway at Grand Terrace Specific Plan is
to be rezoned “The Gateway at Grand Terrace Specific Plan (GSP)” on the Zoning Map and
designated “The Gateway at Grand Terrace Specific Plan (GSP)” on the General Plan Land Use
Map, generally located east of Interstate 215 (I-215) and is bounded by Commerce Way and an
existing commercial parking lot to the north, the northern portion of Grand Terrace High School
to the south, commercial and residential uses to the east, and I-215 to the west identified as
Assessor’s Parcel Numbers 1167-151-78, 1167-151-79, 1167-161-33, 1167-161-02, 1167-161-
03, 1167-161-04, 1167-161-05, 1167-151-09, 1167-151-12, 1167-151-13, 1167-171-11, 1167-
171-12, 1167-151-20, 1167-151-22, 1167-181-12, 1167-181-13, 1167-151-21, 1167-151-23,
1167-181-01, 1167-151-18, 1167-151-68, 1167-151-65, 1167-151-74, 1167-151-75, 1167-151-
64, 1167-151-73, 1167-151-71, 1167-151-11, 1167-151-14, 1167-151-24, 1167-151-17, 1167-
151-10; and
WHEREAS, the adoption of The Gateway at Grand Terrace Specific Plan requires
amendments to be made to City’s Title 18 Zoning Code and Zoning Map; and
WHEREAS, the application for Zone Change 17-02 amends the Zoning Ordinance to
describe and identify the new zoning designation of the 112-acre project site known as The
Gateway at Grand Terrace Specific Plan (GSP) for consistency purposes; and
WHEREAS, the application for Zone Change Amendment 24-01 amends the Zoning Map
to identify the new zoning designation of the 112-acre project site known as The Gateway at
Grand Terrace Specific Plan (GSP) for consistency purposes; and
WHEREAS, on June 6, 2024, the Planning Commission/Site and Architectural Review
Attachment 1
08/13/2024 45 of 315
Board conducted a duly noticed public hearing on the Project at the Grand Terrace Council
Chambers located at 22795 Barton Road, Grand Terrace, California 92313; and adopted
Resolution No. 2024-04 recommending the following actions to the City Council: a. Recommend
the City Council certify the Final Environmental Impact Report (Final EIR) (SCH #2021020110);
b. Recommend the City Council adopt the Findings of Fact and Statement of Overriding
Considerations; c. Recommend the City Council adopt the Mitigation Monitoring and Reporting
Program; and d. Recommend the City Council approve The Gateway at Grand Terrace Specific
Plan (1701); General Plan Amendment (17-01), Zone Change (17-02), Zone Change Amendment
(24-01), Tentative Tract Map 20501 (18-01); and
WHEREAS, also on June 6, 2024, the Planning Commission adjourned the public hearing
to a date certain, June 20, 2024, and continued the consideration of the development agreement
to the same date; and
WHEREAS, on June 20, 2024, the Planning Commission re-opened the adjourned duly
noticed public hearing, received all of the information presented by staff, Developer, heard public
testimony and considered all of the background information, and closed the public hearing; and
concluded the hearing on said date by adopting Resolution No. 2024-05 recommending the City
Council approve a Development Agreement by and between the City of Grand Terrace and Lewis
Land Developers, LLC A Delaware Limited Liability Company Pursuant to Article 2.5 of Chapter
4 of Division 1 of Title 7, Sections 65864 through 65869.5 of the Government Code and Article
XI, Section 2 of the California Constitution; and
WHEREAS, on July 23, 2024, the City Council held a duly noticed public hearing to
consider The Gateway at Grand Terrace Specific Plan “Project”, and during the public hearing on
the Project the City Council adopted Resolution No. 2024-27 certifying the Final Environmental
Impact Report, adopted Environmental Findings of Fact and Statement of Overriding
Considerations, and adopted a Mitigation Monitoring and Reporting Program (ENV 17-10); and
WHEREAS, notice of the City Council Public Hearing concerning this Ordinance was duly
published in a local newspaper at least ten (10) days prior to the Public Hearing and posted by
the City Clerk in compliance with the City’s Zoning Code and City Council Resolution No. 2019-
24, Expanded Public Noticing and Outreach Policy for Public Hearings and Public Workshops;
and
WHEREAS, on July 23, 2024, the City Council of the City of Grand Terrace introduced
and conducted a first reading of this Ordinance, held a duly noticed Public Hearing with respect
thereto, and considered testimony and evidence at the Public Hearing; and
WHEREAS, on August 13, 2024, the City Council of the City of Grand Terrace conducted
a second reading and adoption of this Ordinance; and
WHEREAS, pursuant to the California Environmental Quality Act (CEQA) the Zone
Change 17-02 and Zone Change Amendment 24-01 have been considered in the Environmental
Impact Report (SCH No. 2021020110) prepared for the Project, and the approval of the Zone
Change 17-02 and Zone Change Amendment 24-01 are consistent with the analysis contained
therein; and
WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.
08/13/2024 46 of 315
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF GRAND TERRACE DOES
ORDAIN AS FOLLOWS:
SECTION 1. The City Council hereby specifically finds that all the facts set forth in the
above Recitals, are true and correct and incorporated herein by this reference and made a part
hereof.
SECTION 2. The City Council hereby finds that the Environmental Impact Report (EIR)
for The Gateway at Grand Terrace Specific Plan (State Clearinghouse (SCH) NO. 2021020110),
including the Mitigation Monitoring and Reporting Program and Findings of Fact and Statement
of Overriding Considerations (ENV 17-10) adequately describes the Project and its potential
impacts, as well as the impacts potentially resulting from the approval of Zone Change 17-02 and
Zone Change Amendment 24-01 for the purposes of CEQA review, and Zone Change 17-02 and
Zone Change Amendment 24-01 are consistent with the analysis of the Project within the City
Council certified Final Environmental Impact Report, adopted Mitigation Monitoring and Reporting
Program, adopted Findings of Fact, and adopted Statement of Overriding Considerations.
SECTION 3. Based upon the forgoing and all oral and written testimony by members of
the public and City staff (including, but not limited to, staff reports and attachments) made at the
Public Hearing, the City Council determines the findings for Zone Change (ZC) 17-02 and Zone
Change Amendment (ZCA) 24-01 pursuant to Grand Terrace Municipal Code Section
§18.90.040, which can be made supporting the project application as follows:
1) Finding: The amendment will not be detrimental to the health, safety, morals, comfort or
general welfare of the persons residing or working within the neighborhood of the
amendment or within the City.
Facts in Support of Finding: The zone change to add The Gateway at Grand Terrace
Specific Plan (GSP) Zone to the Grand Terrace Zoning Code and Grand Terrace Zoning
Map will not be detrimental to the health, safety, morals, comfort or general welfare of the
persons residing or working within the area of the amendment for the GSP or injurious to
property or improvements in the area of the GSP or within the City because they promote
a variety of planned residential and commercial development within the City. The
Gateway at Grand Terrace Specific Plan is consistent with the City of Grand Terrace
Municipal Code and the Objective Design Standards contained within. The Gateway at
Grand Terrace Specific Plan was determined to be consistent with the Municipal Code.
The Specific Plan would promote strategic growth throughout the Specific Plan area
through the inclusion of mixed-use development along the I-215 corridor and the
streamlining of environmental review for implementing projects.
2) Finding: The amendment will not be: Injurious to property or improvements in the
neighborhood or within the City.
Facts in Support of Finding: The Zone Change Amendment (ZCA) 24-01 to amend the
City’s Municipal Code will not be injurious to property improvements within neighborhoods
in the City because ZCA 24-01 is clarifying the municipal code for all who reference it so
no confusion exists with respect to the identification of The Gateway at Grand Terrace
Specific Plan with the City of Grand Terrace. The Gateway at Grand Terrace Specific
Plan designation would provide detailed policies, standards, and criteria for future
development or redevelopment of the 112-acre area. The Gateway at Grand Terrace
08/13/2024 47 of 315
Specific Plan would establish a policy environment that would promote the infill and
comprehensive development of the area with locally serving businesses, amenities, and
urban living opportunities while eliminating the under-utilized parcels.
3) Finding: The amendment will be consistent with the latest adopted general plan.
Facts in Support of Finding: The Zone Change Amendment to establish the GSP Zone
in the Grand Terrace Zoning Code and on the Grand Terrace Zoning Map will be
consistent with the latest adopted General Plan as General Plan Amendment 17-01 is
being processed concurrently to revise the General Plan Land Use Element to ensure the
GSP Zone is consistent between the General Plan and Zoning Code. The Gateway at
Grand Terrace Specific Plan is found to be consistent with the City’s General Plan
including the following General Plan goals:
• Goal 2.1. Provide for balanced growth which seeks to provide a wide range
of employment and housing opportunities and maintenance of a healthy,
diversified community.
• Goal 2.3 Provide a wide range of retail and service commercial
opportunities designed to meet the needs of the City’s residents,
businesses, and visitors while also providing employment opportunities.
SECTION 4. Title 18 (Zoning) Chapter 18.09 (Districts and Map) of the Grand Terrace
Municipal Code is hereby repealed and replaced to read in its entirety as follows:
“Chapter 18.09 DISTRICTS AND MAP
Sections:
18.09.010 Purpose.
The purpose of this Chapter is to establish the various zoning districts within the City.
(Ord. 126 § 2, Exh. A(part), 1990)
18.09.020 Districts established.
The following zoning districts are established:
RH Hillside Residential District
R1-20 Very Low Density Single Family Residential District
R1-10 Low Density Single Family Residential District
R1-7.2 Single Family Residential District
R2 Low Medium Density Residential District
R3 Medium Density Residential District
R3-S Multiple Family Senior Citizen
R3-20 Medium High Density Residential District
R3-24 High Density Residential District
BRSP Barton Road Specific Plan District
AP Administrative Professional Office District
C2 General Business District
08/13/2024 48 of 315
CM Commercial Manufacturing District
MR Restricted Manufacturing District
M2 Industrial District
PUB Public Facilities District
FP Floodplain Overlay District
AG Agricultural Overlay District
R3-24 High Density Residential Overlay District
GSP The Gateway at Grand Terrace Specific Plan
(Ord. No. 298 , § 7, 10-11-2016; Ord. No. 264, § 10, 6-12-2012 ; Ord. 126 § 2, Exh. A(part), 1990;
(Ord. 357, 8-13-2024)
18.09.030 Designation on map and adoption of map.
The designations, locations and boundaries of the districts established are delineated upon
the official zoning map on file with the Planning Department. This map and all notations and
information thereon, which may be amended from time to time, are made a part of this Title by
reference.
(Ord. 126 § 2, Exh. A(part), 1990)
18.09.040 Applicability of regulations.
The uses described in this Title will be allowed and the regulations set out in this Title shall
apply in the districts established in this Chapter.
(Ord. 126 § 2, Exh. A(part), 1990)
18.09.050 Boundary uncertainties.
Where uncertainty exists as to the boundaries of any districts shown on the zoning map, the
following rules shall apply:
A.Where such boundaries are indicated as approximately following street and alley lines,
such lines shall be construed to be such boundaries.
B.Where an uncertainty exists, the Planning Commission shall determine the location of
boundaries.
C.Where a public street or alley is officially vacated or abandoned, the regulations applicable
to the parcel to which it reverts shall apply to such vacated or abandoned street or alley.
(Ord. 126 § 2, Exh. A(part), 1990)”
SECTION 5. Title 18 (Zoning) Chapter 18.20 (Specific Plan District) of the Grand Terrace
Municipal Code is hereby repealed and replaced to read in its entirety as follows:
“Chapter 18.20 SPECIFIC PLAN DISTRICTS
Sections:
08/13/2024 49 of 315
18.20.010 Purpose.
The specific plans as referenced in this chapter are intended to carry out the goals and
objectives of the community's general plan, with respect to commercial, office industrial and
residential development. To achieve this purpose the specific plans provide comprehensive plans
for land use, development regulations, design guidelines, development incentives and other
related actions. In the event a conflict exists between the specific plans and any previous technical
master plan or any portion of this Title 18 of the Grand Terrace Municipal Code as it may relate
to properties within the specific plan area, the applicable specific plan for the planning area shall
supersede. If a specific issue is not addressed in the applicable specific plan, the regulations as
specified in this title shall apply.
(Ord. 148 § 1(part), 1994: Ord. 134 § 1, Exhs. A, C, 1991; Ord. 126 § 2, Exh. A(part), 1990)
18.20.020 Barton Road specific plan.
The Barton Road specific plan as referenced is located along Barton Road. It contains
guidelines for commercial and office development within three subareas of the specific plan:
General Commercial (GC), Village Commercial (VC) and Office/Professional (AP).
The Barton Road specific plan, as adopted on January 11, 1990 and as may be amended
thereafter, is made a part of this title in its entirety.
(Ord. 148 § 1(part), 1994: Ord. 126 § 2, Exh. A(part), 1990)
18.20.030 Forest City Dillon specific plans (Phase I and Phase II).
The Forest City Dillon specific plans as referenced are located along Mt. Vernon Avenue.
They contain guidelines for multiple density residential development. The project consists of two
specific plans for the two phased development. Phase I contains two hundred forty-eight units
and Phase II three hundred eight units. The Forest City Dillon Phase I specific plan (SP-84-02)
was approved in 1985 and Phase II specific plan (SP-87-01) was approved in 1988 and as may
be amended, thereafter, is made a part of this title in its entirety.
(Ord. 148 § 1(part), 1994)
18.20.040 Kruse specific plan.
The Kruse specific plan as referenced is located on the top of Blue Mountain, end of Blue
Mountain Road. It contains guidelines for residential development on the hillside as required. The
guidelines specifically address accessory structures as they pertain to residential districts. The
project contains microwave tower and satellite dishes with two accessory structures. The Kruse
specific plan as adopted on December 10, 1992 and as may be amended, thereafter, is made a
part of this title in its entirety.
(Ord. 148 § 1(part), 1994)
08/13/2024 50 of 315
18.20.040 The Gateway at Grand Terrace Specific Plan
The Gateway at Grand Terrace Specific Plan is an approximately 112-acre site that is
generally located east of Interstate 215 and is bounded by Commerce Way and an existing
commercial parking lot to the north, the northern portion of Grand Terrace High School to the
south, commercial and residential uses to the east, and I-215 to the west. The Specific Plan
guidelines provide the general framework for future development of a mixed-use development
that would consist of the following: Approximately 43 acres of residential development (up to 695
dwelling units); approximately 25 acres of general commercial development (up to 335,700
square feet); development and/or improvement of drainage facilities, utilities, and public streets
with enhanced landscaping; a park that includes a lighted baseball field with a tot-lot / playground;
and a detention basin with open space overlay. The Gateway at Grand Terrace Specific Plan (SP
17-01) as adopted on August 13, 2024 and as may be amended, thereafter, is made a part of this
title in its entirety.
(Ord. 357 , 8-13-2024)”
SECTION 6. If any section, subsection, subdivision, paragraph, sentence, clause, or
phrase contained approved by this Ordinance, or any part thereof, is for any reason held to be
unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall
not affect the validity of effectiveness of the remaining portions of this Ordinance or any part
thereof. The City Council of Grand Terrace hereby declares that it would have passed each
section, subsection, subdivision, paragraph, sentence, clause, or phrase thereof irrespective of
the fact that any one or more subsections, subdivisions, paragraphs, sentences, clauses, or
phrases are declared unconstitutional, invalid, or ineffective.
SECTION 7. First read at a regular meeting of the City Council held on the 23rd day of July
2024, and adopted the Ordinance after the second reading at a regular meeting held on the 13th
day of August 2024.
SECTION 8. Based upon the forgoing and all oral and written communications from
members of the public and City staff (including, but not limited to, all oral and written staff reports
and attachments) presented at the July 23, 2024, Public Hearing, the City Council hereby adopts
Ordinance No. 357 approving Zone Change (ZC 17-02) and Zone Change Amendment (ZCA 24-
01) to add The Gateway at Grand Terrace Specific Plan (GSP) to Title 18 of the Municipal Code
as outlines in the redlined Zoning Code Chapters attached as Exhibit A and the revised Zoning
Map in Exhibit B, attached hereto.
SECTION 9. The Mayor shall sign, and the City Clerk shall certify to the passage and
adoption of this Ordinance and shall cause the same to be published and posted pursuant to the
provisions of law in that regard and this Ordinance shall take effect thirty (30) days after its final
passage.
APPROVED AND ADOPTED by the City Council of the City of Grand Terrace, California,
at a regular meeting held on the 13th day of August 2024.
Signatures on Following Page
08/13/2024 51 of 315
__________________________
Mayor Bill Hussey
ATTEST:
Debra L. Thomas
City Clerk
APPROVED AS TO FORM:
Adrian R. Guerra
City Attorney
08/13/2024 52 of 315
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) SS.
CITY OF GRAND TERRACE )
I Debra Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO
HEREBY CERTIFY that the foregoing Ordinance was duly passed, approved and adopted by the
City Council at a regular meeting of said City Council held on the 13th day of August 2024, and
that and that it was adopted by the called vote as follows:
AYES:
NOES:
ABSENT:
ABSTAIN:
RECUSE:
Executed this 13th day of August 2024, at Grand Terrace, California.
___________________________
Debra L. Thomas
City Clerk
08/13/2024 53 of 315
Chapter 18.09 DISTRICTS AND MAP
Sections:
18.09.010 Purpose.
The purpose of this Chapter is to establish the various zoning districts within the City.
(Ord. 126 § 2, Exh. A(part), 1990)
18.09.020 Districts established.
The following zoning districts are established:
RH Hillside Residential District
R1-20 Very Low Density Single Family Residential District
R1-10 Low Density Single Family Residential District
R1-7.2 Single Family Residential District
R2 Low Medium Density Residential District
R3 Medium Density Residential District
R3-S Multiple Family Senior Citizen
R3-20 Medium High Density Residential District
R3-24 High Density Residential District
BRSP Barton Road Specific Plan District
AP Administrative Professional Office District
C2 General Business District
CM Commercial Manufacturing District
MR Restricted Manufacturing District
M2 Industrial District
PUB Public Facilities District
FP Floodplain Overlay District
AG Agricultural Overlay District
R3-24
High Density Residential Overlay District
GSP The Gateway at Grand Terrace Specific Plan
(Ord. No. 298 , § 7, 10-11-2016; Ord. No. 264, § 10, 6-12-2012 ; Ord. 126 § 2, Exh. A(part), 1990; (Ord. 357 , 8-13-
2024)
18.09.030 Designation on map and adoption of map.
The designations, locations and boundaries of the districts established are delineated upon the official zoning
map on file with the Planning Department. This map and all notations and information thereon, which may be
amended from time to time, are made a part of this Title by reference.
08/13/2024 54 of 315
(Ord. 126 § 2, Exh. A(part), 1990)
18.09.040 Applicability of regulations.
The uses described in this Title will be allowed and the regulations set out in this Title shall apply in the
districts established in this Chapter.
(Ord. 126 § 2, Exh. A(part), 1990)
18.09.050 Boundary uncertainties.
Where uncertainty exists as to the boundaries of any districts shown on the zoning map, the following rules
shall apply:
A.Where such boundaries are indicated as approximately following street and alley lines, such lines shall
be construed to be such boundaries.
B.Where an uncertainty exists, the Planning Commission shall determine the location of boundaries.
C.Where a public street or alley is officially vacated or abandoned, the regulations applicable to the
parcel to which it reverts shall apply to such vacated or abandoned street or alley.
(Ord. 126 § 2, Exh. A(part), 1990)
Chapter 18.20 SPECIFIC PLAN DISTRICTS
Sections:
18.20.010 Purpose.
The specific plans as referenced in this chapter are intended to carry out the goals and objectives of the
community's general plan, with respect to commercial, office industrial and residential development. To achieve
this purpose the specific plans provide comprehensive plans for land use, development regulations, design
guidelines, development incentives and other related actions. In the event a conflict exists between the specific
plans and any previous technical master plan or any portion of this Title 18 of the Grand Terrace Municipal Code as
it may relate to properties within the specific plan area, the applicable specific plan for the planning area shall
supersede. If a specific issue is not addressed in the applicable specific plan, the regulations as specified in this title
shall apply.
(Ord. 148 § 1(part), 1994: Ord. 134 § 1, Exhs. A, C, 1991; Ord. 126 § 2, Exh. A(part), 1990)
18.20.020 Barton Road specific plan.
The Barton Road specific plan as referenced is located along Barton Road. It contains guidelines for
commercial and office development within three subareas of the specific plan: General Commercial (GC), Village
Commercial (VC) and Office/Professional (AP).
The Barton Road specific plan, as adopted on January 11, 1990 and as may be amended thereafter, is made a
part of this title in its entirety.
(Ord. 148 § 1(part), 1994: Ord. 126 § 2, Exh. A(part), 1990)
08/13/2024 55 of 315
18.20.030 Forest City Dillon specific plans (Phase I and Phase II).
The Forest City Dillon specific plans as referenced are located along Mt. Vernon Avenue. They contain
guidelines for multiple density residential development. The project consists of two specific plans for the two
phased development. Phase I contains two hundred forty-eight units and Phase II three hundred eight units. The
Forest City Dillon Phase I specific plan (SP-84-02) was approved in 1985 and Phase II specific plan (SP-87-01) was
approved in 1988 and as may be amended, thereafter, is made a part of this title in its entirety.
(Ord. 148 § 1(part), 1994)
18.20.040 Kruse specific plan.
The Kruse specific plan as referenced is located on the top of Blue Mountain, end of Blue Mountain Road. It
contains guidelines for residential development on the hillside as required. The guidelines specifically address
accessory structures as they pertain to residential districts. The project contains microwave tower and satellite
dishes with two accessory structures. The Kruse specific plan as adopted on December 10, 1992 and as may be
amended, thereafter, is made a part of this title in its entirety.
(Ord. 148 § 1(part), 1994)
18.20.040 The Gateway at Grand Terrace Specific Plan
The Gateway at Grand Terrace Specific Plan is approximately 112-acre site that is generally located east of
Interstate 215 and is bounded by Commerce Way and an existing commercial parking lot to the north, the
northern portion of Grand Terrace High School to the south, commercial and residential uses to the east, and I-215
to the west. The Specific Plan guidelines provide the general framework for future development of a mixed-use
development that would consist of the following: Approximately 43 acres of residential development (up to 695
dwelling units); approximately 25 acres of general commercial development (up to 335,700 square feet);
development and/or improvement of drainage facilities, utilities, and public streets with enhanced landscaping; a
park that includes a lighted baseball field with a tot-lot/playground; and a detention basin with open space
overlay. The Gateway at Grand Terrace Specific Plan (SP 17-01) as adopted on August 13, 2024, and as may be
amended, thereafter, is made a part of this title in its entirety.
(Ord. 357, 8-13-2024)
08/13/2024 56 of 315
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R3-24 High Density Residential District
ZONING DISTRICTS
RH: Hillside Residential District
R1-10: Low Density Single Family Residential District
R1-7.2: Single Family Residential District
R2: Low Medium Density Residential District
R3: Medium Density Residential District
R3-S: Multiple Family Senior Citizen
R3-20: Medium High Density Residential District
AP: Administrative Professional Office District
C2: General Business District
CM: Commercial Manufacturing District
MR: Restricted Manufacturing District
M2: Industrial District
PUB: Public Facilities District
FP: Floodplain Overlay District
AG: Agricultural Overlay District
R3-24: High Density Residential Overlay District
GATEWAY SPECIFIC PLAN ZONING DISTRICTS
The Gateway at Grand Terrace Specific Plan District Specific Plan (GSP)
N
S
W E
GC: General Commercial
R4-20: Residential 4-20 DU/AC
P: Park
DF: Drainage Facilities
OS: Open Space
U: Utilities
Utility / R4-20 Overlay
Utility / GC Overlay
Open Space Overlay
R1-20: Very Low Density Single Family Residential District
City of Grand Terrace Zoning Map
Note: This is a reference map only. Not to Scale.
For detailed information, please consult with the Grand Terrace Planning Department.
Amended: July 13, 2010, Ord. No. 251; August 9, 2011, Ord. No. 258; June 12, 2012, Ord. No. 264; October 11, 2016, Ord. No. 298; August 13, 2024, Ord. No.357
Map prepared by Planning Director Scott Hutter August 13, 2024
08/13/2024 57 of 315
MEETING DATE:
TITLE:
TO:
FROM:
RECOMMENDATION:
2030 VISION STATEMENT:
AGENDA REPORT
August 13, 2024 City Council Item
Second Reading and Adoption of An Ordinance Approving The Development Agreement (Agmt) For The Gateway At Grand Terrace Specific Plan Project
CEQA: Pursuant to the California Environmental Quality Act the Development Agreement, Specific Plan, Zone Change and Zone Change Amendment have been considered in the Environmental Impact Report (SCH No. 2021020110) that was certified for the Project on July 23 by City Council Resolution No. 2024-27, and the approval of the Development Agreement is consistent with the analysis contained therein.
CITY COUNCIL
Scott Hutter, Planning & Development Services DirectoJAW° /gl. ,,j'/
It is recommended that the City Council conduct second readin✓ and direct the City Attorney to read the ordinance by title only, waive reading of, and adopt, "AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF GRAND TERRACE, CALIFORNIA,
APPROVING THE DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF GRAND TERRACE AND LEWIS LAND
DEVELOPERS, LLC A DELAWARE LIMITED LIABILITY
COMPANY PURSUANT TO ARTICLE 2.5 OF CHAPTER 4 OF
DIVISION 1 OF TITLE 7, SECTIONS 65864 THROUGH 65869.5
OF THE GOVERNMENT CODE AND ARTICLE XI, SECTION 2
OF THE CALIFORNIA CONSTITUTION FOR THE GATEWAY AT
GRAND TERRACE SPECIFIC PLAN."
This project supports Goal 3 to Promote Economic Development:
•Develop proactive economic development plan to attract new businesses,
•Invest in infrastructure needed to support businesses and residents,
•Allow design flexibility to attain superior quality and excellence in design, sustainability,
architecture, and site amenities.
SUMMARY:
The City Council conducted a duly noticed Public Hearing on July 23, 2024, for the aforementioned Ordinance, which is provided as Attachment 1 to this agenda staff report. For the Ordinance to become effective, the City Council needs to conduct the second reading of the Ordinance to adopt it. Once the Ordinance is adopted, it will become effective in thirty (30) days.
Item 6
08/13/2024 58 of 315
BACKGROUND INFORMATION:
At their July 23, 2024, meeting, the City Council acted to approve The Gateway at Grand Terrace
Specific Plan project which included a 1st Reading of an Ordinance for the Development
Agreement between the City and Lewis Land Developers, LLC. The Project area consists of 32
parcels on approximately 112 acres and is located in the southwest portion of the City and
bounded by Commerce Way and an existing commercial parking lot to the north; the northern
portion of Grand Terrace High School to the south; commercial and residential uses to the east;
and I-215 to the west. The southern boundary of the Project area is also approximately 0.27 mile
north of Main Street.
The Project encompasses the future development of residential, commercial, public utilities, and
public park and open space uses, including associated on- and off-site infrastructure
improvements (detention basin, roadway improvements, sewer, water, storm drain, dry utilities),
under the guidance of the Gateway Specific Plan.
• Approximately 39 net developable acres of residential development (up to 695 Dwelling
Units)
• Approximately 25 acres of general commercial development (up to 335,700 square feet)
• Development and/or improvement of drainage facilities, utilities, and public streets with
enhanced landscaping
• A newly constructed park that includes a lighted baseball field with a tot-lot/playground.
• A detention basin with open space overlay.
The Project includes a request for the following Ordinance approval:
Ordinance No. 358 Adopting Development Agreement (Attachment 1) identifies parties
responsible for the construction of major infrastructure improvements, phasing schedule of
development and infrastructure improvements, financial commitments for the construction of the
infrastructure improvements, vesting of applicable codes and standards, vesting of development
impact fees for a specified term and appropriate extension metrics, and the terms and conditions
for the exchange of developer owned land for city property.
ENVIRONMENTAL REVIEW:
At their July 23, 2024, meeting, the City Council certified a Final Environmental Impact Report
(FEIR) (State Clearinghouse No. 2021020110) that was prepared for the Project in accordance
with CEQA Guidelines Section 15064 and addressed the buildout of the Specific Plan area and
its related actions in compliance with CEQA Guidelines §15168. All future activities that relate
to and follow the Specific Plan must be examined for consistency with the EIR to determine if
additional environmental analysis is warranted. Later activities which have been adequately
analyzed under the EIR may not require additional environmental documentation. If an activity
may result in additional effects, or new mitigation measures are needed, a subsequent or
supplemental EIR, or mitigated negative declaration must be prepared (CEQA Guidelines
§15162 and 15163).
All subsequent approvals to develop the Project area shall be consistent with the Specific Plan
and associated environmental documents. Additional environmental documentation will be
required in the future if significant changes are found to have occurred pursuant to Sections
15162 and 15182 of the CEQA guidelines.
08/13/2024 59 of 315
CONCLUSION:
Adoption of the Ordinance approves the Development Agreement between the City and Lewis
Land Developers, LLC for The Gateway at Grand Terrace Specific Plan project.
FISCAL IMPACT:
None.
ATTACHMENTS:
1) Ordinance No. 358 Development Agreement (City and Lewis)
08/13/2024 60 of 315
ORDINANCE NO. 358
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE,
CALIFORNIA, APPROVING THE DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY OF GRAND TERRACE AND LEWIS LAND
DEVELOPERS, LLC A DELAWARE LIMITED LIABILITY COMPANY
PURSUANT TO ARTICLE 2.5 OF CHAPTER 4 OF DIVISION 1 OF TITLE 7,
SECTIONS 65864 THROUGH 65869.5 OF THE GOVERNMENT CODE AND
ARTICLE XI, SECTION 2 OF THE CALIFORNIA CONSTITUTION FOR THE
GATEWAY AT GRAND TERRACE SPECIFIC PLAN
WHEREAS, Lewis Land Developers, LLC (“Developer”) applied for a General Plan
Amendment No. 17-01, Zone Change (ZC 17-02), Zone Change Amendment (ZCA 24-01), Specific
Plan 17-01, Tentative Tract Map No. 20501 (18-01), and the City has conducted an Environmental
Impact Report for the Gateway at Grand Terrace Specific Plan (SCH No. 2021020110) (Env 17-
10), for purposes of the development of residential, commercial/retail, parks, and supporting
infrastructure (“Project”) for an approximately 112-acre Project area, identified as Assessor’s Parcel
Numbers 1167-151-78, 1167-151-79, 1167-161-33, 1167-161-02, 1167-161-03, 1167-161-04,
1167-161-05, 1167-151-09, 1167-151-12, 1167-151-13, 1167-171-11, 1167-171-12, 1167-151-20,
1167-151-22, 1167-181-12, 1167-181-13, 1167-151-21, 1167-151-23, 1167-181-01, 1167-151-18,
1167-151-68, 1167-151-65, 1167-151-74, 1167-151-75, 1167-151-64, 1167-151-73, 1167-151-71,
1167-151-11, 1167-151-14, 1167-151-24, 1167-151-17, 1167-151-10 (“Property”); and
WHEREAS, on June 6, 2024, the Planning Commission conducted a duly noticed hearing
for the Project and adopted Resolution No. 2024-04 Recommending that the City Council adopt
General Plan Amendment No. 17-01, Zone Change (ZC 17-02), Zone Change Amendment 24-01,
Specific Plan 17-01, Tentative Tract Map No. 20501 (18-01), and certify the Environmental Impact
Report for the Gateway at Grand Terrace Specific Plan (SCH No. 2021020110), including adoption
of a mitigation monitoring and reporting program, findings of fact and statement of overriding
considerations (Env. 17-10), with additional recommendations to the City Council regarding the
Specific Plan; and
WHEREAS, also on June 6, 2024, the Planning Commission adjourned the public hearing
to a date certain, June 20, 2024, and continued the consideration of the development agreement
to the same date; and
WHEREAS, on June 20, 2024, the Planning Commission re-opened the adjourned duly
noticed public hearing, received all of the information presented by staff, Developer, heard public
testimony and considered all of the background information, and closed the public hearing; and
concluded the hearing on said date by adopting Resolution No. 2024-05 recommending the City
Council approve a Development Agreement by and between the City of Grand Terrace and Lewis
Land Developers, LLC A Delaware Limited Liability Company Pursuant to Article 2.5 of Chapter 4
of Division 1 of Title 7, Sections 65864 through 65869.5 of the Government Code and Article XI,
Section 2 of the California Constitution; and
WHEREAS, on July 23, 2024, the City Council held a duly noticed public hearing to consider
The Gateway at Grand Terrace Specific Plan “Project”, and during the public hearing on the Project
the City Council adopted Resolution No. 2024-27 certifying the Final Environmental Impact Report,
adopted Environmental Findings of Fact and Statement of Overriding Considerations, and adopted
a Mitigation Monitoring and Reporting Program (ENV 17-10); and
Attachment 1
08/13/2024 61 of 315
WHEREAS, sections 65864-65869.5 of the California Government Code authorize the City
to enter into development agreements and requires the planning agency of the City, which is the
Planning Commission/Site and Architectural Review Board for the City of Grand Terrace, to find
the development agreement to be consistent with the policies and programs of the General Plan
and any applicable specific plan; and
WHEREAS, Government Code Section 65865 authorizes the City to enter into development
agreements with any person having a legal or equitable interest in real property, which interest
Developer has in the affected property; and
WHEREAS, on July 23, 2024, the City Council of the City of Grand Terrace introduced and
conducted a first reading of this Ordinance, held a duly noticed Public Hearing with respect thereto,
and considered testimony and evidence at the Public Hearing; and
WHEREAS, on August 13, 2024, the City Council of the City of Grand Terrace conducted
a second reading and adoption of this Ordinance; and
WHEREAS, pursuant to the California Environmental Quality Act (CEQA) the development
agreement has been considered in the Environmental Impact Report (SCH No. 2021020110)
prepared for the Project, and the approval of the Development Agreement is consistent with the
analysis contained therein; and
WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF GRAND TERRACE DOES
ORDAIN AS FOLLOWS:
SECTION 1. The City Council hereby specifically finds that all the facts set forth in the
above Recitals, are true and correct and incorporated herein by this reference and made a part
hereof.
SECTION 2. The City Council hereby finds that the Environmental Impact Report (EIR) for
The Gateway at Grand Terrace Specific Plan (State Clearinghouse (SCH) NO. 2021020110),
including the Mitigation Monitoring and Reporting Program and Findings of Fact and Statement of
Overriding Considerations (ENV 17-10) adequately describes the Project and its potential impacts,
as well as the impacts potentially resulting from the approval of the Development Agreement for
the purposes of CEQA review, and the Development Agreement is consistent with the analysis of
the Project within in the City Council certified Final Environmental Impact Report, adopted
Mitigation Monitoring and Reporting Program, adopted Findings of Fact, and adopted Statement of
Overriding Considerations.
SECTION 3. Pursuant to the Government Section Code 65867.5 and in light of the record
before it including the staff report (and all attachments), and all evidence and testimony heard at
the public hearing for this item, and in light of all evidence and testimony provided in connection
Project and Development Agreement, the City Council makes the following findings pertaining to
the Development Agreement:
a.The Development Agreement is consistent with the goals and policies of the General
Plan, its purposes and applicable Specific Plan(s).
08/13/2024 62 of 315
1.The Development Agreement promotes the City’s General Plan Land Use
Goal 2.1 to provide for balanced growth within the City, which seeks to
provide a wide range of employment and housing opportunities and
maintenance of a healthy, diversified community. The Development
Agreement promotes Land Use Goal 2.3 to provide a wide range of retail
and service commercial opportunities designed to meet the needs of the
City’s residents, businesses, and visitors while also providing employment
opportunities. The Project will also include improvements and contribute fees
to improvements that will implement the Circulation Element of the General
Plan.
Further, the Development Agreement provides for the development of the
Property consistent with The Gateway at Grand Terrace Specific Plan, which
will be consistent with the City’s General Plan, Zoning Code, and Zoning
Map, as amended via General Plan Amendment No. 17-01, Zone Change
(ZC 17-02), Zone Change Amendment 24-01. The Development Agreement
is consistent with the Gateway at Grand Terrace Specific Plan because the
Specific Plan shall be the primary document governing the Development of
the Property. The Development Agreement provides the parameters within
which the obligations of the Developer, or its successors and assigns, will
meet the development requirements for infrastructure and public
improvements and facilities for the Property consistent with the Gateway at
Grand Terrace Specific Plan, in order to assist in attaining the most effective
utilization of resources within the City.
SECTION 4. If any section, subsection, subdivision, paragraph, sentence, clause, or phrase
contained approved by this Ordinance, or any part thereof, is for any reason held to be
unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall
not affect the validity of effectiveness of the remaining portions of this Ordinance or any part thereof.
The City Council of Grand Terrace hereby declares that it would have passed each section,
subsection, subdivision, paragraph, sentence, clause, or phrase thereof irrespective of the fact that
any one or more subsections, subdivisions, paragraphs, sentences, clauses, or phrases are
declared unconstitutional, invalid, or ineffective.
SECTION 5. First read at a regular meeting of the City Council held on the 23rd day of July
2024, and adopted the Ordinance after the second reading at a regular meeting held on the 13th
day of August 2024.
SECTION 6. Based upon the forgoing and all oral and written communications from
members of the public and City staff (including, but not limited to, all oral and written staff reports
and attachments) presented at the July 23, 2024, Public Hearing, the City Council hereby adopts
Ordinance No. 358 and approves the Development Agreement by and between the City of Grand
Terrace and Lewis Land Developers, LLC a Delaware Limited Liability Company pursuant to Article
2.5 of Chapter 4 of Division 1 of Title 7, Sections 65864 through 65869.5 of the Government Code
and Article XI, Section 2 of the California Constitution for The Gateway at Grand Terrace Specific
Plan as shown in Exhibit A, attached hereto.
SECTION 7. The Mayor shall sign, and the City Clerk shall certify to the passage and
adoption of this Ordinance and shall cause the same to be published and posted pursuant to the
provisions of law in that regard and this Ordinance shall take effect thirty (30) days after its final
passage.
08/13/2024 63 of 315
APPROVED AND ADOPTED by the City Council of the City of Grand Terrace, California,
at a regular meeting held on the 13th day of August 2024.
Signatures on Following Page
08/13/2024 64 of 315
__________________________
Mayor Bill Hussey
ATTEST:
Debra L. Thomas
City Clerk
APPROVED AS TO FORM:
Adrian R. Guerra
City Attorney
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) SS.
CITY OF GRAND TERRACE )
I Debra Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO
HEREBY CERTIFY that the foregoing Ordinance was duly passed, approved and adopted by the
City Council at a regular meeting of said City Council held on the 13th day of August 2024, and that
and that it was adopted by the called vote as follows:
AYES:
NOES:
ABSENT:
ABSTAIN:
RECUSE:
Executed this 13th day of August 2024, at Grand Terrace, California.
___________________________
Debra L. Thomas
City Clerk
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CITY CLERK
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
No Recording Fee Required – Government Code § 27383 and Government Code § 6183
DEVELOPMENT AGREEMENT
between
THE CITY OF GRAND TERRACE
(“City”)
and
LEWIS LAND DEVELOPERS, LLC,
a Delaware limited liability company
Exhibit A
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DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into on
__________, 2024, between the CITY OF GRAND TERRACE (the “City”), a municipal
corporation, and LEWIS LAND DEVELOPERS, LLC, a Delaware limited liability company
(the “Developer”), pursuant to Article 2.5 of Chapter 4 of Division 1 of Title 7, §§ 65864
through 65869.5 of the Government Code and Article XI, Section 2 of the California
Constitution. The City and the Developer (defined below) shall be referred to within this
Agreement jointly as the “Parties” and individually as a “Party.”
R E C I T A L S
A.Capitalized Terms. The capitalized terms used in these Recitals and throughout
this Agreement shall have the meaning assigned to them in Section 1. Any capitalized terms not
defined in Section 1 shall have the meaning otherwise assigned to them in this Agreement or
apparent from the context in which they are used.
B.Development of the Property. Concurrent with the approval of this Agreement,
the City has approved a [General Plan Amendment (Resolution No. _____ and Case No.
GPA-17-01), the Gateway at Grand Terrace Specific Plan (Ordinance No. _____ and Case
No. 00-17), a Zone Change (Ordinance No. _____ and Case No. 17-02), Tentative Subdivision
Map Nos. _______] and has certified a Final Environmental Impact Report (Resolution No.
_____ and State Clearinghouse No. 2021020110) for the area within the City owned by the
Developer described in Exhibit “A” (the “Property”), which permit the development of the
Property with residential development, commercial/retail development, parks and supporting
infrastructure.
C.Legislation Authorizing Development Agreements. To strengthen the public
planning process, encourage private participation in comprehensive planning and reduce the
economic risk of development, the Legislature of the State of California adopted the
Development Agreement Statute, authorizing the City to enter into an agreement with any person
having a legal or equitable interest in real property providing for the development of such
property and establishing certain development rights therein. The legislative findings and
declarations underlying the Development Agreement Statute and the provisions governing
contents of development agreements state, in Government Code §§ 65864(c) and 65865.2, that
the lack of public facilities, including, but not limited to, streets, sewerage, transportation,
drinking water, school, and utility facilities is a serious impediment to the development of new
housing, and that applicants and local governments may include provisions in development
agreements relating to applicant financing of necessary public facilities and subsequent
reimbursement over time.
D.Intent of the Parties. The Developer and the City have determined that the Project
is a development for which a development agreement is appropriate. The Parties desire to define
the parameters within which the obligations of the Developer, or its successors and assigns, for
infrastructure and public improvements and facilities will be met and to provide for the orderly
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development of the Property, assist in attaining the most effective utilization of resources within
the City and otherwise achieve the goals of the Development Agreement Statute.
E.Public Benefits of the Project. This Agreement provides assurances that the
public benefits identified below in this Recital E will be achieved in accordance with the terms of
this Agreement. The Project will provide local and regional public benefits to the City,
including, without limitation, the following:
1.Increased Tax Revenues. The Project will result in increased real property
and sales taxes and other revenues to the City.
2.Pedestrian Mobility. The Project encourages pedestrian mobility through
the provision of walking paths, through signage guiding pedestrians to nearby destinations and
through preservation of significant open space to create pleasant environments that will
encourage walking.
3.Pedestrian Connection. The Project will include a series of public
pedestrian trails throughout the Property.
4.Implement Circulation Element. The Project will include improvements
and contribute fees to improvements that will implement the Circulation Element of the General
Plan.
5.Regional Storm Drain Improvements. The Project will include substantial
regional storm drain improvements and detention basins that will improve flood control
protection for both the Project site and numerous other properties in the City.
6.Roadway and Utility Improvements. The project will include roadway
improvements to Taylor/Commerce Way and Van Buren Avenue, as well as extending sewer,
water, and dry utility infrastructure to the Project site.
F.Public Hearings: Findings. In accordance with the requirements of the California
Environmental Quality Act (Public Resources Code § 21000, et seq. (“CEQA”)), appropriate
studies, analyses, reports and documents were prepared and considered by the Planning
Commission and the City Council. The City Council, after making appropriate findings,
certified, by Resolution No. _________ adopted on _________, a Final Environmental Impact
Report for the Project, more specifically identified as the [Final Environmental Impact Report
for the Gateway at Grand Terrace Specific Plan, State Clearinghouse No. _____, as having been
prepared in compliance with CEQA]. On _____________, the Planning Commission, after
giving notice pursuant to Government Code §§ 65090, 65091, 65092 and 65094, held a public
hearing on the Developer’s application for this Agreement and, upon the conclusion of the
hearing, found on the basis of substantial evidence that this Agreement is consistent with the
General Plan, Specific Plan and all other applicable policy plans of the City and recommended
the City Council introduce an ordinance to approve this Agreement (DA-_____). On
__________, the City Council, after providing the public notice required by law, held a public
hearing to consider the Developer’s application for this Agreement and, upon the conclusion of
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the public hearing found on the basis of substantial evidence that this Agreement is consistent
with the General Plan, Specific Plan and all other applicable policy plans of the City.
G.Mutual Agreement. Based on the foregoing and subject to the terms and
conditions set forth herein, Developer and City desire to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, and having determined that the foregoing recitals are true and correct and should be,
and hereby are, incorporated into this Agreement, the Parties agree as follows:
1.DEFINITIONS. The following words and phrases are used as defined terms
throughout this Agreement. Each defined term shall have the meaning set forth below.
1.1 Actual Cost. “Actual Cost” shall have the meaning set forth in the
Financing Plan.
1.2 Annual Review. “Annual Review” means the annual review of the
Developer’s performance of this Agreement in accordance with Section 12.1 of this Agreement
and Government Code § 65865.1.
1.3 Application(s). “Application(s)” means a complete application for the
applicable land use approvals meeting all of the current ordinances of the City provided that any
additional or alternate requirements in those ordinances enacted after the Effective Date which
affect the application shall apply only to the extent permitted by this Agreement.
1.4 Appraisal of Land Value. “Appraisal of Land Value” when referred to
herein shall mean the determination by an experienced and independent MAI appraiser retained
by City (Developer may veto any appraiser selected by City for good cause), in a written
appraisal at fair market value based upon comparable sales of unimproved land, and serviced by
the existing infrastructure, and with the development restrictions of the Specific Plan.
1.5 Authorizing Ordinance. “Authorizing Ordinance” means Ordinance
No. _____ approving this Agreement.
1.6 Building Permit. “Building Permit,” with respect to any building or
structure to be constructed on the Property, means a building permit for not less than the shell
and core of such building or structure issued by the City’s Building and Safety Department.
1.7 Certificate of Occupancy. “Certificate of Occupancy,” with respect to
a particular building or other work of improvement, means the final certificate of occupancy
issued by the City with respect to such building or other work of improvement.
1.8 CFD. “CFD” means a community facilities district formed by the City
pursuant to the CFD Act.
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1.9 CFD Act. “CFD Act” means the Mello-Roos Community Facilities
Act of 1982 (Government Code § 53311 et seq.), as it may be amended from time to time,
authorizing the imposition of special taxes to fund capital facilities and services.
1.10 CFD Agreement. “CFD Agreement” shall have the meaning set forth
in Section 5.2 below.
1.11 City. “City” means the City of Grand Terrace, California.
1.12 City Council. “City Council” means the governing body of the City.
1.13 City Manager. “City Manager” means the City Manager of City.
1.14 City’s Old Ball Field Property. “City’s Old Ball Field Property” means
that certain property consisting of approximately 2.5 acres located northwest of Veterans
Freedom Park (APN 1167-151-75) which is subject to the Exchange Agreement.
1.15 Claim or Litigation. “Claim or Litigation” means any challenge by
any third party (i) to the legality, validity or adequacy of the General Plan, Land Use
Regulations, this Agreement, Development Approvals or other actions of the City pertaining to
the Project, (ii) seeking damages against the City as a consequence of the foregoing actions, for
the taking or diminution in value of their property or for any other reason, or (iii) seeking
injunctive or declarative relief against the City as a consequence of the foregoing actions, or due
to the action or inaction of the Developer.
1.16 Commencement of Construction. “Commencement of Construction”
means that a building or grading permit for any construction on the Property has been issued by
the City and the permitted activity has commenced pursuant to the permit.
1.17 DDA. Disposition and Development Agreement dated December
19, 2016 amended by (i) that certain Amendment No. 1 to Disposition and Development
Agreement dated February 27, 2017, (ii) that certain Amendment No. 2 to Disposition and
Development Agreement dated April 28, 2017; (iii) Amendment No. 3 to Disposition and
Development Agreement dated November 27, 2023.; (iv) Amendment No. 4 to Disposition and
Development Agreement dated April 23, 2024 and (v) Amendment No. 4 to the Disposition and
Development Agreement dated _______, 2024.
1.18 Dedicate or Dedication. “Dedicate” or “Dedication” means to offer
fee title, an easement or other equitable interest to the subject land to the City, other
governmental agency or a public utility.
1.19 Default. “Default” refers to any material default, breach, or violation
of a provision of this Development Agreement as defined in Section 13 below. “City Default”
refers to a Default by the City, while “Developer Default” refers to a Default by the Developer
and, in each case for both parties, includes any material default, breach or violation of any
provision of the DDA, Exchange Agreement, Subdivision Improvement Agreement or
Reimbursement Agreement.
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1.20 Developer. “Developer” shall mean Lewis Land Developers, LLC or
its successors and assigns.
1.21 Developer’s New Ball Park Property. “Developer’s New Ball Park
Property” means that certain property owned by Developer consisting of approximately 4.97
acres which is northwest of the terminus of Taylor Street (APN 1167-151-71) which is subject to
the Exchange Agreement.
1.22 Development or Develop. “Development” or “Develop” means the
improvement of the Property for purposes of effecting the structures, improvements and facilities
required or permitted by the Development Plan, including, without limitation: grading, the
construction of infrastructure and public facilities related to the Project, whether located within
or outside the Property; the construction of structures and buildings; the installation of
landscaping; and the operation, use and occupancy of, and the right to maintain, repair, or
reconstruct, any private building, structure, improvement or facility after the construction and
completion thereof, provided that such repair, or reconstruction takes place during the Term of
this Agreement on parcels subject to this Agreement.
1.23 Development Agreement Statute. “Development Agreement Statute”
means §§ 65864 through 65869.5 of the Government Code as it exists on the Effective Date.
1.24 Development Approvals. “Development Approvals” means all
site-specific (meaning specifically applicable to the Property only and not generally applicable to
some or all other properties within the City) plans, maps, permits, and entitlements to use of
every kind and nature. Development Approvals include, but are not limited to, specific plans,
site plans, tentative and final Subdivision Maps, vesting Tentative Subdivision Maps, variances,
zoning designations, conditional use permits, grading, building and other similar permits, the
site-specific provisions of general plans, environmental assessments, including environmental
impact reports, and any amendments or modifications to those plans, maps, permits, assessments
and entitlements. The term Development Approvals does not include rules, regulations, policies,
and other enactments of general application within the City.
1.25 Development Impact Fees. “Development Impact Fees” or “DIF”
means all manner of monetary consideration, other than a tax or assessment, charged by the City
in connection with mitigating the Project’s specific impacts and the development of the public
facilities related to the Project, including those fees, calculated on the basis of the number of
residential units, equivalent dwelling units or square footage of non-residential development to
be constructed. Development Impact Fees do not include Processing Fees.
1.26 Development Plan. “Development Plan” means the Existing
Development Approvals, Future Development Approvals and Existing Land Use Regulations.
1.27 DIF Improvement. “DIF Improvement” means a capital improvement
that is authorized to be funded with a DIF.
1.28 Director. “Director” means the City’s Director of Community
Development or equivalent official.
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1.29 Effective Date. “Effective Date” means the date this Agreement
becomes effective as set forth in Section 3.1.
1.30 Eligible Facilities. “Eligible Facilities” means the Proposed Project
Facilities and other public facilities, fees and contributions for public facilities, as described in
the Financing Plan.
1.31 Estoppel Certificate. “Estoppel Certificate” means an executed
certificate in the form attached hereto as Exhibit “H.”
1.32 Exaction. “Exaction” means a Dedication, payment of Development
Impact Fees or other monetary contribution and/or construction of public infrastructure required
by the City to serve the Property. Processing Fees are not an Exaction.
1.33 Excess Costs. “Excess Costs” means Actual Costs incurred by the
Developer for Proposed Project Facilities, including DIF Improvements, in excess of the
corresponding total DIF obligations for the Project or otherwise exceeding the Developer’s
obligation for a Proposed Project Facility as further described in Exhibit “D” hereto.
1.34 Exchange Agreement. “Exchange Agreement” means the
Agreement for Exchange of Real Property and Joint Escrow Instructions dated ____, 2024
between Developer and City providing for a land swap of the City’s Old Ball Field Property and
Developer’s New Ball Field Property.
1.35 Existing Development Approvals. “Existing Development Approvals”
means only the Development Approvals listed on Exhibit “B.”
1.36 Existing Land Use Regulations. “Existing Land Use Regulations”
means those Land Use Regulations applicable to the Property in effect on the Effective Date.
1.37 Financing and Conveyancing Map. Financing and Conveyancing
Map” means a map within the meaning of the Subdivision Map Act, as further defined in Section
9.5 hereof.
1.38 Financing Plan. “Financing Plan” means Exhibit “G” attached hereto.
1.39 Force Majeure. “Force Majeure” shall have the meaning set forth in
Section 19.2 below.
1.40 Future Development Approvals. “Future Development Approvals”
means those Development Approvals applicable to the Property that are consistent with this
Agreement and approved by the City after the Effective Date such as Subdivision Maps,
subdivision improvement agreements and other more detailed planning, engineering or
construction approvals.
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1.41 General Plan. “General Plan” means the City’s General Plan as it
exists on the Effective Date, and as expressly amended by future amendments applicable to the
Property, if permitted, by Section 11 below.
1.42 Goals and Policies for Financing. “Goals and Policies for Financing”
or “Goals and Policies” means the City’s [Community Facilities District Goals and Policies] in
effect as of the Effective Date.
1.43 Grading Permit. “Grading Permit” means a permit issued by the
City’s Building and Safety Department, and/or Engineering Department, as applicable, which
allows the excavation or filling, or any combination thereof, of earth on the Property.
1.44 Infrastructure Plan. “Infrastructure Plan” means Exhibit “C” attached
hereto, which describes the Proposed Project Facilities, the timing of their construction and the
respective responsibilities of the Developer, City and other Specific Plan area landowners with
respect thereto.
1.45 Innocent Owner. “Innocent Owner” shall have the meaning set forth
in Section 13.8 below.
1.46 Land Use Regulations. “Land Use Regulations” means those
ordinances, laws, statutes, rules, regulations, initiatives, policies, requirements, guidelines,
constraints, codes or other actions of the City and each department of the City which affect,
govern, or apply to the Property or the implementation of the Development Plan or this
Agreement. Land Use Regulations include the ordinances and regulations adopted by the City
which govern permitted uses of land, density and intensity of use and the design of buildings,
applicable to the Property, including, but not limited to, the General Plan, the Specific Plan,
zoning ordinances, development moratoria, implementing growth management and phased
development programs, ordinances establishing development exactions, subdivision and park
codes, any other similar or related codes and building and improvements standards, mitigation
measures required in order to lessen or compensate for the adverse impacts of a project on the
environment and other public interests and concerns or similar matters.
1.47 Local Agency. “Local Agency” means any public agency authorized
to levy, create or issue any form of land secured financing over all or any part of the Property,
including, but not limited to, the City.
1.48 Lot. “Lot” means any of the parcels legally created within the Project
as a result of any approved final subdivision, parcel or tract map, pursuant to the Subdivision
Map Act or recordation of a condominium plan pursuant to Civil Code § 1352 .
1.49 Master Tract Map. “Master Tract Map” (or “A Map”) means Tract
Map No. _____ and any other large scale tract map covering all Planning Areas which may
include all infrastructure necessary to Develop the tract and a phasing plan as to the development
of the infrastructure and the subsidiary subdivisions within the tract. The Master Tract Map is a
subdivision map within the meaning of the Subdivision Map Act and shall meet the requirements
of the Act and of this Agreement.
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1.50 Mortgage. “Mortgage” means a mortgage, deed of trust, sale and
leaseback arrangement or other transaction in which all, or any portion of, or any interest in, the
Property is pledged as security.
1.51 Mortgagee. “Mortgagee” refers to the holder of a beneficial interest
under a Mortgage.
1.52 Municipal Code. “Municipal Code” means the City’s Municipal Code
as it existed on the Effective Date and as it may be amended from time to time consistent with
the terms of this Agreement.
1.53 New Ball Field Improvements. “New Ball Field Improvements” means
the improvements required to be made by Developer pursuant to Section 3.3.3 of the Exchange
Agreement which improvements are detailed on Schedule 2 of the Exchange Agreement.
1.54 Non-Defaulting Party. “Non-Defaulting Party” shall have the meaning
set forth in Section 13.1 below.
1.55 Owner. “Owner” means the Developer and/or any successors during
the period of time that each such person or entity owns fee title to any portion of the Property
and subject to the terms of this Agreement.
1.56 Planning Area. “Planning Area” or “PA” means each of the twenty-
two (22) planning areas described in the Specific Plan.
1.57 Planning Commission. “Planning Commission” means the City’s
Planning Commission.
1.58 Property. “Property” means the _____ acres of land, more or less,
described in Exhibit “A” hereto.
1.59 Processing Fees. “Processing Fees” means the City’s normal fees for
processing, environmental assessment/review, tentative tracts/parcel map review, plan checking,
site review, site approval, administrative review, building permit (plumbing, mechanical,
electrical, building), inspection and similar fees imposed to recover the City’s costs associated
with processing, review and inspection of applications, plans, specifications, and construction,
etc.
1.60 Project. “Project” means the Development of the Property pursuant to
this Agreement and Development Plan.
1.61 Proposed Project Facilities. “Proposed Project Facilities” means those
public improvements required for the Development of the Property pursuant to the Existing
Development Approvals or as otherwise identified by the City and Developer for construction in
conjunction with each Development, as described in the Infrastructure Plan.
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1.62 Reimburse or Reimbursement. “Reimburse” or “Reimbursement”
means the provision by the City of cash or credit in return for land, improvements, goods or
services provided by Developer.
1.63 Reimbursement Agreement. The agreement to reimburse the City for
the costs and fees it has incurred related to this Project, approved on November 14, 2023.
1.64 Reservations of Authority. “Reservation of Authority” shall have the
meaning set forth in Section 11 below.
1.65 Schedule of Development Performance. “Schedule of Development
Performance” means the schedule for the construction of the public facilities attached as Exhibit
“J”.
1.66 Specific Plan. “Specific Plan” means the Gateway at Grand Terrace
Specific Plan approved by the City Council by Ordinance No. _____, adopted on ___________.
1.67 Soccer Field. “Soccer Field” shall mean that certain real property
owned by the City commonly known as the Richard Rollins Community Park at 22795 De Berry
Street in Grand Terrace (APN 1178-091-01-000) used as a soccer field.
1.68 Soccer Field Improvements. “Soccer Field Improvements” shall mean
improvements to be constructed by Developer as set forth on Exhibit “K” within the time
specified on Exhibit “K.”
1.69 Specific Mandatory Public Improvements. “Specific Mandatory Public
Improvements” means the public improvements to be constructed by Developer as set forth in
Exhibit “J.”
1.70 Subdivision Map. “Subdivision Map” (or “B Map”) means the
subsidiary subdivision maps for the Development of any Planning Area or portion thereof which
shall be consistent with the conditions of the Master Tract Map and shall contain its own phasing
plan for the installation of the infrastructure and other improvements within the subdivision. All
Subdivision Maps shall meet the applicable requirements of the Subdivision Map Act.
1.71 Subdivision Improvement Agreement. Subdivision Improvement
Agreement” means a subdivision improvement agreement as mandated by the Subdivision Map
Act for recordation of any final Subdivision Maps.
1.72 Subdivision Map Act. “Subdivision Map Act” means Government
Code § 66412 et seq. as implemented by Title 17 of the Municipal Code.
1.73 Taxes. “Taxes” means general or special taxes, including, but not
limited to, CFD special taxes, special assessments, ad valorem property taxes, sales taxes,
transient occupancy taxes, utility taxes or business taxes of general applicability citywide which
do not burden the Property disproportionately to similar types of development in the City and
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which are not imposed as a condition of approval of a development project. Taxes do not
include Development Impact Fees or Processing Fees.
1.74 Term. “Term” means that period of time during which this Agreement
shall be in effect and bind the Parties pursuant to Section 3 below.
1.75 Zoning Code. “Zoning Code” means Title 18 of the Municipal Code
as it existed on the Effective Date except (i) as amended by any zone change relating to the
Property approved concurrently with the approval of this Agreement, and (ii) as the same may be
further amended from time to time consistent with this Agreement.
2.EXHIBITS.
The following are the Exhibits to this Agreement:
Exhibit “A”: Map and Legal Description of the Property
Exhibit “B”: Existing Development Approvals
Exhibit “C”: Infrastructure Plan
Exhibit “D”: Timing and Source of Funding of Proposed Project Facilities
Exhibit “E”: Development Impact Fee/Credits/Reimbursements
Exhibit “F”: Additional Agreements Concerning Development
Exhibit “G”: Financing Plan
Exhibit “H”: Estoppel Certificate
Exhibit “I”: Form of Assignment and Assumption Agreement
Exhibit “J”: Schedule of Development Performance for Specific Mandatory
Public Improvements
Exhibit “K”: Soccer Field Improvements
Exhiibt “L”: New Ball Field Improvements
3.EFFECTIVE DATE AND TERM.
3.1 Effective Date. The Agreement shall become the effective upon last to
occur of: (i) date the Authorizing Ordinance takes effect, and the date this Agreement is fully
executed by both Parties.
3.2 Term. The term of this Development Agreement (the “Term”) shall
commence on the Effective Date and shall continue for a period of not less than ten (10) years
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from the Effective Date. The Developer shall be entitled to one five-year option to extend the
Term if the Developer demonstrates to the reasonable satisfaction of the City that it has complied
with the terms of this Develoment Agreement and has constructed the Specific Mandatory
Improvements by the deadlines set forth in Exhibit J (Performance Schedule)..
3.3 Termination for Default. This Agreement may be terminated due to
the occurrence of any Default in accordance with the procedures in Article 13.
3.4 Extension of the Term: In addition to the five-year extension pursuant
to Section 3.2 above, the Term shall be subject to one or more extensions of reasonable duration
with the approval of the City Council. If a Claim or Litigation has been filed with respect to this
Agreement or the Project the Developer is obligated to diligently contest or defend against the
claim or Litigation. If the Claim or Litigation actually causes a delay of more than sixty (60)
days in the commencement or completion of the Project and the Developer provides written
notice to the City of the delay caused by the claim or Litigation and demonstrates that it is
dilegently contesting or defending against the claim or Litigation, as determined by the City, then
the Term of this Agreement shall be extended by the period of time from such filing until the
date that the Claim or Litigation has been settled, dismissed or concluded, and the time for any
further judicial review has run. For the avoidance of doubt, Developer shall have the right to
delay proceeding with the Project during the claim process or litigation, and such delay shall
constitute an “actual delay” under this Agreement.
4.DEVELOPMENT OF THE PROPERTY.
4.1 Right to Develop. During the Term, the Developer shall have vested
rights to Develop the Property (subject to Section 11 below) to the full extent permitted by the
Development Plan and this Agreement. Except as provided within this Agreement, the
Development Plan shall exclusively control the Development of the Property (including the uses
of the Property, the density or intensity of use, the maximum height and size of proposed
buildings, the provisions for reservation or dedication of land for public purposes and the design,
improvement and construction standards and specifications applicable to the Project). The
number of residential units authorized to be constructed hereunder and the approximate acreage
of commercial development, without regard to any density bonus or incentive or concession for
child care pursuant to Government Code §§ 65915 through 65918 or other similar legislation or
regulation, is _____ units and approximately _____ acres of commercial development. In
furtherance of the foregoing, the Developer retains the right to apportion the uses, intensities and
densities, between itself and any subsequent Owners, upon the sale, transfer, or assignment of
any portion of the Property, so long as such apportionment is consistent with the Existing Land
Use Regulations and this Agreement. Nothing in this Agreement is intended to diminish any
Owner’s vested rights as may be established under other applicable laws.
4.2 Right To Future Approvals. Subject to the City’s exercise of its police
power authority as specified in Section 11 below, the Developer shall have vested rights: (i) to
receive from the City all Future Development Approvals for the Property that are consistent
with, and implement, the Existing Land Use Regulations and this Agreement, subject to the
limitations set forth in Subsection 11.1 ; (ii) not to have such approvals be conditioned or
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delayed for reasons which are inconsistent with the Existing Land Use Regulations or this
Agreement; and (iii) to Develop the Property in a manner consistent with such approvals in
accordance with the Existing Land Use Regulations and this Agreement. All Future
Development Approvals for the Property including, without limitation, Financing and
Conveyancing Maps, Master Tract Maps and Subdivision Maps, shall upon approval by the City,
be vested in the same manner as provided in this Agreement for the Existing Development
Approvals, for the Term of this Agreement.
4.3 Existing Development Approvals. Only those items specifically set
forth on Exhibit “B” hereto are deemed Existing Development Approvals for purposes of this
Agreement. Any approvals not included within Exhibit “B” shall not apply to the Project with
the exception of those reservations set forth in Section 11 below.
4.4 Specific Plan. Except as required by Exhibit J, the Developer shall
have the right, but not the obligation, to Develop the Property for the uses, in the manner and at
the locations specified in the Specific Plan.
4.5 Priority Of Specific Plan. The City has determined that the Specific
Plan is consistent with the General Plan, as amended through [GPA-_____], and the Zoning
Code, as amended through [ZC-_____]. As such, the Specific Plan shall be the primary
document governing the Development of the Property and, in the event of a conflict, shall prevail
over any other of the Existing Land Use Regulations except for this Agreement, which prevails
over the Specific Plan.
4.6 Later Enacted Measures. This Agreement is a legally binding contract
which will supersede any initiative, measure, moratorium, statute, ordinance, or other limitation
enacted after the Effective Date, except as provided in Section 11. Any such enactment which
materially affects, restricts, impairs, delays, conditions, or otherwise impacts the implementation
of the Development Plan (including the issuance of all necessary Future Development Approvals
or permits for the Project) in any way contrary to the terms and intent of this Agreement shall not
apply to the Project.
5. FINANCING AND THE CITY’S OBLIGATIONS.
5.1 Formation of CFD. Subject to the provisions of this Article 5, some or
all of the Eligible Facilities may be funded through the City’s formation of a CFD and the levy of
a special tax of the CFD (the “Special Tax”) and issuance of bonds secured by the Special Tax
(the “Bonds”) in accordance with the Financing Plan.
5.2 Procedures for Formation. The Developer shall promptly commence
the CFD process in order to timely comply with the requirements of this Agreement set forth in
Exhibit C and Exhibit J. The City and the Developer shall cooperate in good faith to form the
CFD consistent with the Financing Plan. Final terms and conditions regarding the formation of
the CFD, the rate and method of apportionment of the Special Taxes to be levied in the CFD, any
acquisition or construction agreements related thereto, and the terms of one or more series of
Bonds to be issued in conjunction therewith shall be determined jointly by City and the
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Developer in accordance with the Financing Plan and the City’s Goals and Policies for
Financing. In conjunction with the formation of the CFD, the Developer and the City shall
cooperate in good faith to negotiate and finalize any acquisition and funding agreement prior to
the formation of the CFD addressing the terms of construction, acquisition and financing of any
of the Eligible Facilities to be funded by the CFD (such agreement to be referred to herein as the
“CFD Agreement”).
5.3 Timing of Formation. After Developer has initiated formation of the
CFD, City shall take all necessary steps to form the CFD, in good faith, consistent with the
City’s Goals and Policies and applicable law. City shall complete formation proceedings within
180 days after Developer makes the necessary complete submission.
5.4 Term of Special Tax and Bonds. The term of the Special Tax on the
Property implemented as part of the CFD shall not exceed 40 years. The term of the Bonds to be
paid for with the Special Tax shall not exceed 30 years. The City shall record a notice of
cessation of the special tax lien following payment in full of the Bonds and any remaining
administrative expenses.
5.5 Failure to Form CFD. If the CFD is not formed after Developer’s
written application, or is formed but not in accordance with the terms of this Agreement, for a
period of 60 days after either receiving written notice from the City of its decision not to form a
CFD or after the City forms the CFD, Developer shall have the right, but not the obligation, to
terminate this Agreement upon providing 30 days written notice to the City prior to the actual
termination date.
6.TIME FOR CONSTRUCTION AND COMPLETION OF PROJECT AND
DEVLOPER OBLIGATIONS.
6.1 Timing of Development. The Parties acknowledge that the substantial
public benefits to be provided by the Developer to the City pursuant to this Agreement are in
consideration for, and in reliance upon, assurances that the City will permit Development of the
Property in accordance with the terms of this Agreement. Accordingly, the City shall not
attempt to restrict, limit or otherwise dictate the Development of the Property in any manner that
would conflict with the provisions of this Agreement. One of the primary reasons the City is
willing to enter into this Development Agreement is Developer’s commitment to develop the
Project Site with a mix of uses as set forth in the Specific Plan within a reasonable period of
time. However, the City also acknowledges that the Developer cannot predict the exact timing
or rate at which the Property will be Developed, and is therefore willing to provide the
Developer with a reasonable level of flexibility in the timing of development. The timing and
rate of Development depend on numerous factors such as market demand, interest rates,
absorption, completion schedules and other factors, which are not within the control of the
Developer or the City. In Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465,
the California Supreme Court held that a construction company was not exempt from a city’s
growth control ordinance notwithstanding that the construction company and the city had entered
into a consent judgment (tantamount to a contract under California law) establishing the
company’s vested rights to develop its property in accordance with the zoning. The California
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Supreme Court reached this result on the basis that the consent judgment failed to address the
timing of development. It is the intent of the Parties to avoid the result of the Pardee case by
acknowledging and providing in this Agreement that the Developer shall have the vested right to
Develop the Property in such order and at such rate and at such time as the Developer deems
appropriate, subject to the thresholds for completion of certain public facilities as specified in
this Development Agreement and the Performance Schedule attached as Exhibit J. In addition
to, and not in limitation of, the foregoing, but except as set forth in the following sentence, it is
the intent of the Parties that no City moratorium or other similar limitation relating to the rate or
timing of the Development of the Property or any portion thereof, except a moratorium or
limitation necessitated by a public safety emergency or to avoid a public safety emergency,
whether adopted by initiative, referendum or otherwise, shall apply to the Property to the extent
that such moratorium, referendum or other similar limitation is in conflict with this Agreement.
Notwithstanding the foregoing, the Developer acknowledges that nothing herein is intended or
shall be construed as (i) overriding any provision of the Existing Land Use Regulations relating
to the phasing of Development of the Property; or (ii) restricting the City from exercising the
powers described in Section 11 of this Agreement to regulate Development of the Property.
Nothing in this Section 6.1 is intended to excuse or release the Developer from any obligation set
forth in this Agreement which is required to be performed on or before a specified calendar date
or event without regard to whether or not one or more Owners proceeds with any portion of the
Project.
6.2 Public Improvements. The scope, phasing and timing requirements for
the construction of all Proposed Project Facilities required for the Project shall be in accordance
with the Infrastructure Plan.
6.3 Soccer Field Refurbishment. Developer shall promptly commence the
Soccer Field Improvements in accordance with the specifications set forth in Exhibit “K”
attached hereto (“Soccer Field Improvements”) at the City Soccer Field, subject to City approval
of the commencement date to ensure a proper grow-in period for the new turf and minimal
interference with the AYSO season. The Soccer Field Improvements shall be completed within
in six (6) months of commencement as Developer understands that the field is critical for the
following AYSO season. Notwithstanding any other provision of this Agreement addressing or
authorizing delays in performance or tolling of deadlines in the agreement, Developer’s
obligation to complete the Soccer Field Improvements by the deadlines set forth in this section
and Exhibit “K” shall not be changed, delayed or extended for any reasons, including a Force
Majeur event, the initiation of litigation challenging the Project or the environmental impact
report certified for the project or any other reason whatsoever. Prior to the City issuing any
permits for the Soccer Field Improvements, Developer shall obtain the City Engineer’s approval
of an Engineer’s estimate for the cost of constructing the the Soccer Field Improvements and
provide the City with payment and performance security of the type and in the amounts set forth
in Government Code, sections 66499 through 66499.3and Grand Terrace Municipal Code,
Section 17.56.060 for the Soccer Field Improvements.
6.4 New Ball Field and Land Swap. One of the Special Mandatory Public
Improvements is a new ball park facility comprised of playground equipment, parking lot, and a
lighted baseball field to be constructed on the Developer’s New Ball Park Property to replace the
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existing, unlighted ball field located at the City’s Old Ball Park Property. Developer shall
commence and construct the New Ball Field Improvements in the time specified in the Exchange
Agreement. Prior to the City issuing any permits for the New Ball Field Improvements,
Developer shall obtain the City Engineer’s approval of an Engineer’s estimate for the cost of
constructing the the New Ball Field Improvements and provide the City with payment and
performance security of the type and in the amounts set forth in Government Code, sections
66499 through 66499.3 and Grand Terrace Municipal Code, Section 17.56.060 for the New Ball
Field Improvements.
6.5 Additional Development Conditions. The Parties further agree to and
accept the conditions of Development of the Property set forth in Exhibit “F.”
6.6 Annual Contribution to the City. During the Term of this Agreement
the Developer shall make on or before each anniversary of the Effective Date an annual
contribution to the City in the amount of Five Thousand Dollars ($5,000.00) to be placed in a
City account earmarked to fund events that benefit the City and its residents, as determined by
the City.
7.FEES, TAXES AND ASSESSMENTS.
7.1 Processing Fees. During the Term of this Agreement, the City may
require the Developer to pay all Processing Fees applicable to the Project at the rates in effect on
the applicable Application date or as described in this Agreement unless a specific amount is
stated herein. Within 90 days of the Developer providing the City with a detailed accounting of
the costs it incurred in connection with the processing of the Specific Plan and the
Environmental Impact Report (the “Reimbursable Specific Plan Costs”) the City will adopt a
“Specific Plan Fee” applicable to the entire Specific Plan area on a per developable acre basis to
recover the “Reimbursable Specific Plan Costs”. The Specific Plan Fee will increase by 5% each
year and be collected prior to the issuance of a Building Permit. The Developer shall receive a
credit against the Specific Plan Fee applicable to the Property in the amount equal to its
Reimbursable Specific Plan Costs and the amount by which such Reimbursable Specific Plan
Costs exceed such credit shall be Reimbursed to the Developer from Specific Plan Fees collected
from others within the Specific Plan area every six (6) months until the Developer has been
Reimbursed in full. The City shall take all necessary actions to terminate the Specific Plan Fee
when the City has determined the Developer has recovered its Reimbursable Specific Plan Costs
or twenty (20) years from the effective date of the Specific Plan Fee, whichever is earlier.
7.2 Development Impact Fees.
7.2.1 Limit on Exactions, Mitigation Measures, Conditions and
Development Fees. The City shall charge and impose only those Exactions, mitigation measures
and conditions, including, without limitation, dedications as are set forth in the Existing Land
Use Regulations, those DIFs as are expressly set forth in Exhibit “E” attached hereto, and no
others. The amounts of the DIFs applicable to the Project shall not increase during the first five
(5) years after the Effective Date of the Agreement. After this five year period, the Project shall
be subject to the DIFs at the rates in effect at the time of payment.
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7.2.2 Payment of Development Impact Fees. Subject to available
credits, the Development Impact Fees set forth on Exhibit “E” attached hereto, shall be paid at
the issuance of the Certificate of Occupancy for each building in the amount specified in
Exhibit “E”. The Developer may also elect to pay Development Impact Fees earlier under any of
the following circumstances:
(i) the payment is made with respect to a building or lot for which
rough grading has been certified as complete, building plans have been
approved and all conditions of approval for the issuance of a Building
Permit have been satisfied;
(ii) the DIFs are financed through a CFD; or
(iii) the early payment is approved by the City Manager.
Unless otherwise specified herein, the development of the Property shall not be subject to any
other Development Impact Fees.
7.2.3 Development Impact Fee Credits, City Contributions and
Reimbursements.
The Developer will be dedicating land and constructing, installing and improving various
Proposed Project Facilities that are DIF Improvements, as specified in Exhibit “D.” As a result,
all development within the Property shall be entitled to a credit against the applicable DIFs in an
amount equal to the lesser of (i) the Actual Costs of each DIF Improvement incurred by the
Developer and (ii) the total corresponding DIF obligation of the Project. The financing of any
DIF Improvement through a CFD shall not preclude the Developer’s receipt of corresponding
DIF credit for that Improvement.
The terms of the Reimbursement Agreement with the Developer shall otherwise be
consistent with the City’s forms generally used with all other development projects. Such
Reimbursement shall be paid to the Developer as future DIFs are collected by the City from
other benefited developments. Repayment shall extend beyond the Term of this Agreement if
necessary to Reimburse Developer as provided herein. To the extent that CFD proceeds are used
to fund the Excess Costs incurred by Developer, the DIFs collected from benefited developments
will be paid to the CFD.
8. PROCESSING OF REQUESTS AND APPLICATIONS: OTHER
GOVERNMENT PERMITS.
8.1 Processing. In reviewing any discretionary Future Development
Approvals, the City may impose only those conditions, exactions, and restrictions that are
allowed by the Development Plan and this Agreement, except otherwise specified in Section 11.
Upon satisfactory completion by the Developer of all required preliminary actions, meetings,
submittal of required information and payment of appropriate Processing Fees, if any, the City
shall promptly commence and diligently proceed to complete all required steps necessary for the
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implementation of this Agreement and the Project in accordance with this Agreement and the
Existing Land Use Regulations, subject to Developer’s payment of applicable processing fees
and potential additional costs set forth in Section 9.2 to ensure the availability of City resources.
In this regard, the Developer, in a timely manner, will provide the City with all documents,
applications, plans and other information necessary for the City to carry out its obligations
hereunder and will cause the Developer’s planners, engineers and all other consultants to submit
in a timely manner all required materials and documents therefor. It is the express intent of this
Agreement that the parties cooperate and diligently work to implement any zoning or other land
use, site plan, subdivision, grading, building or other approvals for the Project in accordance with
the Development Plan and those items set forth in Exhibit “F” subject to Section 11.
8.2 Additional Inspectors and Plan Checkers. In the event that the
Developer requests it, the City shall permit overtime, including both additional days and hours,
for inspections and plan checking at the Developer’s expense. The Developer shall pay overtime
based on the City’s fully-burdened hourly rate established for the appropriate staff position. In
the event that the City is unable to provide inspectors or plan checkers capable of meeting the
demand for inspections or plan checks required for the Project in a timely fashion, the City shall,
if requested to do so by the Developer and at the Developer’s expense, employ additional private
entities or persons to perform such services.
8.3 Development Approvals. The City shall extend through at least the
Term hereof (pursuant to Government Code §§ 66452.6 and 65863.9) all Master Tract Maps, all
tentative and vesting tentative Subdivision Maps and all other Development Approvals applied
for by the Developer during the Term of this Agreement and approved by the City in the future
in accordance with the Subdivision Map Act.
8.4 Multiple Final Maps. The Developer may file as many final
Subdivision Maps and final Master Tract Maps as it deems appropriate in its sole and absolute
discretion.
8.5 Financing and Conveyance Maps: The Developer may have a
Financing and Conveyancing Map approved for the purpose of conveying portions of the
Property to others and/or for the purpose of creating legal lots that may be used as security for
loans to develop the Property. Other than this Development Agreement, any such Financing and
Conveyancing Map shall not authorize any Development and shall not be subject to any
additional conditions, Exactions or restrictions, other than monumentation and conditions that do
not require the payment of money, other than Processing Fees, or the installation or construction
of improvements, other than those contained in the Development Approvals.
8.6 Water Availability. When applicable, any Subdivision Maps prepared
for the Property, or any portion of the Property, shall comply with the provisions of Government
Code § 66473.7.
8.7 Other Governmental Permits. The City shall cooperate with the
Developer in Developer’s efforts to obtain other permits and approvals as may be required from
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other governmental or quasi-governmental agencies having jurisdiction over the Project as may
be required for the Development of, or provision of services to, the Project.
8.8 Public Agency Coordination. The City and Developer shall cooperate
and use reasonable efforts in coordinating the implementation of the Project with other public
agencies, if any, having jurisdiction over the Property or the Project.
9.AMENDMENT AND MODIFICATION OF DEVELOPMENT AGREEMENT.
9.1 Initiation of Amendment. Either Party may propose an amendment to
this Agreement.
9.2 Procedure. Except as set forth in Section 10.4 below, the procedure
for proposing and adopting an amendment to this Agreement shall be the same as the procedure
required for entering into this Agreement in the first instance, and meet the requirements of the
Development Agreement Statute § 65868 and shall be recorded in the Official Records of San
Bernardino County.
9.3 Consent. Except as expressly provided in this Agreement, no
amendment to all or any provision of this Agreement shall be effective unless set forth in writing
and signed by duly authorized representatives of each of the Parties hereto and recorded in the
Official Records of San Bernardino County. In the event that such amendment affects only a
portion of the Property, such amendment shall only require the agreement of the City, the
Developer of that portion of the Property and the Owner of that portion of the Property.
9.4 Minor Modifications.
9.4.1 Flexibility Necessary. The provisions of this Agreement require
a close degree of cooperation between the City and the Developer. Implementation of the
Project may require minor modifications of the details of the Development Plan and affect the
performance of the Parties under this Agreement. The anticipated refinements to the Project may
demonstrate that clarifications to this Agreement and the Development Plan are appropriate with
respect to the details of performance of the City and the Developer. The Parties desire to retain a
certain degree of flexibility with respect to those items covered in general terms under this
Agreement. Therefore, non-substantive and procedural modifications of the Development Plan
pursuant to this Section 10.4 shall not require modification of this Agreement and may be
approved by the City Manager. However, the City Manager shall have the discretion to submit
any minor modifications to the City Council for approval.
9.4.2 Non-Substantive Changes. A modification will be deemed non-
substantive and/or procedural if it does not:
9.4.2.1 Alter the permitted uses of the Property as a whole;
9.4.2.2 Increase the density or intensity of use of the Property as a
whole.
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9.4.2.3 Delete a requirement for the reservation or dedication of
land for public purposes within the Property as a whole and in a manner that will result in
significant public health and safety impacts.
9.4.2.4 Waive or substantially alter any Developer obligations to
comply with any conditions of approval of any Development Approvals unless the City
determines the obligation has been replaced with a comparable obligation or is no longer
necessary or feasible.
9.4.2.5 Waive or substantially alter any Developer obligations to
comply with any mitigation measures in the Mitigation Monitoring and Reporting Program
adopted with the Certification of the Environmental Impact Report dated _____ prepard for the
Project unless the City determines the obligation has been replaced with a comparable obligation
or is no longer necessary or feasible.
9.4.2.6 . Waive or substantially reduce any fees, payments or
exactions required of the Developer under this Agreement.
9.4.2.7 Materially increase costs to the City or increase the City’s
exposure to potential legal liability.
9.4.3 Hearing Rights Protected. Notwithstanding the foregoing, City
will process any change to this Agreement consistent with state law and will hold public hearings
thereon if so required by state law and the Parties expressly agree nothing herein is intended to
deprive any party or person of due process of law.
9.5 Effect of Amendment to Development Agreement. Except as
expressly set forth in any such amendment, an amendment to this Agreement will not alter,
affect, impair, modify, waive, or otherwise impact any other rights, duties, or obligations of
either Party under this Agreement.
10. RESERVATIONS OF AUTHORITY.
10.1 Limitations, Reservations and Exceptions. Notwithstanding anything
to the contrary set forth hereinabove, the City may exercise its regulatory discretion only to the
extent permitted by the Existing Land Use Regulations and the following Land Use Regulations
adopted by City hereafter which shall apply to and govern the Project (“Reservation of
Authority”):
10.1.1 Future Regulations. Future Land Use Regulations which (i) are
not in conflict with the Existing Land Use Regulations, (ii)allowed under the Development
Agreement Statute (§ 65866); or (ii) are in conflict with the Existing Land Use Regulations but
the application of which to the Project has been consented to in writing by Developer.
10.1.2 State and Federal Laws and Regulations. In compliance with
Government Code §65869.5, where state or federal laws or regulations enacted after the
Effective Date prevent or preclude compliance with one or more provisions of this Agreement,
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the Parties shall meet and confer in order to mutually determine and implement modifications to,
or the suspension of, those provisions of the Agreement as may be necessary to comply with
such state or federal laws and regulations in the manner that has the least negative impact on the
Development Plan and Developer’s rights and benefits under this Agreement.
10.1.3 Public Health and Safety/Uniform Codes.
10.1.3.1 Adoption Automatic Regarding Uniform Codes.
This Agreement shall not prevent the City from adopting future Land Use Regulations or
amending Existing Land Use Regulations which are uniform codes and are based on
recommendations of a multi-state professional organization and become applicable throughout
the City, such as, but not limited to, the Uniform Building, Electrical, Plumbing, Mechanical, or
Fire Codes.
10.1.3.2 Adoption Regarding Public Health and Safety. This
Development Agreement shall not prevent the City from adopting future Land Use Regulations
respecting public health and safety to be applicable throughout the City, including the Property,
which directly result from findings by the City that failure to adopt such future Land Use
Regulations would result in an imminent significant and unanticipated condition injurious or
detrimental to the public health and safety and that the application of such future Land Use
Regulations to the Property are the only reasonable means to correct or avoid such condition.
10.2 This Agreement shall not be construed to limit the obligations of the
City to comply with CEQA or any other federal or state law.
10.3 Fees, Taxes and Assessments. Notwithstanding any other provision
herein to the contrary, the City retains the right (i) to impose or modify Processing Fees to the
extent applicable on a Citywide basis, (ii) to impose or modify Citywide business licensing or
other fees pertaining to the operation of businesses, (iii) to impose or modify Taxes that apply
Citywide such as utility taxes, sales taxes and transient occupancy taxes and (iv) to impose or
modify Citywide user fees and charges for City electrical utility charges and storm water quality
fees that are required in order for the City to fund facilities, activities or services necessary to
comply with state, federal or regional laws and regulations, and that do not duplicate facilities,
activities or services funded with HOA assessments.
11. PERIODIC REVIEW.
11.1 Good Faith Compliance. Developer shall annually provide
documentation of good faith compliance with this agreement per Govt. Code Section 65865.1 to
the City. The City may, at least every twelve (12) months, during the Term of this Agreement,
conduct a public meeting to review the extent of good faith substantial compliance by Developer
with the terms of this Agreement at Developer’s expense. Such periodic review shall be limited
in scope to compliance with the terms of this Agreement pursuant to Government Code Section
65865.1. Notice of such annual review will be provided by the Development Services Director
to Developer thirty (30) days prior to the date of the public meeting by the Planning Commission
and shall include the statement that any review may result in amendment or termination of this
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Agreement as provided herein. A finding by the City of good faith compliance by the Developer
with the terms of this Development Agreement shall conclusively determine the issue up to and
including the date of such review. Nothing in this Section shall be deemed to create a duty of
responsibility of City or Developer or define an event of default that but for such concurrent
review would not have been so created or defined.
11.3 Failure to Comply in Good Faith. If the City Council makes a finding
that the Developer has not complied in good faith with the terms and conditions of this
Agreement, the City shall provide written notice to the Developer describing: (i) such failure to
comply with the terms and conditions of this Agreement (referenced to herein as a “Default”);
(ii) the actions, if any, required by the Developer to cure such Default; and (iii) the time period
within which such Default must be cured. The Developer shall have, at a minimum, thirty (30)
business days after the date of such notice to cure such Default, or in the event that such Default
cannot be cured within such thirty (30) day period but can be cured within one (1) year, the
Developer shall have commenced the actions necessary to cure such Default and shall be
diligently proceeding to complete such actions necessary to cure such Default within thirty (30)
days from the date of notice. If the Default cannot be cured within thirty (30) days, as
determined by the City during periodic or special review, the Developer shall have such time as
may be reasonably required to cure the Default with diligent effort.
11.5 Failure to Cure Default. If the Developer fails to cure a Default within
the time periods set forth above, the City Council may modify or terminate this Agrement as
provided below.
11.7 Estoppel Certificate. If at the conclusion of the periodic review, the
City finds that the Developer is in substantial compliance with this Agreement, the City shall
upon the Developer’s request, issue an Estoppel Certificate to the Developer in a form
satisfactory to the City Attorney.
11.8 Failure to Conduct Periodic Review. The failure of either party to
conduct its periodic review shall not be a Developer Default unless Developer fails to cooperate
in providing necessary information.
12. DEFAULT, REMEDIES AND TERMINATION.
12.1 Rights of Non-Defaulting Party after Default. The Parties
acknowledge that both Parties shall have hereunder the remedies as provided by law or equity
following the occurrence of a Default or to enforce any covenant or agreement herein, except
that in no event shall either party, or its officers, agents, attorneys, or employees, be liable in
damages for any breach or violation of this Agreement, it being expressly understood and agreed
that the remedies for a breach or violation of this Agreement by either partyshall be limited to
terminating this Development Agreement (and also all related agreements being the
Reimbursement Agreement and the Exchange Agreement (collectively the “Related
Agreements”) or pursuing an action in mandamus, specific performance or other injunctive or
declaratory relief to enforce the provisions of all the Related Agreements. Before this Agreement
may be terminated or action may be taken to obtain judicial relief the Party seeking relief (“Non-
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Defaulting Party”) shall comply with the notice and cure provisions of this Section 13.Cross
Default. Any default under any other agreements between the City and Developer including, but
not limited to, the Reimbursement Agreement, Exchange Agreement, DDA, etc. shall be a
default under this Agreement.
12.2 Notice and Opportunity to Cure. A Non-Defaulting Party in its
discretion may elect to declare a Default under this Agreement in accordance with the procedures
hereinafter set forth for any failure or breach of the other Party (“Defaulting Party”) to perform
any material duty or obligation of the Defaulting Party under the terms of this Agreement.
However, the Non-Defaulting Party must provide written notice to the Defaulting Party setting
forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party
to cure such breach or failure. The Defaulting Party shall be deemed in Default under this
Agreement, if the breach or failure can be cured, but the Defaulting Party has failed to take such
actions and cure such default within thirty (30) days after the date of such notice or five (5) days
for monetary defaults (or such lesser time as may be specifically provided in this Agreement).
However, if such non-monetary Default cannot be cured within such thirty (30) day period, and
if and, as long as the Defaulting Party does each of the following:
(i) Notifies the Non-Defaulting Party of the Defaulting Party’s proposed
course of action to cure the default;
(ii) Promptly commences to cure the default within the thirty (30) day period;
(iii) Makes periodic reports to the Non-Defaulting Party as to the progress of
the program of cure;
(iv) Diligently prosecutes such cure to timely completion then
The Defaulting Party shall not be deemed in breach of this Agreement once the breach has been
cured.
Notwithstanding the foregoing, the Defaulting Party shall be deemed in default
under this Agreement if the breach or failure involves the payment of money but the Defaulting
Party has failed to completely cure the monetary default within ten (10) days (or such lesser time
as may be specifically provided in this Agreement) after the date of such notice.
12.3 Dispute Resolution.
12.3.1 Meet and Confer. Prior to any Party issuing a Default Notice
hereunder, the Non-Defaulting Party shall inform the Defaulting Party either orally or in writing
of the Default and request a meeting to meet and confer over the alleged default and how it might
be corrected. The Parties through their designated representatives shall meet within ten (10)
days of the request therefore. The Partiesmay voluntarily (without waiving rights) meet as often
as may be necessary to correct the conditions of default, but after the initial meeting either Party
may also terminate the meet and confer process and proceed with the formal Default Notice.
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12.3.2 Termination Notice. Upon receiving a Default Notice, should
the Defaulting Party fail to timely cure any default, or fail to diligently pursue such cure as
prescribed above, the Non-Defaulting Party may, in its discretion, provide the Defaulting Party
with a written notice of intent to terminate this Agreement and other agreements (“Termination
Notice”). The Termination Notice shall state that the Non-Defaulting Party will elect to
terminate the Agreement and such other agreements as the Non-Defaulting Party elects to
terminate within thirty (30) days and state the reasons therefor (including a copy of any specific
charges of default) and a description of the evidence upon which the decision to terminate is
based. Once the Termination Notice has been issued, the Non-Defaulting Party’s election to
terminate any agreements will only be waived or resolved (i) if the Defaulting Party fully and
completely cures all defaults prior to the date of termination, (ii) pursuant to Section 13.6.3
below or (iii) if the Non-Defaulting Party elects to revoke the Termination Notice.
12.3.3 Hearing Opportunity Prior to Termination. Prior to any
termination by the City, a termination hearing shall be conducted as provided herein
(“Termination Hearing”). The Termination Hearing shall be scheduled as an open public hearing
item at a regularly-scheduled City Council meeting within forty-five (45) days of the
Termination Notice, subject to any legal requirements including but not limited to the Ralph M.
Brown Act, Government Code Sections 54950-54963. At said Termination Hearing, the
Defaulting Party shall have the right to present evidence to demonstrate that it is not in default
and to rebut any evidence presented in favor of termination. Based upon substantial evidence
presented at the Termination Hearing, the Council may, by adopted resolution, act as follows:
A.Decide to terminate this Agreement.
B Determine that the alleged Defaulting Party is innocent of a default
and, accordingly, dismiss the Termination Notice and any charges of default; or
C.Impose conditions on a finding of default and a time for cure, such
that Defaulting Party’s fulfillment of said conditions will waive or cure any default.
Findings of a default or a condition of default must be based upon substantial
evidence supporting the following three findings: (i) that a default in fact occurred and has
continued to exist without timely cure, and (ii) that the Non-Defaulting Party’s performance has
not excused the default. Notwithstanding the foregoing, nothing herein shall vest authority in
the City Council to unilaterally change any material provision of the Agreement.
Following the decision of the City Council, any Party dissatisfied with the
decision may seek judicial relief consistent with this Section 12.
12.4 Waiver of Breach. By not filing a challenge to the City’s action to
enact any Development Approval within the period established by applicable law, Developer
shall be deemed to have waived any claim that any condition of approval is improper or that the
action, as approved, constitutes a breach of the provisions of this Agreement.
12.5 Limitations on Defaults. Notwithstanding any provision in this
Agreement to the contrary, a Default by one Owner shall not constitute a Default by an Owner of
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a portion of the Property, which is not the owner of the portion of the Property that is the subject
of the Default (an “Innocent Owner”). Likewise, a Default by an Owner with respect to a Lot (or
group of Lots) it owns or leases shall not constitute a Default by an Innocent Owner, nor shall
the Default by another Owner of a portion of the Property not owned by an Innocent Owner
constitute a Default of the Innocent Owner. Therefore, (i) no Innocent Owner shall have any
liability to the City for, or with respect to, any Default by another Owner or any Default of any
other Owner, (ii) an Innocent Owner shall have no liability to the City for, or with respect to, any
Default by any other Owner, and (iii) the City’s election to terminate this Agreement as a result
of a Default by an Owner shall not result in a termination of this Agreement with respect to
either (x) any portion of the Property not owned by such Owner or (y) those Lots owned or
leased by an Innocent Owner until such time that this Agreement would otherwise terminate in
accordance with its terms.
12.6 Venue. In the event of any judicial action, venue shall be in the
Superior Court of San Bernardino County.
12.7 Effect of Termination on Monetary Obligations. Termination of this
Agreement shall not waive or limit Developer’s monetary obligations to City incurred prior to
the date of termination,
13. ASSIGNMENT.
13.1 General. The Developer shall not transfer this Agreement or any of
the Developer’s rights and obligations hereunder, directly or indirectly, voluntarily or by
operation of law, unless and until a successor party with the necessary financial capacity and
experience and Developer sign and deliver to the City an assignment and assumption agreement,
in the form attached hereto as Exhibit “H,” pursuant to which the successor party shall assume
such obligations. Subject to the City’s written approval, which shall not be unreasonably
conditioned, withheld, or delayed, the transferee’s and Developer’s execution of the assignment
and assumption agreement shall be deemed to release the Developer of liability for performance
under this Agreement of the obligations transferred and specified in such assignment and
assumption agreement and the City shall thereafter look solely to that transferee for compliance
with this Agreement with respect to such obligations and the portion of the Property so
transferred. The City may deny approval of an assignment and assumption agreement if the
Developer fails to provide adequate evidence, as reasonably determined by the City, that the
transferee has adequate financial capacity, development experience, and a record of compliance
with other agreements with cities related to development projects to ensure that the transferee
will comply with the terms of this Development Agreement. Developer shall provide all
information about the proposed assignee to City as requested by City.
13.2 Subsequent Owners. Notwithstanding any provision of this
Agreement to the contrary, City approval shall not be required for the transfer of any portion of
the Property under this Agreement to a subsequent Owner or Developer, provided no such
transfer shall relieve Developer of its obligations hereunder (unless the transferee executes an
assignment and assumption agreement). Following any such transfer or assignment of any of the
rights and interests of the Developer under this Agreement, in accordance with Section 14.1
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above, the exercise, use and enjoyment of such rights and interests shall continue to be subject to
the terms of this Agreement to the same extent as if the assignee or transferee were the
Developer.
13.3 Termination of Agreement With Respect to Individual Lots.
Notwithstanding any provisions of this Agreement to the contrary, as to any single-family
residential Lot which (i) has been finally subdivided, (ii) has had its Certificate of Occupancy
issued, and (iii) is individually (and not in “bulk”) sold or otherwise conveyed to an owner-user,
this Agreement shall terminate as of the date of occurrence of the last of such three items and
thereupon, and without the execution or recordation of any further document or instrument, such
Lot shall be released from and no longer be subject to the provisions of this Agreement. In
addition, as to any Lot or other portion of the Property that is sold or otherwise conveyed to a
public agency, public utility or the HOA, this Agreement shall terminate on the date of
conveyance and thereupon, and without the execution or recordation of any further document or
instrument, such Lot shall be released from and no longer be subject to the provisions of this
Agreement. As to any other Lot not covered by the prior two sentences of this subsection,
including, without limitation, commercial and multi-family residential projects, which (i) has
been finally subdivided; and (ii) has had its Certificate(s) of Occupancy issued, this Agreement
shall terminate on the date the last of the above items happens and thereupon, and without the
execution or recordation of any further document or instrument, such Lot shall be released from
and no longer be subject to the provisions of this Agreement.
14. RELEASES AND INDEMNITIES.
14.1 Third-Party Litigation.
14.1.1 Non-liability of City. As set forth above, the City has
determined that this Agreement is consistent with the General Plan and that the General Plan and
Development Approvals meets all of the legal requirements of State law. The Parties
acknowledge that:
A. In the future there may be challenges to legality, validity and
adequacy of the General Plan, the Development Approvals and/or this Agreement; and
B. If successful, such challenges could delay or prevent the
performance of this Agreement and the Development of the Property.
In addition to the other provisions of this Agreement, including, without
limitation, the provisions of this Section 15, so long as the Developer has diligently defended
against the claim or litigation, as reasonably determined by the City, neither Party shall have
liability under this Agreement for any failure of the City to perform under this Agreement or the
inability of the Developer to Develop the Property as contemplated by the Development Plan or
this Agreement as the result of a judicial determination resulting from a Claim or Litigation that
on the Effective Date, or at any time thereafter, the General Plan, the Land Use Regulations, the
Development Approvals, this Agreement, or portions thereof, are invalid or inadequate or not in
compliance with law.
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14.1.2 Revision of Land Use Restrictions. If, for any reason, the
General Plan, Land Use Regulations, Development Approvals, this Agreement or any part
thereof is hereafter judicially determined, as provided above, to not be in compliance with the
State or Federal Constitution, laws or regulations and, if such noncompliance can be cured by an
appropriate amendment thereof otherwise conforming to the provisions of this Agreement, then
this Agreement shall remain in full force and effect to the extent permitted by law. The
Development Plan, Development Approvals and this Agreement shall be amended, as necessary
and as agreed by the Parties, in order to comply with such judicial decision.
14.1.3 Participation in Litigation: Indemnity. To the full extent
permitted by law, the Developer shall indemnify the City and its City Council, commissions,
officers, agents and employees (each, an “Agent”) and will hold and save them and each of them
harmless from any and all Claims or Litigation (including but not limited to attorneys’ fees and
costs) against the City and/or Agent for any such Claims or Litigation and shall be responsible
for any judgment arising therefrom. The City shall provide the Developer with notice of the
pendency of such action and shall request that the Developer defend such action. The Developer
shall reimburse the City for any necessary legal cost incurred by City including, without
limitation, reasonable costs incurred by the City Attorney to defend the City in the litigation.
Alternatively, the City may select legal counsel to defend it in the litigation and Developer shall
pay all reasonable fees and costs associated with the City’s defense. The Developer shall be
liable for any costs incurred by the City up to the date of any settlement and any necessary costs
of implementing or enforcing the settlement, but shall have no further obligation to the City
beyond the payment of those costs. In the event of an appeal, or a settlement offer, the Parties
shall confer in good faith as to how to proceed.
14.2 Hold Harmless: Developer’s Construction and Other Activities. The
Developer shall indemnify, defend, save and hold the City and its Agents harmless from any and
all Claims and Litigation which may arise, directly or indirectly, from the Developer’s or the
Developer’s agents, contractors, subcontractors, agents, or employees’ operations under this
Agreement, whether such operations be by the Developer or by any of the Developer’s agents,
contractors or subcontractors or by any one or more persons directly or indirectly employed by
or acting as agent for the Developer or any of the Developer’s agents, contractors or
subcontractors. Nothing herein is intended to make the Developer liable for the acts of the City’s
officers, employees, agents, contractors of subcontractors.
14.3 Survival of Indemnity Obligations. All indemnity provisions set forth
in this Agreement shall survive termination of this Agreement for any reason other than the
City’s Default.
15. EFFECT OF AGREEMENT ON TITLE.
15.1 Covenant Run with the Land. Subject to the provisions of Sections 14
and 18 and pursuant to the Development Agreement Statute (§ 65868.5):
A. All of the provisions, agreements, rights, powers, standards, terms,
covenants and obligations contained in this Agreement shall be binding upon the parties and their
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respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees,
administrators, representatives, lessees, and all other persons acquiring any rights or interests in
the Property, or any portion thereof, whether by operation of laws or in any manner whatsoever
and shall inure to the benefit of the parties and their respective heirs, successors (by merger,
consolidation or otherwise) and assigns;
B. All of the provisions of this Agreement shall be enforceable as
equitable servitudes and constitute covenants running with the land pursuant to applicable law;
and
C. Each covenant to do or refrain from doing some act on the
Property hereunder (i) is for the benefit of and is a burden upon every portion of the Property, (ii)
runs with such lands, and (iii) is binding upon each Party and each successive Owner during its
ownership of such properties or any portion thereof, and each person having any interest therein
derived in any manner through any Owner of such lands, or any portion thereof, and each other
person succeeding to an interest in such lands.
16. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION.
16.1 Non-liability of City Officers and Employees. No official, agent,
contractor, or employee of the City shall be personally liable to the Developer, or any successor
in interest, in the event of any default or breach by the City.
16.2 Conflict of Interest. No officer or employee of the City shall have any
financial interest, direct or indirect, in this Agreement nor shall any such officer or employee
participate in any decision relating to this Agreement which affects the financial interest of any
corporation, partnership or association in which he or she is, directly or indirectly, interested, in
violation of any state statute or regulation.
17. MORTGAGEE PROTECTION.
17.1 Developer’s Breach Not Defeat Mortgage Lien. The Developer’s
breach of any of the covenants or restrictions contained in this Agreement shall not defeat or
render void the lien of any Mortgage made in good faith and for value but, unless otherwise
provided herein, the terms, conditions, covenants, restrictions, easements, and reservations of
this Agreement shall be binding and effective against the holder of any such Mortgage whose
interest is acquired by foreclosure, trustee’s sale or otherwise.
17.2 Holder Not Obligated to Construct or Complete Improvements. The
holder of any Mortgage shall in no way be obligated by the provisions of this Agreement to
construct or complete the improvements or to guarantee such construction or completion.
Nothing in this Agreement shall be deemed or construed to permit or authorize any such holder
to devote the Project or any portion thereof to any uses, or to construct any improvements
thereon, other than those uses or improvements provided for or authorized by this Agreement.
17.3 Notice of Default to Mortgagee. Whenever the City shall deliver any
notice or demand to the Developer with respect to any breach or default by the Developer
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hereunder, the City shall at the same time deliver a copy of such notice or demand to each holder
of record of any Mortgage who has previously made a written request to the City therefor, or to
the representative of such lender as may be identified in such a written request by the lender. No
notice of default shall be effective as to the holder unless such notice is given.
17.4 Right to Cure. Each holder of a Mortgage (insofar as the rights of City
are concerned) shall have the right, at its option, within ninety (90) days after the receipt of the
notice, one hundred twenty (120) days after the Developer’s cure rights have expired, or ninety
(90) days after it has acquired possession of the Property, whichever is later, to:
A. Obtain possession, if necessary, and to commence and diligently
pursue the cure until the same is completed, and
B. Add the cost of said cure to the security interest debt and the lien
or obligation on its security interest;
provided that, in the case of a Default which cannot with diligence be remedied or cured within
such cure periods referenced above in this Section 18.4, such holder shall have additional time as
reasonably necessary to remedy or cure such Default.
In the event there is more than one such Mortgage holder, the right to cure or
remedy a breach or Default of the Developer under this Section shall be exercised by the holder
first in priority or as the holders may otherwise agree among themselves, but there shall be only
one exercise of such right to cure and remedy a breach or Default of the Developer under this
Section.
No Mortgage holder shall undertake or continue the construction or completion of
the improvements (beyond the extent necessary to preserve or protect the improvements or
construction already made) without first having expressly assumed the Developer’s obligations
to the City by written agreement satisfactory to City with respect to the Project or any portion
thereof in which the holder has an interest. The Mortgage holder must agree to complete, in the
manner required by this Agreement, the improvements to which the lien or title of such holder
relates, and submit evidence satisfactory to the City that it has the qualifications and financial
responsibility necessary to perform such obligations.
18. MISCELLANEOUS.
18.1 Estoppel Certificates. Either Party (or a Mortgagee under Section 18)
may at any time deliver written notice to the other Party requesting an Estoppel Certificate
addressing:
A. whether the Agreement is in full force and effect and is a binding
obligation of the Parties;
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B. whether the Agreement has not been amended or modified either
orally or in writing or, if so amended, identifying the amendments;
C. whether there are no existing defaults under the Agreement to the
actual knowledge of the party signing the Estoppel Certificate; and
D. such other matters as may reasonably be requested.
A Party receiving a request for an Estoppel Certificate shall provide a signed certificate to the
requesting Party within thirty (30) days after receipt of the request. Both the City Manager and
the City Attorney shall be required to sign Estoppel Certificates on behalf of the City. An
Estoppel Certificate may be relied on by assignees and Mortgagees. The Estoppel Certificate
shall be substantially in the same form as Exhibit “C.”
18.2 Permitted Delays and Adverse Economic Events..
18.2.1 Performance by a party of its obligations hereunder shall be excused
during any period of "Permitted Delay." Permitted Delay shall mean delay beyond the
reasonable control of the Party claiming the delay (specifically excluding a party's financial
inability to perform), including, but not limited to: (a) acts of God, including without limitation
earthquakes, floods, fire, natural disasters, weather conditions that are abnormal for the period of
time and could not have been reasonably anticipated, pandemics, epidemics, and other natural
calamities, (b) civil commotion; (c) riots or terrorist acts; (d) strikes, picketing or other labor
disputes; (e) severe shortages of materials or supplies critical to the construction of the Project;
(f) the discovery of underground or other unknown conditions which delay any work; (g) damage
to work in progress by reason of fire, floods or other casualties; (h) failure, delay or inability of
the other party to act; (i) moratoria or other delays caused by restrictions imposed or mandated
by, or other actions or inactions of governmental entities, and (j) legal or administrative actions
or inactions related to development of the Property. A Permitted Delay for any cause will be
deemed granted if written notice by the party claiming such delay is timely sent to the other party
setting forth the relevant facts and circumstances and the estimated time of delay (a “Delay
Notice”). Within ten (10) days from receipt of a Delay Notice, the parties shall meet and confer
in good faith to determine the agreed period of delay and any actions to be taken in response
thereto, which shall be documented by the parties in writing in an Operating Memorandum.
18.2.2: In the event of a significant adverse event concerning the financial
markets or residential markets that renders performance under this Agreement financially
infeasible (an “Adverse Economic Event”), Developer shall promptly notify the City of the
specific facts and circumstances that render performance infeasible (“Financial Infesibility
Notice”). Within ten (10) days from receipt of a Financial Infeasibility Notice, the parties shall
meet and confer in good faith to determine whether performance, or any portion thereof, is truly
infeasible, and if so, the agreed period of delay and any actions to be taken in response thereto,
which shall be documented by the parties in writing in an Operating Memorandum. If the parties
cannot agree on whether there is an Adverse Economic Event or the amount of time of permitted
delay, the parties agree to participate in non-binding mediation before either party may pursue
any remediese under Section 13 of this Agreement.
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18.3 Interpretation.
18.3.1 Construction of Development Agreement. The language of this
Agreement shall be construed as a whole and given its fair meaning. The captions of the sections
and subsections are for convenience only and shall not influence construction. This Agreement
shall be governed by the laws of the State of California. This Agreement shall not be deemed to
constitute an illegal surrender or abrogation of the City’s governmental powers over the
Property.
18.3.2 Entire Agreement. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter of this Agreement and this
Agreement supersedes all previous negotiations, discussions, memoranda of understanding, and
agreements between the Parties. No parol evidence of any prior or other agreement shall be
permitted to contradict or vary the terms of this Agreement.
18.3.3 Recitals. The recitals in this Agreement constitute part of this
Agreement and each Party shall be entitled to rely on the truth and accuracy of each recital as an
inducement to enter into this Agreement.
18.3.4 Mutual Covenants. The covenants contained herein are mutual
covenants and also constitute conditions to the concurrent or subsequent performance by the
Party benefitted thereby of the covenants to be performed hereunder by such benefitted Party.
18.4 Severability. If any provision of this Agreement is adjudged invalid,
void or unenforceable, that provision shall not affect, impair, or invalidate any other provision,
unless such judgment affects a material part of this Agreement in which case the parties shall
comply with the procedures set forth in Section 15.1.2 above.
18.5 No Third Party Beneficiaries. The only Parties to this Agreement are
the Developer and the City and their successor and assigns. There are no third party beneficiaries
and this Agreement is not intended, and shall not be construed, to benefit or be enforceable by
any other person whatsoever.
18.6 Notice.
18.6.1 To Developer. Any notice required or permitted to be given by
the City to the Developer under this Agreement shall be in writing and delivered personally to
the Developer as set forth below or mailed, with postage fully prepaid, registered or certified
mail, return receipt requested, addressed as follows:
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Lewis Land Developers, LLC
c/o Lewis Operating Corp.
1156 N. Mountain Avenue
Upland, CA 91786
Attention: Erren O’Leary
With a copy to:
James D. Vaughn,, Esq.
Stowell, Zeilenga, Ruth, Vaughn & Treiger, LLP
4580 E. Thousand Oaks Blvd., Suite 190
Westlake Village, CA 91362
or such other address as the Developer may designate in writing to the City.
18.6.2 To the City. Any notice required or permitted to be given by the
Developer to the City under this Agreement shall be in writing and delivered personally to as set
forth below or mailed with postage fully prepaid, registered or certified mail, return receipt
requested, addressed as follows:
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92346
Attention: City Manager
Aleshire & Wynder
1 Park Plaza Boulevard
Suite 1000
Irvine, CA 92614
Attn: Adrian Guerra
or such other address as the City may designate in writing to the Developer.
Notices provided pursuant to this Section shall be deemed received at the date of delivery as
shown on the affidavit of personal service or the Postal Service receipt.
18.7 Relationship of Parties. It is specifically understood and
acknowledged by the Parties that the Project is a private development, that neither Party is acting
as the agent of the other in any respect hereunder, and that each Party is an independent
contracting entity with respect to the terms, covenants, and conditions contained in this
Agreement. The only relationship between the City and the Developer is that of a government
entity regulating the development of private property and the owner of such private property.
18.8 Attorney’s Fees. If either Party to this Agreement is required to
initiate or defend litigation against the other Party, the prevailing party in such action or
proceeding, in addition to any other relief which may be granted, whether legal or equitable,
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shall be entitled to reasonable attorney’s fees. Attorney’s fees shall include attorney’s fees on
any appeal, and, in addition, a Party entitled to attorney’s fees shall be entitled to all other
reasonable costs for investigating such action, taking depositions and discovery and all other
necessary costs the court allows which are incurred in such litigation. All such fees shall be
deemed to have accrued on commencement of such action and shall be enforceable whether or
not such action is prosecuted to a final judgment.
18.9 Further Actions and Instruments. Each of the Parties shall cooperate
with and provide reasonable assistance to the other to the extent necessary to implement this
Agreement. Upon the request of either Party at any time, the other Party shall promptly execute,
with acknowledgment or affidavit if reasonably required, and file or record such required
instruments and writings and take any actions as may be reasonably necessary to implement this
Agreement or to evidence or consummate the transactions contemplated by this Agreement.
18.10 Time of Essence. Time is of the essence in:
A.the performance of the provisions of this Agreement as to which
time is an element; and
B.the resolution of any dispute which may arise concerning the
obligations of the Developer and the City as set forth in this Agreement.
18.11 Waiver. Failure by a Party to insist upon the strict performance of any
of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its
rights upon the default of the other Party, shall not constitute a waiver of such Party’s right to
insist and demand strict compliance by the other Party with the terms of this Agreement
thereafter.
18.12 Execution.
18.12.1 Counterparts. This Agreement may be executed by the
Parties in counterparts which counterparts shall be construed together and have the same effect
as if all of the Parties had executed the same instrument.
18.12.2 Recording. The City Clerk shall cause a copy of this
Agreement to be executed by the City and recorded in the Official Records of San Bernardino
County no later than ten (10) days after the Effective Date (Government Code § 65868.5). The
recordation of this Agreement is deemed a ministerial act and the failure of the City to record the
Agreement as required by this Section and the Development Agreement Statute does not make
this Agreement void or ineffective.
18.12.3 Authority to Execute. The persons executing this
Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and
existing, (ii) they are duly authorized to sign and deliver this Agreement on behalf of the Party he
or she represents, (iii) by so executing this Agreement, such Party is formally bound to the
provisions of this Agreement, (iv) the entering into of this Agreement does not violate any
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provision of any other agreement to which the Party is bound, and (v) there is no litigation or
legal proceeding which would prevent such Party from entering into this Agreement.
18.13 Operating Memoranda. The provisions of this Agreement require a
close degree of cooperation between the City and Developer. The anticipated refinements to the
Project may demonstrate that clarifications to this Agreement and the Development Approvals
are appropriate with respect to the implementation of this Agreement and the Development
Approvals. If, when, and as it becomes necessary or appropriate to take implementing actions or
make such changes, adjustments or clarifications the Parties may effectuate such actions,
changes, adjustments or clarifications through an operating memorandum (“Operating
Memorandum”) approved by the Parties in writing which references this Section 19.13. Such
Operating Memorandum shall not require public notices and hearings or an amendment to this
Agreement unless it is required by Section 10 above. The City Manager shall be authorized,
after consultation with and approval of Developer, to determine whether a requested adjustment,
clarification or implementing action (i) may be effectuated pursuant to this Section 19.13 and is
consistent with the intent and purpose of this Agreement and the Development Approvals or (ii)
is of the type that would constitute an amendment to this Agreement and thus would require
compliance with the provisions of Section 10 above. The authority to enter into such Operating
Memorandum is hereby delegated to the Director and the Director is hereby authorized to
execute any Operating Memorandum hereunder without further City Council action.
[SIGNATURES ON THE NEXT PAGE]
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IN WITNESS WHEREOF, the City and the Developer have executed this
Agreement on the date first above written.
CITY OF GRAND TERRACE
By:
Name: Bill Hussey
Title: Mayor
ATTEST
City Clerk
APPROVED AS TO FORM
Adrian Guerra, City Attorney
“DEVELOPER”
Lewis Land Developers, LLC, a Delaware
limited liability company
By: Lewis Operating Corp., a California
corporation,
Its Manager
By:
Name:
Title:
By:
Name:
Title:
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A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) Ss
COUNTY OF )
On ____________________, before me, ____________________________, a Notary Public,
personally appeared _______________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss
COUNTY OF _____________________ )
On ____________________, before me, ____________________________, a Notary Public,
personally appeared _______________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument, and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
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EXHIBIT “A”
MAP AND LEGAL DESCRIPTION OF PROPERTY
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EXHIBIT “B”
EXISTING DEVELOPMENT APPROVALS
General Plan Amendment No. _____ Res. No.
Zone Change No. _____ Ord. No.
Gateway at Grand Terrace Specific Plan No. _____ Ord. No.
Development Agreement No. _____ Ord. No.
[Tentative Tract Map No. _____] Res. No.
Res. No.
Final Environmental Impact Mitigation Monitoring Program Res. No.
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EXHIBIT “C”
INFRASTRUCTURE PLAN
I.DESIGN OF IMPROVEMENTS
1.City Review Process: City and Developer agree that there is substantial mutual
benefit to both Parties as a result of the Project.
a. Developer will reimburse City for staff and consultant costs reasonably incurred
with review of entitlement applications and plans. City will endeavor to invoice
Developer monthly, with invoices identifying employee/consultant, hours and tasks
billed.
b.As time is of the essence, City agrees to expedite all application and plan reviews.
City agrees to employ or contract with qualified consultants to ensure expedited
review schedules.
1. Developer will prepare the plans and specifications as follows:
a.Storm Drain Improvement Plans
i.Phase I: Van Buren to Michigan Intersection
ii.Phase II: Stub to Pico cul-de-sac
b. Basin Improvement Plans
c.Sewer Improvement Plans
d.Water Improvement Plans
e.Street Improvement Plans
i.Including Grading/Improvements/Traffic Signals/Striping
ii. Limits: Main Street to existing termination point of Commerce Way
iii.Assume Interim (Phase I) and Ultimate (Phase II)
f.Dry Utility Plans – Undergrounding and Line Extensions
2.Specifications Contracting:
a.Developer will prepare Contract Specifications and Bid Documents for all
facilities eligible for public funding such as DIF Credits/Reimbursements,
Measure I, CFD, and other Special Funding.
b.City will review specifications and documents and assist Developer in posting
and opening of the public bids in accordance with City standards.
c.Developer will retain a qualified construction management consultant to
review and award the bid, manage the contract, review certified payroll,
process change orders, etc, in coordination with the City.
3. ROW Acquisition:
a.Developer is responsible for dedicating any ROW or easements as required
for the construction of the abovementioned improvements within Developer
owned property.
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EXHIBIT “D”
SOURCE OF FUNDING FOR CERTAIN PROPOSED PROJECT FACILITIES
Funding of Improvements – In Order of Priority:
1)Full width (4 lanes) Taylor/Commerce Street Improvements from Main Street to
northerly boundary of the Property (“Taylor/Commerce Improvements”) [Estimated Cost - $3.6
million]:
a.Project Condor Bess In-Lieu of Construction Agreement funds (“Condor
Contribution”) will be contributed by City.
b. Developer Contribution and City Reimbursement:
(i)Developer shall contribute 40% of the remaining cost of
the Taylor/Commerce Improvements after accounting for
the Condor Contribution and advance the remaining 60%
(60% advance). The City shall reimburse Developer’s 60%
Advance subject to paragraphs (ii) and (iii) below.
(ii)City to reimburse Developer 60%, after accounting for the
Condor Contribution, of the designated arterial costs,
including plans, specifications, engineering, construction
management, and physical construction costs.
(iii)City to reimburse Developer’s 60% Advance pursuant to
the following schedule: 25% at issuance of 1st certificate of
occupancy, 25% at issuance of 50th certificate of
occupancy, 25% at issuance of 150th certificate of
occupancy and 25% at issuance of 250th certificate of
occupancy.
c.Developer’s 40% contribution is eligible for DIF credit and is also
considered an eligible facility for Project CFD financing.
d. Estimated DIF credit: Up to $1,829,952.
e.Excess Developer Contribution: $0.
2)Storm Drain Improvements [Estimated Cost - $4.5 million]:
a.Developer to fund 100% of storm drain improvements.
b.Developer funding eligible for DIF credit and is also considered an eligible facility
for Project CFD financing. City agrees to reimburse Developer with DIF collected
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from other benefitted properties to the extent available.
c.Estimated DIF credit: $834,028.
d.Excess Developer Contribution: $3,665,972.
3)Public Park [Estimated Cost - $6 million]:
a.Developer to fund 100% of the public park improvements.
b.Developer funding eligible for DIF credit and is also considered an eligible facility
for Project CFD financing. City agrees to reimburse Developer with DIF collected
from other benefitted properties to the extent available.
c.Estimated DIF credit: $3,281,898.
d.Excess Developer Contribution: $2,718,102.
Total Developer Costs In Excess of Fair Share/DIF: $6,384,074
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EXHIBIT “E”
DEVELOPMENT IMPACT FEES PER UNIT/CREDITS
Fee Designation SFD MFA Credit?
Storm Drainage $2,234 $429 Yes
General Public
Facilities Fund
$1,102 $1,102 No
Public Use $674 $422 No
Parkland $7,241 $4,534 Yes
Traffic Signal
Improvements
$239 $146 Yes
Arterial
Improvements
$4,064 $2,480 Yes
Operational
Improvement
Fees
$174 $106 Yes
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EXHIBIT “F”
ADDITIONAL AGREEMENTS CONCERNING DEVELOPMENT
In addition to the other terms and conditions concerning the Project, the City shall
accommodate and expedite the Project as follows:
1.0 CONSTRUCTION CONDITIONS.
1.1 Provision of Utility Connections. Subject to the approval of the utility
providers and City permit requirements, the City shall permit, at the Developer’s expense, any
necessary temporary and permanent utility connections requested by the Developer for power,
water service and sewer service prior to recordation of each final Subdivision Map, subject to the
approval of the Fire Department.
1.2 Allowance of Transformers. The City shall allow the setting of
transformers without requiring adjacent streets to be fully paved, subject to the approval of the
electrical utility provider, City permit requirements and the approval of the Fire Department. It
is anticipated that 6’ feet of curb and gutter will be placed adjacent to the transformer to ensure
correct elevation of the transformer pad. In the event that the location or elevation change, or the
curb and gutter damaged, the Developer shall incur the full costs of relocation of both the curb
and gutter and the transformer, and the full costs to repairs or reconstruction of the curb and
gutter, if needed as determined by the City Engineer.
1.3 Temporary Water Pipes. Temporary above ground pipes for construction
water and temporary fire hydrants, as approved by the Building Official and Fire Marshall, will
be acceptable for model and production homes prior to the first certificate of occupancy in the
construction phase being developed. No certificate of occupancy will be issued until said
temporary facilities are removed and permanent facilities in place as approved by the Building
Official and Fire Marshall.
2.0 MAINTENANCE.
2.1 Maintenance of Construction Activities. The Developer shall contract
directly for all work required for the maintenance of construction related activities, including but
not limited to recycling of construction materials, erosion control, temporary fence installation,
and temporary power installation. The selection and retention of the contractor, subcontractor or
other person or entity to do such work shall be made by the Developer in its sole and absolute
discretion. Trash removal will be coordinated directly with City franchisee. Contractor,
subcontractor, person or entity conducting business within the City shall meet applicable state
and City licensing requirements, and City permit requirements including bonding and insurance
requirements.
3.0 STREETS.
3.1 Timing of Street Paving. The Developer shall be allowed to begin
construction of model and production homes without first paving streets unless the paved streets
are needed to serve other functions such as providing access to critical public infrastructures or
areas already developed, and providing an essential Best Management Practice for erosion and
sediment control for large graded areas located upstream, or the Fire Department indicates the
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paving is necessary for purposes of public health and safety. Under general situation, paved
streets shall be required as a condition for the issuance of the Certificate of Occupancy for the
first production home in each construction phase. The Developer shall install all-weather access
for construction and emergency personnel.
4.0 DEVELOPMENT CONDITIONS.
4.1 Rear Residential Slopes. The Developer shall stabilize according to the
City Grading and Landscape Ordinance and requirements of the City Engineer and the City
Planner the rear slope of all residential Lots prior to issuance of a Certificate of Occupancy.
4.2 Use of Joint Trenches. If permitted by the applicable utility provider, the
City shall allow the Developer, subject to City permit requirements, to utilize joint trenches if it
deems it necessary for Internet capabilities and/or telecommunication purposes.
5.0 PERMITTING AND ACCEPTANCE OF IMPROVEMENTS.
5.1 Fire Sprinkler Inspections. The City’s Fire Marshall shall be responsible
for enforcing the then applicable provisions of the California Fire Code, and the California
Building Standards Codes.
5.2 Building Permit Refunds. If a Building Permit has expired without
construction having started on the structure for which the Building Permit was issued, the
Developer shall be entitled to a refund of the building permit fee less the actual cost to the City
to issue the Building Permit, as determined by the City. No refund will be provided if the
request for the refund has not been provided to the City within 180 days of the Building Permit’s
expiration.
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EXHIBIT “G”
FINANCING PLAN
This Financing Plan sets forth the basic terms and conditions pursuant to which
City and Developer will cooperate to establish a CFD pursuant to the CFD Act to finance the
Eligible Facilities. Capitalized terms not otherwise defined in this Financing Plan shall be
defined as provided in the Development Agreement.
1.Goals and Policies for Financing. The principal objectives of this
Financing Plan are to:
a.Provide City and Developer reasonable certainty that the CFD will
be established in accordance with the Goals and Policies and this Financing Plan.
b.Provide basic parameters for the levy of the Special Tax (defined
below) within the CFD to pay directly for Eligible Facilities and to secure the issuance of bonds
of the CFD secured by and payable from the Special Tax in order to finance the Eligible
Facilities (“Bonds”).
c.Provide basic parameters for the issuance of Bonds by the CFD.
2.Formation. City shall initiate proceedings to establish the CFD, upon
Developer’s petition pursuant to the CFD Act and submittal of City’s standard application form
and receipt of an advance from Developer in an amount determined by City to pay for City’s
estimated costs to be incurred in undertaking the proceedings to establish the CFD (“Formation
Proceeding Costs”). City agrees that all such advances for Formation Proceedings Costs and the
reasonable financial consultant, legal and engineering costs incurred by the Developer in
connection with such proceeding shall be eligible for reimbursement out of the first available
proceeds of Surplus Special Taxes (defined below) and Bonds of the CFD (“CFD Proceeds”).
The exact terms and conditions for the advance of funds by Developer and the reimbursement of
such advances shall be memorialized in a separate agreement between City and Developer. City
agrees to use its best efforts to complete the proceedings to form the CFD and record the notice
of special tax lien for the CFD within 180 days after City’s receipt of Developer’s complete
application and deposit.
3. Boundaries. The CFD boundary shall encompass the [for-sale residential
portion of the Project].
4.Eligible Public Facilities and Discrete Components. The CFD may be
authorized to finance the Eligible Facilities specified by Developer in the Acquisition
Agreement, which may include the following:
a.public streets and other related improvements within the public
right of way
b.water facilities
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c.storm drain facilities
d.sewer facilities
e.public parks, open space and landscaping
f.gas, electrical, television and telephone facilities to the extent
reasonable
g. All or a portion of the applicable DIFs
The costs of any Eligible Facility to be constructed by Developer that are eligible to be financed
with CFD Proceeds (“Actual Costs”) shall include the following:
(i)The actual hard costs for the construction or the value of the
Eligible Facility, including labor, materials and equipment costs;
(ii)The costs of grading required for the Eligible Facility;
(iii)The costs incurred in designing, engineering and preparing the
plans and specifications for the Eligible Facility;
(iv)The costs of environmental evaluation and mitigation of or relating
to the Eligible Facility;
(v)Fees paid to governmental agencies for, and costs incurred in
connection with, obtaining permits, licenses or other governmental approvals for the Eligible
Facility;
(vi)Costs of construction administration and supervision;
(vii)Professional costs associated with the Eligible Facility, such as
engineering, legal, accounting, inspection, construction staking, materials and testing and similar
professional services; and
(viii)Costs of payment, performance and/or maintenance bonds and
insurance costs directly related to the construction of the Eligible Facility.
(ix)The actual cost or fair market value of interests in real property
required for the Eligible Facility.
(x)Any other costs permitted by law directly related to the Eligible
Facility
The Eligible Facilities constructed by Developer, and for which Developer elects
to submit payment requests, shall be bid, contracted for and constructed in accordance with the
Acquisition Agreement to be entered into between City and Developer at the time of formation
of the CFD. The Acquisition Agreement shall provide additional detail, consistent with the
provisions of the Goals and Polices and this Development Agreement, with respect to the
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financing of DIFs through the CFD and the acquisition and construction of the Eligible Facilities,
including a more detailed description of the specific Eligible Facilities that will be eligible to be
financed through the CFD and discrete components of each Eligible Facility that may be
reimbursed prior to the completion of the entire Eligible Facility. The CFD financing of the
acquisition of an Eligible Facility constructed by Developer that is included in a City DIF
program and required by the Project conditions of approval, shall not preclude the Developer’s
receipt of corresponding DIF credit.
5.Financing Parameters. The CFD shall be authorized to levy Special Taxes
and issue Bonds in one or more series to finance the Eligible Facilities in accordance with the
basic parameters set forth below:
(a)A precondition to the issuance of Bonds shall be that the value of
the real property subject to Special Taxes required to repay the Bonds shall be at least three times
the amount of the Bonds and any other governmentally-imposed land-secured debt (excluding
any proceeds of the Bonds to be deposited in an escrow fund) (“Minimum Value-to-Debt
Ratio”). In circumstances where the principal amount of a series of Bonds proposed to be issued
causes such series of Bonds to fail to meet the Minimum Value-to-Debt Ratio, a portion of such
Bonds shall be deposited in an escrow fund such that the remaining amount of the Bonds will
satisfy the maximum value to-debt ratio. Funds shall be eligible to be released from such escrow
fund only if and to the extent that the value of the taxable property subject to the levy of Special
Taxes securing the Bonds compared to the principal amount of the Bonds not included in the
escrow fund following such release shall meet the Minimum Value-to-Debt Ratio.
(b)Each series of Bonds shall have a term of at least thirty (30) years.
(c)Each series of Bonds may include up to twenty-four (24) months
of capitalized interest or such other lesser amount as may be requested by Developer.
(d)Each series of Bonds to be issued shall be sized based upon the
estimated annual Special Tax revenues from the CFD at build-out being equal to one hundred ten
percent (110%) of (i) annual debt service, plus (ii) priority annual administrative expenses.
Priority annual administrative expenses to be funded from Special Taxes, as a first priority for
use of such Special Taxes, shall not exceed $25,000 (the “Priority Annual Administrative
Expense Requirement”).
(e)The City may fund from the proceeds of each series of Bonds an
amount representing all administrative expenses reasonably expected to be incurred by the City
during the first twelve (12) months following the date of issuance of such bonds.
(f)The total effective tax rate within the CFD applicable to any
residential parcel on which a for-sale residential dwelling has or is to be constructed, taking into
account all ad valorem property taxes, voter-approved ad valorem property taxes in excess of one
percent (1%) of assessed value, the annual special taxes of existing community facilities districts
and any other community facilities districts under consideration and reasonably expected to be
established, the annual assessments of existing assessment districts and any other assessment
districts under consideration and reasonably expected to be established (but excluding
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assessments for maintenance), and the Special Taxes, shall not exceed two percent (2.00%) of
the projected initial sales price of the residential dwelling unit and such parcel, as estimated at
the time of formation of the CFD (in accordance with Section 5.2, Procedures for Formation).
(g) Special Taxes shall be levied on Developed Property within the
CFD prior to the issuance of Bonds at the maximum assigned special tax rate to finance the
Eligible Facilities. For purposes of the CFD, “Developed Property” means a parcel for which a
building permit has been issued and “Undeveloped Property” shall mean all other taxable
property. Special Taxes may be levied on Undeveloped Property within the CFD only after the
issuance of Bonds and only to the extent the annual debt service on the Bonds, administrative
expenses and the reserve fund replenishment amount is not able to be paid in full from
Developed Property Special Taxes levied and collected within the CFD. For the purposes of this
Financing Plan “Surplus Special Taxes” shall mean (i) Special Taxes levied on Developed
Property within the CFD prior to the issuance of Bonds and collected by the CFD, less the
amount required to pay annual CFD administrative expenses, and (ii) Special Taxes levied on
Developed Property within such Improvement Area at the maximum special tax rate after the
issuance of Bonds and collected each fiscal year in excess of the amount required (w) to pay
principal and interest on the Bonds, (x) to pay all administrative expenses related to such Bonds,
(y) pay for reasonably anticipated delinquent special taxes within the CFD and (z) to replenish
the reserve fund for such Bonds to the applicable reserve requirement.
(h) Special Taxes on Developed Property shall be levied by the CFD
in each fiscal year at the maximum assigned special tax rate until the earlier of (i) Developer’s
submittal of its final payment request for Eligible Facilities and payment in full for all amounts
approved by the City for the Eligible Facilities or (ii) the payment in full of all Bonds. Surplus
Special Taxes collected by the CFD shall be deemed CFD Proceeds and shall be disbursed to
reimburse Developer any amounts approved pursuant to payment requests submitted for the
Eligible Facilities.
(i) All commercial property, affordable housing units, age-qualified
housing units and rental housing units may, at Developer’s option, be exempted from the Special
Taxes.
(j) Full or partial prepayment of the Special Taxes shall be permitted.
(k) At Developer’s election at the time of submittal of its written
request and City’s standard application form pursuant to Section 2 above, the City shall allow the
Special Taxes to escalate by two percent (2%) per year, in which case debt service on the Bonds
shall escalate at the same average rate per year.
(l) The timing of the issuance and sale of each series of the Bonds, the
terms and conditions upon which such Bonds shall be issued and sold, the method of sale of such
Bonds and the pricing thereof shall be reasonably determined by the City and shall conform to
the Goals and Policies, this Financing Plan and the Acquisition Agreement. The sale of each
series of the Bonds shall be subject to receipt by the City of a competitively bid or negotiated
bond purchase agreement which is acceptable to the City.
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(m)The rate and method of apportionment of special taxes for the CFD
shall include provisions to allow for administrative reductions in the maximum Special Taxes,
prior to the issuance of the first series of Bonds, with the consent of the Developer. The
reductions permitted pursuant to this paragraph shall be reflected in an amended Notice of
Special Tax Lien which the City shall cause to be recorded.
6. Modifications. In order to address economic circumstances, Project
revisions, bond underwriting criteria or other factors consistent with the Project’s development
plan and City and Developer’s objectives with respect to the Project, the CFD and the Proposed
Public Facilities; (i) the provisions of this Financing Plan may be modified at an administrative
level with the consent of both the City Manager and Developer, and (ii) City shall cooperate with
Developer to amend CFD boundaries, special tax rates, and other relevant aspects of the CFD.
City agrees and acknowledges that in connection with any such amendment it shall not impose or
otherwise require any additional infrastructure, development fee or other requirements or
conditions with respect to the Project or CFD; provided, however, the City may require
Developer to advance funds to pay all reasonable costs incurred or to be incurred by the City in
considering any such amendment.
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EXHIBIT “H”
ESTOPPEL CERTIFICATE
Date Requested: ______________________
Date of Certificate: ______________________
On __________________, 202__, the City of Grand Terrace (“City”) approved the Development
Agreement between Lewis Land Developers, LLC, a Delaware limited liability company and the
City of Grand Terrace (the “Development Agreement”).
City certifies that, to the best of its knowledge, as of the Date of Certificate set forth above:
[CHECK WHERE APPLICABLE]
____ 1. The Development Agreement remains binding and effective.
____ 2. The Development has not been amended.
____ 3. The Development Agreement has been amended in the following aspects as
recorded in the public records:
___________________________________________________________
___________________________________________________________
___________________________________________________________.
____ 4. To the best of our knowledge, neither Developer nor any of its approved
successors is inefault under the Development Agreement.
____ 5. The conditions exist which with notice would constitute defaults under the
Development Agreement:
___________________________________________________________
___________________________________________________________
___________________________________________________________.
____ 6. The Development Agreement: ????
___________________________________________________________
___________________________________________________________
___________________________________________________________.
This Estoppel Certificate may be relied upon by a transferee or mortgagee of any
interest in the property which is the subject of the Development Agreement.
CITY OF GRAND TERRACE
By:
Name:
City Manager
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EXHIBIT “I”
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Pursuant to the Development Agreement between the CITY OF GRAND
TERRACE (“City”) and LEWIS LAND DEVELOPERS, LLC, a Delaware limited
liability company (“Assignor”), dated ___________, 2021 (the “Agreement”), which
Agreement is hereby incorporated herein by this reference, and for good and valuable
consideration, receipt of which is hereby acknowledged, the undersigned hereby agree as
follows:
1. The assignment and assumption provided for under this Assignment and
Assumption Agreement (“Assignment”) is made together with the sale, transfer or
assignment of all or a part of the property subject to the Agreement. The property sold,
transferred or assigned together with this Assignment is described in Attachment “1”
attached hereto and incorporated herein by this reference (the “Subject Property”).
2. Assignor hereby grants, sells, transfers, conveys, assigns and delegates to
_______________________ (“Assignee”), all of Assignor’s rights, title, interest,
benefits, privileges, duties and obligations arising under or from the Agreement with
respect to the Subject Property except for the following:
(a) Assignor’s right to amend the Agreement as they apply to any real
property other than the Subject Property; and
(b) [INSERT OTHER RETAINED RIGHTS, IF ANY]
3. Assignee hereby accepts the foregoing assignment and, except as
otherwise provided herein, unconditionally assumes and agrees to perform all of the
duties and obligations of Assignor arising under or from the Agreement as owner of the
Subject Property and Assignor is hereby released from all such duties and obligations.
4. The sale, transfer or assignment of the Subject Property and the
assignment and assumption provided for under this Assignment are the subject of
additional agreements between Assignor and Assignee. Notwithstanding any term,
condition or provision of such additional agreements, the rights of the City arising under
or from the Agreement and this Assignment shall not be affected, diminished or defeated
in any way, except upon the express written agreement of the City.
5. Assignor and Assignee execute this Assignment pursuant to Section 14 of
the Agreement. This Assignment may be executed by the parties hereto in counterparts,
each of which shall be deemed an original.
[Signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Assignment and
Assumption Assignment as of the dates set forth below.
Dated: ______________ ASSIGNOR:
LEWIS LAND DEVELOPERS, LLC, a
Delaware limited liability company
By: Lewis Operating Corp., a California
corporation
Its Manager
By:
Name:
Title:
By:
Name:
Title:
Dated: ________________________ CITY:
By:
Name:
Title:
ASSIGNEE:
By:
Name:
Title:
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ATTACHMENT 1
TO ASSIGNMENT AND ASSUMPTION AGREEMENT
DESCRIPTION OF SUBJECT PROPERTY
[ATTACH LEGAL DESCRIPTION]
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EXHIBIT “J”
SCHEDULE OF PERFORMANCE
Subject to the Permitted Delays and Adverse Economic Event provisions set forth
in the Development Agreement, Developer shall cause the construction and development
of the public infrastructure improvements pursuant to the following schedule:
1.Developer will commence and diligently pursue to completion the Soccer
Field Improvements as set forth on Exhibit “K” and Section 6.3
2.Developer shall commence the New Ball Field Improvements as set forth
in the Exchange Agreement and diligently pursue to completion prior to issuance of the
300th Cerfificate of Occupnacy in the Project.
3.Within 12 months of the Effective Date of the Development Agreement,
Developer and City will coordinate and cause the remediation and removal of arsenic-
laden material within the City’s property (former railroad right-of-way) and obtain
issuance of a No Further Action letter.
4. Within 36 months after the Effective Date of the Development Agreement,
Developer will construct the detention basins and utilize the overburden to grade the
street right-of-way for Taylor/Commerce Way.
5.Prior to the issuance of the 1st Certificate of Occupancy in the Project,
Developer shall construct the full width (4 lanes) street improvements of
Taylor/Commerce Way from Main Street to the Developer’s northern property line of Lot
1 of TTM# 20501. These improvements shall be inclusive of those improvements to
Taylor Street set forth in the Conditions of Approval for Conditional Use Permit No. 20-
03 dated December 2, 2021, including Condition Nos. 2(a) and 10 set forth in the
memorandum from Public Works dated December 1, 2021 attached as an exhibit to the
Conditions of Approval. Developer shall have no responsibility for constructing
Taylor/Commerce to the north of said property line (previously known as Phase 2 of the
street improvements).
6.Prior to the 1st Certificate of Occupancy in the Project, Developer will
commence construction of the public park and will diligently pursue to completion to the
reasonable satisfaction of the City, such that the City is able to accept the park
improvements within 12 months thereafter.
7.Prior to the 1st Certificate of Occupancy in the Project, Developer will
construct the Phase I storm drain improvements in Van Buren to Michigan Avenue.
8.Prior to issuance of the 1st residential unit building permit in the Project,
Developer will construct Sewer improvements as required by the City of Colton.
9.Prior to issuance of the 1st residential unit building permit in the Project,
Developer will construct water main extensions from Main to Developer’s northerly
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property line, and in Van Buren Avenue as required by Riverside Highland Water
Company.
10.Developer will underground dry utilities up to 66 KVA or relocate as
feasible. Developer is not responsible for costs or acquisition of 3rd Party Easements
from other property owners.
11.Prior to the issuance of the 1st Certificate of Occupancy within Lot 4 of
TTM# 20501, Developer will commence construction of the Phase II storm drain
improvements. Completion of the Phase II storm drain improvements is required prior to
the 50th Certificate of Occupancy within Parcel #4.
EXHIBIT “K”
SOCCER FIELD IMPROVEMENTS
Within thirty (30) days after the first to occur of: (i) the end of 2024-2025 AYSO
season, and (ii) the Effective Date (“Commencement Date”), Developer shall
promptly commence and diligently prosecute to completion the improvements to the
Soccer Field as set forth below (“Soccer Field Improvements ”) at the Soccer Field.
The Soccer Field Improvements shall be completed within in six (6) months of the
Commencement Date as Developer understands that the field is critical for the
following AYSO season.
Soccer Field Improvements: ______________________
a.Installation of temporary construction fencing and signage
b.Gopher/ground squirrel abatement
c.Application of broad leaf post emergent spray
d.Scalping of turf once weeds are eliminated
e.Lay down and leveling of field turf area with sand/topsoil mix
f.Installation of seeding with topper
g.Irrigation adjustment/tuning
h.Maintenance and grow-in period for 30 days
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EXHIBIT “L”
NEW BALL FIELD IMPROVEMENTS
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MEETING DATE:
TITLE:
TO:
FROM:
RECOMMENDATION:
AGENDA REPORT
August 13, 2024 City Council Item
Second Reading And Adoption Of An Ordinance Approving
Zone Change Amendment (ZCA) 24-03 Amending City of
Grand Terrace Municipal Code Title 18 (Zoning) To Add New
Residential Land Uses Called "Congregate Living Health
Facilities" And "Electric Vehicle Charging Stations", To The
Allowable Residential Land Uses Listed In Chapter 18.10
(Residential Districts); To Add Nonresidential Hours Of
Operation And To Consolidate All Nonresidential Land Uses
Identified Under Chapters 18.30 -AP Administrative
Professional District, 18.33 -C2 General Business District,
18.36 -CM Commercial Manufacturing District, 18.39 -MR
Restricted Manufacturing District, 18.40 -M2 Industrial
District, 18.43 -PUB Public Facilities District Into A Table
Format Under A New Chapter 18.27 (Nonresidential Districts);
To Add New Nonresi dential Land Uses Called "Heavy
Equipment Rentals (Indoor and Outdoor)", "Electric Vehicle
Charging Stations", "Restaurants With A Cocktail Lounge,
Bar, Entertainment Or Dancing", and "Establishments With
On-Site Alcohol Beverage Sales And Consumption That Are
Not Bona Fide Eating Establishments (Bars, Taverns,
Cocktail Lounges, Breweries, Distilleries And/Or Wine Making
Facilities With Sales For On-Site And Off-Site Consumption)"
CEQA: The Adoption Of The Ordinance Is Not A "Project"
That Is Subject To CEQA Review Because It Will Not Result
In Direct Physical Change In The Environment, Or A
Reasonably Foreseeable Indirect Physical Change In The
Environment. (See, §15061(b)(3) -Common Sense Exemption.)
CITY COUNCIL
Scott Hutter, Planning & Development Services Direct� ,�
It is recommended that the City Council conduct !ttd readi gand direct the City Attorney to read the ordinance by title only, waive reading of, and adopt, "AN ORDINANCE OF THE CITY COUNCIL
OF HE CITY OF GRANO TERRACE, CALIFORNIA, AMENDING
CITY OF GRAND TERRACE MUNICIPAL CODE TITLE 18
(ZONING) TO ADD NEW RESIDENTIAL LAND USES CALLED
"CONGREGATE LIVING HEAL TH FACILITIES" AND
"ELECTRIC VEHICLE CHARGING STATIONS", TO THE
ALLOWABLE RESIDENTIAL LANO USES LISTED IN CHAPTER
Item 7
08/13/2024 124 of 315
18.10 (RESIDENTIAL DISTRICTS); TO ADD NONRESIDENTIAL
HOURS OF OPERATION AND TO CONSOLIDATE ALL
NONRESIDENTIAL LAND USES IDENTIFIED UNDER
CHAPTERS 18.30 – AP ADMINISTRATIVE PROFESSIONAL
DISTRICT, 18.33 – C2 GENERAL BUSINESS DISTRICT, 18.36 –
CM COMMERCIAL MANUFACTURING DISTRICT, 18.39 – MR
RESTRICTED MANUFACTURING DISTRICT, 18.40 – M2
INDUSTRIAL DISTRICT, 18.43 – PUB PUBLIC FACILITIES
DISTRICT INTO A TABLE FORMAT UNDER A NEW CHAPTER
18.27 (NONRESIDENTIAL DISTRICTS); TO ADD NEW
NONRESIDENTIAL LAND USES CALLED “HEAVY EQUIPMENT
RENTALS (INDOOR AND OUTDOOR)”, “ELECTRIC VEHICLE
CHARGING STATIONS”, “RESTAURANTS WITH A COCKTAIL
LOUNGE, BAR, ENTERTAINMENT OR DANCING”, AND
“ESTABLISHMENTS WITH ON-SITE ALCOHOL BEVERAGE
SALES AND CONSUMPTION THAT ARE NOT BONA FIDE
EATING ESTABLISHMENTS (BARS, TAVERNS, COCKTAIL
LOUNGES, BREWERIES, DISTILLERIES AND/OR WINE
MAKING FACILITIES WITH SALES FOR ON-SITE AND OFF-
SITE CONSUMPTION)”
____________________________________________________________________________
2030 VISION STATEMENT:
This project supports Goal 3 to promote economic development by preparing for future
development by updating the zoning and development codes to ensure land use and operation
standards are current per the Land Use Element Implementation Plan Goals 2.1 and 2.3 and
Policies 2.1.4 and 2.3.5.
SUMMARY:
The City Council conducted a duly noticed Public Hearing on July 23, 2024, for the
aforementioned Ordinance which is provided as Attachment 1 to this agenda staff report. For this
Ordinance to become effective, the City Council needs to conduct the second reading of the
Ordinance to adopt it. Once the Ordinance is adopted it will become effective in thirty (30) days.
BACKGROUND:
At their July 23, 2024, meeting, the City Council acted to approve Zone Change Amendment
(ZCA) 24-03 to make changes to its Municipal Code by introduction of this Ordinance. This
ordinance represents the City’s revisions to Title 18 of the Municipal Code. Title 18 of the
Municipal Code regulates what land uses can occur in the City’s residential and nonresidential
zoning districts. For the residential zoning districts and special districts there are tables that make
this exercise quick and efficient. However, for the City’s nonresidential zoning districts there is no
table. Instead, each individual nonresidential zone has a Chapter in Title 18 with land uses written
out in paragraph format.
Additionally, there is no clear section in the Municipal Code that established standard hours of
operation for nonresidential land uses. Instead, some specific land uses are listed as being
subject to “after hours” while other land uses are left ambiguous.
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Lastly, the land uses listed in Title 18 Zoning of the Municipal Code need to be modified
periodically to ensure they are current with the business environment. Several land uses currently
not listed in the Municipal Code that have been the point of inquiries with Planning Staff recently
are “Heavy Equipment Rentals”, “Bar”, “Electric Vehicle Charging Stations”, “Restaurants with a
bar”, and “Congregate Living Health Facilities.”
At their July 23, 2024, meeting, the City Council directed staff to revise this Ordinance for ZCA
24-03 to ensure all references for “trash enclosure” are consistent with Ordinance No. 352.
Ordinance No. 352 was adopted by the City Council on March 26, 2024, and revised trash
enclosure standards within the City of Grand Terrace. Unfortunately, the Municipal Code
Supplement for Ordinance No. 352 had not yet been incorporated into the online zoning code at
the time of this agenda report. Staff had been working from the online code to do ZCA 24-03 and
it did not realize it did not reflect trash enclosure changes implemented under Ordinance No. 352.
Per City Council direction, Staff has revised this Ordinance for ZCA 24-03 to incorporate and be
consistent with the spirit and intent of the trash enclosure standards in Ordinance No. 352.
ANALYSIS:
The Zone Change Amendment (ZCA) 24-03 amends the City’s Municipal Code to consolidate the
non-residential land use regulations that are written under each individual non-residential zoning
district into a new easily accessible table format. The new table is to be created and placed in the
Municipal Code as Chapter 18.27. Furthermore, Chapter 18.27 will include hours of operation for
all non-residential land uses which are being extracted from the non-residential land use
regulations where “after-hours” requirements are sporadically referenced.
Notable modifications in ZCA 24-03 to land use regulations are: Electric Vehicle Charging
Stations; Heavy Equipment Rentals; Congregate Living Health Facilities; Restaurants: With a
cocktail lounge, bar, entertainment or dancing; Establishments with on-site alcohol beverage
sales and consumption that are not bona fide eating establishments (bars, taverns, cocktail
lounges, breweries, distilleries and/or wine making facilities with sales for on-site and off-site
consumption); and Hours of Operation.
ENVIRONMENTAL REVIEW:
Zone Change Amendment (ZCA) 24-03 is exempt from California Environmental Quality Act
(CEQA) pursuant to Section 15061(b)(3) – Common Sense Exemption. The Zone Change
Amendment activity is covered by the common sense exemption that CEQA applies only to
projects which have the potential for causing a significant effect on the environment. Where it can
be seen with certainty that there is no possibility that the Zone Change Amendment activity in
question may have a significant effect on the environment, the Zone Change Amendment activity
is not subject to CEQA. The project will not have a significant effect on the environment because
the amendment only clarifies hours of operation for nonresidential land uses and established a
land use table for all nonresidential land uses in the Municipal Code. A Notice of Exemption (NOE)
is provided as Attachment 2 to this agenda staff report and will be filed with the County and State
should the City Council approve this Ordinance for Zone Change Amendment (ZCA) 24-03.
CONCLUSION:
Adoption of this Ordinance will update the City’s land uses and hours of operation in the Municipal
Code via Zone Change Amendment (ZCA) 24-03 with the inclusion of the Planning Commission
and City Council recommendations.
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FISCAL IMPACT :
The cost of processing this Ordinance for Zone Change Amendment (ZCA) 24-03 is borne by the
City. It should be noted that having a clear and concise land use table for nonresidential land uses
will expedite the Planning Department’s ability to assist Grand Terrace residents, businesses, and
developers. Faster answer and processing typically result in cost savings.
ATTACHMENTS:
1) Ordinance No. 359 ZCA 24-03
2)Notice of Exemption (NOE) ZCA 24-03
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Attachment 1
ORDINANCE NO. 359
AN ORDINANCE OF THE CITY COUNCIL OF GRAND TERRACE, CALIFORNIA,
APPROVING ZONE CHANGE AMENDMENT (ZCA) 24-03, TO AMEND THE
GRAND TERRACE MUNICIPAL CODE TITLE 18 (ZONING) TO ADD NEW
RESIDENTIAL LAND USES CALLED “CONGREGATE LIVING HEALTH
FACILITIES” AND “ELECTRIC VEHICLE CHARGING STATIONS”, TO THE
ALLOWABLE RESIDENTIAL LAND USES LISTED IN CHAPTER 18.10
(RESIDENTIAL DISTRICTS); TO ADD NONRESIDENTIAL HOURS OF
OPERATION AND TO CONSOLIDATE ALL NONRESIDENTIAL LAND USES
IDENTIFIED UNDER SECTION 18.06.032 AND CHAPTERS 18.30 – AP
ADMINISTRATIVE PROFESSIONAL DISTRICT, 18.33 – C2 GENERAL
BUSINESS DISTRICT, 18.36 – CM COMMERCIAL MANUFACTURING
DISTRICT, 18.39 – MR RESTRICTED MANUFACTURING DISTRICT, 18.40 – M2
INDUSTRIAL DISTRICT, 18.43 – PUB PUBLIC FACILITIES DISTRICT INTO A
TABLE FORMAT UNDER A NEW CHAPTER 18.27 (NONRESIDENTIAL
DISTRICTS); TO ADD NEW NONRESIDENTIAL LAND USES CALLED “HEAVY
EQUIPMENT RENTALS (INDOOR AND OUTDOOR)”, “ELECTRIC VEHICLE
CHARGING STATIONS”, “RESTAURANTS WITH A COCKTAIL LOUNGE,
BAR, ENTERTAINMENT OR DANCING”, AND “ESTABLISHMENTS WITH ON-
SITE ALCOHOL BEVERAGE SALES AND CONSUMPTION THAT ARE NOT
BONA FIDE EATING ESTABLISHMENTS (BARS, TAVERNS, COCKTAIL
LOUNGES, BREWERIES, DISTILLERIES AND/OR WINE MAKING FACILITIES
WITH SALES FOR ON-SITE AND OFF-SITE CONSUMPTION).”
WHEREAS, the City of Grand Terrace (“City”) adopted a Zoning Code as set forth in Title
18 of the Grand Terrace Municipal Code, which has been amended from time to time; and
WHEREAS, the City wishes to protect and preserve the quality of life throughout the City
through effective land use and planning; and
WHEREAS, Zoning is a local law that regulates various aspects of how land can be used
and Title 18 the Grand Terrace Zoning Code specifies what type of land uses are “P” permitted,
“C” conditional use permit, and “-“ prohibited on a property pursuant to its zoning designation; and
WHEREAS, Zone Change Amendment (ZCA) 24-03 adds a new residential land use
called “Congregate Living Health Facilities” and “Electric Vehicle Charging Stations” to the
allowable residential land uses listed in Chapter 18.10 (Residential Districts); to add
nonresidential hours of operation and to consolidate all nonresidential land uses identified under
Chapters 18.30 – AP Administrative Professional District, 18.33 – C2 General Business District,
18.36 – CM Commercial Manufacturing District, 18.39 – MR Restricted Manufacturing District,
18.40 – M2 Industrial District, 18.43 – PUB Public Facilities District into a table format under a
new Chapter 18.27 (Nonresidential Districts); to add new nonresidential land uses called “Heavy
Equipment Rentals (Indoor and Outdoor)”, ““Electric Vehicle Charging Stations”, “Restaurants
with a cocktail lounge, bar, entertainment or dancing”, and “Establishments with on-site alcohol
beverage sales and consumption that are not bona fide eating establishments (bars, taverns,
cocktail lounges, breweries, distilleries and/or wine making facilities with sales for on-site and off-
site consumption) in an effort to clarify and streamline the Zoning Code; and
WHEREAS, state law requires that the City’s Zoning Code (Title 18 of the Grand Terrace
Ordinance No. 359
Page 1 of 26
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Municipal Code) conform with the General Plan’s goals and policies, and
WHEREAS, pursuant to Sections 65800 and 65850 of the California Government Code,
the City may adopt ordinances to establish requirements for the regulation of land uses, in
compliance with the California Government Code, and
WHEREAS, notice of the City Council Public Hearing concerning this Ordinance was duly
published in a local newspaper at least ten (10) days prior to the Public Hearing and posted by
the City Clerk in compliance with the City’s Zoning Code and City Council Resolution No. 2019-
24, Expanded Public Noticing and Outreach Policy for Public Hearings and Public Workshops;
and
WHEREAS, Ordinance No. 359 approving Zone Change Amendment (ZCA) 24-03 is
exempt from California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) –
Common Sense Exemption in that the activity is covered by the general rule that CEQA applies
only to projects, which have the potential for causing a significant effect on the environment and
the Zoning Code update to land use tables and hours of operation standards will not have a
significant effect on the environment because the amendment clarifies Zoning Code regulations;
and
WHEREAS, on June 20, 2024, the Planning Commission / Site and Architectural Review
Board of the City of Grand Terrace conducted a duly noticed Public Hearing on Zone Change
Amendment (ZCA) 24-03, and considered testimony and evidence presented by the public, city
staff, and other interested parties, at the Public Hearing held within respect thereto; and
WHEREAS, on June 20, 2024, the Planning Commission / Site and Architectural Review
Board concluded the Public Hearing with adoption of Planning Commission / Site and
Architectural Review Board Resolution 2024-07 recommending City Council approval of Zone
Change Amendment (ZCA) 24-03 subject to the following five (5) recommendations:
1) Format the headers on Table 18.27.010 so make them more spaced out and legible.
2)Revise a misprint on Section 18.27.010 from “residential” to “nonresidential.”
3) Alphabetize Table 18.27.010 so the “vehicle” uses are in the right spot.
4)Revise “vehicle” land uses to separate vehicles from boats, trailers and camper by
reading as follows: “Vehicles related to services including but limited to motorcycles,
recreation vehicles. And service related to boats, trailers, and campers.”
5) Include “electric vehicle charging stations” as a land use in the land use tables.
WHEREAS, on July 9, 2024, the City Council of the City of Grand Terrace introduced and
conducted a first reading of this Ordinance, held a duly noticed Public Hearing with respect
thereto, and considered testimony and evidence at the Public Hearing continued the consideration
of the Zone Change Amendment 24-03 to the July 23, 2024, Council meeting date; and
WHEREAS, on July 23, 2024, the City Council re-opened the adjourned duly notice public
hear, received all of the information presented by staff, heard public testimony and considered all
of the background information, and closed the public hearing; and
WHEREAS, on August 13, 2024, the City Council of the City of Grand Terrace conducted a
second reading and adoption of the Ordinance; and
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WHEREAS, all legal prerequisites to the adoption of this Ordinance have occurred; and,
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF GRAND TERRACE DOES
ORDAIN AS FOLLOWS:
SECTION 1. The City Council hereby specifically finds that all the facts set forth in the
above Recitals are true and correct and incorporated herein by this reference and made a part
hereof.
SECTION 2. Based upon the forgoing and all oral and written testimony by members of
the public and City staff (including, but not limited to, staff reports and attachments) made at the
Public Hearing, the City Council hereby finds that the Project “Zone Change Amendment (ZCA)
24-03” is not subject to environmental review pursuant to Section 15061(b)(3) of the California
Environmental Quality Act (CEQA) Guidelines as follows:
Finding: A project is exempt from CEQA if the activity is covered by the commonsense
exemption that CEQA applies only to projects which have the potential for causing a
significant effect on the environment. Where it can be seen with certainty that there is no
possibility that the activity in question may have a significant effect on the environment,
the activity is not subject to CEQA.
Facts in Support of Finding: The City of Grand Terrace has reviewed the project
pursuant to: 1) CEQA Guidelines Section 15002(k) – General Concepts, the three- step
process for deciding which document to prepare for a project subject to CEQA; and
2) CEQA Guidelines Section 15061 – Review for Exemption, procedures for determining
if the Zone Change Amendment (ZCA) 24-03 project is exempt from CEQA. Since it can
be seen with certainty that the Zone Change Amendment (ZCA) 24-03 clarifies permitted
land uses and hours of operation, it has no foreseeable potential to have a significant
adverse effect on the environment. The City of Grand Terrace has determined that the
Zone Change Amendment (ZCA) 24-03 is exempt from CEQA pursuant to CEQA
Guidelines Section 15061(b)(3) - Common Sense Exemption. The project is exempt under
the “common sense” exemption because it does not involve any grading, demolition, or
construction activities that will have a significant effect on the environment. The project is
strictly a text update to the City’s land use standards found within the Zoning Code. It can
be said with certainty that the project will not have a significant effect on the environment.
As such, the project is exempt from CEQA, or not subject to CEQA, pursuant to CEQA
Guidelines Section 15061(b)(3) – Common Sense Exemption.
A Notice of Exemption (NOE) has been prepared for the project in that the activity is
covered by the general rule that CEQA applies only to projects, which have the potential for
causing a significant effect on the environment. The project will not have a significant effect on
the environment because the amendments only update land use regulations in the Zoning Code.
SECTION 3. Based upon the forgoing and all oral and written testimony by members of
the public and City staff (including, but not limited to, staff reports and attachments) made at the
Public Hearing, the City Council determines the findings for Zone Change Amendment (ZCA) 24-
03 pursuant to Grand Terrace Municipal Code Section §18.90.040 can be made supporting the
project application as follows:
1)Finding: The amendment will not be detrimental to the health, safety, morals, comfort or
general welfare of the persons residing or working within the neighborhood of the
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amendment or within the City.
Facts in Support of Finding: The Zone Change Amendment (ZCA) 24-03 amends the
City’s Municipal Code to consolidate the non-residential land use regulations that are
written under each individual non-residential zoning district into a new table format. The
new table is to be created and placed in the Municipal Code as new Chapter 18.27.
Furthermore, Chapter 18.27 will include hours of operation for all non-residential land uses
which are being extracted from the non-residential land use regulations where “after-
hours” requirements are sporadically referenced. ZCA 24-03 will also be adding a new
residential land uses to the existing residential land use table for residential districts in
Chapter 18.10, and new non-residential land uses to the newly created Chapter 18.27.
Updating land uses listed and not listed in the zoning code will specify their status as
permitted, conditionally permitted, or prohibited and ensure the Municipal Code is current
and applicable to land uses of the day. Not having land uses listed in the Municipal Code
can create ambiguity and confusion when determining what land use can occur in what
zone. Zone Change Amendment (ZCA) 24-03 is clarifying existing land uses and adding
additional to the residential and non-residential land use tables. There is no foreseeable
detriment to the persons working or living within the City resulting from the Zone Change
Amendment (ZCA) 24-03 as new Chapter 18.27 will make the exercise of determining
what non-residential land use is permitted is what non-residential zoning district quicker
for staff, residents, businesses, and development applicants in contrast to the current
format of text spread across multiple sections which references in on itself.
2)Finding: The amendment will not be: Injurious to property or improvements in the
neighborhood or within the City.
Facts in Support of Finding: The Zone Change Amendment (ZCA) 24-03 to amend the
City’s Zoning Code will not be injurious to property improvements within neighborhoods in
the City because Zone Change Amendment (ZCA) 24-03 is clarifying Title 18 Zoning Code
for all who reference it so no confusion exists with respect to land uses and hours of
operation. Currently, hours of operation are sporadically noted as “after-hours” for some
land uses leaving other land uses with no clarity on what, if any, hours apply to them.
Under new Chapter 18.27, hours of operation for all non-residential land uses will be
clarified with respect to what are normal hours and what are after hours. This way any
non-residential land use has standard hours and a Conditional Use Permit process via the
Planning Commission / Site and Architectural Review Board to processes all requests for
“after hours.” The current process was a mix of ministerial Administrative Conditional Use
Permit and Public Hearing Conditional Use Permit to modify hours of operation. For clarity
and uniformity, Zone Change Amendment (ZCA) 24-03 clarifies only one process, the
Public Hearing Conditional Use Permit process, to modify or extend any hours of operation
beyond the standard hours. Lastly, updating land uses permitted, conditionally permitted,
and prohibited in residential and non-residential zoning districts is necessary so that the
Municipal Code is effective current.
3)Finding: The amendment will be consistent with the latest adopted general plan.
Facts in Support of Finding: The Land Use Element’s Implementation Plan for the City
of Grand Terrace addresses the administrative aspects of the Element. The
Implementation Plan includes goals and polices, specifically:
The Implementation Plan includes Goal 2.1 “Provide for balanced growth which seeks to
provide a wide range of employment and housing opportunities and maintenance of a
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healthy, diversified community” and Policy 2.1.4 “Conduct a survey of vacant and
underutilized lands. Where appropriate, proposed changes to a specific property’s
General Plan designation and / or zoning shall be submitted to the Planning Commission
and City Council for appropriate action” which support having an up-to-date land use table
for residential and non-residential zoning districts in the Zoning Code.
The Implementation Plan includes Goal 2.3 “Provide a wide range of retail and service
commercial opportunities designed to meet the needs of the City’s residents, businesses,
and visitors while also providing employment opportunities” and Policy 2.3.5 “Review and
modify the Zoning Ordinance to provide requirements for buffering between commercial
and residential land uses” which support having an up-to-date land use table for residential
and non-residential zoning districts in the Zoning Code.
This Zone Change Amendment (ZCA) 24-03 is consistent with the spirit and intent of the
Implementation Plan Goal 2.1 and Policy 2.1.4 in that is the City conducting a periodical
review of the Zoning Code land use standards to bring specific additions and deletions for
residential and non-residential land uses to the Planning Commission and City Council for
inclusion in the Municipal Code.
SECTION 4. Section 18.06.032 “After-hours operation” of Chapter 18.06 – Definitions in
Title 18 – Zoning of the Grand Terrace Municipal Code is hereby amended to read in its entirety
as follows:
“18.06.032 After-hours operation.
"After-hours operation" means any use that has hours of operation at any time between 11:00
p.m. and 7:00 a.m.”
SECTION 5. A new Chapter 18.27 “Nonresidential Districts” comprised of Sections
18.27.010 “Nonresidential Use Regulations” and 18.27.020 “Nonresidential Hours of Operation”
is to be added to Title 18 – Zoning of the Grand Terrace Municipal Code to read in its entirety as
follows:
“Chapter 18.27 NONRESIDENTIAL DISTRICTS
Sections:
18.27.010 Nonresidential Use regulations.
Uses listed in Table 18.27.010 shall be allowed in one or more of the nonresidential districts
as indicated in the columns below each district heading. Permitted uses are indicated by the letter
"P" while the letter "C" indicates uses which require a conditional use permit. A “-“ indicates uses
which are prohibited.
TABLE 18.27.010
NONRESIDENTIAL LAND USE REGULATIONS
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Permitted Usesa AP C2 CM MR M2 PUB
Agricultural and nursery supplies and services - - - P P -
Amateur “HAM” radio antenna structures (Subject to
Chapter 18.72)
P P P P P P
Antique shops C P P P - -
Apparel stores C P P P - -
Appliance stores and repair - P P P - -
Art, music and photographic studios and supply stores - P P P - -
Athletic and health clubs and weight-reducing clinics - P P P - -
Bakeries (retail only) C P P P - -
Bakeries (wholesale) - - - - P -
Banks, financial services and institutions P - - - - -
Barber and beauty shops - P P P - -
Bicycle shops - P P P - -
Book, gift and stationary stores (other than adult related
material)
C - - - - -
Building maintenance services - - C P P -
Building supplies and sales - - C C - -
Building supplies sales, enclosed - - - P - -
Building supplies sales (wholesale and retail), indoor - - - - P -
Building supplies sales (wholesale and retail), outdoor - - - - C -
Building supplies and sales, outdoor - - - C - -
Business and office services P - - - - -
Business and office facilities - - P P - -
Business support services - - P P - -
Camera shop and film processing services - P P P - -
Candy and confectionery stores (retail only) C P P P - -
Carpet and floor covering stores - P P P - -
China and glassware stores C P P P - -
Cleaning and pressing establishments - P P P - -
Computer and software stores C P P P - -
Communication services - - P P P -
Contractor's office and storage yards, indoor - - - - P -
Contractor's office and storage yards, outdoor - - - C C -
Convenience stores C P P P - -
Curtain and drapery shops - P P P - -
Day care centers C C C C - -
Delicatessens and specialty food stores - P P P - -
Drug stores and pharmacies C P P P - -
Emergency shelters subject to Chapter 18.78 - - - - P -
Equipment sales and services, indoor - - - P - -
Establishments with on-site alcohol beverage sales and
consumption that are not bona fide eating establishments
(bars, taverns, cocktail lounges, breweries, distilleries
and/or wine making facilities with sales for on-site and off-
site consumption)b
C C C C - -
Florist shops C P P P - -
Funeral homes (without crematory services) - - - C - -
Funeral homes (with crematory services) - - - - C -
Furniture stores C P P P - -
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General assembly facilities (other than church facilities) P - - - - -
Government offices and service facilities - - - - - P
Grocery stores and supermarkets C P P P - -
Hardware stores C P P P - -
Heavy equipment rentals, sales and services, indoor - - P P P -
Heavy equipment rentals, sales and services, outdoor - - C C C -
Hobby and craft shops C P P P - -
Ice cream and yogurt shops - P P P - -
Jewelry stores C P P P - -
Laundry (self-service) - P P P - -
Laundry and cleaning services - - - P - -
Laundry and dry-cleaning facilities - - - - P -
Leather goods and luggage stores C P P P - -
Liquor stores C P P P - -
Mail order services - - - P P -
Manufacturing, light facilities - - C P P -
Manufacturing, medium facilities - - - - P -
Medical and dental offices and related health clinics P - - - - -
Modular units for office purpose only - - - C - -
Modular units for business office or headquarter purposes
only
- - - - C -
Motels and hotels - C C C - -
Nurseries and garden supply stores C P P P - -
Nursing and retirement home facilities C - - - - -
Office supplies store - P P P - -
Outdoor displays/uses shall take place in front of business
on site, which have been approved with a conditional use
permit. Under special circumstances outdoor uses/displays
are allowed without conditional use permits during two
citywide events (the Grand Terrace Days in June and Tour
De Terrace Bike Event in October), and in connection with
business grand openings. Temporary special event permits
will be required for display of associated balloons, banners
and special event signs.
- C C C - -
Paint, glass and wallpaper stores C P P P - -
Pet shops - P P P - -
Photography and film processing facilities - - - - P -
Plant nurseries, wholesale, outdoor - - - - C -
Printing, blueprinting and reproduction services - P P P P -
Private School Facilities C - - - - -
Public and quasi-public facilities C - - - - -
Public library facilities - - - - - P
Public parks and recreational facilities - - - - - P
Public schools facilities - - - - - P
Public storage facilities, indoor - - P P P -
Public storage facilities, outdoor - - C C C -
Public utility facilities and services - - C C C P
Record, tape and video stores (sales and rental) - P P P - -
Recreational facilities - - C C C -
Recreation vehicle storage, indoor - - - - P -
Recreational vehicle storage, outdoor - - - - C -
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Research and development facilities - - P P - -
Research services - - - P - -
Restaurants: With incidental serving of beer and wine
(without a cocktail lounge, bar, entertainment or dancing)
- P P P - -
Restaurants: With a cocktail lounge, bar, entertainment or
dancing)
- C C C - -
Restaurants: Fast food (without a drive-thru) - P P P - -
Restaurants: With entertainment and/or serving of alcoholic
beverages (other than beer and wine)
- C C C - -
Restaurants: Fast food (with a drive-thru) - C C C - -
Secondhand sales - C C C - -
Shoe stores (sales and repair) - P P P - -
Sporting goods stores C P P P - -
Tailor shops - P P P - -
Temporary uses which are determined by the community
development director not to have significant long-term
impact on the environment. (Uses such as parking lot sales,
Christmas tree sales, seasonal sales, rummage sales, and
others with review through the land use approval or
administrative site and architectural approval process in
accordance with Chapter 18.63, Site and Architectural
Review)
- P P P P -
Television, radio, VCR, stereo and CD component stores
(sales and repair)
- P P P - -
Toy stores C P P P - -
Variety department stores C P P P - -
Vehicle related services (Includes but not limited to
motorcycles and recreational vehicles. And service related
to boats, trailers and campers.): electric vehicle charging
stations (accessory use) c
P P P P P P
Vehicle related services (Includes but not limited to
motorcycles and recreational vehicles. And service related
to boats, trailers and campers.): parts and supplies (retail)
- P P P P -
Vehicle related services (Includes but not limited to
motorcycles and recreational vehicles. And service related
to boats, trailers and campers.): parts and supplies
(wholesale)
- - - - P -
Vehicle related services (Includes but not limited to
motorcycles and recreational vehicles. And service related
to boats, trailers and campers.): rentals
- C C C P -
Vehicle related services (Includes but not limited to
motorcycles and recreational vehicles. And service related
to boats, trailers and campers.): repair
- - - C P
Vehicle related services (Includes but not limited to
motorcycles and recreational vehicles. And service related
to boats, trailers and campers.): sales (new and used
vehicles)
- C C C C -
Vehicle related services (Includes but not limited to
motorcycles and recreational vehicles. And service related
to boats, trailers and campers.): service stations
- C C C C -
Veterinary clinic (completely contained in a building) - C C P P -
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Watch and clock shops (sales and repair); C P P P - -
Wireless communication facilities subject to Chapter 18.71 C C C C C C
Wholesale, storage and distribution facilities - - - P P -
Yardage goods stores - P P P - -
Footnotes:
a. Land uses subject to Chapter 18.27.020 Nonresidential Hours of Operation.
b. “Bona fide public eating place” means a place which is regularly and in a bona fide manner
used and kept open for the serving of meals to “guests” for compensation and which has
suitable kitchen facilities connected therewith, containing conveniences for cooking and an
assortment of foods which may be required for ordinary “meals”, the kitchen of which must
be kept in a sanitary condition with the proper amount of refrigeration for keeping of food on
said premises and must comply with all the regulations of the department of health. “Meals”
means the usual assortment of foods commonly ordered at various hours of the day; the
service of such food and victuals only as sandwiches or salads shall not be deemed a
compliance with this requirement. In addition, the following, and offerings similar to them, do
not meet the meal requirement:
• Snacks such as pretzels, nuts, popcorn, pickles, and chips
• Food ordinarily served as appetizers or first courses such as cheese sticks, fried
calamari, chicken wings, pizza bites (as opposed to a pizza), egg rolls, pot stickers,
flautas, cups of soup, and any small portion of a dish that may constitute a main
course when it is not served in a full portion or when it is intended for sharing in small
portions
• Side dishes such as bread, rolls, French fries, onion rings, small salads (green,
potato, macaroni, fruit), rice, mashed potatoes, and small portions of vegetables
• Reheated refrigerated or frozen entrees
• Desserts
“Guests” shall mean persons who, during the hours when meals are regularly served
therein, come to a bona fide public eating place for the purpose of obtaining, and actually
order and obtain at such time, in good faith, a meal therein. Nothing in this section, however,
shall be construed to require that any food be sold or purchased with any beverage.
c. Nonresidential Electric Vehicle Charging Stations shall be processed by the City in
compliance with AB 970 (McCarty, 2021) subject to the specific binding timelines for the
expedited, streamlined, ministerial review and approval of Electric Vehicle Charging
Station (EVCS) permit applications per Assembly Bill 1236 (Chiu, 2015). The review
periods for Electric Vehicle Charging Stations are determined based on the size of the
proposed project.
Application Completeness
• 1-25 Electric Vehicle Charging Stations at a single site: 5 business days
• 26 or more stations at a single site: 10 business days
Application Approval
• 1-25 Electric Vehicle Charging Stations at a single site: 20 business days
26 or more stations at a single site: 40 business days
Conditions of Approval for Expedited Review
• All proposed Electric Vehicle Charging Stations and equipment shall conform
with the City of Grand Terrace Objective Design Standards (ODS)
• Electric Vehicle Charging Station equipment including transformers,
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generating stations, energy storage units, and any other electric vehicle
charging station related equipment must be adequately screened from visible
view to the satisfaction of the City by one or combination of the following:
o Permanent masonry enclosure with decorative block wall and metal roof
covering. Access gates/doors to be lockable and secure.
o Shrink wrap material acceptable to the City’s objective design standards
18.27.020 Nonresidential Hours of Operation.
The standard hours of operation between 7:00 a.m. and 11:00 p.m. shall be applicable to all
non-residential land use located within 500 feet of any residentially zoned property within the
City of Grand Terrace. A Conditional Use Permit (CUP) approved by the Planning Commission
/ Site and Architectural Review Board is required for any non-residential land use located within
500 feet of any residentially zoned property within the City of Grand Terrace seeks after-hours
operation. "After-hours operation" means any use that has hours of operation at any time
between 11:00 p.m. and 7:00 a.m.
The standard hours of operation of any non-residential land use located more than 501 feet or
further away from any residentially zoned property within the City of Grand Terrace is permitted
to operate 24 hours a day / seven days a week unless hours of operation are limited by a
Conditional Use Permit.”
SECTION 6. Section 18.10.030 “Use Regulations” of Chapter 18.10 – Residential
Districts in Title 18 – Zoning of the Grand Terrace Municipal Code is hereby amended to read in
its entirety as follows:
“18.10.030 Use regulations.
Uses listed in Table 18.10.030 shall be allowed in one or more of the residential districts as
indicated in the columns below each district heading. Permitted uses are indicated by the letter
"P" while the letter "C" indicates uses which require a conditional use permit.
TABLE 18.10.030
LAND USE REGULATIONS
Permitted Uses RH R1-20 R1-10 R1-7.2 R2 R3 R3-S R3-20 /
R3-24
A.Residential Uses
Single-Family (Detached), Full Sized P P P P Pa Pb --
Second Units (Subject to Chapter 17.30 and
18.65)Pg Pg Pg Pg -- - -
Two-Unit Developments (Subject to Chapter
17.30 and 18.65)Pg Pg Pg Pg -- - -
Single-Family (Attached) (Duplexes, Triplexes,
and Fourplexes)
-- -- P P -P
Multiple Family Units -- -- P P -P
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Manufactured Housing (As Permitted Per
Chapter 18.66)
P P P P P P --
Mobile Home Park -- -- C C --
Senior Citizen Housing Pd P
B.Residential Accessory Structures
Accessory Structure P P P P P P Pd P
Accessory Dwelling Unit (Subject to Chapter
17.30 and 18.69)
P P P P P P P P
Junior Accessory Dwelling Unit (Subject to
Chapter 17.30 and 18.69)
P P P P P P --
Guest House C C C C C C --
Private Garage P P P P P P -P
Private Swimming Pool P P P P P P Pd P
Home occupation (As Permitted Per Chapter
5.06)
P P P P P P Pd P
Keeping of Cats and Dogs (Maximum of Two
Each)
P P P P P P Pd P
Other Accessory Uses (As Approved by the
Planning Director)
P P P P P P Pd P
C.Other Uses
Churches (Minimum Three-Acre Parcel)e C C C C C C --
Electric Vehicle Charging Stations (accessory
use) i
P P P P P P P P
Schools (Private and Parochial)e C C C C C C --
Public Park and Playgrounde P P P P P P --
Public Facilities (And Quasi- Public)e C C C C C C --
Family Day Care (Eight or Less Children)e P P P P P P --
Family Day Care Center (Nine or More
Children)e
C C C C C C --
Residential Care Facility (Six or Less Persons) P P P P P P P P
Residential Care Facility (Seven or More
Persons)f
C C --
State Licensed Congregate Living Health
Facility (CLHF)h
-- -- C C C C
Single Room Occupancy C C --
Utility or Service Facilitye C C C C C C --
Outdoor Recreation Facilitye C C C C C C --
D.Temporary uses
Temporary Uses (As approved by Planning
Director)
P P P P P P Pd P
Temporary Trailers (As Approved by Planning
Director)
P P P P P P Pd P
Footnotes:
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a. A second single-family detached unit (full-sized single-family detached dwelling) shall be permitted in the R2 zone provided that the lot or parcel in question meets the minimum area requirement for the R2 zone and that said lot or parcel is developed with no more than one
single-family detached dwelling. A site and architectural review application for the second-
family detached unit in accordance with Chapter 18.63 of the Zoning Code shall be required
to be approved prior to the issuance of building permits. In addition, all development
standards of the underlying zone must be adhered to; and any division in ownership among
the structures on the lot or parcel in question shall conform to the subdivision laws of the
state and city.
b. A second-family detached unit (full sized single-family detached dwelling) shall be permitted
in the R3 zone provided that the lot or parcel in question meets the minimum area
requirements for the R3 zone and that said lot or parcel is developed with no more than one
single-family detached dwelling. A site and architectural review application for the second-
family detached unit in accordance with Chapter 18.63 of the Zoning Code shall be required
to be approved prior to the issuance of building permits. In addition, all development
standards of the underlying zone must be adhered to; and any division in ownership among
the structures on the lot or parcel in question shall conform to the subdivision laws of the
state and city.
c. "P" stands for "Permitted Use" where the use is permitted by right; and "C" stands for
"Conditional Use" where the use requires a conditional use permit.
d. Senior citizen housing is allowed in the R3-S up to a maximum density of twenty unit/acre.
A specific plan will be required for all senior citizen housing projects in this zone. Some
accessory and temporary uses as indicated will be allowed in the R3-S zone with the
approval of the Community Development Director.
e. Notwithstanding anything indicating otherwise in this Table, this use is prohibited on a parcel
that was created by an urban lot split, pursuant to Subsection 17.30.050(A).
f. Subject to administrative conditional use permit.
g. Notwithstanding anything indicating otherwise in this Table, this use shall be prohibited if the
finding of a specific, adverse impact is made in accordance with Subsection 18.65.020(C).
h. CLHF’s are required to comply with the City’s Objective Design Standards (ODS) and a
State license is required to operate as a Congregate Living Health Facility (CLHF) in
California. A CLHF means a residential home with a capacity of no more than 18 beds
(except a facility operated by a city and county for purposes of delivering services may have
a capacity of 59 beds; or, a facility not operated by a city and county servicing persons who
are terminally ill, persons who have been diagnosed with a life-threatening illness, or both,
that is located in a county with a population of 500,000 or more persons, or located in a
county of the 16th class pursuant to Section 28020 of the Government Code, may have not
more than 25 beds for the purpose of serving persons who are terminally ill) that provides
inpatient care, including the following basic services: medical supervision, 24-hour skilled
nursing and supportive care, pharmacy, dietary, social, recreational, and at least one type
of the following service:
(A) Services for persons who are mentally alert, persons with physical disabilities, who may
be ventilator dependent.
(B) Services for persons who have a diagnosis of terminal illness, a diagnosis of a life-
threatening illness, or both. Terminal illness means the individual has a life expectancy of
six months or less as stated in writing by his or her attending physician and surgeon. A “life-
threatening illness” means the individual has an illness that can lead to a possibility of a
termination of life within five years or less as stated in writing by his of her attending physician
and surgeon.
(C) Services for persons who are catastrophically and severely disabled. A person who is
catastrophically and severely disabled means a person whose origin of disability was
acquired through trauma or nondegenerative neurologic illness, for whom it has been
08/13/2024 139 of 315
determined that active rehabilitation would be beneficial and to whom these services are
being provided. Services offered by a congregate living health facility to a person who is
catastrophically disabled shall include, but not be limited to, speech, physical and
occupational therapy.
i. Residential Electric Vehicle Charging Stations shall be processed by the City in
compliance with AB 970 (McCarty, 2021) subject to the specific binding timelines for the
expedited, streamlined, ministerial review and approval of Electric Vehicle Charging
Station (EVCS) permit applications per Assembly Bill 1236 (Chiu, 2015). The review
periods for Electric Vehicle Charging Stations are determined based on the size of the
proposed project.
Application Completeness
• 1-25 Electric Vehicle Charging Stations at a single site: 5 business days
• 26 or more stations at a single site: 10 business days
Application Approval
• 1-25 Electric Vehicle Charging Stations at a single site: 20 business days
• 26 or more stations at a single site: 40 business days
Conditions of Approval for Expedited Review
• A completed Submittal Requirements Checklist.
• All proposed Electric Vehicle Charging Stations and equipment shall conform
with the City of Grand Terrace Objective Design Standards (ODS)
• Electric Vehicle Charging Station equipment including transformers,
generating stations, energy storage units, and any other electric vehicle
charging station related equipment must be adequately screened from visible
view to the satisfaction of the City by one or combination of the following:
o Permanent masonry enclosure with decorative block wall and metal
roof covering. Access gates/doors to be lockable and secure.
o Shrink wrap material acceptable to the City’s objective design standards
“
SECTION 7. Chapter 18.30 AP Administrative Professional District in Title 18 – Zoning
of the Grand Terrace Municipal Code is hereby amended to read in its entirety as follows:
“Chapter 18.30 AP ADMINISTRATIVE PROFESSIONAL DISTRICT
Sections:
18.30.010 Purpose.
The purpose of the AP district is to provide for professional office uses, with site
development standards compatible with those in residential districts, in order that such uses can
be located in close proximity to residential uses.
(Ord. 126 § 2, Exh. A(part), 1990)
18.30.020 Permitted uses.
Permitted uses in the AP district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
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18.30.030 Conditionally permitted uses.
Uses permitted in the AP district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
18.30.040 Site development standards.
Site development standards in the AP district are as follows:
Development Issue Standard
Lot Area
(Minimum square feet)
10,000
Lot Width
(Minimum linear feet)
70
Lot Depth
(Minimum linear feet)
100
Street Frontage
(Minimum linear feet)
70
Setbacks
(Minimum linear feet)
front yard 15
rear yard (except when adjacent to a lot in an
R District, then 10 feet)
0
side yard (except when adjacent to a lot in an
R district, then 10 feet)
0
Height
(Maximum linear feet)
35
Lot Coverage
(Maximum percent) (less the required parking,
setbacks and landscaping)
100
(Ord. 126 § 2, Exh. A(part), 1990)
18.30.050 Storage and trash facilities.
All storage of cartons, containers and trash in the AP district shall be shielded from view
within a building or within an area enclosed by a wall not less than six feet in height, and shall
not be located within 40 feet of any district zoned for residential use. The enclosure shall follow
current California Building Code accessibility requirements, as amended from time to time. A
drain shall be installed and connected directly into the City’s wastewater system, with approval
from the City’s Engineer. The storage and trash enclosure shall contain lockable front facing
decorative metal doors and a side door, and a decorative metal roof or cover with screening to
prevent illegal dumping. All decorative material shall be compliant with the City’s objective
design standards.
(Ord. 126 § 2, Exh. A(part), 1990) (Ord. 352, 3-26-2024)
18.30.060 Off-street parking.
The provisions of Chapter 18.60 shall apply in determining the amount of parking space
that must be provided for each use located in the AP district.
08/13/2024 141 of 315
(Ord. 126 § 2, Exh. A(part), 1990)
18.30.070 Signs.
The provisions of Chapter 18.80 shall apply to all signs in the AP district.
(Ord. 126 § 2, Exh. A(part), 1990)”
18.30.080 Site and architectural review.
The provisions of Chapter 18.63 for site and architectural review shall apply in the AP
district.
(Ord. 126 § 2, Exh. A(part), 1990)”
SECTION 8. Chapter 18.33 C2 General Business District in Title 18 – Zoning of the
Grand Terrace Municipal Code is hereby amended to read in its entirety as follows:
“Chapter 18.33 C2 GENERAL BUSINESS DISTRICT
Sections:
18.33.010 Purpose.
The purpose of the C2 district is to promote and provide for the orderly development of
general commercial uses desirous to the community as a whole as well as freeway generated
consumers.
(Ord. 151 § 1(part), 1994: Ord. 148 § 1(part), 1994: Ord. 126 § 2, Exh. A(part), 1990)
18.33.020 Permitted uses.
Permitted uses in the C2 district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
18.33.030 Conditionally permitted uses.
Uses permitted in the C2 district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
18.33.040 Site development standards.
Site development standards in the C2 district are as follows:
Development Issue Standard
Lot Area
(Minimum square feet)
10,000
Lot Width
(Minimum linear feet)
70
Lot Depth
(Minimum linear feet)
100
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Street Frontage
(Minimum linear feet)
70
Setbacks
(Minimum linear feet)
front yard 25
rear yard (except when adjacent to a lot in an R District, then 10
feet)
0
side yard (except when adjacent to a lot in an R district, then
10 feet)
0
Height
(minimum linear feet)
35
Lot Coverage
(maximum percent, less the required parking, setbacks, and
landscaping)
100
(Ord. 148 § 1(part), 1994; Ord. 126 § 2, Exh. A(part), 1990)
18.33.050 Storage and trash facilities.
All storage of cartons, containers and trash in the AP district shall be shielded from view
within a building or within an area enclosed by a wall not less than six feet in height, and shall
not be located within 40 feet of any district zoned for residential use. The enclosure shall follow
current California Building Code accessibility requirements, as amended from time to time. A
drain shall be installed and connected directly into the City’s wastewater system, with approval
from the City’s Engineer. The storage and trash enclosure shall contain lockable front facing
decorative metal doors and a side door, and a decorative metal roof or cover with screening to
prevent illegal dumping. All decorative material shall be compliant with the City’s objective
design standards.
(Ord. 126 § 2, Exh. A(part), 1990) (Ord. 352, 3-26-2024)
18.33.060 Off-street parking.
The provisions of Chapter 18.60 shall apply in determining the amount of parking space
that must be provided for each use located in the C2 district.
(Ord. 126 § 2, Exh. A(part), 1990)
18.33.070 Signs.
The provisions of Chapter 18.80 shall apply to all signs in the C2 district.
(Ord. 126 § 2, Exh. A(part), 1990)
18.33.080 Site and architectural review.
The provisions of Chapter 18.63 for site and architectural review shall apply in the C2
district.
(Ord. 126 § 2, Exh. A(part), 1990)”
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SECTION 9. Chapter 18.36 CM Commercial Manufacturing District in Title 18 – Zoning
of the Grand Terrace Municipal Code is hereby amended to read in its entirety as follows:
“Chapter 18.36 CM COMMERCIAL MANUFACTURING DISTRICT1
Sections:
18.36.010 Purpose.
The purpose of the CM district is to provide for the development of combined commercial
and light manufacturing uses. The regulations of this district are intended to allow limited light
manufacturing uses which operate free of objectionable noise, dust, odor or other nuisances to
locate in a mixed use development area along with commercial uses. Light manufacturing uses
do not involve large container truck traffic or transport of large bulky items.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.36.020 Permitted Uses.
Permitted uses in the CM district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
18.36.030 Conditionally permitted uses.
Uses permitted in the CM district with a conditional use permit are listed under Table
18.27.010 – Nonresidential Use Regulations.18.36.040 Prohibited uses.
Uses that include the storage of hazardous and/or flammable material is prohibited. Such
uses include, but are not limited to, pallet yard, and other wood products, and tire storage.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.36.050 Site development standards.
Site development standards in the CM district are as follows:
Development Issue Standard
Lot Area
(Minimum square feet)
10,000
Lot Width
(Minimum linear feet)
70
Lot Depth
(Minimum linear feet)
100
Street Frontage
(Minimum linear feet)
70
Setbacks
(Minimum linear feet)
front yard 15, with 5' landscape setback
rear yard (except when adjacent to a lot in an
R District, then 25 feet, with 10 foot landscape
setback)
0
08/13/2024 144 of 315
side yard (except when adjacent to a lot in an
R district, then 25 feet, with 10 foot landscape
setback)
0
street side yard 15, with 5' landscape setback
Height
(minimum linear feet)
35
Lot Coverage
(maximum percent, less the required parking,
setbacks, and landscaping)
100
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.36.060 Storage and trash facilities.
A. Permitted outdoor storage shall be set back 25 feet when adjacent to residential properties.
B. When permissible outdoor storage is utilized, such storage shall be visually screened from
all adjacent building sites, public view, and public streets and alleys by a solid decorative
masonry wall of a height sufficient to screen all materials stored outdoors, but not less than
six feet in height, or by a building.
C. The screening herein required shall be established at or before the time any area is used
for outdoor storage.
D. Where topographical conditions or existing structures are such that strict compliance with
the requirements of this section would not be necessary to accomplish the purposes of this
section, the Planning Commission may waive compliance with all or part of such
requirements.
E. Trash enclosures shall be required. Trash enclosures shall be screened by a six-foot-high
decorative block wall. The enclosure shall follow current California Building Code
accessibility requirements, as amended from time to time. A drain shall be installed and
connected directly into the City’s wastewater system, with approval from the City’s
Engineer. The storage and trash enclosure shall contain lockable front facing decorative
metal doors and a side door, and a decorative metal roof or cover with screening to
prevent illegal dumping. All decorative material shall be compliant with the City’s
objective design standards.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018) (Ord. 352, 3-26-20240
18.36.070 Off-street parking.
The provisions of Chapter 18.60 shall apply in determining the amount of parking space
that must be provided for each use located in the CM district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.36.080 Signs.
The provisions of Chapter 18.80 shall apply to all signs in the CM district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
08/13/2024 145 of 315
18.36.090 Site and architectural review.
The provisions of Chapter 18.63 for site and architectural review shall apply in the CM
district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)”
SECTION 10. Chapter 18.39 MR Restricted Manufacturing District in Title 18 – Zoning
of the Grand Terrace Municipal Code is hereby amended to read in its entirety as follows:
“Chapter 18.39 MR RESTRICTED MANUFACTURING DISTRICT2
Sections:
18.39.010 Purpose.
The purpose of the MR district is to provide for the development of low intensity and low
impact light manufacturing and industrial uses. The regulations of this district are intended to
allow various manufacturing and industrial uses which operate free of objectionable noise, dust,
odor or other nuisances to other (nonindustrial uses) in planned architecturally integrated
building groups.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.39.020 Permitted uses.
Permitted uses in the MR district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
18.39.030 Conditionally permitted uses.
Uses permitted in the MR district with a conditional use permit are listed under Table
18.27.010 – Nonresidential Use Regulations.
18.39.040 Prohibited uses.
Uses that include the storage of hazardous and/or flammable material is prohibited. Such
uses include, but are not limited to, pallet yard, and other wood products, and tire storage.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.39.050 Site development standards.
Site development standards in the MR district are as follows:
Development Issue Standard
Lot Area
(Minimum square feet)
20,000
Lot Width
(Minimum linear feet)
70
Lot Depth
(Minimum linear feet)
100
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Street Frontage
(Minimum linear feet)
70
Setbacks
(Minimum linear feet)
front yard 25, with 10' landscape setback
rear yard (except when adjacent to a lot in an
R District, then 25 feet, with 10 foot landscape
setback)
0
side yard (except when adjacent to a lot in an
R district, then 25 feet, with 10 foot landscape
setback)
0
street side yard 15, with 5' landscape setback
Height
(Minimum linear feet)
35
Lot Coverage
(Maximum percent, less the required parking,
setbacks, and landscaping)
100
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.39.060 Storage and trash facilities.
A. Permitted outdoor storage shall be set back 25 feet when adjacent to residential properties.
B. When permissible outdoor storage is utilized, such storage shall be visually screened from
all adjacent building sites, public view, and public streets and alleys by a solid decorative
masonry wall of a height sufficient to screen all materials stored outdoors, but not less than
six feet in height, or by a building.
C. The screening herein required shall be established at or before the time any area is used
for outdoor storage.
D. Where topographical conditions or existing structures are such that strict compliance with
the requirements of this section would not be necessary to accomplish the purposes of this
section, the Planning Commission may waive compliance with all or part of such
requirements.
E. Trash enclosures shall be required. Trash enclosures shall be screened by a six-foot-high
decorative block wall. The enclosure shall follow current California Building Code
accessibility requirements, as amended from time to time. A drain shall be installed and
connected directly into the City’s wastewater system, with approval from the City’s Engineer.
The storage and trash enclosure shall contain lockable front facing decorative metal doors
and a side door, and a decorative metal roof or cover with screening to prevent illegal
dumping. All decorative material shall be compliant with the City’s objective design
standards.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018) (Ord. 352, 3-26-2024)
18.39.070 Off-street parking.
The provisions of Chapter 18.60 shall apply in determining the amount of parking space
that must be provided for each use located in the MR district.
08/13/2024 147 of 315
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.39.080 Signs.
The provisions of Chapter 18.80 shall apply to all signs in the MR district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.39.090 Site and architectural review.
The provisions of Chapter 18.63 for site and architectural review shall apply in the MR
district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.39.100 Commercial modular units.
The provisions of Chapter 18.66 for commercial modular units shall apply in the MR district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)”
SECTION 11. Chapter 18.40 M2 Industrial District in Title 18 – Zoning of the Grand
Terrace Municipal Code is hereby amended to read in its entirety as follows:
“Chapter 18.40 M2 INDUSTRIAL DISTRICT3
Sections:
18.40.010 Purpose.
The purpose of the M2 district is to provide for the development of medium manufacturing
and industrial uses. The regulations of this district are intended to allow various manufacturing
and industrial uses which operate free of overly excessive noise, dust, odor or other nuisances
and can be made compatible to other (nonindustrial) districts.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.40.020 Permitted uses.
Permitted uses in the M2 district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
18.40.030 Conditionally permitted uses.
Uses permitted in the M2 district with a conditional use permit are listed under Table
18.27.010 – Nonresidential Use Regulations.
18.40.040 Prohibited uses.
Uses that include the storage of hazardous and/or flammable material is prohibited. Such
uses include, but are not limited, to pallet yard, and other wood products, and tire storage.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
08/13/2024 148 of 315
18.40.050 Site development standards.
Site development standards in the M2 district are as follows:
Development Issue Standard
Lot Area
(Minimum square feet)
20,000
Lot Width
(Minimum linear feet)
70
Lot Depth
(Minimum linear feet)
100
Street Frontage
(Minimum linear feet)
70
Setbacks
(Minimum linear feet)
front yard 25, with 10' landscape setback
rear yard (except when adjacent to a lot in an
R District, then 25 feet, with 10 foot landscape
setback)
0
side yard (except when adjacent to a lot in an
R district, then 25 feet, with 10 foot landscape
setback)
0
street side yard 15, with 5' landscape setback
Height
(Minimum linear feet)
35
Lot Coverage
(Maximum percent, less the required parking,
setbacks, and landscaping)
100
(Ord. No. 329 , § 5, 1-28-2020; Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.40.060 Storage and trash facilities.
A. Permitted outdoor storage shall be set back 25 feet when adjacent to residential properties.
B. When permissible outdoor storage is utilized, such storage shall be visually screened from
all adjacent building sites, public view, and public streets and alleys by a solid decorative
masonry wall of a height sufficient to screen all materials stored outdoors, but not less than
six feet in height, or by a building.
C. The screening herein required shall be established at or before the time any area is used
for outdoor storage.
D. Where topographical conditions or existing structures are such that strict compliance with
the requirements of this section would not be necessary to accomplish the purposes of this
section, the Planning Commission may waive compliance with all or part of such
requirements.
E. Trash enclosures shall be required. Trash enclosures shall be screened by a six-foot-high
decorative block wall. The enclosure shall follow current California Building Code
accessibility requirements, as amended from time to time. A drain shall be installed and
connected directly into the City’s wastewater system, with approval from the City’s Engineer.
08/13/2024 149 of 315
The storage and trash enclosure shall contain lockable front facing decorative metal doors
and a side door, and a decorative metal roof or cover with screening to prevent illegal
dumping. All decorative material shall be compliant with the City’s objective design
standards.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018) (Ord. 352, 3-26-2024)
18.40.070 Off-street parking.
The provisions of Chapter 18.60 shall apply in determining the amount of parking space
that must be provided for each use located in the M2 district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.40.080 Signs.
The provisions of Chapter 18.80 shall apply to all signs in the M2 district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.40.090 Site and architectural review.
The provisions of Chapter 18.63 for site and architectural review shall apply in the M2
district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)
18.40.100 Commercial modular units.
The provisions of Chapter 18.66 for commercial modular units shall apply in the M2 district.
(Ord. No. 319 , § 5(Exh. 1), 4-24-2018)”
SECTION 12. Chapter 18.40 M2 Industrial District in Title 18 – Zoning of the Grand
Terrace Municipal Code is hereby amended to read in its entirety as follows:
“Chapter 18.43 PUB PUBLIC FACILITIES DISTRICT
Sections:
18.43.010 Purpose.
The purpose of the PUB district is to provide for the development of public facilities for
public service uses such as government offices and services, public parks and school facilities.
(Ord. 126 § 2, Exh. A(part), 1990)
18.43.020 Permitted uses.
Permitted uses in the PUB district are listed under Table 18.27.010 – Nonresidential Use
Regulations.
08/13/2024 150 of 315
18.43.030 Conditionally permitted uses.
Uses permitted in the PUB district with a conditional use permit are listed under Table
18.27.010 – Nonresidential Use Regulations.
(Ord. 126 § 2, Exh. A(part), 1990)
18.43.040 Site development standards.
Site development standards in the PUB district are as follows:
Development Issue Standard
Lot Area
(Minimum square feet)
10,000
Lot Width
(Minimum linear feet)
70
Lot Depth
(Minimum linear feet)
100
Street Frontage
(Minimum linear feet)
70
Setbacks
(Minimum linear feet)
front yard 15
rear yard (except when adjacent to a lot in an
R District, then 10 feet)
0
side yard (except when adjacent to a lot in an
R district, then 10 feet)
0
Height
(minimum linear feet)
35
Lot Coverage
(maximum percent, less the required parking,
setbacks, and landscaping)
100
(Ord. 126 § 2, Exh. A(part), 1990)
18.43.050 Storage and trash facilities.
All storage of cartons, containers and trash in the AP district shall be shielded from view
within a building or within an area enclosed by a wall not less than six feet in height, and shall
not be located within 40 feet of any district zoned for residential use. The enclosure shall follow
current California Building Code accessibility requirements, as amended from time to time. A
drain shall be installed and connected directly into the City’s wastewater system, with approval
from the City’s Engineer. The storage and trash enclosure shall contain lockable front facing
decorative metal doors and a side door, and a decorative metal roof or cover with screening to
prevent illegal dumping. All decorative material shall be compliant with the City’s objective
design standards.
(Ord. 126 § 2, Exh. A(part), 1990) (Ord. 352, 3-26-2024)
18.43.060 Off-street parking.
The provisions of Chapter 18.60 shall apply in determining the amount of parking space
08/13/2024 151 of 315
that must be provided for each use located in the PUB district.
(Ord. 126 § 2, Exh. A(part), 1990)
18.43.070 Signs.
The provisions of Chapter 18.80 shall apply to all signs in the PUB district.
(Ord. 126 § 2, Exh. A(part), 1990)
18.43.080 Site and architectural review.
The provisions of Chapter 18.63 for site and architectural review shall apply in the PUB
district.
(Ord. 126 § 2, Exh. A(part), 1990)”
SECTION 13. Based upon the forgoing and all oral and written communications from
members of the public and City staff (including, but not limited to, all oral and written staff reports
and attachments) presented at the July 9, 2024, and July 23, 2024, City Council Public Hearings,
the City Council hereby adopts Ordinance No. 359 approving Zone Change Amendment (ZCA)
24-03, and adopts and finds an environmental exemption pursuant to Section 15061(b)(3) of the
California Environmental Quality Act (CEQA) Guidelines.
SECTION 14. If any section, subsection, subdivision, paragraph, sentence, clause, or
phrase contained approved by this Ordinance, or any part thereof, is for any reason held to be
unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall
not affect the validity of effectiveness of the remaining portions of this Ordinance or any part
thereof. The City Council of Grand Terrace hereby declares that it would have passed each
section, subsection, subdivision, paragraph, sentence, clause, or phrase thereof irrespective of
the fact that any one or more subsections, subdivisions, paragraphs, sentences, clauses, or
phrases are declared unconstitutional, invalid, or ineffective.
SECTION 15. First read at a regular meeting of the City Council held on the 23rd day of
July 2024, and adopted the Ordinance after the second reading at a regular meeting held on the
13th day of August 2024.
SECTION 16. City staff is hereby authorized and directed to file a Notice of Exemption
(NOE) with respect to the adoption of this Ordinance.
SECTION 17. The Mayor shall sign, and the City Clerk shall certify to the passage and
adoption of this Ordinance and shall cause the same to be published and posted pursuant to the
provisions of law in that regard and this Ordinance shall take effect thirty (30) days after its final
passage.
SECTION 18 To the extent that any code amendment herein does not reflect the code
provisions adopted by Ordinance No. 352 on March 26, 2024, which amended sections 18.10.090,
18.33.050, 18.36.060, 18.39.060, 18.40.060, and 18.56.080 of Title 18 (Zoning) of the Grand Terrace
Municipal Code, which have not yet been updated and reflected in the on-line municipal code as of
the date of this ordinance, the provisions amended in Ordinance No. 352 shall supersede this
ordinance and be reflected in the Zoning Code.
08/13/2024 152 of 315
APPROVED AND ADOPTED by the City Council of the City of Grand Terrace, California,
at a regular meeting held on the 13th day of August 2024.
Mayor Bill Hussey
ATTEST:
Debra L. Thomas
City Clerk
APPROVED AS TO FORM:
Adrian R. Guerra
City Attorney
08/13/2024 153 of 315
STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO ) SS.
CITY OF GRAND TERRACE )
I Debra Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO
HEREBY CERTIFY that the foregoing Ordinance was duly passed, approved and adopted by the
City Council at a regular meeting of said City Council held on the 13th day of August 2024, and
that and that it was adopted by the called vote as follows:
AYES:
NOES:
ABSENT:
ABSTAIN:
RECUSE:
Executed this 13 day of August 2024, at Grand Terrace, California.
Debra L. Thomas
City Clerk
08/13/2024 154 of 315
TO: Clerk of the Board of Supervisors FROM: Planning and Development
County of San Bernardino Services Department
385 N. Arrowhead Avenue, 2nd Floor City of Grand Terrace
San Bernardino, CA 92415-0130 22795 Barton Road
Grand Terrace, CA 92313
Project Title: An Ordinance of the City Council of Grand Terrace, California, approving Zone Change
Amendment (ZCA) 24-03, to amend TITLE 18 (ZONING) of the Grand Terrace Municipal Code Amending City
of Grand Terrace Municipal Code Title 18 (Zoning) To Add New Residential Land Uses Called “Congregate
Living Health Facilities” And “Electric Vehicle Charging Stations”, To The Allowable Residential Land Uses
Listed In Chapter 18.10 (Residential Districts); To Add Nonresidential Hours Of Operation And To Consolidate
All Nonresidential Land Uses Identified Under Chapters 18.30 – AP Administrative Professional District, 18.33 –
C2 General Business District, 18.36 – CM Commercial Manufacturing District, 18.39 – MR Restricted
Manufacturing District, 18.40 – M2 Industrial District, 18.43 – PUB Public Facilities District Into A Table Format
Under A New Chapter 18.27 (Nonresidential Districts); To Add New Nonresidential Land Uses Called “Heavy
Equipment Rentals (Indoor and Outdoor)”, “Electric Vehicle Charging Stations”, “Restaurants With A Cocktail
Lounge, Bar, Entertainment Or Dancing”, and “Establishments With On-Site Alcohol Beverage Sales And
Consumption That Are Not Bona Fide Eating Establishments (Bars, Taverns, Cocktail Lounges, Breweries,
Distilleries And / Or Wine Making Facilities With Sales For On-Site And Off-Site Consumption)”
Project Location – Specific: Citywide
Description of Project: Zone Change Amendment (ZCA) 24-03 to add new residential land uses; to add
nonresidential hours of operation; and to consolidate all nonresidential land uses into a table format under a new
Chapter 18.27 (Nonresidential Districts); to add new nonresidential land uses.
Name of Public Agency Approving Project: Grand Terrace City Council
Name of Person or Agency Carrying out Project: City of Grand Terrace Planning Department
Exempt Status: Environmental Exemption pursuant to Section 15061(b)(3) of the California Environmental
Quality Act (CEQA) Guidelines.
Reasons Why Project is Exempt: It can be seen with certainty that the Zone Change Amendment (ZCA) 24-03
solely updates residential and nonresidential land use tables and establish hours of operation with a process to
request after hours of operation for a business, has no foreseeable potential to have a significant adverse effect
on the environment. The City of Grand Terrace has determined that ZCA 24-03 is considered to be exempt from
CEQA pursuant to CEQA Guidelines Section 15061(b)(3) - Common Sense Exemption. The project is exempt
under the “common sense” exemption because it does not involve any grading, demolition, or construction
activities that will have a significant effect on the environment. The project is strictly a text update to the City’s
land use tables and hours of operation found within the Zoning Code.
Lead Agency or Contact Person: Telephone/Email:
(909) 954-5177 office
shutter@grandterrace-ca.gov
______________________________ _________________
Scott Hutter Date
Planning Director
City of Grand Terrace
Attachment 2
08/13/2024 155 of 315
Item 8
08/13/2024 156 of 315
Developer has been processing entitlements for the Project (commonly referred to as The
Gateway at Grand Terrace) including, but not limited to, an Environmental Impact Report,
General Plan Amendment, the Gateway at Grand Terrace Specific Plan, a Zone Change,
Tentative Tract Map and the Development Agreement.
DISCUSSION:
As consideration for Developer’s commitment, at Developer’s sole cost and expense, to
rehabilitate the soccer field and other concessions made in the Development Agreement,
the Fifth Amendment permanently extinguishes the Right of Repurchase.
B.EXCHANGE AGREEMENT
BACKGROUND:
City owns approximately 2.5 acres of real property located northwest of Veterans Freedom
Park (APN 1167-151-75) which has an unlighted existing ball field (“Old Ball Field
Property”).
Developer owns approximately 4.97 acres of real property located northeast of the
terminus of Taylor Street (APN 1167-151-71) (“New Ball Field Property”).
Both properties are located within the Gateway at Grand Terrace Specific Plan (“Specific
Plan”).
The City and Developer intend to simultaneously exchange the properties to facilitate
Developer’s Project and as consideration for same, Developer will, at Developer’s sole
cost and expense, improve (i) the New Ball Field Property with a lighted baseball field and
other improvements including irrigation, backstops, dugouts dirt bullpens, bleachers,
concession and storage buildings, field lighting; (ii) add park improvements including a
playground, shade structures with tables, trashcans and bbqs, a restroom facility, parking
lot and landscaping; and (iii) Paseo improvements connecting the park to Veterans
Old Ball
Field
Property
New Ball
Field
Property
08/13/2024 157 of 315
Freedom Park as well as 12 foot pedestrian/bike bath and access road for maintenance
vehicles, pathway lighting with low maintenance groundcover, shrubs and trees
(collectively the “Ball Park Improvements”).
The Exchange Agreement specifies that it will be effective upon expiration of any CEQA
statute of limitations or, if a challenge, then upon resolution allows the development of
Developer’s Project (“Effective Date”). Upon the Effective Date, Developer must promptly
obtain permits and approval of the plans and specifications for the Ball Park Improvements
and thereafter promptly construct the Ball Park Improvements on the New Ball Field
Property. Upon completion and City’s approval of the Ball Park Improvements, the parties
are required to consummate the exchange of title of the respective properties pursuant to
the Exchange Agreement in accordance with standard transactional requirements which
include the issuance of owner’s title insurance policies to each party for the property which
it is acquiring. Escrow is to close 30 days after the City Approval of Ball Park
Improvements.
DISCUSSION:
The Old Ball Park Property is important for Developer’s Project. City will receive the New
Ball Park Property which, is a larger piece of property, which will be improved with the Ball
Park Improvements at no cost or expense to City.
C.RECOMMENDATIONS:
City Staff and City Attorney recommend the City Council approve both the 5th DDA Amendment
and the Exchange Agreement but condition execution and delivery of the documents upon the
occurrence of both of the following: (i) the ordinance adopting the Development Agreement is
approved by the City Council; and (ii) the Development Agreement is executed and delivered by
Developer to the City.
08/13/2024 158 of 315
RESOLUTION NO. 2024-_______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAND
TERRACE, CALIFORNIA, APPROVING THE FIFTH AMENDMENT TO
THE DISPOSITION AND DEVELOPMENT AGREEMENT AND
EXCHANGE AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC.
WHEREAS, on August 6, 2014, Developer and City entered into a
Disposition and Development Agreement (“Original DDA”) with the City for the
purpose of developing a residential project (“Project”); and
WHEREAS, the Original DDA was amended as follows: Amendment No. 1
on February 27, 2017; Amendment No. 2 on April 28, 2017; Amendment No. 3 on
November 27, 2023 and Amendment No. 4 dated May 14, 2024 (“Amended
DDA”); and
WHEREAS, to confirm Developer’s commitment to timely construct the
Project, Section 16 of the Amended DDA provided a repurchase right to the City if
Developer did not commence grading of at least a 10-acre portion of the Property
within seven (7) years from the closing date of May 2, 2017 (“Right of
Repurchase”). Accordingly, the City’s repurchase right original commenced on
May 2, 2024, which was seven (7) years from the closing date (“Outside Grading
Commencement Date”). However pursuant to the Amended DDA, the Outside
Grading Commencement Date is currently October 31, 2024; and
WHEREAS, Developer has been processing entitlements for the Project
(commonly referred to as The Gateway at Grand Terrace) including, but not limited
to, an Environmental Impact Report, General Plan Amendment, the Gateway at
Grand Terrace Specific Plan, a Zone Change, Tentative Tract Map and the
Development Agreement; and
WHEREAS, as evidence of the City’s good faith negotiations with
Developer, the parties have agreed to amend the DDA to as consideration for
Developer’s commitment, at Developer’s sole cost and expense, to rehabilitate the
soccer field and other concessions made in the Development Agreement, the Fifth
Amendment to the DDA permanently extinguishes the Right of Repurchase; and
WHEREAS, the City owns approximately 2.5 acres of real property located
northwest of Veterans Freedom Park (APN 1167-151-75) which has an unlighted
existing ball field (“Old Ball Field Property”), and Developer owns approximately
4.97 acres of real property located northeast of the terminus of Taylor Street (APN
1167-151-71) (“New Ball Field Property”); and
WHEREAS, both properties are located within the Gateway at Grand
Terrace Specific Plan (“Specific Plan”); and
Attachment 1
08/13/2024 159 of 315
WHEREAS, the City and Developer intend to simultaneously exchange
properties to facilitate Developer’s Project and as consideration for same,
Developer will, at Developer’s sole cost and expense, improve (i) the New Ball
Field Property with a lighted baseball field and other improvements including
irrigation, backstops, dugouts dirt bullpens, bleachers, concession and storage
buildings, field lighting; (ii) add park improvements including a playground, shade
structures with tables, trashcans and bbqs, a restroom facility, parking lot and
landscaping; and (iii) Paseo improvements connecting the park to Veterans
Freedom Park as well as 12 foot pedestrian/bike bath and access road for
maintenance vehicles, pathway lighting with low maintenance groundcover,
shrubs and trees (collectively the “Ball Park Improvements”) within the scope of
the Exchange Agreement.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Grand Terrace, as follows:
Section 1. The Recitals set forth above are true and correct and are
incorporated herein by this reference.
Section 2. The City Council hereby approves the Fifth Amendment to the
DDA with Developer in substantially the form as provided in Exhibit “A,”
incorporated herein by this reference.
Section 3. The City Council hereby approves the Exchange Agreement with
Developer in substantially the form as provided in Exhibit “B,” incorporated herein
by this reference.
Section 4. The City Council authorizes the City Manager to sign the Fifth
Amendment to the DDA and the Exchange Agreement, subject to the City
Attorney’s approval as to form.
Section 5. This Resolution shall immediately take effect upon passage.
PASSED, APPROVED and ORDERED by the City Council of the City of
Grand Terrace, California at a regular meeting held on the 13th day of August
2024.
Signatures on Following Page
08/13/2024 160 of 315
Bill Hussey
Mayor
ATTEST:
________________________________
Debra Thomas
City Clerk
APPROVED AS TO FORM:
Adrian R. Guerra
City Attorney
08/13/2024 161 of 315
Exhibit A
Fifth Amendment to the Disposition and Development Agreement
08/13/2024 162 of 315
01247.0025/972327.1 1
FIFTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT
This Fifth Amendment to Disposition and Development Agreement ("Fifth
Amendment") is entered into on __________, 2024 ("Effective Date"), by and between the
CITY OF GRAND TERRACE, a municipal corporation and charter city ("City"), and LEWIS
LAND DEVELOPER S, LLC , a Delaware Limited Liability Company ("Developer").
RECITALS
A.Property. Developer owns that certain real property consisting of approximately 44
acres (APNs 1167-151-22, 1167-151-74, 1167-151-68 and 1167-151-71)
(“Property”).
B.DDA. City and Developer entered into that certain Disposition and Development
Agreement dated August 6, 2014 as amended by (i) that certain Amendment No. 1
to Disposition and Development Agreement dated February 27, 2017, (ii) that certain
Amendment No. 2 to Disposition and Development Agreement dated April 28, 2017,
(iii) that certain Amendment No. 3 to Disposition and Development Agreement dated
November 27, 2023, and (iv) that certain Amendment No. 4 to Disposition and
Development Agreement executed on May 14, 2024 (collectively “Original DDA”)
pursuant to which the City sold the Property to Developer for a very low purchase
price in consideration of the Developer’s commitment to develop and construct a
residential project (“Residential Property"). To confirm Developer’s commitment to
timely construct the Project (as defined therein), Section 16 of the DDA provided a
repurchase righ t to City if Developer did not accomplish certain development
benchmarks by set dates (“City’s Repurchase Right”).
C.MOU. City and Developer entered into that certain Memorandum of Understanding
executed by City on April 19, 2017 (“Original MOU ”). The Original MOU was
amended by that certain First Amendment to Memorandum of Understanding
executed by City on January 26, 2021 (“First MOU Amendment”). The Original MOU
as amended by the First MOU Amendment is hereinafter referred to as the “MOU .”
D.Reimbursement Agreement. The parties have executed that certain
Reimbursement Agreement dated November 27, 2023 (“Reimbursement
Agreement”).
E.Exchange Agreement. Concurrently with this Fifth Amendment, the parties have
executed that certain Agreement for Exchange of Real Property and Joint Escrow
Instructions for the real properties identified as APNs 1167 -151-75 (owned by City)
and APN 1167-151-71 (owned by Developer) (“Exchange Agreement”).
F.Development Agreement. Concurrently with this Fifth Amendment, the parties have
executed that certain Development Agreement for the Property (“Development
Agreement”).
08/13/2024 163 of 315
01247.0025/972327.1 2
G. Immediately precedin g the approval of this Fifth Agreement by the City Council, the
City has approved the Specific Plan and the tentative tract map #20501 for
Developer’s proposed project (“Entitlements”) along with that certain Development
Agreement for the project (“Development Agreement”).
H. Amendment Purpose. The parties have agreed to terminate the DDA including, but
not limited to, the City’s Repurchase Right and, as consideration for same, Developer
commits and agrees (i) to rehabilitate a certain existing soccer field at its sole cost
and expense and in the time specified in the Development Agreement (“Soccer Field
Improvements”); (ii) agrees to construct certain public facilities pursuant to the
Schedule of Performance as set forth in the Development Agreement (“Required
Public Improvements ”); and (iii) provides bonds to the City for the Required Public
Improvements (“Bonds”), as more fully defined in , and subject to, the terms and
conditions of the Development Agreement.
NOW, THEREFORE, based upon the foregoing recitals and the terms, conditions,
covenants, and agreements contained herein, the parties hereto agree as follows:
1. Recitals. The foregoing recitals are true and correct and incorporated herein by
reference.
2. Defined Terms. Defined terms shall have the same meaning as set forth in the
Original DDA as modified by th is Fifth Amendment. In the event of a conflict, the definition
in this Fifth Amendment shall control. It is expressly understood that all terms of the DDA
remain in full force and effect except as expressly provided herein.
3. Effective Date. This Fifth Amendment shall be effective on the date the City (i)
approves the Development Agreement, the Exchange Agreement, and this Fifth
Amendment, and all of which are executed by Developer and City , and (ii) the Entitlements
are approved concurrently (“Effective Date”). As of the Effective Date, the MOU is deemed
terminated and of no further force and ef fect.
4. Termination. As of the Effective Date, the Original DDA shall be deemed
terminated in its entirety including, but not limited to , the Section 16 REPURCHASE RIGHTS
AND OBLIGATIONS , and the Repurchase/Put Right Termination Date shall irrevocably be
deemed to have occurred for all purposes. Notwithstanding the termination of the Original
DDA, any existing representations and warranties, and indemnity obligation s, expressly
stated in the Original DDA to survive termination shall remain i n full force and effect. After
expiration of the period for all challenges to the Development Agreement and the
Development Agreement becomes effective, the parties shall execute and acknowledge a
quitclaim deed and any other documents reasonably required by a national title insurance
company to remove the DDA from record title of the Property.
5. Developer Execution . The person(s) executing this Fifth Amendment on behalf
of Developer represent and warrant to City that: (i) Developer is duly organized and existing
under the laws of Delaware and authorized to do business in California; (ii) it is duly
authorized to execute and deliver this Fifth Amendment on behalf of Developer; (iii) upon
execution, this Fifth Amendment is binding upon Developer; and (iv) entering into of this Fifth
08/13/2024 164 of 315
01247.0025/972327.1 3
Amendment does not violate any provision of any other agreement to which Developer is
bound.
6.Construction . This Fifth Amendment shall be construed according to its fair
meaning as if prepared by both parties to this Agreement and in accordance with the intent
of the parties. This Amendment shall also supersede any and all discussions or other
documents pertaining to the subject matter herein. Headings used in this Fifth Amendment
are provided for convenience only and shall not be used to construe meaning or intent.
7.Execution in Counterparts. This Fifth Amendment may be executed in
counterparts, and all so executed shall constitute one agreement binding on both parties
hereto, notwithstanding that both parties are not signatories to the original or the same
counterpart.
8.Electronic Execution . The parties agree that this Fifth Amendment may be
executed by either or both parties in compliance with UETA or ESIGN. For clarification,
DocuSign and AdobeSign are acceptable for compliance with this section.
9.Full Force and Effect. The parties intend for this Fifth Amendment to be enforceable
according to its terms, after expiration of any legal challenges to the Entitlements and the
Development Agreement. However, if a court of competent jurisdiction finds the
Development Agreement is invalid and must be rescinded by the City or any CEQA
challenge is upheld by a court of competent jurisdiction, the Original DDA shall be deemed
in effect and enforceable (bu t excluding the City’s Repurchase Right which remain s
terminated) and Developer shall be obligated to construct the Soccer Field Improvements
as defined in the Development Agreement which provisions and requirements are
incorporated herein by this referenc e notwithstanding the termination of the Development
Agreement.
[SIGNATURES ON FOLLOWING PAGE]
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01247.0025/972327.1 4
IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of
the date first written above .
DEVELOPER: CITY :
LEWIS LAND DEVELOPER S, LLC ,
a Delaware limited liability company
By: By: Lewis Management C orp.,
a Delaware corporation
Managing Member
By: ___________________
Its: _________________
CITY OF GRAND TERRACE , a municipal
corporation
By: __________________________
Konrad Bolowich, City Manager
“Amendment Effective Date ”
Dated: __________, 2024
ATTEST:
___________________________
Debra Thomas, City Clerk
Approved as to form:
ALESHIRE & WYNDER, LLP
By: ___________________________
Adrian Guerra, City Attorney
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Exhibit B
Exchange Agreement
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1
AGREEMENT FOR
EXCHANGE OF REAL PROPERTY
AND
JOINT ESCROW INSTRUCTIONS
This Agreement for Exchange of Real Property and Joint Escrow Instructions (“Agreement”)
is made this _____ day of _______, 2024, by and between the CITY OF GRAND TERRACE, a
municipal corporation (“City”) and LEWIS LAND DEVELOPERS, LLC, a Delaware limited
liability company (“Developer”). City and Developer may be individually referred to herein as
“Party” or collectively referred to herein as “Parties.”
RECITALS
A.City is the owner of that certain approximately 2.5 acres of real property located northwest of
Veterans Freedom Park (APN 1167-151-75), which is legally described by metes and bounds,
and depicted and labeled “Old Ball Field”, in Exhibit A attached hereto (“City Property”).
The City Property is currently not a separate legal parcel.
B.Developer is the owner of that certain approximately 4.97 acres of real property which is
located northeast of the terminus of Taylor Street (APN 1167-151-71), which is legally
described by metes and bounds, and depicted and labeled “New Ball Field”, in Exhibit B
attached hereto (“Developer Property”). The Developer Property is currently not a separate
legal parcel.
C.The City Property and Developer Property are both located within the Gateway at Grand
Terrace Specific Plan (“Specific Plan”). The City Property is improved with an unlighted
baseball field (“Old Ball Field”). Developer will construct a new lighted baseball field on the
Developer Property (“New Ball Field”), before completing the exchange herein.
D.The Parties intend to enter into this Agreement, whereby City shall convey the City Property
improved with the Old Ball Field to Developer, and Developer shall convey the Developer
Property to City improved with the New Ball Field, in a simultaneous exchange, in accordance
with the terms and conditions of this Agreement.
E.City is authorized to exchange the City Property for the Developer Property pursuant to
California Government Code Sections 54221(f)(1)(C) and 54221(c)(1). Immediately
following the City Council’s approval of this Agreement, the City Council shall consider that
certain Development Agreement between City and Developer (“Development Agreement”).
If approved by the City Council, this Agreement is the transfer agreement for the exchange of
the City Property and Developer Property required by the Development Agreement.
F.The Exchange is subject to the exemption from the Subdivision Map Act set forth in
Government Code Section 66426.5.
G.The City Property is “Exempt Surplus Land” in accordance with Government Code Sections
54221(f)(1)(C) and 54221(c)(1) as certified by a resolution which is approved and passed by
the City Council prior to its approval of this Agreement.
H.City and Developer previously entered into that certain Reimbursement Agreement dated
08/13/2024 168 of 315
2
November 23, 2023 (“Reimbursement Agreement”).
I.Immediately preceding the approval of this Agreement by the City Council, the City has
approved the Specific Plan and the tentative tract map TTM No. 20501 for Developer’s
proposed project (“Entitlements”) along with that certain Development Agreement for the
project (“Development Agreement”).
NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth
and incorporating the recitals above, City and Developer agree as follows:
AGREEMENT
1.PROPERTY TO BE EXCHANGED.
1.1 City Property. City is the owner, in fee, of the City Property.
1.2 Developer Property. Developer is the owner, in fee, of the Developer Property.
1.3 Exchange of City and Developer Properties.
1.3.1 City Property Conveyed. Upon Close of Escrow (as defined below), City
shall convey to Developer, and Developer shall accept from City, fee title to
the City Property, subject to the terms and conditions of this Agreement. The
City Property include all rights, privileges and easements appurtenant to the
City Property, including, without limitation, any development rights, air rights,
water, water rights and water stock relating to the City Property and any other
easements, rights-of-way or appurtenances, in connection with the beneficial
use and enjoyment of the City Property existing as of the Closing.
1.3.2 Developer Property Conveyed. Upon Close of Escrow, Developer shall
convey to City, and City shall accept from Developer, fee title to the Developer
Property, subject to the terms and conditions of this Agreement. The Developer
Property includes all rights, privileges and easements appurtenant to the
Developer Property, including, without limitation, all mineral, oil, gas and
other hydrocarbon substances on and under the Developer Property, as well as
all development rights, air rights, water, water rights and water stock relating
to the Developer Property and any other easements, rights-of-way or
appurtenances, in connection with the beneficial use and enjoyment of the
Developer Property existing as of the Closing.
1.3.3 Exchange; Exchange Properties. The conveyance of the City Property
pursuant to Section 1.3.1 and conveyance of the Developer Property pursuant
to Section 1.3.2 are to occur concurrently at Closing and for convenience is
sometimes hereinafter referred to as the “Exchange.” The City Property and
Developer Property are sometimes jointly referred to herein as the “Exchange
Properties.”
08/13/2024 169 of 315
3
1.3.4 Exchange. Developer reserves the right to have this Exchange comply with
Internal Revenue Code Section 1031 (“1031 Exchange”) and City will
cooperate with Developer to effectuate the Exchange as a 1031 Exchange, but
at no additional cost or liability to City and without any delay to the Closing.
2.DEFINED TERMS.
2.1 ALTA Extended Title Policy means the American Land Title Association (“ALTA”)
owner’s extended coverage policy of title insurance.
2.2 ALTA Non-Extended Title Policy means the ALTA owner’s coverage policy of title
insurance which does not provide extended coverage such as survey or inspection.
2.3 Appraisals means the appraisals for each Exchange Property to be prepared by the
Appraiser.
2.4 Appraiser means CBRE Valuation and Advisory Services – Steve Calandra, MAI to
prepare the Appraisals pursuant to Section 3.1.
2.5 Appraised Values means the valuation established by the Appraisal for each
Exchange Property.
2.6 Approved Plans means the plans for the New Ball Field Improvements as approved
by the City in accordance with City standards as specified in Section 3.3.3.2.
2.7 Certificates of Compliance means certificates of compliance issued by the City
pursuant to the Subdivision Map Act with respect to each of (i) the portion of the real
property remaining after the Developer Property is conveyed to the City; and (ii) the
City Property being conveyed to Developer pursuant to this Agreement.
2.8 City Property Appraised Value means the value of the City Property as determined
by the applicable Appraisal.
2.9 City Grant Deed means the Grant Deed in the form of Exhibit C-1 by which the City
conveys the City Property to Developer.
2.10 City Title Policy means the ALTA owner’s title policy to be issued to the City at the
Closing as defined in Section 3.3.4.2.
2.11 Close of Escrow and Closing means the consummation of the Exchange by concurrent
recordation of the City Grant Deed and Developer Grant Deed pursuant to Section 5.1.
2.12 Developer Property Appraised Value means the value of the Developer Property as
determined by the applicable Appraisal.
2.13 Developer Grant Deed means the Grant Deed in the form of Exhibit C-2 by which
the Developer conveys the Developer Property to City.
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2.14 Developer Title Policy means the ALTA owner’s title policy to be issued to the City
at the Closing as defined in Section 3.3.4.1.
2.15 Due Diligence Period means the 30-day period after the Opening of Escrow.
2.16 Effective Entitlement Date shall mean the date as defined in Section 3.3.3.1.
2.17 Entitlements means the Specific Plan and Tentative Tract Map.
2.18 Escrow means the escrow opened with Escrow Holder in accordance with Section 5.1.
2.19 Escrow Holder means Fidelity National Title Company located at 4400 MacArthur
Blvd., Suite 200, Newport Beach, CA 92660, attention: Brenna Ryan (949) 221-4763
phone; Email: Brenna.Ryan@fnf.com and BRTeam@fnf.com.
2.20 Exchange means the concurrent conveyance of the City Property to Developer and
the Developer Property to City pursuant to Section 1.3.3.
2.21 Exchange Properties. The term “Exchange Properties” means the City Property and
Developer Property.
2.22 Exchange Property Documents means the documents to be delivered to each Party
pursuant to Section 3.2.
2.23 Final Exchange Values means the final values determined for the Developer Property
and the City Property in accordance Section 3.1 and confirmed by the Parties in
accordance with the Sections 4.1.6 and 4.3.7.
2.24 Hazardous Substances means hazardous substances, hazardous waste, hazardous
materials, toxic substances, contamination, pollution and words of similar which are
listed and regulated by federal or state statutes and regulations.
2.25 New Ball Field Improvements shall have the meaning set forth in Section 3.3.3.
2.26 Opening of Escrow shall have the meaning set forth in Section 5.1.
2.27 Substantial Completion applies to the New Ball Field Improvements and is defined
in Section 3.3.3.2.
2.28 Title Company means Fidelity National Title Insurance Company.
3.CONDITIONS OF EXCHANGE.
3.1 Appraisals. Each Party shall have their Exchange Property appraised by CBRE
Valuation and Advisory Services – Steve Calandra, MAI (“Appraiser”) which shall
include the value of the New Ball Field Improvements on the Developer Property. The
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Parties shall cooperate to cause the appraisal to be completed on or before the sixtieth
(60th) day following the Opening of Escrow. Each of the Exchange Properties shall
be valued by the Appraiser in accordance with the appraisal instructions set forth in
Schedule 1 attached hereto (“Appraisals”). Each Party will pay for the appraisal costs
for its own property which is being exchanged with the other Party.
3.2 Exchange of Documents; NHD Reports.
3.2.1 Documents Delivered. Within five (5) days of the Opening of Escrow, City
and Developer will exchange with each other, all documents in their possession
relating to the physical condition or current use of their respective Exchange
Property (“Exchange Property Documents”).
3.2.2 NHD Reports. Within five (5) days after the Opening of Escrow, Escrow shall
order natural hazard disclosures reports for both Properties from Disclosure
Source and deliver copies of same to both Parties (“NHD Reports”).
3.3 Terms. Terms and conditions of the Exchange:
3.3.1 Conveyance of City Property. On the Close of Escrow, City shall convey to
Developer title to the City Property in fee simple by recordation of the grant
deed for the City Property (“City Grant Deed”). It shall be a condition to
Developer’s obligation to close that title is clear of all title defects, liens,
encumbrances, deeds of trust and mortgages, if any, except for non-delinquent
real estate taxes for the current fiscal year not yet due and such exceptions to
title approved or deemed approved by Developer under Section 4.1.3 as
evidenced by the City Title Policy (as defined in Section 3.3.4.1). Possession
of the City Property and the risk of loss with regard to the City Property shall
pass to Developer at the time of the recordation of the City Grant Deed. The
City Grant Deed shall be in the form of Exhibit C-1 attached hereto.
Conveyance of the City Property will not violate the Subdivision Map Act as
such conveyance is exempt under Government Code Section 66426.5. City
will provide a Certificate of Compliance to be recorded at the Closing.
3.3.2 Conveyance of Developer Property. On the Close of Escrow, Developer
shall convey to City title to the Developer Property in fee simple by recordation
of the grant deed for the Developer Property (“Developer Grant Deed”). It
shall be a condition to City’s obligation to close that title to the Developer
Property is clear of all title defects, liens, encumbrances, deeds of trust and
mortgages, if any, except for non-delinquent real estate taxes for the current
fiscal year not yet due and such exceptions to title approved or deemed
approved by City under Section 4.3.3 as evidenced by the City Title Policy (as
defined in Section 3.3.4.2). Possession of the Developer Property and the risk
of loss with regard to the Developer Property shall pass to City at the time of
the recordation of the Developer Grant Deed. The Developer Grant Deed shall
be in the form of Exhibit C-2 attached hereto together with a Certificate of
Acceptance executed by City prior to recordation. Conveyance of the
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Developer Property to City will not violate the Subdivision Map Act as such
conveyance is exempt under Government Code Section 66426.5. City will
provide to Developer an unconditional Certificate of Compliance for the
balance of the Developer Property to be recorded at the Closing.
3.3.3 Developer’s Obligation to Construct New Ball Field.
3.3.3.1 Effective Entitlement Date. The “Effective Entitlement Date” is the
date on which the first to occur of: (i) the expiration of the CEQA
statute of limitations period for any challenge to the Entitlements
without challenge; or (ii) in the event of a CEQA lawsuit, such has been
finally litigated, settled or dismissed in a manner that permits the
development of the Project.
3.3.3.2 Construction of New Ball Field. Commencing promptly after the
Effective Entitlement Date, Developer shall, at its sole cost and
expense, act diligently and in good faith to apply and obtain all
approvals from applicable governmental agencies (which will include
the City) which are necessary for Developer to construct the new ball
field on the Developer Property (“New Ball Field Approvals”) and to
thereafter, at Developer’s sole cost and expense, promptly commence
and diligently pursue to completion all of those improvements listed in
Schedule 2 attached hereto (“New Ball Field Improvements”).
Developer shall complete the New Ball Field Improvements within the
time period specified in in the Performance Schedule attached to the
Development Agreement as Exhiibt J. City shall cooperate with
Developer and shall take such reasonable steps as requested by
Developer to assist Developer in its efforts with respect to the New Ball
Field Improvements. The New Ball Field Improvements shall be
constructed in compliance with all applicable permits and laws,
including with prevailing wage requirements if applicable. The Parties
understand and agree that it shall be a condition to the Close of Escrow
that the New Ball Field Improvements be completed in accordance with
improvement plans approved by the City as part of the New Ball Field
Approvals (“Approved Plans”). “Substantial Completion” shall be
as certified by Developer’s civil engineer of record and delivered to the
City. Upon receipt of that certification, the City Engineer shall make a
final inspection and provide written notice within thirty (30) calendar
days to Developer either (A) confirming that the New Ball Field
Improvements have been completed in accordance with the Approved
Plans, or (B) setting forth a punchlist of items that need to be completed
or corrected. If City provides a punchlist, the above-referenced notice
and inspection procedure shall be repeated upon completion of the
punchlist items, provided, however, no new punchlist items may be
added to the initial punchlist unless the Developer’s work to resolve the
initial punchlist resulted in a new issue. City Engineer’s final written
acceptance of New Ball Park Improvements shall hereinafter be
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referred to as “City Acceptance of Improvements.” Developer
warrants and guarantees the New Ball Field Improvements against any
defective work or labor done, or defective materials furnished in the
performance of this Agreement for a period of one (1) year following
completion of the work and acceptance by City (“Warranty”). During
the Warranty, Developer shall repair, replace, or reconstruct any
defective or otherwise unsatisfactory portion of the New Ball Field
Improvements which resulted from defective work, labor, or materials
furnished by Developer, in accordance with the current ordinances,
resolutions, regulations, codes, standards, or other requirements of
City, and to the reasonable approval of the City Engineer.
3.3.4 Issuance of Title Insurance.
3.3.4.1 Developer Title Policy. At Closing, evidence of title to the City
Property shall be the issuance at the Close of Escrow by Title Company
of an ALTA Non-Extended Title Policy insuring fee simple title to the
City Property vested in Developer in the condition required by Section
4.1.3, containing such endorsements as Developer shall reasonably
request (“Additional Endorsements”) and in the amount of the Final
Appraised Value of the City Property (“Developer Title Policy”). City
shall not be obligated to provide any indemnification of the Title
Company to induce it to issue the Developer Title Policy to Developer,
or to remove, insure over or affirmatively cover any otherwise
unpermitted exception to title, except with the prior consent of City
after full disclosure to City of the nature and substance of such
exception and indemnity. City will provide the Title Company with a
customary and reasonable owner’s affidavit permitting the Title
Company to provide coverage to Developer with respect to the City
Property. If Developer elects the issuance of an ALTA Extended Title
Policy, Developer shall be solely responsible for all additional costs
including adding additional premium and any ALTA surveys.
3.3.4.2 City Title Policy. At Closing, evidence of title to the Developer
Property shall be the issuance at the Close of Escrow by the Title
Company by the issuance of an ALTA Non-Extended Title Policy
insuring fee simple title to the Developer Property vested in City in the
condition required by Section 4.3.3 and in the amount of the Final
Appraised Value of the Developer Property and not including any
exception for any mechanic liens due to New Ball Field Improvements
which shall be paid by Developer and such other endorsements as City
shall reasonably require (“Additional Endorsements”) for which City
shall pay (“City Title Policy”). Except with respect to any potential
mechanic liens from New Ball Field Improvements, Developer shall
not be obligated to provide any indemnification of the Title Company
to induce it to issue the City Title Policy to City, or to remove, insure
over or affirmatively cover any otherwise unpermitted exception to title
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shall not be allowed except with the prior consent of Developer after
full disclosure to Developer of the nature and substance of such
exception and indemnity. Developer will provide the Title Company
with a customary and reasonable owner’s affidavit permitting the Title
Company to provide coverage to City on the Developer Property. If
City elects the issuance of an ALTA Extended Title Policy, City shall
be solely responsible for all additional costs including adding
additional premium and any ALTA surveys.
4.CONDITIONS TO CLOSE.
4.1 Conditions to Developer’s Obligations to Close. Developer’s obligation to
consummate the Exchange is subject to the fulfillment, and Developer’ approval on or
prior to the Closing Date, or such earlier date stated below, of each of the following
conditions, each of which is for the benefit of Developer and any or all of which may
be waived by Developer in writing at its option. If any of these conditions are not
satisfied or waived (in whole or in part) by the Closing or such earlier date set forth
below, Developer shall have the right at its sole election1, either to proceed with the
Exchange and the Close of Escrow in accordance with the terms hereof, or, in the
alternative, to terminate this Agreement by written notice to City and Escrow Holder.
In the event Developer elects to terminate this Agreement for the reasons provided
herein, Escrow Holder shall return all documents and funds in Escrow to the Party that
deposited such items and neither Party shall have any further rights or obligations
under this Agreement (except in the event of a default by the City in which event
Developer may exercise the remedy set forth in Section 8).
4.1.1 Due Diligence. Prior to expiration of the Due Diligence Period, Developer
shall, at its sole expense, determine if it is feasible to use the City Property as
intended by Developer. City shall reasonably cooperate with Developer and
take such reasonable steps to assist Developer, at no cost to City, in
Developer’s due diligence efforts. Developer’s election not to terminate the
Agreement prior to the expiration of the Due Diligence Period shall be deemed
its approval of this condition. The terms of Section 9 shall apply to Developer’s
entry on the City Property during the Due Diligence Period.
4.1.2 Delivery of Developer Title Policy. Delivery of title of the City Property in
the condition required herein shall be evidenced by the Developer Title Policy.
4.1.3 Developer Title Approval. Promptly after the Opening of Escrow, Escrow
Holder shall cause the Title Company to issue a current preliminary title report
with respect to the City Property, accompanied by legible copies of all
documents referred to in the report and a plotting of all easements. Within ten
(10) days after Developer’s receipt of the preliminary title report, Developer
shall provide written notice to City of any objections that Developer has with
respect to the exceptions to title listed in the preliminary title report. City shall
have ten (10) days from the date of the notice to cure any exceptions to which
1 subject to City’s rights under Section 4.3.
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Developer objects, or agree to cause such exception removed or eliminated
prior to or at the Closing, to the reasonable satisfaction of Developer, unless a
longer period is mutually agreed by the Parties. If Developer’s objection to
any exception to title is not removed or eliminated by Title Company to the
reasonable satisfaction of Developer by expiration of the Due Diligence
Period, then Developer shall have rights set forth in Section 4.1. Developer is
hereby deemed to have objected to object to deeds of trust, mortgages,
mechanics’ liens, judgments or other monetary liens encumbering the City
Exchange Property (“Monetary Liens”), and City shall remove all Monetary
Liens prior to the Close of Escrow (subject to Section 6.4). City shall have no
obligation to remove any exceptions to title other than (i) Monetary Liens, and
(ii) any exceptions caused or created by City after the Opening of Escrow
without the approval of Developer. Developer shall take title subject to any
exceptions resulting from Developer’s entry onto the City Property pursuant to
Section 9.
4.1.4 Environmental Compliance. If the City Property is not acceptable to
Developer because of the results of any environmental assessment provided by
City to Developer or conducted by or for Developer, then Developer shall have
rights set forth in Section 4.1 above which must be exercised prior to the
expiration of the Due Diligence Period. Developer shall deliver to City copies
of any and all environmental assessments or other environmental reports
prepared at the request of Developer under this Agreement. City shall have no
obligation to Developer under this Agreement to perform any work of
remediation in connection with or resulting from information obtained through
any assessments performed.
4.1.5 Certificates of Compliance. City shall issue unconditional Certificates of
Compliance to be recorded at Close for each of (i) the balance of the Developer
Property not conveyed to City, and (ii) the City Property being conveyed to
Developer..
4.1.6 Satisfaction of City's Obligations. City shall have timely performed all of
the obligations required by the terms of this Agreement to be performed by
City. All representations and warranties made by City to Developer in this
Agreement shall be true and correct as of the Closing Date.
4.1.7 Final Exchange Value. The Parties have agreed upon the Final Exchange
Values determined in accordance with the provisions of this Agreement.
4.2 Limited Developer Warranties.
4.2.1 “AS-IS” SALE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN
THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, SECTIONS
3.3.3, 4.2.2, 4.5 AND 7.1), IT IS UNDERSTOOD AND AGREED BY CITY
THAT THE DEVELOPER PROPERTY IS CONVEYED TO CITY IN ITS
“AS-IS” CONDITION AND “WITH ALL FAULTS,” AND DEVELOPER
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MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESS OR IMPLIED, REGARDING THE CONDITION OF TITLE OF
THE DEVELOPER PROPERTY, THE PHYSICAL OR ENVIRONMENTAL
CONDITION OF THE DEVELOPER PROPERTY, THE ZONING OR
OTHER LAND USE PROVISIONS OR RESTRICTIONS AFFECTING THE
DEVELOPER PROPERTY, THE SUITABILITY OF THE DEVELOPER
PROPERTY FOR USE BY CITY, ANY MATTERS WHICH WOULD BE
DISCLOSED BY AN INSPECTION OF THE DEVELOPER PROPERTY,
OR ANY OTHER MATTERS AFFECTING OR CONCERNING THE
DEVELOPER PROPERTY (WHETHER OR NOT OF PUBLIC RECORD).
4.2.2 Limited Warranties. City hereby affirms and acknowledges that neither
Developer nor any of its affiliates or their respective directors, officers,
shareholders, members, managers, agents, employees, advisors and/or
attorneys (collectively “Developer Exculpated Parties”) have made nor has
City relied upon any representation, warranty or promise whether oral or
written, express or implied, by operation of law or otherwise, with respect to
the Developer Property or any other subject matter of this Agreement except
as otherwise expressly set forth in this Agreement. Without limitation, City
acknowledges that, except as specifically set forth to the contrary in this
Agreement, no warranties or representations, expressed or implied, of any kind
whatsoever have been made by any of the Developer Exculpated Parties, or
will be relied upon, and City hereby releases the Developer Exculpated Parties
from any claims with respect to the suitability of use of the Developer Property
for school purposes, general plan designation, zoning, value, use, tax status or
physical condition of the Developer Property, or any part thereof, or matters
affecting or concerning the Developer Property, including, without limitation,
the flood elevations, drainage patterns, soil and subsoil composition and
compaction level, and other conditions at the Developer Property, or with
respect to the existence or non-existence of Hazardous Substances (defined in
Section 2.13) in, on, under or around the Developer Property, or with respect
to the accuracy of any title report or commitment, soils report or any other
plans or reports relating to the Developer Property or its use or development,
or neighborhood or area uses or factors affecting or concerning use or
development of the Developer Property, or other matters otherwise in any way
relating to the Developer Property or the transactions contemplated hereby.
City is acquiring the Developer Property based solely on its own independent
investigation and inspection of the Developer Property and its suitability for
school purposes, and in no way in reliance on any information provided by
Developer or any of the other Developer Exculpated Parties other than the
representations and warranties expressly contained herein.
4.3 Conditions to City’s Obligation to Close. City’s obligation to consummate the
Exchange is subject to the fulfillment and City’s approval on or prior to the Closing
Date, or such earlier date stated below, of each of the following conditions, each of
which is for the benefit of City and any or all of which may be waived (in whole or in
part) by City in writing at its option. If any of these conditions are not satisfied or
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waived by the Closing or such earlier date set forth below, City shall have the right at
its sole election2, either to proceed with the Exchange and the Close of Escrow in
accordance with the terms hereof, or, in the alternative, to terminate this Agreement
by written notice to Developer and Escrow Holder. In the event City elects to terminate
this Agreement for the reasons provided herein, Escrow Holder shall return all
documents and funds in Escrow to the Party that deposited such items and neither
Party shall have any further rights or obligations under this Agreement (except in the
event of a default by the Developer in which event City may exercise the remedy set
forth in Section 8).
4.3.1 Due Diligence. Prior to expiration of the Due Diligence Period, City shall, at
its sole expense, determine if it is feasible to use the Developer Property as
intended by City. Developer shall cooperate with City and shall take all
reasonable steps to assist City, at no cost to Developer, in City’s due diligence
efforts. City’s election not to terminate the Agreement prior to the expiration
of the Due Diligence Period shall be deemed its approval of this condition;
provided, however, such approval is not applicable to the New Ball Field
Improvements which are governed by Section 3.3.3. The terms of Section 9
shall apply to City’s entry on the Developer Property during the Due Diligence
Period and during construction of the New Ball Field Improvements.
4.3.2 Delivery of City Title Policy. Delivery of title of the Developer Property in
the condition required herein shall be evidenced by the City Title Policy.
4.3.3 City Title Approval. Promptly upon the Opening of Escrow, Escrow Holder
shall cause Title Company to issue a current preliminary title report with
respect to the Developer Property, accompanied by legible copies of all
documents referred to in the report and a plotting of all easements. Within ten
(10) days after City’s receipt of the preliminary title report, City shall provide
notice to Developer of any objections that City has with respect to the
exceptions to title listed in the preliminary title report. Developer shall have
ten (10) days from the date of notice to cure any exceptions to which City
objects, or agree to cause such exception to be removed or eliminated prior to
or at the Closing, to the reasonable satisfaction of City, unless a longer period
is mutually agreed by the Parties. If City’s objection to any exception to title
is not removed or eliminated by Title Company to the reasonable satisfaction
of City by expiration of the Due Diligence Period, then City shall have rights
set forth in Section 4.3 above. . City is hereby deemed to have objected to deeds
of trust, mortgages, mechanics’ liens, judgments or other monetary liens
encumbering the Developer Property (“Monetary Liens”), and Developer
shall remove all Monetary Liens prior to the Close of Escrow (subject to
Section 6.4.) Developer shall have no obligation to remove any exceptions to
title other than (i) Monetary Liens, and (ii) any exceptions caused or created
by Developer after the Opening of Escrow without the approval of City. City
shall take title subject to any exceptions resulting from City’s entry onto the
Developer Property pursuant to Section 9.
2 subject to Developer’s rights in Section 4.1.
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4.3.4 Environmental Compliance. If the Developer Property is not acceptable to
City because of the results of any environmental assessment provided by
Developer to City or conducted by or for City, then City shall have rights set
forth in Section 4.3 above which must be exercised prior to the expiration of
the Due Diligence Period. City shall provide copies of any and all
environmental assessments or environmental reports prepared at the request of
City under this Agreement. Developer shall have no obligation to City under
this Agreement to perform any work of remediation in connection with or
resulting from information obtained through any assessments performed.
4.3.5 Satisfaction of Developer’ Obligations. Developer shall have timely
performed all of the obligations required by the terms of this Agreement to be
performed by Developer. All representations and warranties made by
Developer to City in this Agreement shall be true and correct as of the Close
of Escrow.
4.3.6 Completion of New Ball Field Improvements. The New Ball Field
Improvements shall have been completed with City’s Acceptance of
Improvements in accordance with Section 3.3.3.
4.3.7 Final Exchange Value. The Parties have agreed upon the Final Exchange
Values determined in accordance with the provisions of this Agreement.
4.4 Limited City Warranties.
4.4.1 “AS-IS” SALE. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN
THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, SECTIONS
4.4.2, 4.5 AND 7.2), IT IS UNDERSTOOD AND AGREED BY
DEVELOPER THAT THE CITY PROPERTY IS CONVEYED TO
DEVELOPER IN ITS “AS-IS” CONDITION AND “WITH ALL FAULTS,”
AND CITY MAKES NO REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED, REGARDING THE
CONDITION OF TITLE OF THE CITY PROPERTY, THE PHYSICAL OR
ENVIRONMENTAL CONDITION OF THE CITY PROPERTY, THE
ZONING OR OTHER LAND USE PROVISIONS OR RESTRICTIONS
AFFECTING THE CITY PROPERTY, THE SUITABILITY OF THE CITY
PROPERTY FOR USE BY DEVELOPER, ANY MATTERS WHICH
WOULD BE DISCLOSED BY AN INSPECTION OF THE CITY
PROPERTY, OR ANY OTHER MATTERS AFFECTING OR
CONCERNING THE CITY PROPERTY (WHETHER OR NOT OF PUBLIC
RECORD).
4.4.2 Limited Warranties. Developer hereby affirms and acknowledges that
neither City nor any of its respective directors, officers, managers, agents,
employees, advisors and/or attorneys (collectively the “City Exculpated
Parties”) have made nor has Developer relied upon any representation,
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warranty or promise whether oral or written, express or implied, by operation
of law or otherwise, with respect to the City Property or any other subject
matter of this Agreement except as otherwise expressly set forth in this
Agreement. Without limitation, Developer acknowledges that, except as
specifically set forth to the contrary in this Agreement, no warranties or
representations, expressed or implied, of any kind whatsoever have been made
by any of the City Exculpated Parties, or will be relied upon, and Developer
hereby releases the City Exculpated Parties from any claims with respect to the
suitability of use of the City Property, the general plan designation, zoning,
value, use, tax status or physical condition of the City Property, or any part
thereof, or matters affecting or concerning the City Property, including,
without limitation, the flood elevations, drainage patterns, soil and subsoil
composition and compaction level, and other conditions at the City Property,
or with respect to the existence or non-existence of Hazardous Substances in,
on, under or around the City Property, or with respect to the accuracy of any
title report or commitment, soils report or any other plans or reports relating to
the City Property or its use or development, or neighborhood or area uses or
factors affecting or concerning use or development of the City Property, or
other matters otherwise in any way relating to the City Property or the
transactions contemplated hereby. Developer is acquiring the City Property
based solely on its own independent investigation and inspection of the City
Property and in no way in reliance on any information provided by City or any
of the other City Exculpated Parties other than the representations and
warranties expressly contained herein.
4.5 Mutual Representations and Warranties. Developer warrants and represents to
City with respect to the Developer Property, and City warrants and represents to
Developer with respect to the City Property, the following (the term “Exchange
Property” used below means the real property that the Party making the representation
and warranty is conveying to the other Party):
4.5.1 No Pending Litigation. There is no litigation threatened, pending or
pertaining to its Exchange Property.
4.5.2 Exchange Property Documents. All Exchange Property Documents have
been delivered to the other Party and are true, correct and complete.
4.5.3 Hazardous Substances. Except as set forth in the Exchange Property
Documents, it does not have actual knowledge of any of the following:
4.5.3.1 Any discharges, leaks, releases, or spills on, in or under its Exchange
Property of any Hazardous Substances in violation of any law, rule, or
regulation of any governmental entity having jurisdiction thereof, or
4.5.3.2 Any use or storage of Hazardous Substances on its Exchange Property.
4.5.4 Contracts Concerning the Exchange Property. Except as may have been
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disclosed as part of the Exchange Property Documents, it does not have actual
knowledge of any contracts, licenses, commitments, or undertakings
respecting its Exchange Property or the performance of services on its
Exchange Property, or the use of the Exchange Property or any part of it by
which the accepting Party would become obligated or liable to any person or
by which any person would have the right to use or occupy its Exchange
Property after the Closing except to the extent agreed to in writing by the other
party.
4.5.5 Violations. It has not received written notice of any violation of any statute,
ordinance, regulation or administrative or judicial order or holding, whether or
not appearing in public records, with respect to its Exchange Property or any
improvements on its Exchange Property.
4.5.6 Status of Title. It has not leased or otherwise transferred all or any portion of
its Exchange Property, nor to its knowledge does any third party have any right
to use, acquire or occupy all or any portion of the Exchange Property after the
Closing, including, without limitation any prior owner of such Party’s
Exchange Property.
4.5.7 Condemnation. There are no pending, or, to its actual knowledge any
threatened proceedings, in eminent domain or otherwise, which concern or
would affect its Exchange Property or any portion thereof.
4.5.8 No Notices. It has not received written notice of any change contemplated in
any applicable laws, ordinances or restrictions, or written notice of any judicial
or administrative action, or written notice of any action by adjacent
landowners, or written notice of natural or artificial conditions upon its
Exchange Property that would prevent, impede, limit, or render more costly
the other Party’s contemplated use of the Exchange Property to the extent such
contemplated use is actually known to it.
4.5.9 Inaccuracies. If any representation or warranty of the City or Developer in
this Section 4.5 (“Mutual Representations and Warranties”) becomes
inaccurate after the Opening of Escrow other than as a result of a prior
misrepresentation by the entity giving such representation or warranty
(“Representing Entity”) or as a result of the affirmative act of the
Representing Entity, the Representing Entity shall promptly notify the other
(“Responding Entity”) of the inaccuracy. The Representing Entity whose
representation or warranty became inaccurate for reasons other than due to a
prior misrepresentation or affirmative act of the Representing Entity, shall not
be in breach or default of this Agreement as a result of such inaccuracy, but
shall take commercially reasonable efforts, diligently and in good faith, to
correct such inaccuracy. If the inaccuracy cannot be corrected to the reasonable
satisfaction of the Responding Entity within thirty (30) days after the
Responding Entity learns of the inaccuracy, the Responding Entity may
terminate this Agreement and the City and Developer shall have no further
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obligation to each other, other than those which expressly survive termination
of this Agreement.
4.5.10 Survival. The representations, warranties and covenants contained in this
Section 4.5 will survive the Close of Escrow for a period of twelve (12)
months.
4.5.11 Actual Knowledge. As used in this Agreement, the term actual knowledge
means, (i) with regards to Developer, the actual, not constructive, knowledge
of Adam Collier with no duty of investigation, and (ii) with regards to the City,
the actual, not constructive, knowledge of the City Manager and City Engineer
with no duty of investigation.
4.6 Casualty Damage Prior to Closing. City and Developer shall promptly notify the
other of any knowledge it obtains of major casualty to its respective Exchange
Property prior to the Close of Escrow. If any such damage results in, or may result in,
the loss of any material portion of the Exchange Property of one of the Parties, the
other Party may, at its option, elect either to:
4.6.1 Terminate this Agreement, and neither City nor Developer shall have any
further rights or obligations hereunder; or
4.6.2 Continue the Agreement in effect, in which event upon the exchange of the
property affected by condemnation, the entity receiving such property shall be
entitled to any compensation, awards, or other payments or relief resulting
from such casualty or condemnation proceeding.
5.ESTABLISHMENT OF ESCROW.
5.1 Opening Escrow. Promptly after the execution of this Agreement by both Parties, the
Parties shall open the Escrow by delivering a fully executed counterpart of this
Agreement to Escrow Holder and Escrow Holder shall acknowledge receipt of same
and the date of Opening of Escrow on the signature page (“Opening of Escrow”).
5.2 Escrow Instructions. City and Developer agree to execute, deliver, and be bound by
any reasonable or customary supplemental escrow instructions of Escrow Holder, or
other instruments as may reasonably be required by Escrow Holder, in order to
consummate the transaction contemplated by this Agreement. Any such supplemental
instructions shall not amend or supersede any portion of this Agreement with respect
to the obligations between the Parties. If there is any inconsistency between such
supplemental instructions and this Agreement as between the Parties, this Agreement
shall control.
5.3 City Manager Authority. City by its execution of this Agreement hereby agrees that
the City Manager of the City or his/her designee (who has been designated by City
Manager’s written notice delivered to Developer and Escrow Holder) shall, in City
Manager’s sole and exclusive discretion, have authority:
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(i)to execute documents on behalf of City including, but not limited to, issuing
approvals, disapprovals and extensions. Any such approval, disapproval or extension
executed by the City Manager or their designee shall be binding on City.
(ii) make minor modifications to this Agreement in order to fulfill the direction of
the City Council, provided that such minor modifications are approved by the City
Attorney.
6.CLOSING.
6.1 Closing Date. The Close of Escrow shall occur on or before thirty (30) days after the
City Acceptance of Improvements (as defined in Section 3.3.3) ("Closing Date" or
“Close of Escrow”).
6.2 Grant Deeds. At least two (2) days prior to Close of Escrow, City and Developer
shall each deposit the respective executed and acknowledged Grant Deeds into escrow.
6.3 Other Documents. As required, City and Developer shall each prepare, execute and
deliver the following documents:
6.3.1 Two (2) originals of a Natural Hazard Disclosure Statement for each Exchange
Property prepared consistent with the NHD Reports;
6.3.2 One (1) Seller’s Affidavit of Nonforeign Status (“FIRPTA Affidavit”), for
each Exchange Property;
6.3.3 One (1) Real Estate Withholding Certificate (“Form 593-C”), for each
Exchange Property;
6.3.4 One (1) 1099 Substitute (“1099 Form”) for each Exchange Property;
6.3.5 One (1) Preliminary Change of Ownership Report (“PCOR”) prepared by the
receiving Party for each Exchange Property; and
6.3.6 Such other documents as are reasonably necessary for issuance of the required
ALTA Non-Extended Title Policies.
6.4 Encumbrances.
6.4.1 The City Property is not subject to real property taxes or assessments. City
shall pay in full any other types of Monetary Liens encumbering the City
Property, if applicable.
6.4.2 Developer shall pay current accrued but unpaid assessments and bonds due on
the Developer Property through the Closing Date, if applicable. Subject to
Section 6.4.3 below, Developer shall pay in full any Monetary Liens
encumbering the Developer Property, if applicable.
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6.4.3 In the event that Monetary Lien encumbers more than the specific Property
being conveyed hereunder and paying off the Monetary Lien in full is not
practical, the Party that is the owner of the subject Property shall execute an
indemnification agreement in the form reasonably required by the Title
Company to insure title without exception for that Monetary Lien.
6.5 City’s Fees and Costs. City shall be responsible for paying its own fees and costs
associated with the Exchange, including:
6.5.1 No recording fees shall be required to be paid by City for recordation of the
Developer Deed pursuant to the exemption in Govt Code Section 6103;
6.5.2 The cost of the Developer Title Policy for the City Property;
6.5.3 All documentary transfer taxes payable in connection with the recordation of
the City Grant Deed transferring the City Property to Developer;
6.5.4 Any Additional Endorsements to City Title Policy requested by City pursuant
to Section 3.3.4.2;
6.5.5 The NHD Report for the City Property;
6.5.6 One-half (1/2) of the Escrow Holder's fees;
6.5.7 Other customary charges for document drafting, recording, and miscellaneous
charges applicable to City as the transferor of the City Property and the
transferee of the Developer Property; and
6.5.8 City’s legal costs associated with consummating the Exchange (which shall
not be paid through Escrow).
6.6 Developer’ Fees and Costs. Developer shall be responsible for paying Developer’s
fees and costs associated with the Exchange, including, but not limited to:
6.6.1 Developer’s fees for recording the City Grant Deed;
6.6.2 The cost of the City Title Policy;
6.6.3 All documentary transfer taxes payable in connection with the recordation of
the Developer Grant Deed transferring the Developer Property to City (NOTE:
NO documentary transfer taxes shall be due as a result of the Developer Grant
Deed pursuant to R&T Code Section 11922);
6.6.4 Any Additional Endorsements to the Developer Title Policy requested by
Developer pursuant to Section 3.3.4.2;
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6.6.5 The NHD Report for the Developer Property;
6.6.6 One-half (1/2) of the Escrow Holder's fees;
6.6.7 Other customary charges for document drafting, recording, and miscellaneous
charges applicable to Developer as being the transferor of the Developer
Property and transferee of the City Property; and
6.6.8 Developer’s legal costs associated with consummating the Exchange (which
shall not be paid through Escrow).
6.7 Good Funds. All funds deposited in Escrow shall be in “Good Funds” which means
a wire transfer of funds, cashier's or certified check drawn on or issued by the offices
of a financial institution located in the State of California.
6.8 Failure to Close. If, as a result of no fault of Developer or City, escrow fails to close,
the City and Developer shall split equally the Escrow Holder's cancellation fees and
charges. In the event Escrow fails to close through the fault of Developer, Developer
shall pay any and all cancellation costs incurred as well other expenses in connection
therewith and City shall bear no expense with respect to the same. In the event this
Escrow fails to close through the fault of City, City shall pay any and all cancellation
costs incurred as well as other costs and expenses in connection therewith and
Developer shall bear no expense with respect to the same.
6.9 Information Report. Escrow Holder shall file and both Parties agree to cooperate
with Escrow Holder and with each other in completing any report (“Information
Report”) and/or other information required to be delivered to the Internal Revenue
Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate
sales transaction contemplated by this Agreement, including without limitation,
Internal Revenue Service Form 1099-B as such may be hereinafter modified or
amended by the Internal Revenue Service, or as may be required pursuant to any
regulation now or hereinafter promulgated by the Treasury Department with respect
thereto. Each Party also agrees that the its respective employees and attorneys, and
escrow Holder and its employees, may disclose to the Internal Revenue Service,
whether pursuant to such Information Report or otherwise, any information regarding
this Agreement or the transactions contemplated herein as such party reasonably
deems to be required to be disclosed to the Internal Revenue Service by such Party
pursuant to Internal Revenue Code Section 6045(e), and further agree that neither
Party shall seek to hold any such party liable for the disclosure to the Internal Revenue
Service of any such information.
6.10 No Withholding as Foreign Seller. Each Party represents and warrants to the other
Party that it is not, and as of the Close of Escrow will not be, a foreign person within
the meaning of Internal Revenue Code Section 1445 or an out-of-state seller under
California Revenue and Tax Code Section 18805 and that it will deliver to other Party
on or before the Close of Escrow a non-foreign affidavit on Escrow Holder's standard
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form pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations
promulgated thereunder and a California Form 590-RE.
6.11 Brokerage Commissions. Each Party represents and warrants to the other that no
third party is entitled to a broker's commission and/or finder's fee with respect to the
Exchange of either Property. Each Party agrees to indemnify and hold the other Party
harmless from and against all liabilities, costs, damages and expenses, including,
without limitation, attorneys' fees, resulting from any claims or fees or commissions,
based upon agreements by it, if any, to pay a broker's commission and/or finder's fee.
6.12 Delivery of Possession. City shall maintain the City Property and Developer shall
maintain the Developer Property until the Close of Escrow as it would in the ordinary
course (subject to Developer’s obligations to construct the New Ball Field
Improvements) and shall perform all normal repair and maintenance to be performed
from the Opening of Escrow to the Closing Date in order to maintain the respective
Properties in the condition in which they are as of the Opening of Escrow, except for
reasonable wear and tear. On Close of Escrow, City shall deliver the City Property to
Developer substantially in the same condition except for reasonable wear and tear, as
on the Opening of Escrow and Developer shall deliver the Developer Property to City
in good condition and repair with the New Ball Field Improvements completed as
required by this Agreement.
7.REPRESENTATIONS AND WARRANTIES.
7.1 City’s Representations and Warranties. In consideration of Developer entering into
this Agreement and as an inducement to Developer to convey the Developer Property
to City, City makes the following representations and warranties (the continued truth
and accuracy of which shall constitute a condition precedent to Developer's obligations
hereunder):
7.1.1 City Authority to Execute Agreement. In accordance with applicable state
and local law, City has the legal right, power, and authority to enter into this
Agreement, to consummate the transactions contemplated hereby, and to
acquire and accept the Developer Property and convey the City Property to
Developer.
7.1.2 Authority of Executing Officer. Each individual executing this Agreement
on behalf of City is duly authorized to execute and deliver this Agreement on
behalf of City.
7.1.3 Validity of City's Representations and Warranties at Close of Escrow. The
representations and warranties of City set forth in this Agreement shall be true
on and as of the Close of Escrow as if those representations and warranties
were made on and as of such time.
7.2 Developer’ Representations and Warranties. In consideration of City entering into
this Agreement and as an inducement to City to convey the City Property to Developer,
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Developer makes the following representations and warranties, each of which is
material and is being relied upon by City (the continued truth and accuracy of which
shall constitute a condition precedent to City's obligations hereunder):
7.2.1 Developer Authority to Execute Agreement. Developer is a Delaware
corporation duly formed and in good standing under the laws of the State of
California, and this Agreement and the execution, delivery, and performance
thereof by the persons designated below have been specifically authorized by
Developer. Developer has the legal right, power, and authority to enter into
this Agreement, to consummate the transactions contemplated hereby, and to
acquire and accept the City Property and to convey the Developer Property to
City.
7.2.2 Authority of Executing Officer. Each individual executing this Agreement
on behalf of Developer is duly authorized to execute and deliver this
Agreement on behalf of Developer.
7.2.3 Validity of Developer’s Representations and Warranties at Close of
Escrow. The representations and warranties of Developer set forth in this
Agreement shall be true on and as of the close of escrow as if those
representations and warranties were made on and as of such time.
7.3 Survival of Warranties, Covenants, and Obligations. The warranties, covenants,
and obligations of City and Developer under the provisions of this Agreement to the
extent the same have not been fully performed, and excepting those covenants and
obligations which have been extinguished by the expiration of a specified period of
time, shall survive the Close of the Escrow through which the Exchange is
consummated.
8.TERMINATION; REMEDIES.
8.1 Termination. In the event that any CEQA challenge is upheld against the Project,
this Agreement shall automatically terminate with each Party bearing one-half (1/2) of
the escrow and title cancellation costs.
8.2 Cross Default. Any default by the Parties under the Reimbursement Agreement
and/or the Development Agreement shall be a default under this Agreement without
further notice required.
8.3 Remedies. City and Developer expressly agree that in the event a default by either
Party under this Agreement is not cured within ten (10) days after written notice, then
the non-defaulting party may thereafter elect with respect to this Agreement and all
the related agreements being the Reimbursement Agreement and the Development
Agreement (collectively the “Related Agreements”), to either (i) terminate all the
Related Agreements, or (ii) pursue an action for specific performance of all the Related
Agreements. Each Party waives all other remedies, at law or in equity, including,
without limitation, all rights to recover any actual, general, consequential, special or
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exemplary damages, or any other damages of any kind, in the event of a breach of this
Agreement by the other Party, except for attorneys’ fees incurred in such litigation or
as otherwise expressly stated in this Agreement. This Section shall not operate to
preclude or limit the enforcement of any indemnities herein or right to recover costs
or expenses where such right is expressly provided for herein.
9.RIGHT TO ENTER PROPERTY.
9.1 From the Opening of Escrow until the Close of Escrow, City and Developer shall have
the right, at its own expense and pursuant to the provisions of this Section 9, to select
a licensed contractor and/or other qualified professional(s), to conduct inspections,
tests, surveys, or other studies, including, but not limited to, environmental studies or
assessments of the other Party’s Exchange Property, and to conduct other due
diligence and feasibility investigations regarding the ownership, use and development
of the property it is acquiring, as deemed necessary.
9.2 Upon at least twenty-four (24) hours’ prior notice, City and/or Developer may enter
onto the other Party’s Property for the purposes permitted herein, subject to the
following:
9.2.1 All such inspections shall be conducted in a manner so as not to interfere with
the owner’s conduct of business on its respective property;
9.2.2 Reasonable precautions shall be exercised to avoid damage and protect persons
or property;
9.2.3 City and Developer assume no liability for loss or damage to property or
injuries to or deaths of agents, contractors, or employees of City and Developer
by reason of the entities’ exercise of privileges given in this Section 9 unless
caused by the owner’s negligence or willful misconduct;
9.2.4 City and Developer agree to indemnify and hold each other harmless from any
damage caused by its activities authorized in this section including, but not
limited to, mechanic liens. City and/or Developer shall indemnify each other
for any damage or destruction to the roads or fences, or other property,
occurring by reason of the exercise of rights granted by this Agreement, or to
replace or restore said property to its preexisting condition;
9.2.5 All due diligence activities shall be in accordance with applicable laws; and
9.2.6 City and Developer shall each secure and maintain, and shall cause any of its
contractors to secure and maintain, in full force and effect, commercial general
liability insurance or participation in a self-insurance program, including
coverage for owned and non-owned automobiles and other insurance necessary
to protect the public, with limits of liability of not less than Two Million
Dollars ($2,000,000) combined single limit bodily injury and property damage.
City and Developer shall each secure and maintain, in full force and effect
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during the term of this permit, workers’ compensation insurance, at statutory
minimums, including employers’ liability coverage with limits not less than
One Million Dollars ($1,000,000) for each accident, Two Million Dollars
($2,000,000) as the aggregate policy limit, and One Million Dollars
($1,000,000) as the policy limit for each employee. Policies shall be issued by
an insurance company or companies that are rated “A-VII” or higher by A.M.
Best’s key rating guide, and are approved to do business in the State of
California. A certificate evidencing the insurance requirements of this section
shall be provided prior to commencing any due diligence activities on the City
Property or the Developer Property. If Developer intends to enter the City
Property, the insurance policies shall include, or be endorsed to include the
City as an additional insured. If the City intends to enter the Developer
Property, the insurance policies shall include, or be endorsed to include
Developer and Lewis Management Corp., a Delaware corporation (“LMC”)
as additional insureds. The City and Developer may satisfy its insurance
obligations by a self-insurance program.
9.3 Developer shall limit its activities on the City Property to those due diligence
investigations described herein and City shall limit its activities on the Developer
Property to those due diligence investigations described herein.
10.UNAVOIDABLE DELAYS; RESERVATION OF DISCRETIONARY RIGHTS.
10.1 Unavoidable Delays. Whenever performance is required of City or Developer under
this Agreement, that Party agrees, to the extent permitted by law, to use all reasonable
diligence to perform in good faith; provided, however, if completion of performance
is delayed at any time by reason of acts of God, war, civil commotion, riots, acts of
terrorism, strikes, picketing, or other labor disputes, unavailability of labor or
materials, damage to work in progress by reason of fire or other casualty,
governmental requirements, pandemic or other public health emergency, or causes
beyond the reasonable control of a Party (other than financial inability), then the time
for performance shall be extended by the time of the delay actually caused and the
Close of Escrow shall be appropriately extended in order to accommodate such delay.
The provisions of this Section do not operate to excuse City or Developer from the
timely payment of any monies required to be paid under this Agreement.
10.2 Discretion Retained By City. City’s execution of this Agreement does not constitute
any project approval or other approval by City and in no way limits the discretion of
City in the environmental review or the permit and approval process in connection
with development and/or construction of the New Ball Park Improvements or
otherwise commit the City’s discretionary powers in any particular manner. Nothing
in this Agreement shall in any way limit the discretion of the City in acting in that
regulatory capacity, and no action or inaction by the City acting in that regulatory
capacity shall be a breach or default under this Agreement.
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11.GENERAL PROVISIONS.
11.1 Time of Essence. Time is of the essence of each provision of this Agreement in which
time is an element.
11.2 Notice. Any notice required or permitted to be given under this Agreement shall be
deemed to have been given, served and received if given in writing and personally
delivered or either deposited in the United States mail, registered or certified mail,
postage prepaid, return receipt required, sent by overnight delivery service, or by
electronic mail, addressed as follows:
CITY
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92346
Attention: City Manager
Email: kbolowich@grandterrace-ca.gov
DEVELOPER
Lewis Land Developers, LLC
c/o Lewis Operating Corp.
1156 N. Mountain Avenue
Upland, CA 91786
Attention: Bryan Goodman
Email: bryan.goodman@lewismc.com
With a copy to:
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92346
Attention: City Attorney
Email: aguerra@awattorneys.com
With a copy to:
Lewis Management Corp.
1156 North Mountain Ave.
Upland, CA 91785
Attention: Brad Francke
Email: brad.francke@lewismc.com
Any notice personally given or sent by email transmission shall be effective upon
receipt. Any notice sent by overnight delivery service shall be effective the business
day next following delivery thereof to the overnight delivery service. Any notice given
by mail shall be effective three (3) days after deposit in the United States mail.
11.3 Entire Agreement of City and Developer. This Agreement and the attached exhibits
constitute the entire agreement between the City and Developer and supersede all prior
discussions, negotiations and agreements, whether oral or written.
11.4 Amendment. This Agreement may be amended or modified only by a written
instrument executed by City and Developer.
11.5 California Law. This Agreement shall be governed by and the rights, duties and
obligations of the City and Developer shall be determined and enforced in accordance
with the laws of the State of California.
11.6 Attorneys’ Fees. If either the City or Developer files any action or brings any
proceedings against the other arising out of this Agreement, or is made a party to any
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action or proceeding brought by the Title Company, then, as between City and
Developer, the prevailing party shall be entitled to recover, in addition to its costs of
suit and damages, reasonable attorneys’ fees to be fixed by the court. The “Prevailing
Party” shall be the entity that is entitled to recover its costs of suit, whether or not suit
proceeds to final judgment. No sum for attorneys’ fees shall be counted in calculating
the amount of a judgment for purposes of determining whether the prevailing party is
entitled to its costs or attorneys’ fees.
11.7 Waiver. No waiver of any provision of this Agreement shall be considered a waiver
of any other provision or of any subsequent breach of the same or any other provision,
including the time for performance of any such provision. The exercise by the City or
Developer of any remedy provided in this Agreement or at law shall not prevent the
exercise by that entity of any other remedy provided in this Agreement or at law or in
equity.
11.8 Binding Agreement. This Agreement shall be binding upon and inure to the benefit
of the City and Developer hereto and their respective heirs, legal representatives,
successors, and assigns.
11.9 Assignment. Neither the City nor Developer may assign, transfer or convey its rights
or obligations under this Agreement without the prior written consent of the other
Party to this Agreement, which shall not be unreasonably withheld, and then only if
assignee assumes in writing all of the prior Party’s obligations hereunder; provided,
however, neither the City nor Developer shall be released from its obligations
hereunder by reason of such assignment. Notwithstanding the foregoing, Developer
may assign its rights and obligations in this Agreement to any entity in which any or
all of Richard Lewis, Robert Lewis Roger Lewis, Randall Lewis and/or John Goodman
directly or indirectly own a controlling interest without the prior consent of the City.
11.10 Counterparts. This Agreement and all amendments and supplements to it may be
executed in counterparts, and all counterparts together shall be construed as one
document.
11.11 Electronic Signatures. This Agreement and all amendments and supplements
(excluding any documents which must be recorded) may be executed and delivered by
electronic signature complying with the California Uniform Electronic Transactions
Act (Cal. Civ. Code § 1633.1 et seq.) and the U.S. federal ESIGN Act of 2000 (e.g.,
www.docusign.com and www.adobesign.com) will be deemed to have the same legal
effect as delivery of an original signed copy of such document and shall be admissible
into evidence as an original hereof to prove the contents hereof.
11.12 Captions. The captions contained in this Agreement are for convenience only and
shall not in any way affect the meaning or interpretation hereof nor serve as evidence
of the interpretation hereof, or of the intention of the Parties.
11.13 Disputes. A dispute which cannot be resolved by the Parties' representatives shall be
submitted to non-binding mediation. The mediator's fees shall be divided equally
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between the Parties. If a dispute is unresolved after mediation, any actions or
proceedings arising under, growing out of, or in any way related to this Agreement
shall be instituted and prosecuted only in courts located in the County of San
Bernardino, State of California, and each Party expressly waives its right, under Part
II, Title IV of the California Code of Civil Procedure, to cause any such actions or
proceedings to be instituted or prosecuted elsewhere.
11.14 Time. 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, 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 which
is not a Saturday, Sunday or state or national holiday.
11.15 Severability. The unenforceability, invalidity, or illegality of any provision of this
Agreement shall not render the other provisions hereof unenforceable, invalid or
illegal.
11.16 Construction. This Agreement shall be construed according to its fair meaning as if
prepared by both Parties and in accordance with the intent of the Parties. Headings
used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
11.17 Recitals. The Recitals are hereby incorporated herein by reference.
11.18 Exhibits. The following exhibits are attached hereto and incorporated herein by
reference.
Exhibit A: Metes and Bounds Description of City Property
With Depiction of City Property
Exhibit B: Metes and Bounds Description of the Developer Property
With Depiction of the Developer Property
Exhibit C-1: Form of City Grant Deed
Exhibit C-2: Form of Developer Grant Deed
Schedule 1: Appraisal Instructions
Schedule 2: New Ball Field Improvements
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the City and the Developer have executed this Agreement on the
date first above written.
DEVELOPER: CITY
LEWIS LAND DEVELOPERS, LLC,
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.
a Delaware corporation
Its Sole Manager
By:_____________________
John M. Goodman
Sr Exec. VP/CEO
CITY OF GRAND TERRACE,
a municipal corporation
By: ________________________
Bill Hussey, Mayor
_________________, 2024
ATTEST:
___________________________
Debra Thomas, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder, LLP
By: ________________________________
Adrian Guerra, City Attorney
ACCEPTED BY ESCROW HOLDER:
Fidelity National Title Company
By: _______________________
Brenna Ryan, Escrow Officer
Date of Opening of Escrow: __________, 2024
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Exhibit A
Legal Description of City Property
Metes and Bound Description of Old Ball Field
(APN 1167-151-75)
That certain real property in the City of Grand Terrace, County of San Bernardino, State of
California legally described as:
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Depiction of City Property
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Exhibit B
Metes and Bound Description of the Developer Property
Metes and Bound Description of New Ball Field
(APN 1167-151-71)
That certain real property in the City of Grand Terrace, County of San Bernardino, State of
California legally described as:
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Depiction of the Developer Property
Depiction of New Ball Field
Exhibit C-1
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Exhibit C
Form of City Grant Deed
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Lewis Land Developers, LLC
c/o Lewis Management Corp.
1150 North Mountain Ave.
Upland, CA 91786-3633
Attn: Legal (WBF)
SPACE ABOVE THIS LINE FOR RECORDER'S USE
GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):
DOCUMENTARY TRANSFER TAX IS $
unincorporated area City of Grand Terrace
Parcel No. 1167-151-75
computed on full value of interest or property conveyed or
computed on full value less value of liens or encumbrances remaining
at time of sale and
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF
GRAND TERRACE, a municipal corporation (“Grantor”) hereby GRANT(S) to LEWIS LAND
DEVELOPERS, LLC, a Delaware limited liability company the real property in the City of Grand
Terrace, County of San Bernardino, State of California, as legally described on Exhibit A attached
hereto and incorporated herein by this reference.
GRANTOR:
Date: __________________, 20___ CITY OF GRAND TERRACE,
a municipal corporation
By: ________________________
Bill Hussey, Mayor
_________________, 2024
ATTEST:
___________________________
Debra Thomas, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: ________________________________
Adrian Guerra, City Attorney
Not to be executed until Closing
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of _____________________ )
On ____________________, 202__ before me, ____________________________, a Notary Public,
personally appeared _______________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
[SEAL]
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EXHIBIT A
LEGAL DESCRIPTION
That certain real property in the City of Grand Terrace, County of San Bernardino, State of
California legally described as:
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Exhibit C-2
Form of Developer Grant Deed
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92346
Attention: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USE
GRANT DEED
THE UNDERSIGNED GRANTOR(S) DECLARE(S):
DOCUMENTARY TRANSFER TAX IS $-0- -exempt under R&T Code
Section 11922
unincorporated area City of Grand Terrace
Parcel No. Portion of 1167-151-71
FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LEWIS
LAND DEVELOPERS, LLC, a Delaware limited liability company (“Grantor”) hereby
GRANT(S) to CITY OF GRAND TERRACE, a municipal corporation the real property in the City
of Grand Terrace, County of San Bernardino, State of California, as legally described on Exhibit A
attached hereto and incorporated herein by this reference.
GRANTOR:
Date: __________________, 20___ LEWIS LAND DEVELOPERS, LLC,
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.
a Delaware corporation
Its Sole Manager
By:_________________
John M. Goodman
Sr Exec. VP/CEO
Not to be executed until Closing
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CERTIFICATE OF ACCEPTANCE
Pursuant to Government Code Section 27281, this is to certify that the interest in real property
conveyed by the foregoing Grant Deed from LEWIS LAND DEVELOPERS, LLC, a Delaware
limited liability company (“Grantor”) to CITY OF GRAND TERRACE, a municipal corporation
(“Grantee/City”), is hereby accepted, and City consents to recordation thereof by its duly authorized
officer.
CITY OF GRAND TERRACE,
a municipal corporation
By:
Konrad Bolowich, City Manager
Dated: _________________, 202__
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California )
County of _____________________ )
On ____________________, 202__ before me, ____________________________, a Notary Public,
personally appeared _______________________________, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
[SEAL]
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1
EXHIBIT A
LEGAL DESCRIPTION
That certain real property in the City of Grand Terrace, County of San Bernardino, State of
California legally described as:
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2
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3
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1
SCHEDULE 1
Appraisal Instructions
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Schedule 2
SCHEDULE 2
New Ball Field Improvements
New Ball Field Improvements
1)Rough Graded Site
2)Construction of new Little League standard 225’ Baseball Field
a.Dirt infield with 46’/60’ base pegs
b.Turf outfield with irrigation
c.Standard chain link backstop, dugouts, foul line, and outfield with fence topper protection
d.Dirt bullpens on Home and Away Sides
e.Dugout bleacher
f.1 Away Bleacher and 1 Home Bleacher
g.Concession and Storage Building
h.Field lighting system
3)Park Improvements
a.Playground
b.Shade structures with tables, trash cans, and bbq
c.Restroom facility
d.Parking Lot
e.Site Landscaping – trees, shrubs, groundcover, irrigation, controller, etc
4)Paseo Improvements – connecting proposed park to Veterans Freedom Park
a.12’ pedestrian/bike path and access road for SCE maintenance vehicles
b.Pathway lighting
c.Low maintenance groundcover, shrubs, and trees as allowed by SCE
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AGENDA REPORT
MEETING DATE: August 13, 2024 City Council Item
TITLE: A First Amendment To The Professional Service Agreement
Between The City of Grand Terrace And Moore, Iacofano,
Goltsman, Inc. (MIG) For On Call Planning And Environmental
Services
TO: CITY COUNCIL
FROM: Scott Hutter, Planning & Development Services Director
RECOMMENDATION: Approve and authorize the following:
a.Approve the First Amendment to Professional Services
Agreement Between the City of Grand Terrace and Moore,
Iacofano, Goltsman, Inc. (MIG) - for on Call Planning and
Environmental Services; and
b.Authorize the City Manager to Execute the Agreement
subject to the City Attorney's approval as to form.
____________________________________________________________________________
2030 VISION STATEMENT:
This staff report supports Goal #3, Promote Economic Development, specifically Strategy 3.3 to
ensure adequate and creative staffing solutions to facilitate the entitlement process for new
development; and Implementation Strategy 3.3 to ensure adequate and creative staffing solutions
to facilitate the entitlement process for new development.
BACKGROUND:
On June 27, 2023, the City Council approved Professional Service Agreements for on call
planning and environmental services between the City and three firms. The firms were Moore
Iacofano Goltsman, Inc. (MIG), Michael Baker International (MBI) and Lilburn Corporation. On
June 27, 2023, the City Council authorized the City Manager to Execute the Agreements, subject
to the City Manager’s approval/negotiation and the City Attorney’s approval as to form.
The Planning Department discovered in reading the three agreements that the term for the MIG
agreement was not for three-years, but only 1 year. The terms for the contracts with MBI and
Lilburn that were approved the same night as MIG were correctly for three-years. Only the MIG
agreement was in error at a 1-year term. To correct MIG agreement term, Planning Department
Staff have prepared this Amendment No. 1 to Professional Services Agreement between MIG
and the City. Amendment No. 1 now has the correct term of 3 years. All three on call firms will be
correctly on the same three-year agreement cycle as originally intended in the original June 27,
2023, agenda item staff report.
Item 9
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CONCLUSION:
Approval of Amendment No. 1 to Professional Services Agreement Between the City of Grand
Terrace and Moore, Iacofano, Goltsman, Inc. (MIG) for on call planning and environmental
services will correct the length of the term of the contract to match other on call firms.
FISCAL IMPACT:
None. This amendment is to the terms of the agreement to correct a typographical mistake. The
cost to utilize MIG for on call planning services for an entitlement project is addressed with a
reimbursement agreement between the applicant and the City.
ATTACHMENTS:
1) Amendment No. 1 to MIG Contract Agreement
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AMENDMENT NO. 1 TO
AGREEMENT FOR CONTRACT SERVICES
By and Between
CITY OF GRAND TERRACE
and
MOORE IACOFANO GOLTSMAN, INCORPORATED
Attachment 1
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-2-
AMENDMENT NO. 1
TO AGREEMENT FOR CONTRACT SERVICES BY AND BETWEEN
THE CITY OF GRAND TERRACE AND MIG
This “AMENDMENT NO. 1 TO THE AGREEMENT FOR CONTRACT SERVICES BY
AND BETWEEN THE CITY OF GRAND TERRACE AND MOORE IACOFANO
GOLTSMAN, INCORPORATED (herein “Agreement”) is made and entered into this 13th day of
August 2024 by and between the City of Grand Terrace, a California municipal corporation
(“City”) and Moore Iacofano Goltsman, Incorporated, a California corporation (“Consultant”).
City and Consultant are sometimes hereinafter individually referred to as “Party” and hereinafter
collectively referred to as the “Parties.”
RECITALS
A. The City and Consultant entered into that certain Agreement for Contract Services
By and Between the City of Grand Terrace and MIG on June 27, 2023, for a 3 year term.
B. The City discovered in 2024 that the term of the contract services was accidentally
written for a 1 year term and the Parties now desire to amend the Agreement to correct the term to
properly reflect the original intent of a 3 year term.
TERMS
1. Contract Amendments. The Agreement is amended as provided herein:
1.1 Section 3.4 Term is hereby amended in its entirety and shall now read as
follows (strikethrough represents deleted language while bold italics represents added language):
“Unless earlier terminated in accordance with Article 7 of this Agreement, this Agreement
shall continue in full force and effect until completion of the services but not exceeding
one (1) three (3) years from the date hereof, except as otherwise provided in the Schedule
of Performance (Exhibit “D”).”
2. Continuing Effect of Agreement. Except as amended by this Amendment No. 1,
all provisions of the Agreement shall remain unchanged and in full force and effect. From and
after the date of this Amendment, whenever the term “Agreement” appears in the Agreement, it
shall mean the Agreement, as amended by Amendment No. 1.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment No. 1,
City is not in default of any material term of the Agreement and that there have been no events
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-3-
that, with the passing of time or the giving of notice, or both, would constitute a material default
under the Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment No. 1,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment No. 1.
5. Authority. The persons executing this Amendment No. 1 on behalf of the parties
hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to
execute and deliver this Amendment No. 1 on behalf of said party, (iii) by so executing this
Amendment No. 1, such party is formally bound to the provisions of the Agreement, as amended
and (iv) the entering into this Amendment No. 1 does not violate any provision of any other
agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first-above written.
CITY:
City of Grand Terrace, a municipal corporation
_____________________________________
Konrad Bolowich, City Manager
ATTEST:
____________________________________
Debra Thomas, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
____________________________________
Adrian R. Guerra, City Attorney
CONSULTANT:
Moore Iacofano Goltsman, Incorporated, a
California Corporation
By:
___________________________________
Name: Daniel Iacofano
Title: CEO, President
By:
___________________________________
Name: Carolyn Verheyen
Title: COO, Vice President
Address: 1500 Iowa Avenue, Suite 110
Riverside, CA 92507
_____________________________
Two corporate officer signatures required when Consultant is a corporation, with one signature required from
each of the following groups: 1) Chairman of the Board, President or any Vice President; and 2) Secretary, any
Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. CONSULTANT’S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS
MAY BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR
REGULATIONS APPLICABLE TO CONSULTANT’S BUSINESS ENTITY.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
On __________, 2024 before me, ________________, personally appeared ________________, proved to me on the
basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true
and correct.
WITNESS my hand and official seal.
Signature: _____________________________________
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
_______________________________
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER_______________________________
______________________________________
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
_____________________________________________
_____________________________________________
___________________________________
TITLE OR TYPE OF DOCUMENT
___________________________________
NUMBER OF PAGES
___________________________________
DATE OF DOCUMENT
___________________________________
SIGNER(S) OTHER THAN NAMED ABOVE
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
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Item 10
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Item 14
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Item 15
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