HomeMy WebLinkAboutMINUTES - 12121995 - D11 .r
D. 11 & D. 12
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopted this Order on December 12 , 1995 by the following vote :
AYES : Supervisors Rogers, Smith, DeSaulnier, Torlakson and Bishop
NOES : None
ABSENT: None
ABSTAIN: None
SUBJECT: Hearings on Windemere Ranch Partners Application To
Rezone Land (2992-RZ) and Shapell Industries
Application To Rezone Land (2993-RZ) and To Consider
The Recommendation of the Zoning Administrator on
Related Development Agreements .
This is the time heretofore noticed by the Clerk of the
Board of Supervisors for hearing on recommendations of the Contra
Costa County Planing Commission and the San Ramon Valley Regional
Planning Commission and the San Ramon Valley Regional Planning
Commission on the application (2992-RZ) of Windemere Ranch
Partners (applicant and owner) for approval of a rezoning with
preliminary development plan approval for approximately 2 , 416
acres from A-80 (Agricultural District) to P-1 (Planned Unit
Development) to construct up to 5, 170 residential units . The
project further incorporates 1, 145 acres of open space and park
and recreation public/semi-public uses, and to consider the
recommendation of the County Zoning Administrator on the request
of Contra Costa County and Windemere Ranch Partners to review and
approve a development agreement known as Windemere Ranch Partners
as being consistent with the County General Plan and the
Dougherty Valley Specific Plan in the Dougherty Valley area; and
Hearing on recommendations of the Contra Costa County
Planning Commission and the San Ramon Valley Regional Planning
Commission on the application (2992-RZ) of Shapell Industries
(applicant and owner) for approval of a rezoning with preliminary
development plan approval for approximately 2, 708 acres from A-80
(Agricultural District) to P-1 (Planned Unit Development)
construct up to 4 , 614 residential units . The project further
incorporates 1, 386 acres of open space and park and recreation
facilities, 26 acres of non-residential uses and 38 acres as
public/semi-public uses and to consider recommendation of the
County Zoning Administrator on the request of Contra Costa County
and Shapell Industries to review and approve a development
agreement known as Shapell Industries as being consistent with
the County General Plan and Dougherty Valley Specific Plan in the
Dougherty Valley area.
Dennis Barry, Community Development Department, presented
the staff report on the history of the matters before the Board,
commenting on the Board certification of the Environmental Impact
Report and approval of the General Plan Amendment and Specific
Plan in 1992 . He advised that the Board closed the hearings on
the rezonings at that time and deferred their decision. Mr.
Barry commented on lawsuits that were filed and that have been
settled, and he commented on the review by the Dougherty Valley
Oversight Committee (DVOC) on October 6 and October 20, 1995, and
modifications to the conditions of approval as included in the
staff report and that with those changes the DVOC is in agreement
with the rezonings and the development agreements . Mr. Barry
also advised of some late changes to be brought forward by the
developer and he advised that the recommendations of the County
Planning Commission still pertain and that there ' s no reason to
refer the matter back to the Commission for additional hearings .
Mr. Barry also commented on the addendum to the final
Environmental Impact Report before the Board for consideration
and on the recommendations in the December 12, 1995, staff report
y
before the Board.
The following persons presented testimony:
Herb Moniz, 2222 Camino Ramon, San Ramon, City Manager, City
of San Ramon;
Tom Koch, Shapell Industries;
Maria Rivera, McCutcheon, Doyle, Brown & Enersen, P.O. Box
V, Walnut Creek, representing Shapell Industries;
Byron Athen, City of San Ramon;
Clark Morrison, Morrison & Foerster, P.O. Box 8130, Walnut
Creek, representing Windemere;
Dan Coleman, Windemere Ranch Partners;
Mehran Sepheri, 100 Civic Plaza, Dublin, City of Dublin;
Patricia Curtin, Gagen, McCoy, 279 Front Stree, Danville,
representing Tassajara Valley Property Owners Association;
Jeff Leon, 4510 Camino Tassajara, Danville, Tassajara Valley
Property Owners Association;
Michael Sipos, 2540 Toltec Circle, San Ramon, Save Our
Hills;
Scott Couture, 166 Teracina Drive, San Ramon.
Mr. Koch spoke in rebuttal .
The public hearing was closed.
Supervisor Bishop advised that she would like to grant the
request of the City of San Ramon to continue this matter for one
week and that she would not support the approval of the
rezonings, development plans, or development agreements .
The Board discussed the matter.
Supervisor Smith moved to continue the matter for one week
to give the City of San Ramon and the developer time to discuss
the issues .
Supervisor DeSaulnier seconded the motion.
Supervisor Torlakson urged the parties to make the best
advantage of this week.
Supervisor Bishop moved a substitute motion to deny the
applications for approval of the development agreements, the
rezonings and the final development plans .
The substitute motion died for lack of a second.
IT IS BY THE BOARD ORDERED that the hearing on the above
matters is CLOSED; and decision on the recommendations of the
Contra Costa County Planning Commission and the San Ramon Valley
Regional Planning Commission on the applications of Windemere
Ranch Partners (2992-RZ) and Shapell Industries (2993-RZ) for
rezoning approvals with preliminary development plans and on the
recommendation of the County Zoning Administrator on the requests
by Windemere Ranch Partners and Shapell Industries for approval
of development agreements in the Dougherty Valley is DEFERRED to
December 19, 1995, at 6 :30 P.M.
1 hereby certify that this is a true and correct
copy of an action taken and entered on the
minutes of the Board of Supervisors on the
date show
ATTESTEDLu4a- t'Z -94�
PHIL BATHELOR, Clerk of the Board
o pervi s and vty Administrator
ByI T Deputy
cc : Community Development Department
County Counsel
Shapell Industries
Windemere Ranch Partners
Dei.-11 '95 17:15 CITY OF DUBLIN 92 FAX 510-833-6628 P. 2
7-- 12-1.0:4
CITY OF DUBLIN
-0.4 11
P.D. Box 2340. Dublin, California 94568 City UBices, 100 Civic Plaza, Dublin, California 94568
December 11, 1995
Gayle Bishop, Chairperson
Board of Supervisors
Contra Costa County
651 Pine Street, Rm 106
Martinez CA 94553
SUBJECT: Board of Supervisors December 14, 1995, Agenda Items D11 and D12
for the Dougherty Valley Development Project
Honorable Gayle Bishop:
The City of Dublin has received a copy of Contra Costa County's draft language for the Terms
of Agreement for the Dougherty Valley development. We would like to congratulate you, the
Board of Supervisors, and the Staff of Contra Costa County for your accomplishment in bringing
this project to fruition after all of the controversy that was generated.
The draft Dublin traffic mitigation for the Dougherty Valley Development Agreement is
acceptable to the City of Dublin, with the exception of the provision for a development impact
fee not to exceed $490 per residential unit and if County, Developer and the City of Dublin are
unable to arrive at a mutually acceptable fee within six months following the effective date, then
County and Developer may themselves determine the amount of such fee.
The City of Dublin's concern is that if the amount of$490 per unit is not sufficient to construct
the road system necessary to mitigate the impacts from the Dougherty Valley projects, Dublin
cannot require that Dublin's developers pay the shortfall. We are asking that this wording be
deleted from the Agreement and replaced by a statement that Dougherty Valley developments
are to pay their share of traffic mitigation as mutually acceptable to Contra Costa County and
the City of Dublin. This fee should also include improvements to freeway interchanges
necessitated by the impacts.
As you know, Dublin was the only jurisdiction in the Tri-Valley area to cooperate with Contra
Costa County in allowing the City's road system to be used by County developments with the
condition that Contra Costa County developers be required to pay a Traffic Impact Fee and/or
widen roads and Interchanges that will be impacted by the County's development. However, if
Dublin does not receive adequate fees, the City will not be able to widen arterial roads to
accommodate Dougherty Valley or any other County developments.
Administration (510)833.6650 • City Council (510)833.66D5 • Finance (510)633-6640 - Building Inspection (510)833.6620
Code Enforcement (510)a33.6620 - Engineering (510)833.6630 • Parks&Community Service (510)933-su6
Ponce (510)833-6670 • Public Works (510)833-6630 PlRnning (510)833-6610
Dec. 11 '95 17:16 CITY OF DUBLIN #2 FAX 510-833-662B P. 3
12/11/95
Supv. Gayle Bishop
Terms of Agreement
Page 2.
This would have a negative impact on road systems in the Town of Danville, the City of San
Ramon, and in Contra Costa County as congestion in Dublin would reroute some of the project
traffic. It could also cause Contra Costa County to be in violation of Measure 'C' requirements
and the Dougherty Valley Environmental Impact Report. The TrkValley Transportation Council
is in the process of updating its traffic model, and it is hoped that a mutually agreeable
mitigation fee can be arrived at in the next six months. But, if events occur to delay the fee
estimate that are beyond Dublin's control, Dublin should not be penalized by being excluded
from negotiations to determine a fee.
The City of Dublin would like to take this opportunity to request that the Contra Costa County
Board of Supervisors take these Concerns into consideration. The City appreciates the efforts
of Contra Costa County Staff, particularly Mitch Avalon and Steve Goetz, in working with Dublin
Staff on these issues and perpetuating the beneficial relationship enjoyed in the past by our
jurisdictions.
Sincerely,
C:)�� J JL�
Lee S. Thompson
Public Works Director
LST/mb
cc: Millie Greenberg, Mayor, Town of Danville
Curt Kinney, Mayor, San Ramon
Mitch Avalon, Contra Costa County
g�lcorrres4nalcccagenda
:sWi~outurepowerbook 9112/13/95 63:27AM```— ❑2/
RECEIVED
12 December, 1995 DEC 1 2 1995
CLEI i BOARD OF SUPERVISORS
To: Contra Costa County Board of Supervisors CONTRA COSTA CO.
Regarding: Public comment on CEQA analysis for the Dougherty Valley, development
agreement, rezoning and preliminary development plan for Shapell Industries'
proposed development entitled "Dougherty Valley Area"
Dear Supervisors:
This letter is to formally document concerns regarding the proposed Shapell Industries
development referred to.as the "Dougherty Valley Area".
Comments are grouped around three issues.
First, the proposed development is inconsistent with the hillside protection intent of Measure C.
Second, there is no valid Final EIR for the Dougherty Valley Area and the proper CEQA review
procedures have not been followed so the Board is in no position to review and approve the
addendum"which will be considered with the FEIR." Without a valid FEIR, the county cannot
approve any piece of the project. Therefore, approval of the development agreement, or any
other"permit"at this time appears to violate the sprit, intent and letter of the California
Environmental Quality Act as specified in Division 13 of the California Public Resources Code,
and Title 14 of the California Code of Regulations.
Third, key environmental impact issues have not been adequately addressed in the EIR.
Each of these issues will addressed separately. In each area, relevant text has been included for
reference, as extracted from the California PRC and CCR codes and regulations.
PROPOSED DEVELOPMENT IS INCONSISTENT WITH MEASURE C.
Measure C was sponsored by CCC supervisors Sunne McPeak, Tom Powers, Tom Torlakson
and Bob Schroeder. It was specifically"sold"to the voters as a hillside protection measure and
specifically states that hills requiring major excavation and grading for development are
inappropriate for that type of use. In fact, campaign literature specifically states"Measure C
prohibits development on our hillsides." The Board of Supervisors continues, as it has in the
past, to approve projects that require massive hillside grading in order to provide roads and
building lots for residential development. It is a violation of the public trust to sell a measure to
the public as providing protection and then turn around and ignore all protection aspects of the
law.
NO VALID FINAL EIR EXISTS FOR THE"DOUGHERTY VALLEY AREA"
The Dougherty Valley EIR was challenged in court and determined to be significantly flawed.
In fact it was found to be in flagrant violation of the whole intenj of CEQA because it was
approved without a source of water being identified to meet the valley needs. No confirmed
source of water has been identified for the project. The Berrenda Mesa Water District EIR
claimed there was no identified need for the water entitlements addressed in their DEIR. If this
project is the intended use for the water, the Berrenda Mesa DEIR is required to address the
growth inducing impacts of supplying the water. The two projects appear to be addressed
separately, which in itself is a violation of CEQA, which requires that projects not be segmented
for review of environment impacts.
Scoli-Couture powerbook CW 12/13/98 (D3:27 AM X3/4
With water such an important issue in California and the Dougherty Valley, the proper handling
of the environmental impacts of the water supply is a significant change from the EIR filed in
1992 and challenged in court. When this issue is finally addressed, CEQA requires that the EIR
be refiled with the State Clearinghouse for agency and public review. As of December 12, 1995,
no revised EIR had been filed with the State. Therefore, the appropriate reviews have not
occurred at the state level and not FEIR exists covering the project.
Since this project involves over 500 homes,
CCR 15206. Projects of Statewide, Regional, or Areawide Significance.
A project has Statewide, Regional, or Areawide Significance if...
(2)A project has the potential for causing significant effects on the environment extending
beyond the city or county in which the project would be located. Examples of the effects
include generating significant amounts of traffic or interfering with the attainment or
maintenance of state or national air quality standards. Projects subject to this subsection
include:
(A)A proposed residential development of more than 500 dwelling units. ...
Once a project has been established to have areawide significance, more widespread review of
the environmental documentation by affected public agencies is required as listed below.
PRC 21092.4 Consultation with transportation planning agencies and public agencies
(a) For a project of statewide, regional, or areawide significance, the lead agency shall
consult with transportation planning agencies and public agencies which have transportation
facilities within their jurisdictions which could be affected by the project. Consultation shall
be conducted in the same manner as for responsible agencies pursuant to this division, and
shall be for the purpose of the lead agency obtaining information concerning the project's
effect on major local arterials, public transit,.... (b) ... "Transportation facilities"includes
major local arterials and public transit within five miles of the project site and freeways,
highways, and rail transit service within 10 miles of the project site.
Again, in discussions with the State Office of Planning and Research on December 12, 1995, it
was confirmed that this project(with over 500 homes and with a proposed major traffic artery
intersecting I-580 in Alameda County) is subject to the statewide and areawide provisions of the
CEQA regulations and that additional reviews by affected agencies is warranted. Furthermore,
the final EIR is required to be filed with the State.Clearinghouse for-review by state agencies.
The distribution of the FEIR to the appropriate state agencies triggers a minimum 45 day review
period by the state agencies. As of December 12, 1995, the FEIR had not been filed with the
state to begin the review process. CEQA guidelines prohibit approval of any stage of the
project without review of the final EIR.
In addition, although there are settlement agreements with various local governments and
agencies, CEQA requires a public review. The settlement agreements that have been entered
into in no way relieve the County and the Developer from their obligation to the State and the
people of the State to properly address the CEQA requirements.
v
KEY ENVIRONMENTAL IMPACTS HAVE NOT BEEN ADDRESSED
Deficiencies in the EIR have been noted, in writing and orally and have not been suitably
addressed in the EIR. The water issue and review requirements has been commented on above.
In addition, it is surprising that the Army acknowledges the presence and mitigates for
endangered species(in particular, the red-legged frog) that exist at Camp Parks, adjacent to the
proposed development. However,.the proposed development doesn't recognize or plan for
.Scott Couture powerbook CE012/13/95 03:29 AM
6 4/4
mitigation even though matches and creeks exist that also are suitable habitat for the same
species.
The lead agency appears to have knowingly released a DEIR in violation of CCF 15020, which
states that "The lead agency shall not knowingly release a deficient document hoping that public
comments will correct deficiencies in the document." The lead agency was notified that
environmental issues, including,traffic, schools, endangered species and other topics mandated
by CEQA were not adequately addressed. This project should be disapproved until appropriate
methods are established to properly analyze and review the environmental impacts of this
project. Supporting arguments include:
Since the final EIR is not approved, it is inappropriate to approve any stage of this
development. Citation:
CCR 15004. Before granting any approval of a project subject to CEQA, every lead
agency or responsible agency shall consider a final EIR or negative declaration or another
document authorized by these guidelines to be used in place of an EIR or negative
declaration.
PRC 21081. Necessary findings where environmental impact report identifies effects
Pursuant to the policy stated in Sections 21002 and 21002,.1, no public agency shall approve
or carry out a project for which an environmental impact report has been certified which
identifies one or more significant effects on the environment that would occur if the project is
approved and carried out unless the public agency makes one or more of the following
findings:
(a)Changes or alterations have been required in, or incorporated into, the project which
mitigate or avoid the significant effects on the environment.
(b)Those changes or alterations are within the responsibility and jurisdiction of another
public agency and have been, or can and should be, adopted by that other agency,
(c) Specific economic legal, social, technological, or other consideration, including
considerations for the provision of employment opportunities for highly trained workers,
make infeasible the mitigation measures or alternatives identified in the environmental
impact report.
Scott A. Couture
166 Teracina Drive
San Ramon, CA 94583
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Measure C, the 65135 land It is a compromise. Measure C also prohibits devel-
preservation plan, was developed Measure C guarantees that for opment on our hillside
over 4 years. the next 20 years 65%of all the land 35. A good plan
It combines the best of what in Contra Costa County will be pre- for our future.
ranchers, environmentalists, civic served for open space, agriculture,
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and business leaders have to offer. wetlands, and parks. ;
Yes on Measure C,Sponsored by Supervisors Sunne McPeak,Tom Powers,Tom Torlakson and Bob Schroder,PO Box 389,Martinez,CA 94553
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November 20, 1995
James W. Cutler
AsZ43tanl Dircuor for Comprehensive Planning
Contra Costa County Community Development Dept.
651 Pine Street, 4th Floor
Martinez, CA 94553-0095
Subject:! _ Water Service to Dougherty Valley
Dear Myer:
We have received your letter of October 17, 1995, in which you requested that the Dublin
San Ramon Services District (DSRSD) acknowledge that it is in concurrence with the intent
of Contra Costa County to designate it as the preferred water provider to the Dougherty
Valley (exclusive of the Country Club at Gale Ranch project)_ Your request was discussed by
the Board of Director's on November 4, 1995 at which time they did so acknowledge and also
reaffirmed DSRSD's commitment to pursue a water supply for the Dougherty Valley.
As evidence of DSRSD's past and continuing planning efforts toward serving this area, T have
listed on the enclosed attachment the various actions and activities ta=,over the past several
years. It should also be noted that the June 30, 1992 Brown and Caldwell Report referenced
in your letter, which modeled and described possible service by DSRSD, was the appropriate
planning document as of that date. However, as you can see our planning has been ongoing
and, as a result, the Brown and Caldwell report has in essence been surpassed in detail and
fact by the studies prepared sine then.
Your letter also suggests that DSRSD is willing to serve reclaimed water to the project This
is correct. Recycled water.service as the retail level in the Dougherty Valley(again, exclusive
of the Country Club at Gale Ranch) would be provided by DSRSD under its authority as the
water purveyor wide such an arrangement.
I hope this response provides you with a clear picture of DSRSD's intentions and activities
related to providing water and recycled water service in the Dougherty VaAey.
Sincerely,
BERT MICHALCZYK
Technical Services Manager
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i DSRSD Pest and Contibeft
! Efforts Related to
t 1Magberty Valley Water Service
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A.
1
Conga Costa EIR (December 1992): Named DSRSD as an alternate water supplier for
Dougherty Valley (under certain conditions).
I B. Tasks Completed
I. Weer Resources Acquisition Study (October 1993): Concluded that a south-of-
ft-Delta Stele Water Project supply was the best option to pursue.
2. Analysis of Stade Contractors (November 1493): Concluded that DSRSD
should work with Berrenda Mesa Water District as the best opportunity for a
trarrlsft.r.
3. Water Supply Agreement (DSRSD/Zone 7) (August 1994): Baseline agreement
for addressing water sales Zone 7 to DSRSD.
4. Agreement With BMWD (September 1994): DSRSD/BMWD agreed to base
tt mfer(2500-3500 AF/yr with 5000 AF/yr option), fixing price, subject to the
completion of certain tasks during,the Feasibility Period.
5. Reimbursement Agreement with Windemere (September 1994): To pa iicipaft
in transfer and investigation of impacts.
ti. Study of Impacts of Additional Water (January 1945): "First Cut" assessment of
f&dlity needs for DSRSD and Windemere but limited to Wwdemerere only.
7. KCWA Approval. (April 1995): Consented to the transfer subject to full
implementation of the Monterey Principles.
$. Proposal to Zone 7 (April 1995): DSRSD offered to assign water entitlement
to Zone 7 in exdmge for the Zone's agreement to facilitade the transfer
through the SWP. and its facilities, and to treat and store the water (the
"Twelve Points').
9. SWRCB Approval (May 1995): State Board concurred Dougherty Valley
within. "Place of Use" of SWP water right and tb aefore no approval hired.
10. KCWA Member Unit Right of First Refusal (July 1995): No agency in Dern
County exercised its right of first refusal.
11. Reimbursement Agm=enit with, Shapell (August 1995): To participate in
tramfe:r and investigation of impacts,
12. Amer►dment No. 1 (August 1995): Incrtases base tranfc to 5000-7000 AF/yr.
13. Extension of Feasibility Period(September 1995): Feasibility Period extended
until Manch 1996-
14. Windemm Pian of Services Investigation(October 1995): Shoves how
DSItSD would provide water(anal recycled water) s+arvioe to Windemeres
holdings.
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12/x3/23 15:34 FAX 3i0 829 1180 DUBLIN 512 SVCS D
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C. Tasks in I>rog
1. MvnWM Principles EIR and.Contract Amendments(start D=nber 1994;
completion Febmary 1994): 14mdamental changes to State Water Project. (Not
DSRSD but being closely tracked)
2. Water Transfer Envircoxnewal Impact Deport (start March 1995; completion
January 1996); Amassment of transfer as required by CEQA. (BMWD is lead
' age')
# 3. Agrxmmt bctwcm DSRSD and Zone 7 to convey, treat, and stow transferred
water (start April 1995; completion estimated February 1996).
4. Finatacing Study for Transfer(Bartle Wells) (start July 1995); completion
December 1995).
5. Finwrl' wtitutional!Operational Analysis(stare August 1995; completion
Decembcrr 1995): Under direction of Zone 7; in-depth look at impact of
trainsfer on Zone 7.
6. Pro Forma Connection Fee Study (start December 1995;c ompletian.February
1996): Determine connection;fee for Dougherty Valley water(and recycled
I water) service.
D. Future Tasks
1. Meet with State Water Project Contr=actors (December 1995).
2. Prepare Plaza,of Smwiees Investigation for Shapell Moldings (First Quarter
1990.
3. Right of First Reftasal among SWP Corxuwtozs(First Quarter 1996): Not
required if Zone 7 accepts entitleamiL
4. Enter 'zeta standard agreement with Semitropic Water Storage District for long-
terra storage(Fz;stlSewnd Quarter 1996)-
5. Finwco Wow Trwisfer(First to Third Quarter 1996): Complete the 6mcial
arrangemem to complete the transfer with Berreada.Mesa Warr District
6. Annex Dougherty Valley: Complete LAFCO proceedi>n►gs.
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Community Contra Harvey oE.f Brsgdon
.
Developmentl Director of Community Dev9lopment
`fCosta
; Department County
County Administration Building
659 Pine Street
4th Floor, North Wing
Martinez, California 945530095
Phone:
646-2034
a�
October 17, 1995
Bert Michalczyk
7051 Dublin Blvd.
Dublin,CA 94568
Dear Bert,
As you may be aware,Contra Costa County has bcen informed by the East Bay Municipal Utiliry District that
it currently has insufficient water to serve the Dougherty Valley(other than the Coyote Creek area). It is the
understanding of Contra Costa County that DSRSD is willing to serve water and reclaimed water to the area
i outside the Country Club at Gale Ranch,and has in fact taken board action that expresses that intent.
i
j It is understood by the Couinry that the intent to serve is conditioned by DSRSD's ability to procure a permanent
sWply of water in a sufficient quantity such that the supply would virtually drought pioof the project at build-out.
It is also understood by the County that the DSRSD water service would be as outlined in the Dougherty Valley
EIR,approved in December 1992 and more fully described in the June 30, 1992 Brown and Caldwell Report that
modeled DSRSD service to Dougherty Valley. Final approval is of course subject to appropriate review under
CEQA.
Therefore,Contra Costa County respectfully requests that DSRSD acknowledge that,it is in concurrence with
the intent of Contra Costa County,to designate DSRSD pursuant to Policy U-I of tho Dougherty Valley Specific
Plan, the preferred water provider to Dougherty Valley, excluding that area k nowrt as Country Club at Gale
Ranch.
i
Your acknowledgment and action on this request is greatly appreciated.
Sincerely yours,
i James W.Cutler
Assistant Director,
Comprehensive Planning
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' JWC:drb
JWC19951drb1DSRSD.dv
attachment
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10-17-1996 0? 59AM FRDr1 CI•IAPh�I WILSON TO 6461309 P.07
9. Ul`IY.I'rm
.� a. Introduction
The location of Dougherty Valley facilitates convenient connections 10
existing suvices. For the most part, surrounding development has
~ extended utilities to the boundaries of the SP=Zc Plan area to the
north, west, and sourbwest, thereby providing multiple oppornmif=
for service connection points. As a result, utility planning for
Dougheny Valley can maximize the use of existing connection options
I�
to minimize costs, servicing the new community without adverse ;
impacts upon the neighboring communities. 1
M 1
U 9fes Goal Pmvtde the necessary addmond utibnes and public
services to meet the needs of thefutum Population of Dougherty Vulky
I I while meeang applicable Convey standards.
The following sections describe considerations for=wndmg facilities,
and services for domestic water,water reclamation, wastewater,skma
drainage, electricity,-retinal gas, telephone and fire pro=ion.
Ji b_ Water ,
PoEcy U-l: Ensure provision of water service to meet the needs of ,
Dougherty Valley at buildout, using the most suitabk service '
providers. Dells are strongly discouraged in the Specffk Plan area
i and aQ applications to drill wills shall be subject to the miew and
approval of the Planning Commission.
• Fast Bay Municipal Utility District (EEMUD) has the capacity and
I _ facility proximity to conveniently extend domestic water services into
j Dougherty Valley,while maintaining adequate reserves and improving
II service for exlstmg c jSMers. The Coyote Creek area of Dougherty
i Valley has already beat annexed to ESMUD. See Figure 18: Water
�05 Distribution System. If for some reason the Fast Bay Municipal #
IUtility District it not able or willing to provide this service beyond the
— Coyote Creek area,the Dublin Satz Ramon Services District is allowed
to be an al=nm provider under this Specific Plan.
Policy U-2:EA=re,p`orabk water supplies are sq icient in quality and
quantity tin provide for domestic consumption and fire protection. '
9-1 ram
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TOTAL P.07
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.10-17-1995 07:56W FROM CHFPMAN & WILSON TO 6461309 P.03
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MODELING OF DUBL N SAN RAMON
SMVICES DLSTAICT WATER AND
wAsTEwATER SERVICES TO TBE
PLANNED DOUGHERTY VALLEY
DEVELOPMENT FOR wINDEMERB
PROPERTIES
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July 30, 1992 !
Bwwn and Caldwtll Consultants
(i Plea=t Hiu, California
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CITY OF DUBLIN
P.O. Box 2340, Dublin, California 94568 City Offices, 100 Civic Plaza, Dublin, California 94568
It'CQ�
December 12, 1995
=n RECEIVE®
Gayle Bishop, Chairperson
Board of Supervisors l;. DEC 12 I&`Y
Contra Costa County f
651 Pine Street, Rm 106 d.ERKBOAR OOFSUPERVISOP
Martinez CA 94553 CONTRA cosrA co.
SUBJECT: Board of Supervisors December 14, 1995, Agenda Items D11 and D12
for the Dougherty Valley Development Project
Honorable Gayle Bishop:
The City of Dublin has received a copy of Contra Costa County's draft language for the Terms
of Agreement for the Dougherty Valley development. We would like to congratulate you, the
Board of Supervisors, and the Staff of Contra Costa County for your accomplishment in bringing
this project to fruition after all of the controversy that was generated.
The draft Dublin traffic mitigation for the Dougherty Valley Development Agreement is
acceptable to the City of Dublin, with the exception of the provision for a development impact
fe,� not to exceed $490 per residential unit and if County, Developer and the City of Dublin are
unable to arrive at a mutually acceptable fee within six months following the effective date, then
County and Developer may themselves determine the amount of such fee.
The City of Dublin's concern is that if the amount of$490 per unit is not sufficient to construct
the road system necessary to mitigate the impacts from the Dougherty Valley projects, Dublir.
cannot require that Dublin's developers pay the shortfall. We are asking that this wording be
deleted from the Agreement and replaced by a statement that Dougherty Valley developments
are to pay their share of traffic mitigation as mutually acceptable to Contra Costa County and
the City of Dublin. This fee should also include improvements to freeway interchanges
necessitated by the impacts.
As you know, Dublin was the only jurisdiction in the Tri-Valley area to cooperate with Contra
Costa County in allowing the City's road system to be used by County developments with the
condition that Contra Costa County developers be required to pay a Traffic Impact Fee and/or
widen roads and interchanges that will be impacted by the County's development. However, if
Dublin does not receive adequate fees, the City will not be able to widen arterial roads to
accommodate Dougherty Valley or any other County developments.
Administration (510)833-6650 • City Council (510)833-6605 • Finance (510)833-6640 • Building Inspection (510)833-6620
Code Enforcement (510)833-6620 • Engineering (510)833-6630 • Parks&Community Service (510)833-6645
Police (510)833-6670 • Public Works (510)833-6630 • Planning (510)833-6610
12/12/95
Supv. Gayle Bishop
Terms of Agreement
Page 2.
This would have a negative impact on road systems in the Town of Danville, the City of San
Ramon, and in Contra Costa County as congestion in Dublin would reroute some of the project
traffic. It could also cause Contra Costa County to be in violation of Measure 'C' requirements
and the Dougherty Valley Environmental Impact Report. The Tri-Valley Transportation Council
is in the process of updating its traffic model, and it is hoped that a mutually agreeable
mitigation fee can be arrived at in the next six months. But, if events occur to delay the fee
estimate that are beyond Dublin's control, Dublin should not be penalized by being excluded
from negotiations to determine a fee.
The City of Dublin would like to take this opportunity to request that the Contra Costa County
Board of Supervisors take these concerns into consideration. The City appreciates the efforts
of Contra Costa County Staff, particularly Mitch Avalon and Steve Goetz, in working with Dublin
Staff on these issues and perpetuating the beneficial relationship enjoyed in the past by our
jurisdictions.
ncerely,
Lee S. Thompson
Public Works Director
LST/mb
cc: Millie Greenberg, Mayor, Town of Danville
Curt Kinney, Mayor, San Ramon
Mitch Avalon, Contra Costa County
g:\corrres\ms\cccagenda
OFFICE OF THE CLERK OF THE BOARD OF SUPERVISORS
CONTRA COSTA COUNTY
651 PINE STREET
MARTINEZ, CALIFORNIA 94553
Phone: (510) 646-2371; FAX (510) 6464059
PLEASE CONFIRM RECEIPT VIA PHONE
DATE:
TO:
FROM:
TOTAL PAGES INCLUDING THIS COVER: (p
'TIL104-5-e Onkkkrm 10 19
PLEASE ADVISE IF FOR ANY REASON YOU DO NOT RECEIVED THIS ITEM
COMPLETE!
OFFICE OF THE CLERK OF THE BOARD OF SUPERVISORS
CONTRA COSTA COUNTY
651 PINE STREET
MARTWEZ, CALIFORNIA 94553
Phone: (510) 646-2371; FAX (510) 646-1059
PLEASE CONFIRM RECEIPT VIA PHONE
DATE:
FROM:
TOTAL PAGES INCLUDING THIS COVER:
PLEASE ADVISE IF FOR ANY REASON YOU DO NOT RECEIVED THIS ITEM
COMPLETE!
1995-1996 REGULAR SESSION Ch. 23, § 1
COUNTIES—ORDINANCES--PUBLICATION OR POSTING
CHAPTER 23
A.B. No. 390
AN ACT to amend Section 25124 of the Government Code, relating to county ordinances.
[Approved by Governor June 15, 1995.1
[Filed with Secretary of State June ,15, 1995.]
i LEGISLATIVE COUNSEL'S DIGEST
r
AB 390, House. County ordinances.
Existing law specifies the manner of publication or posting of ordinances or summaries
thereof, enacted or amended by a county board of supervisors. Various duties in this regard
are imposed upon the county clerk.
This bill would specify that, except for maps, any exhibit attached to and incorporated by
reference in an ordinance need not be published in its entirety if the publication lists the
exhibits and includes a notation that a complete copy of each exhibit is on file with the clerk
and is available for inspection and copying as a public record.-
The people of the State of California do enact as follows:
SECTION 1. Section 25124 of the Government Code is amended to read:
25124. (a) Except as provided in subdivision (c), before the expiration of 15 days after the
passage of an ordinance it shall be published once,with the names of the members voting for
and against the ordinance, in a newspaper published in the county if there is one, and if there
is no newspaper published in the county, the ordinance shall be posted in a prominent-location
( at the board of supervisors' chambers within the 15-day period and remain posted thereafter
for at least one week. The local agency, at its option, may include in an ordinance.
reclassifying land either a brief description accompanied by a map of the boundaries of the
property, as recited in the notice of hearing, or a complete metes and bounds description
accompanied by a map depicting the reclassified property and adjacent properties. Except
j for maps, any exhibit attached to and incorporated by reference in an ordinance need not be
published in its entirety if the publication lists all those exhibits by title or description and
includes a notation that a complete copy of each exhibit is on file with the clerk of the board
Y of supervisors and is available for public inspection and copying in that office in accordance
with the California Public Records Act, Chapter 3.5 (commencing with Section 6250) of
Division 7 of Title 1. A certificate of the clerk of the board of supervisors or order entered in
the minutes of the board that the ordinance has been duly published or posted is prima facie
proof of the publication or posting.
(b) The publication or posting of ordinances, as required by subdivision (a), may be
satisfied I by either of the following actions: -
(1) The county board of supervisors may publish a summary of a proposed ordinance or
proposed amendment to an existing ordinance. The summary shall be prepared by an official
designated by the,board of supervisors. A summary shall be published and a certified copy
of the full text of the proposed ordinance or proposed amendment shall be posted in the office
of the clerk of the board of supervisors at least five days prior to the board of supervisors
meeting at which the proposed ordinance or amendment or alteration thereto is to be
adopted. Within 15 days after-adoption of the ordinance or amendment, the board of
supervisors shall publish a summary of the ordinance or amendment with the names of those
supervisors voting for and against the ordinance or amendment and the clerk shall post in the
office of the clerk of the board of supervisors a certified copy of the full text of the adopted
A n
D9PM Wi C No. 2'5 '' {P. 1
McCUTCHEN,DO'YLE, BROWN & ENERSEN
SAN FRANCISCO COUNSELORS AT LAW wASMNGTON,D.C.
LOS ANGELES 1331 North California Boulevard TAIPEI
SAN JOSE Post Office Sox V AFA71,1,9TED OFFICES
WALNUT CREEK Walnut Creek, California 94596 BANGKOK
BEIJING
MLNLO PARK Telephone: (510) 937-8000 sz NCJ u
Facsimile: (510) 975-5390
Fax Cover Page
December 27, 1995
To: Ann Cervelli- Contra Costa County Board of Supervisors
fax: 510 646-1059 voice: 510 646-2371
From: Maria Rivera
fax: (510) 975-5390 voice: 975-5304
Number of pages (including this page): 3
For fax transmission problems,please call (510) 975-5386,
Message:
WARNING:
This fax is intended only for the recipient(s) named above. If you receive this fax by mistake, please telephone us (collect) at the
above voice number to let acs know of the error. If this fax contains privileged or otherwise legally protected information, disclosure
of the information to anyone other than the named recipient(s) is not aasthorixed, and you may not lawfully read, copy, or otherwise
use this fax unless you are a named recipient or a named recipient's authorized representative.
72272-031
9,P 111 MCCUTCIHEEN WA�
D�
McCUTCHEN, DOYLE, BROWN & ENERSEN
SAN FRANCISCO COUNSELORS AT LAW WASHINGTON. D.C.
LOS AN66665 14131 NQRTA CALIFORNIA BOULIEVARC) TAIPEI
SAN 408E POST OFFICE BOX V
WALNUT CACISK WALNUT CREEK,CALIPORNIA 94396 APPILIATED OrFIC-eg
MENLO PARK TELEPHONE(9105 937-0000 DANGKOK
FACSIMILE(iiQ)970-9390 BEIJIN',
December 27., 1995 SHANG?4Ai
DIRECT 01A:NUMBER
INTERNET
VIA FACSIMILE mrivera@mdba,corn
Ann Cervelli
Clerk of the Board
Contra Costa County Board of Supervisors
651 Pine Street
Martinez, CA 94553
Publication of Ordinances -- Gale Ranch
Dear Ms. Cervelli:
Pursuant to the provisions of Government Code Section 25124(a), amended
effective January 1, 1996, Shapell Industries requests publication on January Ist or 2nd, 1996 of
the ordinance adopting the Gale Ranch Development Agreement, together with the language
enclosed with this letter, Exhibit B to the Development Agreement should also be published as
required by the terms of the Statute.
Thank you for your assistance.
Very truly yours,
Maria P. Rivera
D 2?, 10-0, 12 4 1)F'M M C C TUT C TH T,N W C 2
Exhibit A, which is attached to the Ordinance and incorporated by reference, is a
"Development Agreement Between County of Contra Costa and Shapell Industries, Inc. Relating
To The Development Commonly Known As The Gale Ranch." A complete copy of this
Development Agreement, including all exhibits to the Development Agreement(described
below), is on file with the Clerk of the Board of Supervisors and is available for public
inspection and copying in that office in accordance with the California Public Records Act,
Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1.
The Development Agreement includes the following exhibits:
Exbihit A: A description of the real property that is subject to the
Development Agreement.
E&hihiLB: The following map, which identifies certain responsibilities of
Windemere Ranch Partners and Shapell Industries with respect to the construction of certain road
improvements as more fully set forth in the Development Agreement:
[Publish Exhibit B to Development Agreement]
AbjWt-Cd.- : A description of certain traffic improvements that may be required
to be funded by Windemere Ranch Partners or Shapell Industries as set forth more fully in the
Development Agreement,which traffic improvements are referred to as the"Initial Project
Traffic Improvements,"
Exhibit -1 A description of certain-additional traffic improvements that may
be required to be funded in part by Windemere Ranch Partners or Shapell Industries as set forth
more fully in the Development Agreement, which traffic improvements are referred to as the
"Additional Project Traffic Improvements."
ExhibiLQ_3-3: A description of the allocation of the costs of construction of
certain of the Additional Project Traffic Improvements.
Exh"b ,D-Unaluding A=Qlm"i A): A description of the Dougherty Valley
Community Facilities Fee required to be paid pursuant to the terms and provisions of the
Development Agreement.
Exhibit A. which is attached to the Ordinance and incorporated by reference,is a
"Development Agreement Between County of Contra Costa and Shapell Industries,Inc.Relating
' To The Development Commonly Known As The Gale Ranch." A complete copy of this
Development Agreement, including all exhibits to the Development Agreement(described
below),is on file with the Clerk of the Board.of Supervisors and is available for public
inspection and copying in that office in accordance with the California Public Records Act,
Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1.
The Development Agreement includes the following exhibits:
Et : A description of the real property that is subject to the
Development Agreement.
ExhihitB: The following map,which identifies certain responsibilities of
Windemere Ranch Partners and Shapell Industries with respect to the construction of certain road
improvements as more fully set forth in the Development Agreement:
[Publish Exhibit B to Development Agreement.]
Exhibit C-L A description of certain traffic improvements that may be required
to be funded by Windemere Ranch Partners or Shapell Industries as set forth more fully in the
Development Agreement,which traffic improvements are referred to as the"Initial project
Traffic Improvements."
1✓ hilZil.C: A description of certain additional traffic improvements that may
be required to be funded in part by Windemere Ranch Partners or Shapell Industries as set forth
more fully in the Development Agreement; which traffic improvements are referred to as the
"Additional Project Traffic Improvements."
Exhibit C•3; A description of the allocation of the costs of construction of
certain of the Additional Project Traffic Improvements.
Exhibit_D (iIl lc tiding AAUhmenx A): A description of tate Dougherty Valley
Community Facilities Fee required to be paid pursuant to the terms and provisions of the
Development Agreement,
•
i
1
1995-1996 REGULAR SESSION Ch. 23, § 1
COUNTIES—ORDINANCES—PUBLICATION OR POSTING
CHAPTER 23
A.B. No. ago
AN ACT to amend Section 25124 of the Government Code, rela#ina to county ordinances.
(Approved by Governor June 15, 1995.1
a
(Filed with Secretary of State June 1b, 1995.1
LEGISLATIVE COUNSEL'S DIGEST
AB 890, House. County ordinances,
Existing law spedfias the manner of publication or posting of ordinances or summaries
thereof, enacted or amended by a county board of supervisors. Various duties in thle regard
are imposed upon the county clerk.
This bill would specify that, except for maps,'any exhibit attached to and incorporated by
reference in an ordinance need not be published in its entirety if the publication lists the
exhibits and includes a notation that a complete copy of each exhibit is on file with the clerk
and is available for inspection and copying as a public record.
The people of thg State of California do enact w follows.
SECTION 1. Section 26124 of the Government Code is amended to read:
25124. (a) Except as provided in subdivision(c),before the expiration of 15 days after the
passage of an ordinance it shall be published once,with the namea of the members voting for
and against the ordinance,in a newspaper published in the county if there is one, and if there
is no newspaper published in the county,the ordinance shall be posted in a prominent location
at the board of supervisors' chambers within the 15-day period and remain posted thereafter
for at least one week The local agency, at its option, may include in an ordinance
reclassifying land either a brief description accompanied by a map of the boundaries of the
property, as recited in the notice of hearing, or a complete metes and bounds description
accompanied by a map depicting the reelasaified property and adjacent properties. Except
for maps, exhibit attached to and incorporated by,reforence in an ordinance need not be
RstQhed In its entire e publication lists aH those exhibita b e or eesscripbon an
Includes a notation at a com ete co a exhibit is6i on ,Me w��t1,�k of the board
of supervisors and is availabis for Rublic inpection and copyin in that office in accordance
with e California Public Record '" Cha ter 3.6 Co ens etionOW o
Division 7 ofMtle 1. A oertificate'ofthe dark of the board of supervisors or order entered in
e minutes of—ffi—eBoard that the ordinance has been duly published or posted is prima facie
proof of the publication or posting.-
(b) The publication or posting of ordinances, as required by subdivision (a), may be
satisfied by either of the following actions:
(1) The county board of supervisors may publish a summary of a proposed ordinance or
proposed amendment to an existing ordinance, The summary shall be prepared by an'official
designated by the board of supervisors. A summary shall be published and a certified copy
of the full text of tlis proposed ordinance or proposed amendment shall be posted in the office
of the clerk of the board of supervisors at least five days prior to the board of supervisors
meeting at which the proposed ordinance or amendment or alteration thereto is to be
adopted. Within 15 days after adoption of the ordinance or amendment, the board of
supervisors shall publish a summary of the ordinance or amendment with the names of those
supervisors voting for and against the ordinance or amendment and the clerk shall poet in the
office of the clerk of the board of ouperAsore a certified copy of the frill text of the adopted
Mdldons or changes Indleated by underline; deletions by asterisks ° • • 49
2 Cal.Le9.$0-v.'95-4
McCUTCHEN,DOYLE,BROWN&ENERSEN
SAN FRANCISCOCOiJNSELCRS AT LAW WASHINGTON,D.C.
LOS ANGELES 1331 North California Boulevard _ _TAIPEI
SAN JOSE Post Office BOX V AFFJLLiTED 0.rFICE4
WALNUT CREEK Walnut Creek, California 94596 BANGKOK
BEIJING
MENLO PARK Telephone: (510) 937-8000 SHANGHAI
Facsimile: (510) 975-5390
Fax Cover Page
December 27, 1995
To: Mr. Dennis Barry -Community Development Department
fax: 510 646-2254 voice; 510 646-203
Ann Cervelli - Contra Costa County Board of Supervisors
fax: 510 646-1059 voice: 510 646-2371
From: Maria P. Rivera
fax: (510) 975-5390 voice:
Number of pages (including this page): X
For fax transmission problems, please call (510) 975-5386.
Message:
WARNING;
This far is intended only for the recipients) named above. If you receive this fax by mistake, please telephone us (collect) at the
above voice number to let us know of the error. lfthis fax contains privileged or otherwise legally protected information, disclosure
of the information to anyone other than the named recipient(s) is not authorized, and you may not lawfully read, copy, or otherwise
use this fax unless you are a named recipient or a named recipient's authorized representative.
72272-031
?jl '1 11 "6 'old 11-011 THF11i,I.II'ta'"111 'LG "J (:
DEC' 27 '95 02:26PM MG FO WALNUT CREEK P.3/3
Exhibit A to the above-referenced ordinance is the Development Agreement By
And Between The County Of Contra Costa And Windemere Ranch Partners (the
"Development Agreement." A complete copy of the Development Agreement, including
all exhibits to the Development Agreement (described below), is on file with the Clerk of
the Board of Supervisors and is available for public inspection and copying in that office in
accordance with the California Public Records Act, Chapter.3.5 (commencing with
Section 6250.) of Division 7 of Title 1.
The Development Agreement includes the following six exhibits_
Exhibit A: A description of the real property that is subject to the Development
Agreement, including the following maps:
[Insert mcaps included in Exhibit A to Windemere Development Agreement.]
Exhibit.B: The following map, which identifies certain responsibilities of
Windemere Ranch Partners and Shapell Industries with respect to the construction of
certain road improvements as more fully set forth in the Development Agreement:
[In.gert Lxhibit B to Windermere Development Agreement.]
Exhibit C-l: A description of certain traffic improvements that ma_y be required to
be funded by Windemere Ranch Partners or Shapell Industries as set forth more fully in
the Development.Agreement, which traffic improvements are referred to as the "Initial
Project Traffic Improvements."
Exhibit C-2: A description of certain additional traffic improvements that may be
required to be funded in part by Windemere Ranch Partners or Shapell Industries as set
forth more fully in the Development Agreement, which traffic improvements are referred
to as the "Additional Project Traffic Improvements."
Exhibit C-3: A description of the allocation of the costs of construction of certain
of the Additional Project Traffic Improvements.
Exhibit D (including Attachment A): A description of the Dougherty Valley
Community Facilities Fee required to be paid pursuant to the terms and provisions,of the
Development Agreement.
wr-3620
DEC: E7 '95 02:25PM MO FO WALNUT CREEL: P. 1/3
MORRISON & FOERSTER
Attorneys at Law RECEIVED
101 'Ygnacio Valley Road, Suite 450
P.O. Boa: 8130 2 7 I�
Walnut Creek, California 94596-8130 MG
Telephone: (510) 295-3300
Facsimile: 510' 946-9912 CLERK BOARD OF SUPERVI';f- - a
CONTRA COSTA CC
To:
Morrison & Foerster Office:
❑ Brussels ❑ London ❑ Orange County ❑ San Francisco ❑ Walnut Creek
❑ Denver ❑ Los Angeles ❑ Palo Alto ❑ Seattle ❑ Washington, D.C.
❑ Hong long ❑ New'York ❑ Sacramento ❑ Tokyo
To: Ms. Ann Cervella/Ms. Jeanne Maglio Facsimile: (510) 646-1059
Clerk of the Board of Supervisors
Contra Costa County phone:
To: Mr. Daniel Coleman Facsimile: (510) 933-1404
Chapman & Wilson, Inc. Phone: (510) 933-1405
To: Ms. Maria P, Rivera Facsimile: (510) 975-5390
McCutchen, Doyle Brown& Enersen Phone: (5 h0) 937-8000
Prepaser of this slip has confirmed that facsimile number given is correct: / (coi-Op4 %initials)
From: R, Clark Morrison Date: December 27, 1995
We are transmitting a total of-3- pages (including this page).
Original or hard copy to follow if this box is checked ❑.
If you do not receive all pages, please call as soon as possible (510) 295-3317.
This facsimile contains confidential information which may also be privileged. Unless you are the addressee
(or authorized to receive for the addressee),you may not copy, use, or distribute it. If you have received it in
error, please advise Morrison & Foerster immediately by telephone or facsimile and return it promptly by
mail.
Comments:
95811676917
DEC 27 '95 tic:2GPP'1 MO FO WALNUT CREEK P.2/3
MORRISON & FOERSTER
SAN FRANCISCO ATTORNEYS AT LAW NEW YORK
LOS ANGELES WASHINGTON, D.C.
SACRAMENTO PLEASE RESPOND TO: DENVER
ORANGE COUNTY P. O. BOX 8130 LONDON
PALO ALTO WALNUT CREEK, CA 94596-8136 BRUSSELS
SEATTLE HONG KONG
101 YGNACIO VALLEY ROAD, SUITE 450 TOKYO
WALNUT CREEK, CA 94596-4095
TELEPHONE (510)295-3300
DIRECT DIAL NUMBER
TELEFACSIMILE (510)946.9912 (510) 295-3317
December 27, 1995
By Fi1csimile
Ms. Arun Cervella
Ms. Jeanne Maglio
Clerk of the Board of Supervisors
:ontra Costa County
651 Pine Street
Martinez, CA 94553
Re: Publication of ordinance adopting development agreement
Ms, Cervella and Ms. Maglio:
Attached is suggested language for the publication of the ordinance adopting the
Windemere development agreement. This should be included in the publication
following the text of the ordinance itself.
If the Times has any problems with the clarity of any of the maps included in
Exhibit A or Exhibit B, please let me know and I will ask Wiudemere to deliver better
copies to you as soon as possible.
Very truly}lours.
R. Clark Morrison
cc: Dan Coleman
Heather Lee
Maria Rivera
we-3624
REVISED t.£=s _
..... Contra
TO: BOARD OF SUPERVISORS Costa
FROM: HARVEY E. BRAGDON "=
3 County
DIRECTOR OF COMMUNITY DEVELOPMENT
DATE: December 12, 1995 sr �6orir�cJ
SUBJECT: Hearings on Rezoning with Preliminary Development Plans 2992-RZ and
2993-RZ, and Development Agreements Proposed by Windemere and Shapell
Industries in the Dougherty Valley Area
SPECIFIC REQUEST(S) OR RECOMMENDATION(S) &BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
1. Accept the Addendum to the Final Environmental Impact Report
and the Final Environmental Impact Report prepared for the
Dougherty Valley Specific Plan, as being adequate for purposes
of compliance with CEQA.
2. Adopt the Mitigation Monitoring Program as prepared for this
project.
3. Approve Rezoning 2992-RZ and 2993-RZ with Conditions of
Approval as recommended by the County Planning Commission and
with the modifications recommended by staff.
4. Approve the Findings contained in Resolutions 70-1992 and 71-
1992 as the basis for the Board's action.
5. Introduce the ordinance giving effect to Rezoning 2992-RZ and
2993-RZ, waive reading and adopt.
6. Find the attached development agreements are consistent with
the County General Plan, Dougherty Valley Specific _Plan and
the Settlement Agreement between Contra Costa County, the City
of San Ramon, Town of Danville, and Developers .to settle' the
claims brought by San Ramon and Danville on the DVSP. i
CONTINUED ON ATTACHMENT: _X_ YES SIGNATURENb, k,
_ RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMIT EE
_ APPROVE OTHER
SIGNATURE(S) :
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER _
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
_ UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Contact:Debbie Chamberlain - 646-2031
Orig: Community Development Department ATTESTED
cc: Public Works PHIL BATCHELOR, CLERK OF
Shapell Industries THE BOARD OF SUPERVISORS
Windemere Ranch Partners AND COUNTY ADMINISTRATOR
Town of Danville
City of San Ramon BY , DEPUTY
A
2.
8. Introduce the ordinance giving effect to Development
Agreements 1117 and #118, waive reading and adopt.
9. Authorize the Director of Community Development to sign and
execute the agreements after they have been duly signed by
Windemere Ranch Partners and Shapell Industries.*
10. Direct staff to file a Notice of Determination with the
county Clerk.
FISCAL IMPACT
None.
BACKGROUND/REASONS FOR RECOMMENDATTONE
The Board of Supervisors on December 22, 1992 certified the Final
Environmental, Impact ("FEIRII) , which is a tiered FEIR and
addressed policy-level planning decisions, including a General
Plan Amendment, Specific Plan, rezonings with preliminary
development plans and development agreements. The Board further
approved the General Plan Amendment and Specific Plan.
Concurrently, the Board closed the public hearing and continued
the rezonings, preliminary development plans and development.
agreements. Subsequently, lawsuits were filed challenging the
validity of the Environmental Impact Report and planning
approvals. These items have been continued numerous times to
complete settlement discussions with the City of San Ramon and
Town of Danville, City of Walnut Creek, City of Pleasanton, Alamo
Improvement Association, East Bay Municipal Utility District, and
the Non-Governmental Organizations.. All of the lawsuits have been
settled as of October 12, 1995.
The Dougherty Valley Oversight Committee (11DVOC11) met on October
6, 1995 and October 20, 1995 to discuss the deferred rezoning with
preliminary development plan applications and the pending
- development agreements. The, DVOC voted to recommend; approval of
the applications to the Board of Supervisors with modifications to
Conditions of Approval #1 and #4. Condition of Approval #1 has
been added to ensure the project's consistency with the San Ramon,
Settlement Agreement. Condition of Approval #4 requires the
developersto dedicate certain lands under their control which are
considered "Master Improvements" when deemed necessary by the
County. The requirement to dedicate lands designated as open
space has been included. With the two noted modifications, the
rezonings and preliminary development plan applications as
presented, are unchanged from the Planning Commission
recommendation of December 1, 1992 and December 2, 1992.
The development agreements are presented with minor modifications
to acknowledge settlement of the lawsuits related to the Dougherty
Valley Specific Plan and to identify certain procedures and
standards that will apply to the County's consideration and
approval of applications in the Dougherty Valley. The agreements
have also been updated to recognize the Joint Exercise of Powers
Agreement (11JEPA11) currently being completed and completion of the
Community Facilities Fee. The JEPA is an agreement between the
County, City of San Ramon, and the Town of Danville to provide a
mechanism for collection of traffic impact fees from development
projects in the three jurisdictions.' The Community Facilities Fee
will ensure timely construction of the facilities as required by
the San Ramon Settlement Agreement. As presented, the development
agreements have the recommendation of the DVOC.
3.
The development agreements were reviewed by the Zoning
Administrator when they were first introduced at which time the
findings required by Board Resolution No. 85/412 were made. There
were no revisions to the development agreements pertinent to those
findings; accordingly, there was no need for additional review by
the Zoning Administrator.
Further Environmental Review
Staff has determined that the Final Environmental Impact report
prepared for the Dougherty Valley Specific Plan is complete and
adequate to serve as the environmental document for the Board's
action. The rezoning with preliminary development plans
applications and the development agreements are within the scope
of the EIR because they do not contain any provisions for new
development that were not set forth in the Dougherty Valley
Specific Plan nor do they alter in any significant way the
proposed land uses described in the Dougherty Valley Specific
Plan. Staff finds none of the criteria which would require
preparation of a subsequent or supplemental EIR as defined in
Public Resources Code Section 21166 and in Section 15162 of the
CEQA Guidelines exist in this situation. An Addendum has been
prepared to provide an explanation for the decision and to clarify
and update the information in the original approval and EIR. __The
Addendum demonstrates that there have been no changes to the
project, no changes in circumstances under which the project is
being undertaken and no new information that would require major
revisions in the environmental impact report.
Clarification of Recommendation
The original Board Order requested the Board adopt the ordinance
giving effect to the rezoning request. Since the rezonings 'are
presented at a noticed public hearing, the Board may waive ;the
second reading and adopt the ordinance authorizing the rezoning
applications in the same meeting.
Staff recommends the Board introduce the ordinance giving effect
to_the Rezoning 2992-RZ and 2993-RZ, waive reading and adopt.
DJC/aa
BDVIII/2992-RZ.DJC
.v i p. 11 '95 171:16 CITY OF DUBLIN 92 FAX 510-533-6628 �. 1
sa / rte}
CITE' OF DUBLIN
`, yam. //1 �FYw�w —r rwa. vw.�rrYM��rr� ww1M� r� ..��'�.ww•y.•�•
S .J1•I
,. .,�.»! P.C. Box 2340. Uur*n, Car(Gtnia 94558 • Ctt
�r= 1��"�. y Offices. 100 Clvic Placa, Dunbn, Caldornia 94668
December 11, 1985
Gayle Bishop, Chairperson
Board of Supervisors
Contra Costa County
651 Pine Street, Rm 108
Martinez CA 84553
SUBJECT: Board of Supervisors December 14, 1905, Agenda Items D11 and D12
for the Dougherty Valley Development Project
Honorable Gayle Bishop;
The City of Dublin has received a copy of Contra Coste County's draft language for the Terms
of Agreement for the Dougherty Valley development. We would like to congratulate you, the
Board of Supervisors, and the Staff of Contra Costa County for your accomplishment in bringing
this project to fruition after all of the controversy that was generated.
The draft Dublin traffic mitigation for the Dougherty Valley Development Agreement is
acceptable to the City of Dublin, with the exception of the provision for a development Impact
fee not to exceed $490 per residential unit and It County, Developer and the City of Dublin are
unable to arrive at a mutually acceptable fee within six months following the effective date, then
County and Developer may themselves determine the amount of such fee.
The City of Dublin's concern is that if the amount of$490 per unit Is not sufficient to construct
the road system necessary to mitigate the impacts from the Dougherty Valley projects, Dublin
cannot require that Dublin's developers ,pay the shortfall. We are asking that this wording be
deleted from the Agreement and replaced by a statement that Dougherty Valley developments
are to pay their share of traffic mitigation as mutually acceptable to Contra Costa County and
the City of Dublin. This fee should also include improvements to freeway interchanges
necessitated by the impacts.
As you know, Dublin was the only jurisdiction in the Tri-Valley area to cooperate with Contra
Costa County in allowing the City's road system to be used by County developments with the
condition that Contra Costa County developers be required to pay a Traffic Impact Fee and/or
widen roads and interchanges that will be impacted by the County's development. However, if
Lublin does not receive adequate fees, the City will not be able to widen arterial roads to
accommodate Dougherty Valley or any other County developments.
AW"Imisirmion (510)833.6$60 • City Councit (510)833.6605 - Finonow (510)833.6640 - Building tnspoolton (510)833.6698
code Entorppm*nt (510)8336620 . [ng;PPOrin,, (510)633.6630 • Parks&Community Service (510)833.6645
TEL No . Dec 12 ,95 8 :37 No . 001 P .03
Dec. 11 '95 17:19 CITY OF DUBLIN 42 FAX 510^833-6626 P. 2
Y
12/11/95
Supv. Gayle Bishop
Terms of Agreement
Page 2,
This would have a negative impact on road systems in the Town of Danville, the City of San
Ramon, and In Contra Costa County as congestion in Dublin would reroute some of the project
traffic. It could also cause Contra Costa County to be in violation of Measure 'C' requirements
and the Dougherty Valley Environmental Impact Report. The Tri-Valley Transportation Council
is in the process of updating its traffic model, and it is hoped that a mutually agreeable
mitigation fee can be arrived at in the next six months. But, if events owur to delay the fee
estimate that are beyond Dublin's control, Dublin should not be penalized by being excluded
from negotiations to determine a flee.
The City of Dublin would like to take this opportunity to request'that the Contra Costa County
Board of Supervisors take these concerns into consideration. The City appreciates the efforts
of Contra Costa County Staff, particularly Mitch Avalon and Steve Goetz, in working with Dublin
Staff on these issues and perpetuating the beneficial relationship enjoyed in the pest by our
jurisdictions.
Sincerely,
Lee S. Thompson
Public Works Director
LST/mb
cc: Millie Greenberg, Mayor, Town of Danville
Curt Kinney, Mayor, San Ramon
Mitch Avalon, Contra Costes County
p:lcorrrosYnslccxap�ndA
E_-fin
• o�
•- _� - Contra
TO: BOARD OF SUPERVISORS 0:1 `% Costa
s County
FROM: HARVEY E. BRAGDON
DIRECTOR OF COMMUNITY DEVELOPMENT
S�A`COUF'�'GP'
DATE: December 12 , 1995
SUBJECT: Hearings on Rezoning with Preliminary Development Plans 2992-RZ and
2993-RZ, and Development Agreements Proposed by Windemere and Shapell
Industries in the Dougherty Valley Area
SPECIFIC REQUEST(S) OR RECOMMENDATIONS) & BACKGROUND AND JUSTIFICATION
RECOMMENDATIONS
1. Accept the Addendum to the Final Environmental Impact Report
and the Final Environmental Impact Report prepared for the
Dougherty Valley Specific Plan, as being adequate for purposes
of compliance with CEQA.
2 . Adopt the Mitigation Monitoring Program as prepared for this
project.
3 . Approve Rezoning 2992-RZ and 2993-RZ with Conditions of
Approval as recommended by the County Planning Commission and
with the modifications recommended by staff.
4 . Approve the Findings contained in Resolutions 70-1992 and 71-
1992 as the . basis for the Board's action.
5. Introduce the ordinance giving effect to Rezoning 2992-RZ and
2993-RZ, waive reading and set date for adoption.
6. i Find the attached development agreements are consistent with
the County General Plan, Dougherty Valley Specific Plan and
the Settlement Agreement between Contra Costa County, the City
of San Ramon, Town of Danville, and Developers to settle the
claims brought by San Ramon and Danville on the DVSP.
CONTINUED ON ATTACHMENT: X YES SIGNATURE
RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITT E
APPROVE OTHER
SIGNATURE(S) :
ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER
VOTE OF SUPERVISORS
I HEREBY CERTIFY THAT THIS IS A
UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN
AYES: NOES: ACTION TAKEN AND ENTERED ON THE
ABSENT: ABSTAIN: MINUTES OF THE BOARD OF
SUPERVISORS ON THE DATE SHOWN.
Contact:Debbie Chamberlain - 646-2031
Orig: Community Development Department ATTESTED
cc: Public Works PHIL BATCHELOR, CLERK OF
Shapell Industries THE BOARD OF SUPERVISORS
Windemere Ranch Partners AND COUNTY ADMINISTRATOR
Town of Danville
City of San Ramon By
DEPUTY
2 .
8 . Introduce the ordinance giving effect to Development
Agreements #117 and #118 , waive reading and set date for
adoption of same.
9 . Authorize the Director of Community Development to sign and
execute the agreements after they have been duly signed by
Windemere Ranch Partners and Shapell Industries.
10. Direct staff to file a Notice of Determination with the
County Clerk.
FISCAL IMPACT
None.
BACKGROUND/REASONS FOR RECOMMENDATIONS
The Board of Supervisors on December 22 , 1992 certified the Final
Environmental Impact ("FEIR") , which is a tiered FEIR and
addressed policy-level planning decisions, including a General
Plan Amendment, Specific Plan, rezonings with preliminary
development plans and development agreements. The Board further
approved the General Plan Amendment and Specific Plan.
Concurrently, the Board closed the public hearing and continued
the rezonings, preliminary development plans and development
agreements. ! Subsequently, lawsuits were filed challenging the
validity of the Environmental Impact Report and planning
approvals. These items have been continued numerous times to
complete settlement discussions with the City of San Ramon and
Town of Danville, City of Walnut Creek, City of Pleasanton, Alamo
Improvement Association, East Bay Municipal Utility District, and
the Non-Governmental Organizations. All of the lawsuits have been
settled as of October 12 , 1995 .
The Dougherty Valley Oversight Committee ("DVOC") met on October
6, 1995 and October 20, 1995 to discuss the deferred rezoning with
preliminary development plan applications and the pending
development agreements. The DVOC voted to recommend approval of
the applications to the Board of Supervisors with modifications to
Conditions of Approval #1 and #4 . Condition of Approval #1 has
been added to ensure the project's consistency with the San Ramon
Settlement Agreement. Condition of Approval #4 requires the
developers to dedicate certain lands under their control which are
considered "Master Improvements" when deemed necessary by the
County. The requirement to dedicate lands designated as open
space has been included. With the two noted modifications, the
rezonings and preliminary development plan applications as
presented, are unchanged from the Planning Commission
recommendation of December 1, 1992 and December 2 , 1992 .
The development agreements are presented with minor modifications
to acknowledge settlement of the lawsuits related to the Dougherty
Valley Specific Plan and to identify certain procedures and
standards that will apply to the County' s consideration and
approval of applications in the Dougherty Valley. The agreements
have also been updated to recognize the Joint Exercise of Powers
Agreement ("JEPA") currently being completed and completion of the
Community Facilities . Fee. The JEPA is an agreement between the
County, City of San Ramon, and the Town of Danville to provide a
mechanism for collection of traffic impact fees from development
projects in the three jurisdictions. The Community Facilities Fee
will ensure timely construction of the facilities as required by
the San Ramon Settlement Agreement. As presented, the development
agreements have the recommendation of the DVOC.
3 .
The development agreements were reviewed by the Zoning
Administrator when they were first introduced at which time the
findings required by Board Resolution No. 85/412 were made. There
were no revisions to the development agreements pertinent to those
findings; accordingly, there was no need for additional review by
the Zoning Administrator.
Further Environmental Review
Staff has determined that the Final Environmental Impact report
prepared for the Dougherty Valley Specific Plan is complete
and adequate to serve as the environmental document for the
Board' s action. The rezoning with preliminary development plans
applications and the development agreements are within the scope
of the EIR because they do not contain any provisions for new
development that were not set forth in the Dougherty Valley
Specific Plan nor do they alter in any significant way the
proposed land uses described in the Dougherty Valley Specific
Plan. Staff finds none of the criteria which would require
preparation of a subsequent or supplemental EIR as defined in
Public Resources Code Section 21166 and in Section 15162 of the
CEQA Guidelines exist in this situation. An Addendum has been
prepared to provide an explanation for the decision and to clarify
and update the information in the original approval and EIR. The
Addendum demonstrates that there have been no changes to the
project, no ;'changes in circumstances under which the project is
being undertaken and no new information that would require major
revisions in the environmental impact report.
DJC'/aa
BDVIII/2992-RZ.DJC
DEC-12-95 ~,13 : 23 FROM=JMG DANVILLE ID= PAGE 2/2
. 1
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ADDENDUM TO ENVIRONMENTAL IMPACT REPORT FOR THE
DOUGHERTY VALLEY GENERAL PLAN AMENDMENT, SPECIFIC
PLAN AND IMPLEMENTING ENTITLEMENTS (COUNTY FILE NO.
2-91-SR; STATE CLEARINGHOUSE NUMBER 91053014).
z
I. INTRODUCTION AND SUMMARY
A. Background.
On December 22, 1992, the Board of Supervisors (°Board") of Contra Costa
County ("County") approved the Dougherty Valley General Plan Amendment ("General Plan
Amendment") and the Dougherty Valley Specific Plan.("Specific. Plan"). The Specific Plan and
General Plan are collectively referenced as the"Dougherty Valley Plan!
The subject of the Dougherty Valley Plan is 5,979 acres of unimproved land in
the unincorporated area of Contra Costa County, located.generally adjacent to the City of San
Ramon ("Planning Area"). Shapell Industries, Inc. ("Shapell") owns approximately 2,708 acres
of the Dougherty Valley Planning Area, a property formerly known as Gale Ranch ("Gale Ranch
Site"). Windemere Ranch Partners ("Windemere") owns approximately 2,379 acres
("Windemere Site"). The remaining 892 acres is owned by the United States Army and is used
as a reserve forces training area ("Camp Parks").
In November, 1990 the voters of Contra Costa County adopted Measure C,
which established an Urban Limit Line delineating the Contra Costa County 65/35 Land.
Preservation Plan border. With minor exceptions the property is located inside the Urban Limit
Line.
Prior to the Board's approval of the Dougherty Valley Plan, the Gale Ranch Site
and .the Windemere Site were designated by the County's General Plan for agricultural uses
and were also zoned for such uses. The General Plan Amendment redesignated the
_.-Dougherty Valley Planning Area to plan for urban uses. The Specific Plan provides guidance
regarding the development of the Dougherty Valley Planning Area consistent with the County's
General Plan as amended by the General Plan Amendment.
The proposal to develop the Dougherty Valley pursuant to the Dougherty Valley
Plan was the subject of an environmental impact report ("EIR") prepared and certified pursuant
to the California Environmental Quality Act, Public Resources Code § 21000 et seq. ("CEQA").
Certification of the EIR occurred together with the adoption of the Dougherty Valley Plan.
These. approvals were challenged in court by the East Bay Municipal Water District, several
cities, and a number of neighborhood and environmental groups. Ultimately, however, all of the
cases were resolved by settlement agreements. By their terms, the lawsuits were dismissed
with the result that the 1992 approvals (Dougherty Valley Plan and EIR) remain in full force and
effect.
r
B. Scope of the 1992 EIR
.r As noted above, the proposal to develop the Dougherty Valley was the subject of
a comprehensive EIR. When that EIR was prepared, the County was considering several
proposed planning actions relating to the Planning Area, i.e., the General Plan Amendment,
Specific Plan, rezonings, preliminary development plans and development agreements
("Planning Actions"). Accordingly, the EIR was prepared with sufficient specificity to address
the various proposed Planning Actions to the extent reasonably feasible, but stated that further
environmental review, based on the EIR, may be required for the subsequent detailed land use
approvals necessary for the development of the Planning Area, such as final development
plans, tentative subdivision maps and other discretionary actions (°En itlements"). Final EIR,
Volume 1, page A-2.
As required by CEQA, the Board adopted extensive findings in connection with
the Dougherty Valley Plan regarding its potentially significant impacts, potential mitigation
measures and alternatives and overriding considerations that justified approval of the
Dougherty Valley Plan notwithstanding its unmitigable impacts ("Findings"). The Findings
reflected the statements in the EIR regarding the need for further environmental review of the
Entitlements and also suggested that further review might be required of the Planning Actions
that were not adopted by the Board when the Dougherty Valley Plan was approved. This
Addendum describes the further environmental review performed by the County of those
remaining Planning Actions.
C. Decisions Now Before the County.
As discussed in Section LA and B of this memorandum, Shapell and Windemere
.had applied for rezonings, preliminary development plans and development agreements for
both the Gale Ranch Site and the Windemere Site prior to the approval of the Dougherty Valley
- -Plan. These additional Planning Actions were the subject of a joint hearing by the San Ramon
Valley Planning Commission and the County Planning Commission. The Commission
recommended approval of the Actions. These Actions were pending before the Board when the
trial court issued its decision in the legal challenges described above. As a result, the items
were continued indefinitely pending resolution of the lawsuits. These Planning Actions have
--now been restored to the Board's agenda.
In considering the rezonings, preliminary development plans and development
agreements, the County is required by CEQA and the terms of its approval of the Dougherty
Valley Plan to consider whether a supplemental or subsequent EIR is required. As discussed in
Section LA of this Addendum, the EIR was prepared to be sufficiently specific to serve as the
environmental document. for all of the Planning Actions. The rezonings, preliminary
development plans and development agreements are within the scope of the EIR because they
do not contain any provisions for new development that were not set forth in the Dougherty
Valley Plan nor do they alter in any significant way the proposed land uses described in the
Dougherty Valley Plan.
3
CEQA requires the preparation of a subsequent or supplemental EIR only if one y
of the following criteria has been met:
1. Substantial changes are proposed in the project which will require major
revisions of the previous EIR due to the involvement of new significant environmental effects or
a substantial increase in the severity of previously identified significant effects;
2. Substantial changes have occurred with respect to the circumstances
under which the project will be undertaken, which will require major revisions in the EIR due to
the involvement of new significant effects or a substantial increase in the severity of previously
identified significant effects, or
3. New information of substantial importance, which was not known and
could not have been known with the exercise of reasonable diligence at the time the previous
EIR was certified as complete, shows any of the following:
(1) The project.will have one or more significant effects not discussed
in the previous EIR;
(2) Significant effects previously examined will be substantially more
severe than shown in the previous EIR;
(3) Mitigation measures .or alternatives previously found not to be
feasible would in fact be feasible and would substantially reduce one or
more of the significant effects of the project, but the project proponents
decline to adopt the mitigation measure or alternative; or
(4) Mitigation measures or alternatives which are considerably different
from thoseanalyzed in the previous EIR would substantially reduce one
-- or more significant effects on the environment, but the project proponents
decline to adopt the mitigation measure or alternative.
The County has considered whether any of the foregoing criteria have been met
since the Dougherty Valley Plan was approved on December 22, 1992 and has concluded that
under those criteria, a supplemental or subsequent EIR is not required. Pursuant to CEQA
Guidelines Section 15164, this Addendum is adopted to provide an explanation for the decision
not to prepare a subsequent EIR pursuant to Section 15162, and also to clarify and update the
information in the original approval and EIR.
II. IMPACTS OF THE PLANNING ACTIONS
The first criterion for preparation of a subsequent or supplemental EIR has not
been met because the rezonings, preliminary development plans and development agreements
are based upon and consistent with the Dougherty Valley Plan. The primary change to the
proposed Planning Actions is the incorporation of provisions from the settlement agreements
into the development agreements, thus reflecting various commitments made by the
developers. The only physical changes to the project are (a) minor adjustments in location and
.use of the property, all within the parameters of and consistent with the Dougherty Valley Plan,
and (b) deletion of the property comprising Country Club at Gale Ranch, which has already
4
S ,
received its Planning Action approvals and Entitlements, in conformance with the Dougherty
Valley Plan (and which were essentially identical to the Planning Actions originally proposed for
that area).
The County's review therefore focused on whether either of the two remaining
criteria are present, Le: whether there has been a substantial change in circumstances or
whether there is previously unavailable new information of substantial importance within the
'meaning of CEQA. This section sets forth the County's conclusions with respect to each type
of impact previously identified by the EIR. In order to provide some context for these
conclusions, Exhibit A to this Addendum briefly summarizes the EIR's conclusions and
recommendations regarding these impacts, and the Board's actions relating thereto.
A. Land Use.
There have been no changes in circumstances or new information since
.December 22, 1992, indicating that significant new or substantially more severe. land use
impacts will occur than predicted in the EIR or that other mitigation measures or alternatives
would substantially reduce the impacts. Physical conditions surrounding the development of
the Planning Area were found by the Codnty to be the same as when the Dougherty Valley Plan
was approved. Various other development proposals in the region are in process; however,
these proposals are within the scope of the cumulative build-out analysis of the EIR and no new
significant cumulative impacts associated with the Dougherty Valley Plan are predicted because
of any new proposals.
B. Public Services and Utilities.
1. Wastewater Services.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to wastewater services than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
2. Potable Water.
Since December 22, 1992, there has been no change in circumstances or new
information to indicate that there will be significant new impacts or substantially more severe
impacts relating to potable water than those predicted in the EIR, or that there are further
mitigation measures or alternatives that should be considered to mitigate the impacts. The
Planning Actions include a requirement to designate the Dublin San Ramon Services District
rather than the East Bay Municipal Utility District as the preferred water provider outside of
Country Club at Gale Ranch and the adjacent school sites. However, this is not a substantial
change in the project and would not result in any significant new impacts or more severe
impacts than those previously identified in the EIR.
The EIR did find that the impacts relating to off-site water facilities were too
speculative to be assessed because of inadequate information regarding such facilities. This
information is still unavailable. Further environmental review would be required before the off-
site facilities could be approved.
5
i
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3. Recycled Water.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to recycled water than those predicted in the previous EIR, nor are there new mitigation
measures or alternatives which would substantially reduce the impacts.
4. Drainage.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to drainage than those predicted in the previous EIR, nor are there new mitigation
measures or alternatives which would substantially reduce the impacts.
5. Solid Waste.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to solid waste disposal than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
6. Law Enforcement.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to law enforcement services than those predicted in the previous EIR, nor are there
new mitigation measures or alternatives which would substantially reduce the impacts.
7. Fire Protection Services.
Since December 22, 1992, there.have been no changes in circumstances or new
information which would result in significant new impacts or substantially, more severe impacts
relating-to.fire protection services than those predicted in the previous EIR, nor are there new
------ ,mitigation measures or alternatives which would substantially reduce the impacts.
8. Educational Facilities.
Since December 22, 1992, there have been no changes in circumstances or new-
information
ewinformation which would result in significant new impacts or substantially more severe impacts
relating to educational facilities than those predicted in the previous EIR, nor are there, new
mitigation measures or alternatives which would substantially reduce the impacts.
9. Child Care Facilities.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts,
relating to child care facilities than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
6
. L
. 10. Parks and Recreational Facilities.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to parks and recreational facilities than those predicted in the previous EIR, nor are
there new mitigation measures or alternatives which would substantially reduce the impacts.
11. Library Facilities.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to library facilities than those predicted in the previous EIR, nor are there new mitigation
measures or alternatives which would substantially reduce the impacts.
C. Circulation.
There have .been no changes in circumstances or new information since
December 22, 1992 indicating that significant new impacts or substantially more severe impacts
relating to traffic and circulation will occur than predicted in the EIR or that other mitigation
measures or alternatives would substantially reduce the impact. None of the factual data upon
which the EIR's traffic study was based has changed.
The cumulative impacts identified in the EIR presume full buildout of all city and
county general plans and full realization of all general plan amendments in the Tri-Valley
subregion that were pending at the time that the Dougherty Valley Plan was approved. As
discussed in Section II:MA of this Addendum, the potential for cumulative development in the
subregion has changed somewhat since the certification of the EIR, but these changes do not
substantially affect the EIR's analysis, or require major revisions to the EIR.
D. Air Quality.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
-relating to air quality than those predicted in the previous EIR, nor are there new mitigation
measures or alternatives which would substantially reduce the impacts.
E. Noise.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to noise than those predicted in the previous EIR, nor are there new mitigation
measures or alternatives which would substantially reduce the impacts.
F. Soils and Geology.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to soils and geology than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
7
F
G. Hydrology and Water Quality.
Since December'22, 1992,there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to hydrology and water quality than those predicted in the previous EIR, nor are there _
new mitigation measures or alternatives which would substantially reduce the impacts.
H. Biological Resources.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to biological resources than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
I. Cultural Resources.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to cultural resources than those predicted in the previous EIR, nor are there new
mitigation measures or altematives which would substantially reduce the impacts.
J. Electromagnetic Fields.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to electromaagnetic fields than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
K. Visual Quality.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating;to visual,quality than those predicted in the previous EIR, nor are there new mitigation
--_measures,or alternatives which would substantially reduce the impacts.
L. Energy Conservation.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to energy conservation than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
M. Miscellaneous Impacts.
1. Short-Term Uses Versus Long-Term Productivity.
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new impacts or substantially more severe impacts
relating to short-term uses versus long term productivity than those predicted in the previous
8
EIR, nor are there new mitigation measures or alternatives which would substantially reduce the
impacts.
2. Significant Irreversible Environmental Changes.
There have been no changes in circumstances or new information since
December 22, 1992, indicating that new significant irreversible environmental changes will
'occur than predicted in the EIR.
3. Growth-Inducing Impacts of the Dougherty Valley
Project
Since December 22, 1992, there have been no changes in circumstances or new
information which would result in significant new growth-inducing impacts or substantially more
severe growth-inducing impacts than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
4. Significant Cumulative Impacts.
Since December 22, 1992, there have been no changes in circumstances or new
information which would .result in significant new cumulative impacts or substantially more
severe cumulative impacts than those predicted in the previous EIR, nor are there new
mitigation measures or alternatives which would substantially reduce the impacts.
The cumulative impact analysis of the EIR assumed a level of development
based on projected growth in the subregion. Since certification of the EIR, there have been
some changes to these projections, based on revisions to general plan amendment
applications, denials of proposed projects and revised forecasts of expected growth. These
changes do not require revisions to the EIR because the amount and general distribution of
growth and resulting impacts are expected to be substantially the same or less than that
predicted in the EIR.
III. CONCLUSION
The circumstances that would require the preparation of a subsequent or
supplemental EIR are not present because since December 22, 1992, there have been no
changes inthe the project, changes in circumstances or previously unavailable new information
indicating that the Planning Actions will have significant new impacts or substantially more
severe significant impacts than predicted in the EIR, or that new mitigation measures or
alternatives would substantially lessen the significant impacts of the Planning Actions.
9
I .
EXHIBIT A
IMPACTS, MITIGATION MEASURES AND
ALTERNATIVES ANALYZED IN THE EIR
This exhibit is provided for the purpose of summarizing the.findings made by the
County with respect to the previous EIR, and is included for background purposes only. It is
intended to provide a context within which to review the Addendum and its conclusions that
there are no significant, new or more severe impacts relating to the Planning Approvals. This
exhibit does not readopt, supersede or in any fashion replace the Findings and Statement,of
Overriding Considerations approved by the County in December 1992.
A. Land Use.
The EIR identified five project-specific potentially significant impacts relating to
land use and one potentially significant cumulative impact. These impacts are listed below:
1. Conversion of substantial portions of the County's stock of convertible
land to urban use;
2. Conversion of approximately 6,000 acres of non-prime but important
agricultural land to urban and open space uses (project specific and cumulative);
3. Potential internal land use incompatibility of residential land uses with
Camp Parks;
4. Potential incompatibility with adjacent land uses; and
5. Potential internal incompatibility of residential land uses with existing
electric transmission lines.
6. Cumulative loss of open space.
As recommended in the EIR, the County adopted mitigation measures in
connection with the approval of the Dougherty Valley Plan to address these impacts. Impact
Nos. 1, 2, 4 and 6 were found to be significant and unavoidable, for which overriding
considerations were adopted. The remaining impacts were found to be mitigated to a less than
significant level by the mitigation measures adopted by the County.
B. Public Services and Utilities.
1. Wastewater Services.
The EIR identified a potentially significant impact relating to the Dougherty Valley
Plan's need for collection and treatment of 2.5 to 3.1 million gallons per day of wastewater. As
recommended by the EIR, the County adopted mitigation measures in connection with the
approval of the Dougherty Valley Plan to reduce this impact to a less than significant level,
including annexation to the Central Contra Costa Sanitary District or another service provider.
The EIR indicated that the impacts of off-site wastewater facilities for the Dougherty Valley Plan
were too speculative to be assessed because of insufficient information regarding their design.
2. Potable Water.
The EIR. identified significant impacts relating to the need for distribution and
treatment of approximately 4.7 to 5.4 million gallons per day of potable water. . As
recommended in the EIR, the County adopted mitigation measures in connection with the
approval of the Dougherty Valley Plan to reduce the impacts. However, these impacts were
found to be significant and unavoidable, for which overriding considerations were adopted. The
EIR indicated that the impacts of off-site water facilities for the Dougherty Valley Plan were too
speculative to be assessed because of insufficient information regarding.their.design.
.3. Recycled Water.
The mitigation measures adopted for the Dougherty Valley potable water service
impacts include the use of recycled water where feasible. Implementation of this mitigation
measure would require approximately 1,100 gallons per minute of recycled water and a
recycled water distribution system. The EIR identified a significant impact relating to the need
-- -for.-recycled water facilities. As recommended in the EIR, the County adopted mitigation
measures for impacts relating to recycled water to reduce those impacts to a less than
significant level.
4. Drainage.
The EIR identified as potentially significant impacts the need for drainage
infrastructure to serve the Planning Area. As recommended in the EIR, the County adopted
mitigation measures to reduce this impact to a less than significant level.
5. Solid Waste.
The EIR identified potentially significant impacts relating to the generation of
approximately 25,000 tons of solid waste per year by the development of the Planning Area. As
recommended in the EIR, the County adopted mitigation measures in connection with the
approval of the Dougherty Valley Plan to reduce the Plan's solid waste impacts to a less than
significant level.
11
6. Law Enforcement.
The EIR identifiedpotentially significant impacts relating to the need for
approximately two California Highway Patrol positions and approximately five sheriffs deputies
with necessary equipment. As recommended in the EIR, the County adopted mitigation
measures in connection with the approval of the Dougherty Valley Plan to mitigate these
impacts to a less than significant level.
7. Fire Protection Services.
The EIR identified potentially significant impacts relating to the need for
additional fire stations and equipment and increased fire hazards. As recommended in the EIR,
the County adopted mitigation measures in connection with the approval of the Dougherty
Valley Plan to reduce these impacts to a less than significant level.
8. Educational Facilities.
The EIR identified potentially significant impacts relating to the need for
additional elementary school, middle school, high school and community college capacity. As
recommended in the EIR, the County adopted mitigation measures in connection with the
approval of the Dougherty Valley Plan to reduce the impact on elementary, middle and high
schools to a less than significant level. Mitigation of the need for community college facilities as
a part of this project was found to be infeasible, requiring future efforts of the Contra Costa
Community College District in conjunction with the County and the Cities of San Ramon and
Danville.
9. Childcare Facilities.
The EIR identified potentially significant impacts relating to the need for childcare
facilities. As recommended in the EIR, the County adopted mitigation measures in connection
with the approval of the Dougherty.Valley Plan to.reduce the.impacts to a less than significant
level.
10. Parks and Recreational Impacts.
The EIR identified potentially significant impacts relating to the need for
managed open space, regional trail easements and neighborhood and community parks. As
recommended in the EIR, the County adopted. mitigation measures in connection with the
approval of the Dougherty Valley Plan to mitigate these impacts to a less than significant level.
11. Library Facilities.
The EIR identified a substantially significant impact relating to the need for
11,600 square feet of library facilities. As recommended in the EIR, the County adopted
mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce this
impact to a less than significant level.
12
;i
C. Circulation.
The EIR identified the following potentially significant impacts relating to traffic
and circulation:
1. Exceedence of the planned capacity of several roadway segments and
unacceptable levels of service on several interstate segments (project specific and cumulative
.impact)
2. Change in vehicle to capacity ratio from acceptable to unacceptable
conditions at several intersections and further.degradation of already unacceptable levels of
services at several other intersections (project specific and cumulative impact).
As recommended in the EIR, the County adopted mitigation measures in
connection with the approval of the Dougherty Valley Plan to address the potentially significant
project and cumulative impacts listed above. These mitigation measures were predicted to
improve traffic conditions to ar acceptable level at many-of- the--roadway_.segments and
intersections. However, the conditions at other intersections and interstate segments were
determined to be significant and unavoidable, for which overriding considerations were adopted.
D. Air Quality.
The EIR identified potentially significant air quality impacts relating to violations
of standards for particulate matter, carbon monoxide and ozone precursors. These impacts are
both project specific and cumulative.
As recommended by the EIR, the County adopted mitigation measures for the
above impacts in connection with the approval of the Dougherty Valley Plan. However, the
impacts were identified as significant and unavoidable, for which overriding considerations were
adopted.
E. Noise.
The EIR identified the following potentially significant impacts relating to noise:
1. Exposure of on-site and off-site land uses to construction noise;
2. Exposure of residents and other noise sensitive.land uses on site to noise
from traffic and Camp Parks training activities at levels in excess of County standards;
3. Exposure of residents along Old Ranch Road and Dougherty Road near
Old Ranch Road to increased and excessive noise levels;
4. Exposure of new residents to noise from recreational and cultural
facilities; and
5. Exposure of existing and planned noise sensitive locations to noise levels
in excess of County noise standards.
13
As recommended by the EIR, the County imposed mitigation measures in
connection with the approval of the Dougherty Valley Plan to address the noise impacts. These
mitigation measures are expected to reduce to a less than significant level;all of the Dougherty
Valley Plans direct noise impacts except No. 5. Impact No. 5 was expected to remain
significant and unavoidable, for which overriding considerations were adopted.
F. Soils.and Geology.
The EIR identified the following potentially significant impacts relating to soils and
geology:
1. Substantial change in topography from grading operations;
2. Potential for structural damage and injury to people from development
and in open space and park areas in locations susceptible to landsliding, slope failure and slope
instability and development on materials susceptible to liquefaction;
3. Potential for increased short-term and long-term soil erosion rates from
development on soils with moderate to high erosion hazards;
4. Potential for structural damage from development on soils with high
shrink-swell potentials;
5. Grading on hillsides with slopes of 26 percent and greater;
6. Development of Windemere Parkway extension on potentially unstable
land east of the planning area;
7. Development of water, waste water and recycled water infrastructure on
potentially geologically unstable land within and adjacent to the Planning Area.
As recommended in-the EIR, the County adopted mitigation measures in
connection with the approval of the Dougherty Valley Plan to reduce the soils and geology
-impacts to a less than significant level.
G. Hydrology and Water Quality-.
The EIR identified the following potentially significant impacts relating to,
hydrology and water quality:
1. Increased runoff from the.Planning Area;
2. Risk of flood damage from development in the 100-year flood plain;
3. Increased erosion during construction;
4. Increased water quality degradation because of urban runoff (project
specific and cumulative impact);
5. Hazardous material spills during construction;
14
6. Increased runoff and flooding downstream of the Planning Area
(cumulative impact); and
7. Increased channel erosion due to construction of bridge crossings
(cumulative impact).
As recommended in the EIR, the County adopted mitigation measures in
-connection with the approval of the Dougherty Valley Plan to reduce the hydrology and water
quality impacts to a less than significant level.
H. Biological Resources.
The EIR identified the following potentially significant impacts on biological
resources:
1. Loss, degradation or fragmentation of 3,911-acres of annual grasslands
(project specific and cumulative impact); -
2. Elimination or degradation of Valley Oak woodland, Valley Oak riparian
woodland and individual Oak trees;
3. Elimination or degradation of 2.6 acres of willow riparian forest, .4 acres
of fresh water marsh, approximately 2 acres of alkali meadows, 2.1 acres of seeps, stock ponds
and perennial and seasonal creeks;
4. Potential loss of San Joaquin spearscale and brittlescale habitat;
5. Pollution of Coyote Creek by fertilizers and chemicals from the golf
course;
6. Loss of special-status aquatic species and special-status raptors
(burrowing owl) and their habitats;
7. Potential direct and indirect adverse effects on nesting.raptors;
8. Loss of tri-color blackbird nesting and foraging habitat and long term
disturbance to tri-colored blackbird nesting habitat;
9. Loss of 3,911 acres of American badger breeding and foraging habitat;
10. Adverse effects to seeps, riparian habitat, annual grass lands, western
pond turtle and California red legged frog from construction of Wndemere Parkway extension
to Camino Tassajara Road; and
As recommended in the EIR, the County adopted mitigation measures in
connection with the approval of the Dougherty Valley Plan for the above listed impacts. These
mitigation measures are expected to reduce most of the above listed impacts to a less than
significant level. However, the EIR predicted that Impact No. 1 (cumulative) and No. 6 would
remain significant and unavoidable, for which overriding considerations were adopted.
15
I. Cultural Resources.
The EIR identified the following potentially significant impacts relating to cultural
resources.
1. Damage to or destruction of the historic Lewis-Banke house (CA-Cco-
440H);
2. Damage to or destruction of a historic-archeological site(CA-723);
1 Damage to or destruction of several important prehistoric and historic
archeological sites located on Camp Parks; and
4. Damage to or destruction of potential buried archeological resources.
As recommended in the EIR, the County adopted mitigation measures in
connection with the approval of the Dougherty Valley Plan to mitigate the above listed impacts
to a less than significant level.
J. Electromagnetic Fields.
The EIR identified a potentially significant impact relating to the exposure of new
residents to electromagnetic fields. As recommended in the EIR, the County adopted mitigation
measures in connection with the approval of the Dougherty Valley Plan to reduce the impacts to
a less than significant level.
K. Visual Quality.
The EIR predicted the following ' potentially significant impacts from the
Dougherty Valley Plan:
1. Change in visual character from rural/pastoralz to residential/commercial
2. Modification of a County-designated:scenic route
3. Substantial alteration of natural land forms
4. Forty-five percent reduction in visually prominent open space;
5. Introduction of structures and other build features that may reduce visual
quality;
6. Siting of infrastructure elements and other vertical elements that reduce
visual quality;
7. Visual impacts of roads and road improvements in creek corridors;
B. Introduction of recreational features and elements that reduce visual
quality;
16
9. Visual impacts of removal of visually important vegetation;
10. Visual impacts of fencing, fire breaks and fire roads;
11. Visual impacts of introduction of stormwater detention facilities;
12. Light and glare impacts on residents both on site and off site; and
13. Cumulative regional loss of rural/pastoral visual character, reduced views
of open space and loss of scenic views.in the region.
14. Visual impacts of construction of Windemere Parkway extension from
Dougherty Valley east to Camino Tassajara Road.
15. Views from adjacent existing and approved residential areas.
As recommended in the EIR, the County adopted mitigation measures in
connection with the approval of the Dougherty Valley Plan for the above listed impacts. Most of
those impacts were predicted to be mitigated to a less than significant level by the mitigation
measures adopted. However, impact Nos. 1, 2, 3, 4, 13, 14 and 15 were predicted to be
significant and unavoidable, for which overriding considerations were adopted.
L. Energy Conservation.
The EIR identified a potentially significant impact on energy demands relating to
the operation of the planned development in the Dougherty Valley. As recommended in the
EIR, the County adopted mitigation measures in connection with the approval of the planned
the Dougherty Valley Plan to mitigate this impact to a less than significant level.
M. Miscellaneous Impacts.
1. Short-Term Uses Versus Long-Term Productivity.
The EIR identified the following potentially significant impacts:
1. Conversion of approximately 6,000 acres of undeveloped open space
and seasonal grazing/dry farming land to urban uses;
2. Loss, degradation or fragmentation of 3,911 acres of annual grass lands;
3. Elimination or degradation of Valley Oak Savannah, Valley Oak riparian
woodland and individual Oak trees;
4. Elimination or degradation of 2.6 acres of willow riparian forest, .4 acres
of fresh water marsh, 2.0 acres of alkali meadow, 2.1 acres of seeps, stock ponds and
perennial and seasonal creeks;
5. Possible long term health risks associated with developing residences
within an electromagnetic fields associated with existing high voltage electric transmission lines.
17
E
•
As recommended in the EIR, the County adopted mitigation measures to
address the above listed impacts. Impact Nos. 2, 3, 4 and 5 were predicted to be reduced to a
less than significant level', Impact No. 1 was found to be significant and unavoidable.
2. Significant Irreversible Environmental Changes.
The EIR did. not identify any potentially significant adverse impacts relating to
'significant irreversible environmental changes.
3. Growth-Inducing Impacts of the planned the
Dougherty Valley Plan.
The EIR identified the following potentially significant growth inducing impacts of
the planned the Dougherty Valley Plan:
1. Impacts of increasing housing and residents in the region.
2. Impacts of extending public services and infrastructure closer to the
Tassajara Valley;
3. Impacts of converting open space and agricultural lands to urban uses;
4. Impacts of increasing growth intensity in the planning areas;
5. Impacts of, converting land from agricultural uses to residential,
commercial and open space uses; and
6. Impacts of extending service areas boundaries.
- - - Impact No. 1 was found to involve beneficial effects rather than significant
adverse impacts. As recommended by the EIR, the County adopted mitigation measures in
connection with the approval of the planned the Dougherty Valley Plan to reduce the Impacts
Nos. _2 6. However, the EIR predicted that these impacts would remain significant and
unavoidable, for which overriding considerations were adopted.
4. Significant Cumulative Impacts.
The significant cumulative impacts of the planned the Dougherty Valley Plan are
discussed impact-by-impact under each of the categories listed in Section ILA - II. L of this
Addendum.
18
i
CONDITIONS OF APPROVAL FOR RZ922992(Windemere)
1. Rezoning 922992 as authorized under the following Conditions of Approval, is subject to
provisions contained within the Agreement to Settle Litigation Relating to the Dougherty
Valley General Plan Amendment, Specific Plan and Environmental Impact Report
("Settlement Agreement"),executed among Contra Costa County,the City of San Ramon,
the Town of Danville and landowners on May 11,1994. Exhibits B and G of the Settlement
Agreement summarize the performance standards that the project is required to meet. The
Conditions of Approval are not intended to interpret or be a complete recital of all
obligations of the parties under the Settlement Agreement nor do they constitute any
modification of that Agreement.The project as proposed, is consistent with the Settlement
Agreement.
2. The Preliminary Development Plan(PDP)application is approved for construction of up to
5,170 residential units and related facilities as detailed in the Dougherty Valley Specific
Plan. Except as otherwise indicated below, no further discretionary development
y entitlements shall be accepted as complete until the conditions of approval for the PDP are
satisfied.
A. For each Final Development Plan,submit an economic feasibility report and analysis
of all commercial and industrial uses,if any proposed to be located within the Final
Development Plan area under review
B. For each Final Development Plan,a feasibility analysis of all public and semi-public
recreational and educational areas and facilities proposed to be located within the
Final Development Plan area under review, stating anticipated financing, develop-
ment and maintenance.
C. A statement of the stages of development proposed for the entire development,which
indicates the sequence of units and explaining why each unit standing by itself would
constitute reasonable and orderly development in relation to the entire contemplated
development. Where it is proposed to file final development plans by units for
portions of the area to be covered by the preliminary development plan. This
statement should address the phasing for the 25% affordable housing units, the
roadway and drainage systems,the trail and park facilities,the commercial uses and
the public services uses(fire,police, schools, library, etc.)
D. Grading plan for the entire Windemere site.
E. Grading plans for the area to be developed, along with such supplemental informa-
tion as County may require in order to ensure a comprehensive and coordinated
approach to grading and other infrastructure improvements for the Dougherty Valley.
F. A colored cut and fill map,along with such supplemental information as County may
require in order to ensure a comprehensive and coordinated approach to grading and
other infrastructure improvements for the Dougherty Valley.
t '
2
G. A creek alteration or restoration plan.
H: A report on the interim and ultimate service standards for fire,sheriff and emergency
services applicable to the entire Dougherty Valley as required by the Specific Plan.
1. Phasing plan of public improvements as required by the Specific Plan.
J. Circulation plan for all vehicular and pedestrian access.
K. A land use density calculation map which superimposes the Preliminary Develop-
ment Plan on a land use map,which separates land uses according to Figure 5 in the
Specific Plan. Density calculation tables shall be provided for each land use district
found in the Specific Plan. This map will be used to determine whether or not the
density.for each land use category found in Figure 5 of the Specific Plan has been
met.
L. Within the Final Development Plan area under review,submit schematic drawings
indicating the architectural design of non-residential buildings and structures and all
residential buildings having attached units, utilizing zero lot line, cluster or patio
techniques of typical designs.
3'. Prior to deeming any further discretionary development entitlement complete for processing
within the mixed use/commercial area,the following items shall be provided:
A. Elevations of proposed structures for commercial and mixed use areas within the
Final Development Plan area under review:
B. Elevations of typical proposed structures for commercial and mixed use areas within.
the Final Development area under review.
4 Comply with the design guidelines as detailed in the"Dougherty Valley Community Design
Handbook".
5. Developer shall make an offer of dedication to the County of any lands, under their control,
necessary or appropriate for installation of a certain Master Improvements, at the time such
improvement is deemed necessary by the County for implementation and pursuant to the
standards of the Dougherty Valley Specific Plan. The Master Improvements are defined as
follows:
(1) All rights-of-way for all major arterial and arterial as indicated on Figure 8 of the
Dougherty Valley Specific Plan.
(2) Systems for sewer, potable water, and reclaimed water.
3
(3) Stormwater related hydrologic infrastructure (e.g. storm drain retention and detention
basins).
(4) Creek Improvements.
(5) Community Park.
(6)Trails/Open Space
6. Submit for review and approval of the County Planning Commission an infrastructure and
services financing plan prior to or concurrently with the approval of each final development plan or
tentative subdivision map for the area covered by the PDP. This plan shall be made up of. 1) a
detailed plan for the area covered by the final development plan or tentative map; and 2) a
conceptual plan for the entire Dougherty Valley.The conceptual plan must address the provision of
infrastructure and services to the area covered by the final development plan or tentative map in a
manner that will ensure: 1) consistency with the Dougherty Valley Specific Plan;2) coordination
of infrastructure for the tentative map/final development plan area with infrastructure for the
remainder of the Dougherty Valley; and 3) preservation of reasonable options for providing
infrastructure construction and operation and maintenance for the remainder of the Dougherty
Valley.The County Planning Commission's decisions regarding infrastructure and services financing
plans and may be appealed to the Board of Supervisors.
7. No final subdivision map shall be approved for any portion of the area covered by the PDP
without verification of adequate water supply for the area covered by such final subdivision map.
8. No final subdivision map shall be approved for any portion of the area covered by the PDP
without verification of adequate wastewater treatment capacity for the area covered by such final
subdivision map.
DC/aa
R7-XIX/2992C.DC
10/26/92
11/4/92-CPC/SR(a)
11/16/92-CPC/SR(d)
11/18/92
3/9/94
5/19/94
11/13/95
11/21/95
CONDITIONS OF APPROVAL FOR RZ922993 (S jAPELL
1. Rezoning 922993 as authorized under the following Conditions of Approval, is subject to
provisions contained within the Agreement to Settle Litigation Relating to the Dougherty
Valley General Plan Amendment, Specific Plan and Environmental Impact Report
("Settlement Agreement"), executed among Contra Costa County,the City of San Ramon,
the Town of Danville and landowners on May 11,1994. Exhibits B and G of the Settlement
Agreement summarize the performance standards that the project is required to meet. The
Conditions of Approval are not intended to interpret or be a complete recital of all
obligations of the parties under the Settlement Agreement nor do they constitute any
modification of that Agreement. The project as proposed,is consistent with the Settlement
Agreement.
2. The Preliminary Development Plan(PDP)application is approved for construction of up to
4,614 residential units and any additonal units that may be transfered from Country Club site
to central residential receiver site as permitted under the Dougherty Valley Specific Plan.No
further discretionary development entitlement shall be accepted as complete until the
conditions of approval for the PDP are satisfied.
A. For each Final Development Plan,submit an economic feasibility report and analysis
of all commercial and industrial uses, if any proposed to be located within the final
development plan area under review.
B. For each Final Development Plan;a feasibility analysis of all public and semi-public
recreational and educational areas and facilities proposed to be located within the
Final Development Plan area under review, stating anticipated financing,
development and maintenance.
C. A statement of the stages of development proposed for the entire development.which
indicates the sequence of units and explaining why each unit standing by itself would
constitute reasonable and orderly development in relation to the entire contemplated
development. Where it is proposed to file final development plans by units for
portions of the area to be covered by the preliminary development plan. This
statement should address the phasing for the 25% affordable housing units, the
roadway and drainage systems,the trail and park facilities,the commercial uses and
the public services uses (fire,police, schools, library, etc.)
D. Grading plan for the entire Shapell site.
E. Grading plans for the area to be developed, along with such supplemental
information as County may require in order to ensure a comprehensive and
coordinated approach to grading and other infrastructure improvements for the
Dougherty Valley.
F. A colored cut and fill map,along with such supplemental information as County may
require in order to ensure a comprehensive and coordinated approach to grading and
other infrastructure improvements for the Dougherty Valley.
I I
r
2
G. A creek alteration or restoration plan.
H. A report on the interim and ultimate service standards for fire,sheriff and emergency
services applicable to the entire Dougherty Valley as required by the Specific Plan.
I. Phasing plan of public improvements as required by the Specific Plan.
J. Circulation plan for all vehicular and pedestrian access.
K. A land use density calculation map which superimposes the Preliminary
Development Plan on a land use map,which separates land uses according to Figure
5 in the Specific Plan. Density calculation tables shall be provided for each land use
district found in the Specific Plan. This map will be used to determine whether or
not the density for each land use category found in Figure 5 of the Specific Plan has
been met.
L. Within the Final Development Plan area under review, submit schematic drawings
indicating the architectural design of non-residential buildings and structures and all
residential buildings having attached units, utilizing zero lot line, cluster or patio
techniques of typical designs.
3. Prior to deeming any further discretionary development entitlement complete for processing
within the mixed use/commercial area,the following items shall be provided.
A. Elevations of proposed structures for commercial and mixed use areas within the
Final Development Plan area under review.
B. Elevations of typical proposed structures for commercial and mixed use areas within
the Final Development area under review.
4. Comply with the design guidelines as detailed in the "Dougherty Valley Community Design
Handbook".
5. Developer shall make an offer of dedication to the County of any lands, under their control,
necessary or appropriate for installation of a certain Master Improvements, at the time such
improvement is deemed necessary by the County for implementation and pursuant to the
standards of the Dougherty Valley Specific Plan. The Master Improvements are defined as
follows:
(1) All rights-of-way for all major arterial and arterial as indicated on Figure 8 of the
Dougherty Valley Specific Plan.
(2) Systems for sewer, potable water, and reclaimed water.
3
(3) Stormwater related hydrologic infrastructure (e.g. storm drain retention and detention
basins).
(4) Creek Improvements.
(5) Community Park.
(6)Trails/Open Space
.6. Submit for review and approval of the County Planning Commission an infrastructure and
services financing plan prior to or concurrently with the approval of each final development plan or
tentative subdivision map for the area covered by the PDP. This plan shall be made up of 1) a
detailed plan for the area covered by the final development plan or tentative map; and 2) a
conceptual plan for the entire Dougherty Valley.The conceptual plan must address the provision of
infrastructure and services to the area covered by the final development plan or tentative map in a
manner that will ensure: 1) consistency with the Dougherty Valley Specific Plan; 2) coordination
of infrastructure for the tentative map/final development plan area with infrastructure for the
remainder of the Dougherty Valley; and 3) preservation of reasonable options for providing
infrastructure construction and operation and maintenance for the remainder of the Dougherty
Valley.The County Planning Commission's decisions regarding infrastructure and services financing
plans may be appealed to the Board of Supervisors.
7. No final subdivision map shall be approved for any portion of the area covered by the PDP
without verification of adequate water supply for the area covered by such final subdivision map.
8. No final subdivision map shall be approved for any portion of the area covered by the PDP
without verification of adequate wastewater treatment.capacity for the area covered by such final
subdivision map.
DC/aa
RZIX//2993.dc
10/26/92
11/16/92 -CPC/SR(d)
12/18/92
3/9/94
5/19/94
11/13/95
11/21/95
RESOLUTION 70-1992
RESOLUTION OF THE COUNTY PLANNING COMMISSION OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, REGARDING PROCESSING OF PRELIMINARY DEVELOP-
MENT PLAN AND REZONING APPLICATION 2993-RZ (SHAPELL INDUSTRIES - APPLICANT
AND OWNER) FOR A 5,830 UNIT RESIDENTIAL DEVELOPMENT PROPOSAL, INCLUDING
RETAIL, OFFICE AND COMMUNITY SERVICE USES IN THE SAN RAMON AREA.
WHEREAS, on July 24, 1992 an. application was filed with the Community Development
Department pertaining to approximately 2,700 acres within the Draft Dougherty Valley
Specific Plan Area seeking to rezone the site from Agricultural District (A-80) to Planned Unit
District (P-1) and Preliminary Development Plan; and
WHEREAS, pursuant to . County Ordinance Code Section 84-66.1006 the Director of
Community Development, in a letter dated October 21, 1992 to the applicant, waived certain
requirements of County Ordinance Code Section 84-66.1006(4) and accepted the application
as complete for processing; and
WHEREAS, staff determined that the proposed rezoning and Preliminary Development Plan is
consistent with the project description in the Dougherty Valley Specific Plan Final Environ-
mental Impact Report, and adequately addressed impacts of the proposed rezoning and
preliminary development plan; and
WHEREAS,on November 6, 1992-1he County Zoning Administrator recommended certification
of the Final.Environmental Impact Report, and the County Planning Commission reviewed and
considered the Final Environmental Impact Report prior to their recommendation; and
WHEREAS, after notice was lawfully given, on November 4, 1992 the County Planning
Commission and the San Ramon_ Valley Regional Planning, Commission, in a joint hearing,
conducted a public hearing of County File 2993-RZ, whereat all= persons interested might
appear and be heard; and'
WHEREAS, the County Planning Commission and the San Ramon Valley Regional Planning
Commission continued the matter to November 12, 1992 for a study session to consider
traffic issues related to the rezoning and preliminary development plan,, and; subsequently
continued the public hearing to November 17, 1992; and
WHEREAS,the County Planning.Commission on November 17, 1992 closed the public hearing
and continued the matter to November 24, 1992 and subsequently to December 1 , 1992; and
WHEREAS, the County Planing Commission having fully reviewed, considered and evaluated
all the testimony and evidence submitted in this matter; and
2.
NOW, THEREFORE, BE IT RESOLVED that the County Planning Commission recommends to
the Board of Supervisors:
ADOPT the requested rezoning of the site from A-80 to P-1 and preliminary
development plan approval with modifications and additions from the recommended
Conditions of Approval from the December 1, 1992 staff report:
18. Submit for review and approval of County. Planning Commission a Capital
Improvement Program detailing.the phasing and financing of the infrastructure
improvements for Dougherty Valley. This CIP shall be done jointly with 2992-
RZ
1 n: Within the Final Development Plan area under review, submit written demons-
tration of the project's consistency with the County Growth Management
Element of the General Plan.
10. Within the Final Development Plan area under review, submit written demon-
stration of compliance with General Plan Policies 7-12 and 7-13.
BE IT FURTHER RESOLVED that the County Planing Commission's reasons are as follows:
The development is a large-scale integrated development which provides a cohesive
design in harmony with the surrounding area and demonstrates compliance with the
Growth Management Element of the General Plan.
The applicant has indicated that it intends to commence construction within two and
one-half years of the effective date of the rezoning and preliminary development plan.
approval.
- - _ The project is consistent with the County General Plan as would be amended by the
1992 Draft Dougherty Valley General Plan Amendment and the Dougherty Valley
Specific Plan which plan designate this site for residential and commercial uses,
substantial open space, retail, offices and community service uses.
The project will constitute a residential environment of sustained desirability, and will
be in harmony with the character of the nearby community. The project density is in
accord with the 1992 Draft Dougherty Valley General Plan Amendment for this area.
The project will provide approximately 1,300 acres of open space and parks,
approximately 26 acres of non-residential uses, and approximately 40 acres of
public/semi-public uses.
The project provides adequate commercial facilities to support the residential
development. Such facilities will not create an impact on roadway systems because
of the implementation of mitigation measures as detailed in the Final Environmental
Impact Report. The design of commercial facilities will be reviewed under Final
i"
3.
Development Plan applications for said areas to ensure that traffic congestion will be
obviated by the proposed facilities and that proposed facilities fit harmoniously into and
will have no adverse effects upon the adjacent or surrounding developments.
The long-term buildout of the project justifies exceptions from the normal applications
of this code to allow for flexibility and the ability to respond to changing planning
needs over time.
The instruction by the County Planning Commission to prepare this resolution was given by
motion of the Commission on Tuesday, December 1, 1992? by the following vote:
AYES: Commissioners - Clark, Accornero, Gaddis, Terrell.
NOES: Commissioners - Frakes, Sakai.
ABSENT: Commissioners - None.
ABSTAIN: Commissioners - Wallace D. Woo.
_ ATTEST: //% f,
Harvey E. Bragdon, Secretary to the
Planning Commission, Contra Costa County,
State of California
LTRI/2993-RZ.Res
i
Resolution No. 71-1992
RESOLUTION OF THE PLANNING COMMISSION OF THE COUNTY OF CONTRA
COSTA, STATE OF CALIFORNIA, REGARDING PROCESSING OF PRELIMINARY
DEVELOPMENT PLAN AND REZONING APPLICATION 2992-RZ (WINDEMERE RANCH
PARTNERS (APPLICANT & OWNER) , FOR A 50,170 RESIDENTIAL UNIT DEVELOP-
MENT, INCLUDING RETAIL, OFFICE AND COMMUNITY SERVICE USES PROPOSAL
IN THE SAN RAMON AREA OF SAID COUNTY.
WHEREAS, on July 29,1992, an application was filed with the
Community Development Department pertaining to approximately 2,400
acres within the Draft Dougherty Valley Specific Plan Area seeking
to rezone the site from Agricultural District (A-80) to Planned
Unit District (P-1) and Preliminary Development Plan; and
WHEREAS, pursuant to County Ordinance Code Section 84-66.1006,
the .Director of Planning, in a letter dated October 24, 1992 to the
applicant, waived certain requirements of County Ordinance Code
Section 84-66.1006(4) and accepted the application as complete for
processing; and
WHEREAS, staff determined that the proposed rezoning and
Preliminary Development Plan is consistent with the project
description in the Dougherty Valley Specific Plan Final
Environmental Impact Report, and adequately addressed impacts of
the proposed rezoning and preliminary development plan; and
WHEREAS, on November 6, 1992, the County Zoning Administrator
recommended certification of the Final Environmental Impact Report,
and the County Planning .Commission reviewed and considered the
Final Environmental Impact Report prior to their recommendation;
and
WHEREAS,, after notice was lawfully given, on November 4, 1992,
the County Planning- commission and the San Ramon Valley Regional
Planning Commission, in a joint hearing, conducted a public hearing
- -----:-of- County File 12992-RZ, whereat all persons interested might
appear and be heard; and
WHEREAS, the County Planning Commission and the San Ramon
Valley Regional Planning Commission CONTINUED the matter to
November 12, 1992, for a Study Session to consider traffic issues
related to the rezoning and preliminary development plan and sub-
sequently CONTINUED the public hearing. to November 17, 1992; and
WHEREAS, the County Planning Commission on November 17, 1992
CLOSED the public hearing and CONTINUED the matter to November 24,
1992 and subsequently to December 1, 1992; and
WHEREAS, the County Planning Commission having fully reviewed,
considered and evaluated all the testimony and evidence submitted
in this matter; and
NOW, THEREFORE, BE IT RESOLVED that the County Planning Commission
41
-2-
recommends to the Board of Supervisors:
ADOPT the requested rezoning of the site from A-80 to P-1 and
preliminary development plan approval with modifications and
additions from the recommended Conditions of Approval from the
December 1, 1992 Staff Report.
la. Submit for review and approval to the County Planning
Commission a Capital Improvement Program detailing the
phasing and financing of the infrastructure improvements
for Dougherty Valley. This CIP shall be done jointly
with 2993-RZ.
in Within the Final Development Plan area under review, sub-
mit written demonstration of the project's consistency
with the County Growth Management Element of the General .
Plan.
lo. Within the Final . Development Plan area under review,
I
ubmit written demonstration of compliance with General
Plan Policies 7-12 and 7-13.
BE IT FURTHER RESOLVED that the County Planning Commission's
reasons are as follows:
The development is a large-scale integrated development which
provides a cohesive design in harmony with the surrounding
area and demonstrates compliance with the Growth Management
Element of the General Plan.
The applicant has indicated that he intends to commence
construction within two and one-half years of the effective
-date of the rezoning and preliminary development plan-
approval.
The. project is consistent with the County General Plan as
would be amended by the 1992 Draft Dougherty Valley General
Plan Amendment and the Dougherty Valley Specific Plan which
plans designate this site for residential and commercial uses,
substantial open space, retail, office and community service
uses.
The project will constitute a residential environment of
sustained desirability and will be in harmony with the
character of the nearby community. The project density is in
accord with the 199.2 Draft Dougherty Valley General Plan
Amend- ment for this area.
The, project will provide approximately 1, 100 acres of open
space and parks, approximately 22 acres of non-residential
uses and approximately 100 acres of public/semi-public uses.
}
" -3-
The project provides adequate commercial facilities to support
the residential development. Such facilities will not create
an impact on roadway systems because of the implementation of
mitigation measures as detailed in the Final Environmental
Impact Report. The design of commercial facilities will be
reviewed under Final Development Plan applications for said
areas to ensure that traffic congestion will be obviated by
the proposed facilities and that proposed facilities fit
harmoniously into and will have no adverse effects upon the
adjacent or surrounding developments.
The long-term buildout of the project justifies exceptions
from the normal applications of this code to allow for
flexibility and the ability to respond to changing planning
needs over time.
The instruction by the County Planning Commission to prepare
this resolution was given by motion of the Commission on Tuesday,
December 1 , 1992, by the following vote:
AYES: Commissioners - Clark, Accornero, Gaddis, Terrell.
NOES: Commissioners - Frakes, Sakai.
ABSENT: Commissioners - None.
ABSTAIN: Commissioners - Wallace D. Woo.
Marvin J. Terrell
Chairman of the Planning Commission,
Contra Costa. County, State of
California
ATTEST: e
- pi
arvey E. Bragdon, Secretary of the
Planning Commission, Contra Costa
County,- - State of California.
v
Findings Map
A-80 +
+ A,80 + .
Rezone From; To -) �� 0OS Area
Chair of the Contra Costa County,
Planning Commission, State of California, &hereby certify
that this is a- true and correct copy of 'PA6„V,c
Z� n-F-t-�+�.. ct�r tom-
�tCl7 ta1
indicating thereon the decision o£ the Contra Costa County Planning.
Commission in the matter of ?AR, L M]aSM,AK1
Chair of the Contra Costa County
Planning Commission,State of California
ATTES
ry ofah ontra Costa County
PI ening,Commion, State of Calif.
` AG I of `
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Findings Map
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Rezone From:A*;--qk TO Pao"DSS Area
,,,E t Chair of the Contra Costa County
Planning Commission, State of C(3lifornia, do hereby certify
that this is a true and correct copy ofV Zy
Z•—`1G w► nom---t �-+ ce�� '�
indicating thereon the decision of the Contra Costa County Planning:
Commission in the matter of - A Q.A1N C. �y t-4A)d
Chair of the Contra Costa County
Planning Commission,State of California
ATTES
ry of 'e ontra Costa County
Planning. Comm sion, State of Calif.
'3A(,V Z oF: Sr
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Rezone From 4,366 To SI S-----Area
!. ,��1�TTt=Q,Q�E - Chair of the Contra Costa County
Planning-Commission,. State of Caltfor'nia, do hereby certify
that this. is,a-true andcorrect copy of
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indicating thereon the decision of the Contra Costa County Planning,
Commission in the matter of � J'R Qp�lXYZy A4Ax j
Chair of the Contra Costa. County
Planning Commission,State of California
ATTES
ecr ry of t qntra Costa County
Planning Commis n, State of Calif.
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Rezone FrornA-j.--TQ e2-J- Ar.1 Area
Chair of the Contra Costa County
ia, do hereby certify
Planning Commisstion, State of Californr o
rir fir. L
that this is a true and correct copy of j ,� -1e1 �[ 'Z-
lA� l�sty Z-'i Ca we
P onnin
indicating thereon the decision of the Contra Costa,County 9
Commission in the matter of I-V A 2t
G
Chair of the Contra Costa County
Planning Commission,State of California
ATTE
ry of a ',ontro Costa County
Planning Commi ion, State of Colif.
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Rezone FromTo �a�.t� vloa Area
Chair of the Contra Costa County
Planning Commission, State of California, do hereby certify
that this is a true and correct copy of TAr'ys. t1 -ler,,r
_- lCr'119aU_-AA"
indicating thereon the decision of the Contra Costa County Planning,
Commission in the matter of �'p f3 2f3_TL -:� �V-MAKI
2 447- -
Chair of the Contra Costa County
Planning Commission,State of California
ATTES
Sec e ry of he ontra Costa County
-PTonning Commilsion, State of Calif.
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Rezone FrOMA:.%'_To- t�,.1k'a+tA0�1 Area
Chair of the Contra Costa County
- ' Stote of California, do hereby certify
Planning Commission,
that this is a true and correct Copy of , q :M2.4—:
--- �� � n 1A) i��.• Z—'1G N. n� -z-t+�.... r-1"�t i�-r�''`�
indicating thereon the decision of the Contra Costa County Planning
Commission in the matter of A 2rs.Ut..
Chair of the Contra Costa County
Planning Commission,State of California
ATTEST•
r of th o tra Costa County
Planning Commissio , State of Calif.
x
Findings Map
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Rezone From.A-I& To '(�i S,9e,L Dtl area
Chair.of the Contra Costa County
Planning Commission, State of California, do hereby certify
that this is a true and correct copy of -7-0 4-
S..--' '=-15 M Z- G'w► n'F
indicating thereon the decision of the Cbntra Costa County Planning
Commission in the matter of 'V A QL 2 MA)J
Z C-i 7 2
Chair of the Contra Costa County
Planning Comm ission,State of California
ATTE
r tary of he ontro Costa County
Planning C m ion, State of Calif.
Findings Map -
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n.� a1Q�1 Area
Rezone Fro.rnA a
Chair of the Contra Costa County
Pianning Commission, State of Colifornr .�a, do hereby certify
that this is a true and correct copy of'Parjgs. X1-15
A� t 4 VA
'Z.
*%C h.F �-`_--
indicating thereon the decision of the Contra Costa County Planning
� YT�M�►11
Commission in the matter of �7 A R a►v C,
? �17- 7
Chair of the Contra Costa County
Planning Comm ission,State of California
ATTEST-
of the Ca tro Costa County
Planning Commissio , State of Calif.
Findings Map
OM�"
♦ 1y fr a; ..
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Rezone From A_W To -1 Area
QQ'E%4- Chair of the Contra Costa County
Pla ning Commission, State of Califomia, do hereby certify
that this is a true and correct copy of f,,_
Ga►A&3:11'1 147ek 7_njL%ItJ G IU
indicating thereon the decision of the Contra Costa County Planning-
Commission in the matter of S WpM,,`
Chair of the Contra Costa County
Planning Commission,State of California
ATT S
etary oflthontra Costa County
Planning Commi ion, State of Calif.
I?A Ca E 1 o F !v
Findings Map -
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x �
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Rezone FromA-'%O To ?-IArea
I, ` 'rj(2Q-EL4- Chair of the Contra Costa County
Pla ning Commission, State of California, do hereby certify
that this is a true and correct copy of I;AGcS UJ L7 r w_i��
L4,4:
C,6
pF-nl�
- C6 LA K3-rWi 14-7S4 7_n L%t N G IUA-Q
indicating thereon the decision of the Contra Costa County Planning
Commission in the matter of S WqM L , I rjOut-r-rA E<'
Chair of the Contra Costa County
Planning Commission,State of California
ATTE T-
ry of fhe ntra Costa County
PI nning CommisOon, State of Calif.
Findings Map
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Rezone From A- To -lam Area
Chair of the Contra Costa County
Plo ning Commission, State of California, do hereby certify.
that this is a true and correct copy_of ��cS W. iq
IJ I -111=i G r x OF
C,6 tA tj-n,'C 147k 7_A►,,ti36
indicating thereon the decision of the Contra Costa County Planning
Commission in the matter of ISWpML` IWUUC,-TyAES
2GA 3 - 'Q2
Chair of the Contra Costa County
Planning Commission,State of California
ATTE T
ry oPth# Contra Costa County
Planning Commission, State of Calif.
Findings Map
Y
err
a s
fifir y
Fw �ue
Rezone From -SO To Area
_ I, n/ I-01�' Chair of the Contra Costa County
Pla ning Commission, State of California, do hereby certify
that this is a true and correct copy of Rt,-B W
U"r! 1_ l��Sc.`�LI_G x - k U l- I L,M , U► -t 4 �-rHc
Eot�nl-t+�'c 1975 MA-o
indicating thereon the decision of the Contra Costa County Planning
Commission in the matter of pmL`
2G�3 - 'QZ
Chair of the Contra Costa County
Planning Commission,State of California
ATTE
retory of/thf Contra Costa County
Planning Commission, State of Calif.
�a 4 o F
Findings Map
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Rezone From.--S-0 To -t �� Area
Chair of the Contra Costa County
Plo 'ping Commission, State of Colifornio, do hereby certify
that this is a true and correct copy of -RN „E S t:3 � W-t T ,
.
6 LA
indicating tFereon the decision of the Contra Costa County Planning
Commission in the matter of S(Jm L t- 1 njnuc.,T-O;eS
IIAA 3 - IZ'Z-
Chair of the Contra Costa County
Planning Commission,State of California
ATTE T
r
S"ohningCom
Contra Costa County
sion, State of Calif.
eA Go E Jr' O F 1p
Findings Map
f A•80'.
p �
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Rezone From W—To �_1 � Area
it ( mgwl= -E - Chair of the Contra Costa County
Pla ning Commission, State of Cclifomia, do hereby certify
that this is a true and correct copy ofW
l!' -[ 11=Ird- Y. --`c r U)• I t„r,,+ X11 -tin -r��
Gln!
bt -rti'c 147 A 7_n&%►rJ G AAAo
indicating thereon the decision of the Contra Costa County Planning
Commission in the matter of
Chair of the Contra Costa County
Planning Commission,State of California
ATT T
ry of a ontra Costa County
Planning Commi ion, State of Calif..
-FA G E (p o F (O
ORDINANCE NO.
Re-Zoning,Land,in the
San Ramon Areal
The Contra Costa County Board of Supervisors ordains as follows:
V-19, V-20, W-20, X-18.
SECTION II: Page s W-19m, Z-19m of the County's 197E Z ming Map,(Ord: No. 78-93) is
amended by re-zoning the land in the above area shown, shaded on the map(s) attached
hereto and Incorporated herein (see also Community Development Department File No.
2992-RZ. ).
FROM: Land Use District A-80 Exclusive Agricultural
TO: Land Use District. P-1 Planned Unit Development )
(
as described in the Preliminary.Development Plan and related conditions of approval in File 2992-
RZ in the Community Development Department, which Plan is incorporated herein by this '
reference, and the Community Development Director shall change the Zoning Map accordingly,
pursuant to Ordinance Code\Sec. 84-2.003.
SECTION II: EFFECTIVE DATE. This ordinance becomes effective 30 days after
passage, and within 15 days of passage shall be published once with the names of
supervisors voting for and against it in the , a
newspaper published in this County.
PASSED on by the following vote:
Sugryisor A) lQ Absen Abstain
1. J.Rogers ( ) ( ) ( ) ( )
2. J.Smith ( ) ( ) ( ) ( )
3. G.Bishop O O O ( )
4. M.DeSaulnier ( } ( ) ( ) ( )
5. T.Torlakson ( ) ( ) ( ) ( )
ATTEST: Phil Batchelor, County Administrator
and Clerk of the Board of Supervisors
Chairman of the Board
By , Dep• (SEAL)
ORDINANCE NO.
2992-RZ Foreman Page One of Five
' ...L� A 40
A•80 A=80
= :''�>'''r is 2 i '':< r`:'}::.r'''.' >::"::: .-...:::'_' '�#"::�'�'�' }
Page V-19 of the County's 1978 Zoning Map 2992-RZ
Page W-19m of the County's 1978 Zoning Map 2992-RZ
2992-RZ Foreman Page Two of Five
A.40A 2 -----
A•80
+ :+ + A•80'
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i A
ao`
+ A.80 + + + + +
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A•2
+ + + + + + +
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A•2
Page V-20 of the County's 1978 Zoning Map 2992-RZ
A2
�h
O
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A•80
+ + +
A-80
A•80
A.2
Page W-20 of the County's 1978 Zoning Map 2992-RZ
2992-RZ Foreman Page 'Three of Fii
A.80
-A•80
A80 ¢ A•80
` - A 8n
r ,
Page X_18 of the County's 1978 Zoning Map 2992-RZ
A•80
Page Z-19m of the County's 1978 Zoning Map 2992-RZ
Page Four of Five
2992-RZ Foreman
ti
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Page Z-19m of the County's 1978 Zoning Map 2992-RZ
2992-RZ Foreman Page Five of Five
ORDINANCE NO.
(Re-Zoning Land in the
San Ramon Area)
M
The Contra Costa County Board of Supervisors ordains as follows: `
V-18,V-19,W-18,
SECTION I: Pages W-19m,X-18 of the County's 1978 Zoning Map(Ord.No.78-93)is amended by re-
zoning the land in the above area shown shaded on the map(s)attached hereto and incorporated herein
(see also Community Development Department File No. RZ922993 ,)
FROM: Land Use District A-80 ( Exclusive Agricultural )
TO: Land Use District P-1 ( Planned Unit Development ).
and the Community Development Director shall change the Zoning Map accordingly,
pursuant to Ordinance Code Sec.84.2.003.
SECTION II. EFFECTIVE DATE. This ordinance becomes effective 30 days after passage, and within
15 days of passage shall be published once with the names of supervisors voting for and against it in
the ,a newspaper published in this County.
PASSED on by the following vote:
Supervisor A hLQ Absent Abstain
1. J.Rogers ( ) O ( ) ( )
2. J•.Smith ( ) ( ) ( ) ( )
3. G.Bishop ( ) ( ) ( ) ( )
4. M.DeSaulnier ( ) ( ) ( ) ( )
5. T.Torlakson ( ) ( ) ( ) ( )
ATTEST: Phil Batchelor,County Administrator
and Clerk of the Board of Supervisors
Chairman of the Board
By Dep. (SEAL)
ORDINANCE NO.
RZ922993 Shapell Page 1 of 4
r -
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A•80 ,
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I "� + • A-40 + +
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Page V-19 of the County's 1978 Zoning Map RZ922993
RZ922993 Shapell Page 2 of 4
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Page X-18 of the County's 1978 Zoning Map RZ922993
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Page W-19m of the County's 1978 Zoning Map RZ922993
RZ922993 Shapell Page 4 of
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopts this Order on , 1995,by the following vote:
AYES:
NOES:
ABSTAIN:
SUBJECT:
In the Matter of Windemere ) RESOLUTION NO.
Ranch Partners' Application for )
Rezoning and Approval of )
Preliminary Development Plan )
The Board of Supervisors of the County of Contra Costa County RESOLVES as
follows:
This Board adopted the Dougherty Valley General Plan Amendment and the
Dougherty Valley Specific Plan on December 22, 1992,by Resolution Nos. 92/866 and 92/867.
These approvals were the subject of an environmental impact report("EIR"). On December 22,
1992,'by Resolution No. 92/864, which resolution is incorporated herein by reference,this Board
certified the EIR and adopted CEQA Findings and Resolutions Related to Approval of the
Dougherty Valley General Plan Amendment and Specific Plan, and on December 12, 19955 by
Resolution No. ,which resolution is incorporated herein by reference,this Board
considered the EIR and an Addendum to the EIR. Based upon its review and consideration of
the EIR,the Addendum and other evidence in the record,the Board has determined that the EIR
and the Addendum have been prepared in accordance with CEQA and, as more fully described in
the Addendum, no subsequent or supplemental EIR would be appropriate for this Board's
consideration of the Preliminary Development Plans, Rezonings and Development Agreements.
There is filed with the Clerk of this Board an application pertaining to approximately
2,000 acres within the planning area of the Dougherty Valley Specific Plan, seeking to rezone the
site from Agricultural District(A-80) to Planned Unit District(P-1) and requesting the adoption
we-3268 1
of the Preliminary Development Plan. This application,together with the Dougherty Valley
General Plan Amendment and Specific Plan,were the subject of duly noticed public hearings by
the County Zoning Administrator,the County Planning Commission,the San Ramon Valley
Regional Planning Commission and this Board.
On December 1, 1992,the County Planning Commission adopted Resolution No. 71-
1992,recommending that this Board adopt the requested Rezoning and Preliminary
Development Plans,with recommended conditions of approval.
On December 15, 1992,this Board directed staff to incorporate certain minor
modifications into the development to address issues raised by the County Planning
Commission, staff reports of November 16, 1992,November 22, 1992, and December 1, 1992,
and the San Ramon Valley Regional Planning Commission.
This Board declined to take action on the Rezonings,Development Agreements and
Preliminary Development Plans in 1992,pending the resolution of certain issues. Since that
time,the County's efforts have focused on resolving those issues and on resolving litigation
associated with the project. At this time, all issues have been resolved, and all litigation
associated with the project has been settled.
Having considered the EIR,the Addendum, oral and written public testimony, and
other evidence before the Board, and based on findings in Resolution 71-1992 by the Planning
Commission and the findings adopted by Resolution No. 95/ of this Board,the Board is
satisfied that:
A. The development is a large-scale integrated development which provides a
cohesive design in harmony with the surrounding area and demonstrates compliance with the
Growth Management Element of the General Plan. The mitigation measures imposed as
Conditions of Approval will ensure that the Project meets service performance standards
established in the General Plan,the Dougherty Valley Specific Plan and County Code.
B. The applicant has indicated that it intends to commence construction within two
and one-half years of the effective date of the Rezoning and Preliminary Development Plan
approval.
C. The project is consistent with the County General Plan as amended by the 1992
Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan, which
designate this site for residential and commercial uses, substantial open space,retail, offices and
community service uses.
D. The project will constitute a residential environment of sustained desirability
and stability, and will be in harmony with the character of the nearby community. The project
density is in accord with the 1992 Dougherty Valley General Plan Amendment and Specific Plan
for this area.
we-3268 2
E. The project is needed at the proposed location to provide adequate commercial
facilities to support the residential development. Such facilities will not create an impact on
roadway systems because of the implementation of mitigation measures as described in the Final
Environmental Impact Report and the Addendum. The design of commercial facilities will be
reviewed under Final Development Plan applications for said areas to ensure that traffic
congestion will be obviated by presently projected improvements; and by demonstrable
provisions in the Preliminary Development Plan for proper entrances and exits; and by internal
provision for traffic and parking. Also, such review will ensure that the proposed commercial
facilities will be an attractive and efficient center and fit harmoniously into and will have no
adverse effects upon the adjacent or surrounding developments.
F. Overall, the project represents a harmonious, integrated plan whose long-term
buildout justifies exceptions from the normal applications of the County Code to allow for
flexibility and the ability to respond to changing planning needs over time.
G. The requested Rezoning and Preliminary Development Plan are consistent with
those certain Agreements to Settle Litigation Relating to the Dougherty Valley General Plan
Amendment, Specific Plan and Environmental Impact Report entered into by and between
Contra Costa County, Windemere Ranch Partners and Shapell Industries of Northern California
and(i)the City of San Ramon,the Town of Danville(dated May 11, 1994); (ii)the City of
Pleasanton(dated June 20, 1995); (iii)the City of Walnut Creek(dated July 11, 1995); (iv)the
East Bay Municipal Utility District(dated September 26, 1995); (v)the Alamo Improvement
Association(dated October 12, 1995); (vi) several non-governmental organizations,viz.,the
Sierra Club,the Greenbelt Alliance, Preserve Area Ridgelands Committee, Save Our Hills, and
the Mount Diablo Audubon Society (dated October 12, 1995).
Being satisfied of the foregoing matters,this Board on this date has by Ordinance
No. amended the Zoning Map to rezone the project site from Agricultural District(A-
80)to Planned Unit District(P-1).
— NOW, THEREFORE, BE IT RESOLVED that this Board hereby adopts the
Preliminary Development Plan, subject to the conditions attached hereto as Exhibit
Orig. Dept.: Director of Community Development
cc: County Administrator
Director of Growth Management and
Economic Development Agency
County Counsel
we-3268 3
THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA
Adopts this Order on , 1995, by the following vote:
AYES:
NOES:
ABSTAIN:
SUBJECT:
In the Matter of Shapell ) RESOLUTION NO.
Industries Application for )
Rezoning and Approval of )
Preliminary Development Plan )
The Board of Supervisors of the County of Contra Costa County RESOLVES as
follows:
This Board adopted the Dougherty Valley General Plan Amendment and the
Dougherty Valley Specific Plan on December 22, 1992, by Resolution Nos. 92/866 and 92/867.
These approvals were the subject of an environmental impact report('BIR"). On December 22,
1992; by Resolution No. 92/864, which resolution is incorporated herein by reference,this Board
certified the EIR and adopted CEQA Findings and Resolutions Related to Approval of the
Dougherty Valley General Plan Amendment and Specific Plan, and on December 12, 1995, by
Resolution No. , which resolution is incorporated herein by reference,this Board
considered the EIR and an Addendum to the EIR. Based upon its review and consideration of
the EIR, the Addendum and other evidence in the record,the Board has determined that the EIR
and the Addendum have been prepared in accordance with CEQA and, as more fully described in
the Addendum, no subsequent or supplemental EIR would be appropriate for this Board's
consideration of the Preliminary Development Plans, Rezonings and Development Agreements.
There is filed with the Clerk of this Board an application pertaining to approximately
2,000 acres within the planning area of the Dougherty Valley Specific Plan, seeking to rezone the
site from Agricultural District(A-80)to Planned Unit District(P-1) and requesting the adoption
we-3267 I
a
of the Preliminary Development Plan. This application, together with the Dougherty Valley
General Plan Amendment and Specific Plan,were the subject of duly noticed public hearings by
the County Zoning Administrator, the County Planning Commission, the San Ramon Valley
Regional Planning Commission and this.Board.
On December 1, 1992,the County Planning Commission adopted Resolution No. 70-
1992,recommending that this Board adopt the requested Rezoning and Preliminary,
Development Plans,with recommended conditions of approval.
On December 15, 1992,This Board directed staff to incorporate certain minor
modifications into the development to address issues raised by the County Planning
Commission, staff reports of November 16, 1992,November 22, 1992, and December 1, 1992,
and the San Ramon Valley Regional Planning Commission.
This Board declined to take action on the Rezonings,Development Agreements and
Preliminary Development Plans in 1992,pending the resolution of certain issues. Since that
time,the County's efforts have focused on resolving those issues and on resolving litigation,
associated with the project. As this time, all issues have been resolved and all litigation
associated with the project has been settled.
Having considered the EIR,the Addendum, oral and written public testimony, and
other evidence before the Board, and based on findings in Resolution 70-1992 by the Planning
Commission and the findings adopted by Resolution No. 95/ of this Board,the Board is
satisfied that:
A. The development is a large-scale integrated development which provides a
cohesive design in harmony with the surrounding area and demonstrates compliance with the
Growth Management Element of the General Plan. The mitigation measures imposed-as
Conditions of Approval will ensure that the Project meets service performance standards
established in the General Plan,the Dougherty Valley Specific Plan and County Code.
B. The applicant has indicated that it intends to commence construction within two
and one-half years of the effective date of the Rezoning and Preliminary Development Plan
approval.
C. The project is consistent with the County General Plan as amended by the 1992
Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan, which
designate this site for residential and commercial uses, substantial open space, retail, offices and
community service uses.
D. The project will constitute a residential environment of sustained desirability
and stability, and will be in harmony with the character of the nearby community. The project
.density is in accord with the 1992 Dougherty Valley General Plan Amendment and Specific Plan
for this area.
we-3267 2
4
i t
E. The project is needed at the proposed location to provide adequate commercial
facilities to support the residential development. Such facilities will not create an impact on
roadway systems because of the implementation of mitigation measures as described in the Final
Environmental Impact Report and the Addendum. The design of commercial facilities will be
reviewed under Final Development Plan applications for said areas to ensure that traffic
congestion will be obviated by presently projected improvements; and by demonstrable
provisions in the Preliminary Development Plan for proper entrances and exits; and by internal
provision for traffic and parking. Also, such review will ensure that the proposed commercial
facilities will be an attractive and efficient center and fit harmoniously into and will have no
adverse effects upon the adjacent or surrounding developments.
F. Overall,the project represents a harmonious, integrated plan whose long-term
buildout justifies exceptions from the normal applications of the County Code to allow for
flexibility and the ability to respond to changing planning needs over time.
G. The requested Rezoning and Preliminary Development Plan are consistent with
those certain Agreements to Settle Litigation Relating to the Dougherty Valley General Plan
Amendment, Specific Plan and Environmental Impact Report entered into by and between
Contra Costa County,Windemere Ranch Partners and Shapell Industries of Northern California
and(i)the City of San Ramon,the Town of Danville (dated May 11, 1994); (ii)the City of
Pleasanton(dated June 20, 1995); (iii)the City of Walnut Creek(dated July 11, 1995); (iv)the
East Bay Municipal Utility District(dated September 26, 1995); (v)the Alamo Improvement
Association(dated October 12, 1995); (vi) several non-governmental organizations,viz.,the
Sierra Club,the Greenbelt Alliance, Preserve Area Ridgelands Committee, Save Our Hills, and
the Mount Diablo Audubon Society(dated October 12, 1995).
Being satisfied of the foregoing matters,this Board on this date has by Ordinance
No. amended the Zoning Map to rezone the project site from Agricultural District(A-
80)to Planned Unit District(P-1).
NOW, THEREFORE, BE IT RESOLVED that this Board hereby adopts the
Preliminary Development Plan, subject to the conditions attached hereto as Exhibit
Orig. Dept.: Director of Community Development
cc: County Administrator
Director of Growth Management and
Economic Development Agency
County Counsel
we-3267 3
ORDINANCE NO. 95-
Windemere Ranch Partners Development Agreement
Page 1 of 2
WHEN RECORDED RETURN
TO CLERK,
BOARD OF SUPERVISORS
The Board of Supervisors of the County of Contra Costa ordains as follows:.
Section I. Findings. The Board hereby finds that the provisions of that certain development
agreement by and between the County of Contra Costa and Windemere Ranch Partners relating
to the development project known as The Dougherty.Valley General Plan Amendment, Specific
Plan and Related Projects (the "Development Agreement"),which is attached as Exhibit A and
hereby incorporated into this Ordinance for all purposes by this reference,has been found by the
County Zoning Administrator to be adequate for approval, and(as established by the terms of the
Development Agreement,the recommendations of the County Community Development
Department,the County Zoning Administrator, and such other information in the record
provided to the Board)is consistent with(1)the County's General Plan and the Dougherty Valley
Specific Plan and(2)those certain Agreements to Settle Litigation Relating to the Dougherty
Valley General Plan Amendment, Specific Plan and Environmental Impact Report entered into '
by and between Contra Costa County, Windemere Ranch Partners and Shapell Industries of
Northern California; and(i)the City of San Ramon and the Town of Danville (dated May 11,
1994); (ii)the City of Pleasanton(dated June 20, 1995); (iii)the City of Walnut Creek(dated
July 11, 1995); (iv)the East Bay Municipal Utility District(dated September 26, 1995); (v)the
Alamo Improvement Association(dated October 12, 1995); and(vi) several non-governmental
organizations,viz.,the Sierra Club,the Greenbelt Alliance, Preserve Area Ridgelands
Committee, Save Our Hills, and the Mount Diablo Audubon Society(dated October 12, 1995).
-The-Board hereby further finds that the underlying development project.to which the
Development Agreement relates was'subject to full and proper environmental review under
CEQA,resulting in the certification of an EIR(December 22, 1992),preparation of an
Addendum to the EIR, and consideration of the EIR and the Addendum(December 12, 1995),.
which review encompassed the Development Agreement.
Section II. Approval. Pursuant to the authorization provided in sections 65864 et seq. of the
Government Code of the State of California,the Board hereby approves the Development
Agreement. The Board hereby authorizes the Director of Community Development to execute
the Development Agreement on behalf of the County and to post a notice of determination
pursuant to Section 21152 of the California Public Resources Code regarding this approval.
Section III. Repeal. The Board hereby repeals Ordinance No. 90-88 (Windemere Ranch
Development Agreement) and rescinds in its entirety that certain development agreement entered
we-3265 1
into between the County and Windemere Ranch Partners dated October 2, 1990 relative to the
property known as Windemere Ranch.
Section IV. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or
phrase of this Ordinance is for any reason held to be unconstitutional or invalid, such a decision
shall not affect the validity of the remaining portions of this Ordinance. The Board hereby
declares that it would have passed each section, subsection, subdivision,paragraph, sentence,
clause or phrase of this Ordinance irrespective of the unconstitutionality or invalidity of any-
section,
nysection, subsection, subdivision,paragraph, sentence,clause or phrase.
Section V. Statute of Limitations. No action or proceeding("Action")may be brought by a
person,public agency, or public or private corporation,partnership, association, organization or
other business or non-business entity other than the parties to the Development Agreement or
their successors(collectively referred to as "Third Party")to attack, review,interpret,-set aside,
void,or annul all or any part of the Development Agreement or the decision of the County of
Contra Costa to approve and execute the Development Agreement,unless the Action is
commenced'and service made on the County of Contra Costa within 90 days from the County's
adoption of this Ordinance.
Section . Effective Date. This Ordinance shall become effective 30 days after passage and,
within 15 days of passage, shall be published once with the names of Supervisors voting for and
against it in the Contra Costa Times, a newspaper of general circulation published in this County.
PASSED and ADOPTED on , 1995 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator.
By:
Deputy Board Chair
Date:
we-3265 2
ORDINANCE NO. 95-
Shapell Industries, Inca Development Agreement
Page 1 of 2
WHEN RECORDED RETURN
TO CLERK,
BOARD OF SUPERVISORS
The Board of Supervisors of the County of Contra Costa ordains as follows:
Section in in s. The Board hereby finds that the provisions of that certain development
agreement by and between the County of Contra Costa and Shapell Industries,Inc. relating to the
development project known as The Dougherty Valley General Plan Amendment, Specific Plan
and Related Projects(the "Development Agreement"), which is attached as Exhibit A and
hereby incorporated into this Ordinance for all purposes by this reference,has been found by the
County Zoning Administrator to be adequate for approval,and(as established by the terms of the
Development Agreement,the recommendations of the County Community Development
Department,the County Zoning Administrator,and such other information in the record
provided to the Board)is consistent with(1)the County's General Plan and the Dougherty Valley
Specific Plan and(2)those certain Agreements to Settle Litigation Relating to the Dougherty
Valley General Plan Amendment, Specific Plan and Environmental Impact Report entered into
by and between Contra Costa County, Windemere Ranch Partners and Shapell Industries of
Northern California and(i)the City of San Ramon and the Town of Danville(dated May 11,
1994); (ii)the City of Pleasanton(dated June 20, 1995); (iii)the City of Walnut Creek(dated
July 11, 1995);_(iv)the East Bay Municipal Utility District(dated September 26, 1995); (v)the
Alamo Improvement Association(dated October 12, 1995); and (vi) several non-governmental
organizations, viz., the Sierra Club,the Greenbelt Alliance, Preserve Area Ridgelands
Committee, Save Our Hills, and the Mount Diablo Audubon Society(dated October 12, 1995).
The-Board hereby further finds that the underlying development project to which the
Development Agreement relates was subject to full and proper environmental review under
CEQA, resulting in the certification of an EIR(December 22, 1992), preparation of an
Addendum to the EIR, and consideration of the EIR and the Addendum(December 12, 1995),
which review encompassed the Development Agreement.
Section II. Approval. Pursuant to the authorization provided in sections 65864 et seq. of the
Government Code of the State of California,the Board hereby approves the Development
Agreement. The Board hereby authorizes the Director of Community Development to execute
the Development Agreement on behalf of the County and to post a notice of determination
pursuant to Section 21152 of the California Public Resources Code regarding this approval.
Section III. Repeal. The Board hereby repeals Ordinance No. 90-87 (Gale Ranch Development
Agreement) and rescinds in its entirety that certain development agreement entered into between
we-3266 1
the County and Shapell Industries dated October 2, 1990 relative to the property known as Gale
Ranch.
Section IV. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or
phrase of this Ordinance is for any reason held to be unconstitutional or invalid, such a decision
shall not affect the validity of the remaining portions of this Ordinance. The Board hereby
declares that it would have passed each section, subsection, subdivision,paragraph, sentence,
clause or phrase of this Ordinance irrespective of the unconstitutionality or invalidity of any
section, subsection, subdivision,paragraph, sentence, clause or phrase.
Section V. Statute of Limitations. No action or proceeding("Action")may be brought by a
person,public agency, or public or private corporation,partnership, association,organization or
other business or non-business entity other than the parties to the Development Agreement or
their successors.(collectively referred to as "Third Party")to attack,review,interpret, set aside,
void, or annul all or any part of the Development.Agreement or the decision of the County of
Contra Costa to approve and execute the Development Agreement,unless the Action is
commenced and service made on the County of Contra Costa within 90 days from the County's
adoption of this Ordinance.
Section VI. Effective Date. This Ordinance shall become effective 30 days after passage and,
within 15 days of passage, shall be published once with the names of Supervisors voting for and
against it in the Contra Costa Times, a newspaper of general circulation published in this County.
PASSED and ADOPTED on , 1995 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST: PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator
By:
Deputy Board Chair
Date:
we-3266 2
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Morrison& Foerster
P.O. Box 8130
101 Ygnacio Valley Road, Suite 450
Walnut Creek, California 94596-3570
Attention: R. Clark Morrison
(Space Above This Line Reserve For Recorder's Use)
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE COUNTY OF CONTRA COSTA
AND
WINDEMERE RANCH PARTNERS
TABLE OF CONTENTS
Pase
RECITALS .......................................................................... 1
AGREEMENT ...................................................................... 4
ARTICLE 1. EFFECTIVE DATE AND TERM ......................... 4
Section 1.01. Effective Date ...................................... 4
Section 1.02. Term ................................................. 4
S
ARTICLE 2. DEFINITIONS ................................................ 4
ARTICLE 3. OBLIGATIONS OF DEVELOPER AND COUNTY .. 8
Section 3.01. Obligations of Developer
Generally ........................................... 8
Section 3.02. Obligations of County
Generally ........................................... 8
Section 3.03. Compliance with Settlement
Agreements ......................................... 8
Section 3.04 Preliminary Development Plan .................. 8
Section 3.05. Affordable Housing ............................... 8
Section 3.06 Designation of Preferred
Water Provider ..................................... 8
Section 3.07. Design Issues ....................................... 9
Section 3.08. Coordination of On-Site
Improvements ...................................... 9
Section 3.09. Danville/San Ramon/County
Traffic Mitigation ................................. 9
Section 3.10. Pleasanton Traffic Mitigation .................... 12
i
Page
Section 3.11. Dublin Traffic Mitigation ........................ 12
Section 3.12. Walnut Creek Traffic
Mitigation ........................................... 13
Section 3.13. Processing Fees .................................... 13
Section 3.14. Mitigation Monitoring Program ................. 13
Section 3.15. Other Financing Requirements .................. 14
ARTICLE 4. STANDARDS, LAWS AND PROCEDURES
GOVERNING WINDEMERE RANCH .................. 14
Section 4.01. Permitted Uses ..................................... 14
(1), In General.........................................:................... 14
(2) Exceptions .....................................:...................... 14
Section 4.02. Applicable Law .................................... 15
Section 4.03. No Conflicting Enactments ....................... 15
Section 4.04. Uniform Codes ..................................... 17
Section 4.05. CEQA ............................................... 17
Section 4.06. Moratoria and Restrictions and
Limitations on the Rate
or Timing of Development ....................... 17
Section 4.07. Further Assurances ................................ 17
Section 4.08. Life of Subdivision Maps, Development
Approvals, and Permits ........................... 18
Section 4.09. State and Federal Law ............................ 18
Section 4.10. Timing of Project
Construction and Completion .................... 18
Section 4.11. Developer Review of
Infrastructure Plans ................................ 19
ii
Page
ARTICLE 5. AMENDMENT................................................. 19
Section 5.01. Amendment of Planning Actions
and Project Approvals ............................ 19
(1) Administrative Amendments ....................................... 19
(2) Non-Administrative Amendments ................................ 19
Section 5.02. Amendment Of This Agreement ................ 20
(1) Insubstantial Amendments ......................................... 20
(2) Amendment Exemptions ........................................... 20
(3) Parties Required to Amend ........................................ 20
(4) Non-Assuming Transferees ........................................ 20
ARTICLE 6. COOPERATION-IMPLEMENTATION ................. 20
Section 6.01. Processing . ......................................... 20
Section 6.02. Eminent Domain Powers ......................... 22
Section 6.03. Other Government Permits ....................... 22
ARTICLE 7. COOPERATION IN THE EVENT OF
LEGAL CHALLENGE ...................................... 22
Section 7.01. Cooperation . ....................................... 22
Section 7.02. Cure; Reapproval ................................... 23
ARTICLE 8. DEFAULT; REMEDIES; TERMINATION ............. 23
Section 8.01. General Provisions . ............................... 23
(1) Defaults ........................................................ 23
(2) Termination .......................................................... 24
Section 8.02. Annual Review ...............................:..... 24
Section 8.03. Excusable Delays; Extension of
Time of Performance ............................. 25
iii
Page
Section 8.04. Legal Action ........................................ 25
Section 8.05. California Law ..................................... 25
Section 8.06. Resolution of Disputes . ........................... 26
ARTICLE 9. DEFENSE AND INDEMNITY ............................. 26
(1) Developer's Actions ................................................ 26
(2) County's Actions .................................................... 26
(3) Further Agreements ................................................. 26
ARTICLE 10. NO AGENCY, JOINT VENTURE OR
PARTNERSHIP ............................................... 26
ARTICLE 11. MISCELLANEOUS .......................................... 27
Section 11.01. Incorporation of Recitals and
Introductory Paragraph . .......................... 27
Section 11.02. Severability ......................................... 27
Section 11.03. Other Necessary Acts ............................. 27
Section 11.04. Construction ........................................ 27
Section 11.05. Covenants Running
with the Land ...................................... 27
Section 11.06. Annexation to San Ramon ........................ 27
Section 11.07. Dougherty Valley
Development Strategy ............................. 28
Section 11.08. Other Public Agencies ............................ 28
Section 11.09. Attorneys' Fees .................................... 28
ARTICLE 12. NOTICES ...................................................... 28
iv
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE COUNTY OF CONTRA COSTA
AND
WINDEMERE RANCH PARTNERS
THIS DEVELOPMENT AGREEMENT (the "Agreement") is entered into as of
December_, 1995, by'and between WINDEMERE RANCH PARTNERS, a California limited
partnership ("Developer" or "Windemere"), and the COUNTY OF CONTRA COSTA, a political
subdivision of the State of California("County"), pursuant to California Government Code
§ 65864 gI=. This Agreement supersedes and replaces in its entirety that certain development
agreement entered into by and between Developer and County, dated October 2, 1990, which is
hereby terminated.
RECITALS
A. 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 enacted California Government Code § 65864 gI=. (the "Development
Agreement Statute"), which authorizes County to enter into an agreement with any person having
a legal or equitable interest in real property regarding the development of such property.
B. Pursuant to California Government Code § 65865, County has adopted
procedures and requirements for the consideration of development agreements(County
Resolution No. 85/412 and Ordinance No. 92-73). This Development Agreement has been
processed, considered and executed in accordance with such procedures and requirements.
C. Developer has a legal interest in certain real property consisting of
approximately 2379 acres located in the unincorporated portion of the County, as more
particularly described in Exhibit A attached hereto(the "Windemere Site"). The Windemere Site
may be expanded pursuant to a land exchange with the United States Department of the Army, in
which case the Windemere Site may include up to approximately 2439 acres of land.
D. Developer intends to develop the Windemere Site as a residential planned
community of 5,170 dwelling units,together with certain retail, office, community services and
other uses(defined more fully in Article 2 below as "Windemere Ranch").
E. County has taken several actions to review and plan for the future
development of Windemere Ranch. These include, without limitation, the following:
(1) EIB. On December 22, 1992 (the "First Approval Date"), pursuant
to the California Environmental Quality Act,the "CEQA Guidelines" and County's local
guidelines promulgated thereunder(hereinafter collectively referred to as "CEQA") and in
accordance with the recommendation of County's Zoning Administrator,the Board, by
1
Resolution No. 92/864, certified an environmental impact report regarding Windemere Ranch
(the "EIR").
(2) Urban Limit Line Modification. On the First Approval Date,
following review.by the San Ramon Valley Regional Planning Commission and the County
Planning Commission, and recommendation by the County Planning Commission, and after duly
noticed public hearing and certification of the EIR,the Board, by Resolution 92/865 (which was
approved by a 4/5 vote), approved a minor modification to County's Urban Limit Line to locate
certain lands (belonging to the United States Department of the Army and located in the
Dougherty Valley) inside the Urban Limit Line(the "Urban Limit Line Modification").
(3) General Plan Amendment. On the First Approval Date, following
review by the San Ramon Valley Regional Planning Commission and the County Planning
Commission, and recommendation by the County Planning Commission, and after duly noticed
public hearing, certification of the EIR and adoption of the Urban Limit Line Modification, the
Board, by Resolution 92/866, approved an amendment to the County General Plan(which,
together with the Urban Limit Line Modification, is referred to below collectively as the
"General Plan Amendment") addressing the Windemere Site and certain real property adjacent to
the Windemere Site including (i) approximately 2,708 acres owned by Shapell Industries, Inc.
and(ii) approximately 892 acres owned by the United States Department of the Army ("Camp
Parks").
(4) Specific Plan. On the First Approval Date, following review by
the San Ramon Valley Regional Planning Commission and the County Planning Commission,
and recommendation by the County Planning Commission, certification of the EIR, adoption of
the General Plan Amendment, and duly noticed public hearing,the Board, by Resolution 92/867,
approved a single specific plan for'the Windemere Site, the Shapell Site, and Camp Parks
(collectively, the "Dougherty Valley"), which specific plan is entitled the "Dougherty Valley
Specific Plan" (the "Specific Plan").
(5) Settlement Agreements. County,together with Developer and
Shapell, has entered into various agreements to settle litigation brought by certain parties against
the County as respondent, and against Developer and Shapell as real parties in interest, relating
to County's approval of the General Plan Amendment and Specific Plan and its certification of
the EIR(collectively,the "Settlement Agreements"). The Settlement Agreements establish,
among other things, certain procedures and standards that will be applied to County's
consideration and approval of the "Project Approvals" (defined below). The Settlement
Agreements consist of the following:
(a) San Ramon and Danville. That certain agreement entered
into by and among County, Developer, Shapell, the City of San Ramon("San Ramon") and the
Town of Danville ("Danville") on May 11, 1994 to settle certain claims brought by San Ramon
and Danville as more fully described therein(the "San Ramon Settlement Agreement").
(b) Pleasanton. That certain agreement entered into by and
among County, Developer, Shapell and the City of Pleasanton("Pleasanton")on June 20, 1995
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to settle certain claims brought by Pleasanton as more fully described therein(the "Pleasanton
Settlement Agreement").
(c) Walnut Creek. That certain agreement entered into by and
among County, Developer, Shapell and the City of Walnut Creek("Walnut Creek") on July 11,
1995 to settle certain claims brought by Walnut Creek as more fully described therein(the
"Walnut Creek Settlement Agreement").
(d) East Bay Municipal District. That certain agreement
entered into by and among County, Developer, Shapell and East Bay Municipal District
("EBMUD") on September 26, 1995 to settle certain claims brought by EBMUD as more fully
described therein(the "EBMUD Settlement Agreement").
(e) Alamo Improvement Association. That certain agreement
entered into by and among County, Developer, Shapell and the Alamo Improvement Association
("AIA") on October 12, 1995 to settle certain claims brought by AIA as more fully described
therein(the "AIA Settlement Agreement").
(f) Non-Governmental Organizations. That certain agreement
entered into on October 12, 1995 by and among County, Developer, Shapell and several non-
governmental organizations other than AIA,yam, the Sierra Club,the Greenbelt Alliance,
Preserve Area Ridgelands Committee, Save Our Hills and the Mount Diablo Audubon Society to
settle certain claims brought by such non-governmental organizations as more fully described
therein(the "NGO Settlement Agreement").
(6) P-1 Zoning and Preliminary Development Plan. On December
1995 (the "Second Approval Date"), following the preparation of an addendum to the EIR in
accordance with Section 15164 of the CEQA Guidelines (the "Addendum"), the Board's
consideration of the Addendum together with the EIR, and a duly noticed public hearing, the
Board adopted(i) County Ordinance No. , rezoning the Windemere Site to County's "P-1"
zoning district, consistent with the General Plan and the Specific Plan(the "Zoning") and
(ii)pursuant to Resolution 95/ , approved a Preliminary Development Plan for the Windemere
Site consistent with the Zoning(the "Preliminary Development Plan"). The General Plan
Amendment, Specific Plan,Zoning, Preliminary Development Plan and this Agreement are
sometimes collectively referred to herein as the "Planning Actions."
F. On the Second Approval Date, after a duly noticed public hearing and
considering the Dougherty Valley EIR Addendum, and the findings and recommendation of the
Zoning Administrator,the Board took the following actions: (1)made findings required by
Board Resolution No. 85/412, that the provisions of this Agreement are consistent with the
General Plan and the Specific Plan; (2)by Board Resolution No. , made the findings
required by CEQA; and(3) adopted Ordinance No. , approving and authorizing the
execution of this Agreement.
G. The parties acknowledge and agree that applications for specific land use
approvals, entitlements,permits and agreements(collectively,the "Project Approvals")must be
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made by Developer and reviewed(in compliance with CEQA)and approved, issued or entered
into by County prior to development of the Windemere Site. The Project Approvals may
include, without limitation, the following: design review approvals, improvement agreements
and similar agreements relating to Windemere Ranch,use permits, grading permits, building
permits, lot line adjustments, sewer and water connection permits, certificates of occupancy,
subdivision maps(including tentative, vesting tentative, parcel, vesting parcel, and final
subdivision maps), final development plans, rezonings, development agreements, landscaping
plans, encroachment permits, resubdivisions, and amendments to the Planning Actions or the
Project Approvals.
H. Each party acknowledges that it is entering into this Agreement
voluntarily.
NOW, THEREFORE, in consideration of the promises, covenants, and provisions set
forth herein, the receipt and adequacy of which consideration is hereby acknowledged, the parties
agree as follows:
AGREEMENT
ARTICLE 1. EFFECTIVE DATE AND TERM
Section 1.01. Effective Date. This Agreement shall become effective upon the date the
ordinance approving this Agreement becomes effective, or the date upon which this Agreement
is executed by Developer and County, whichever is later(the "Effective Date").
Section 1.02. Term. The term of this Agreement(the "Term") shall commence upon the
Effective Date and continue for a period of twenty-five (25)years.
ARTICLE 2. DEFINITIONS
"Addendum" shall have that meaning set forth in Recital E(6)of this Agreement.
"Administrative Amendment" shall have that meaning set forth in Section 5.01(1) of this
Agreement.
"Affordable Housing Program" shall have that meaning set forth in Section 3.05 of this
Agreement.
"Agreement" shall mean this Development Agreement and any amendments hereto.
"AIA Settlement Agreement" shall have that meaning set forth in Recital E(5)(e)of this
Agreement.
"Annual Review" shall have that meaning set forth in Section 8.02 of this Agreement.
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"Applicable Law" shall have that meaning set forth in Section 4.02 of this Agreement.
"Board" shall mean the Board of Supervisors of the County of Contra Costa.
"Camp Parks" shall have that meaning set forth in Recital E(3)of this Agreement.
"CEQA" shall have that meaning set forth in Recital E(1) of this Agreement.
"Changes in the Law" shall have that meaning set forth in Section 4.09 of this
Agreement.
"Community Development Director".shall mean the Director of the County's Department
of Community Development, or his or her designee.
"Country Club Site" shall mean the approximately 618 acres owned by.Shapell and
located within the Dougherty Valley for which the County approved a general plan amendment,
rezoning, preliminary development plan, final development plan, subdivision map and
development agreement on December 20, 1994.
"County" shall mean the County of Contra Costa, and shall include, unless otherwise
provided, any of the County's agencies, departments, officials, employees or consultants.
"County General Plan" or "General Plan" shall mean the General Plan of the County of
Contra Costa.
"County Law" shall have that meaning set forth in Section 4.03 of this Agreement.
"Danville Settlement Agreement" shall have that meaning set forth in Recital E(5)(a) of
this Agreement.
"Default Notice" shall have that meaning set forth in Section 8.01 of this Agreement.
"Deficiencies" shall have that meaning set forth in Section 7.02 of this Agreement.
"Developer" shall have that meaning set forth in the preamble, and shall further include,
unless otherwise provided,Developer's successors,heirs, assigns, and transferees.
"Development Agreement Statute" shall have that meaning set forth in Recital A of this
Agreement.
"Dougherty Valley" shall have that meaning set forth in Recital E(4) of this Agreement.
"EBMUD Settlement Agreement" shall have that meaning set forth in Recital E(5)(d)of
this Agreement.
"Effective Date" shall have that meaning set forth in Section 1.01 of this Agreement.
"EIR" shall have that meaning set forth in Recital E(1)of this Agreement.
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"Entire Gale Ranch Site" shall have that meaning set forth in Section 6.01 of this
Agreement.
"First Approval Date" shall have that meaning set forth in Recital E(1) of this Agreement.
"Foreclosure" shall have that meaning set forth in Section 14.01 of this Agreement.
"Gale Ranch Site" or "Shapell Site" shall mean the approximately 2,090 acres owned by
Shapell Industries, Inc., located in the Dougherty Valley, excluding the Country Club Site.
"General Plan Amendment" shall have that meaning set forth in Recital E(3) of this
Agreement.
"Growth Management Element" shall mean the Growth Management Element of the
General Plan as of the Second Approval Date.
"JEPA" shall have that meaning set forth in Section 3.09 of this Agreement.
"Judgment" shall have that meaning set forth in Section 7.02 of this Agreement.
"Local TIF Account" shall have that meaning set forth in Section 3.09 of this Agreement.
"Local TIF Funds" shall have that meaning set forth in Section 3.09 of this Agreement.
"Local TIF Program" shall have that meaning set forth in Section 3.09 of this Agreement.
"Mitigation Monitoring Program" shall have that meaning set forth in Section 3.14 of this
Agreement.
"Mortgage" and "Mortgagee" shall have the meanings assigned to those terms in
Section 14.01 of this Agreement.
"NGO Settlement Agreement" shall have that meaning set forth in Recital E(5)(f) of this
Agreement.
"Non-Assuming Transferee" shall have that meaning set forth in Section 13.03 of this
Agreement.
"Notice of Compliance" shall have that meaning set forth in Article 15 of this Agreement.
"Off-Site Traffic Improvements" shall have that meaning set forth in Article 3 of this
Agreement.
"On-Site Traffic Improvements" shall have that meaning set forth in Article 3 of this
Agreement.
"Permit Tracking System" shall have that meaning set forth in Section 3.14 of this
Agreement.
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develop agreement/wc-2881 v6 11/27/95 12:42 pm
"Planning Actions" shall have that meaning set forth in Recital E(6) of this Agreement..
"Planning Commission" shall mean the County's Planning Commission.
"Pleasanton Settlement Agreement" shall have that meaning set forth in Recital E(5)(b)of
this Agreement.
"Preliminary Development Plan" shall have that meaning set forth in Recital E(6) of this
Agreement.
"Processing Fees" shall have that meaning set forth in Section 3.13 of this Agreement.
"Project Approvals" shall have that meaning set forth in Recital G of this Agreement.
"Project Traffic Improvements" shall have that meaning set forth in Section 3.09 of this
Agreement.
"San Ramon Settlement Agreement" shall have that meaning set forth in Recital E(5)(a)
of this Agreement.
"Second Approval Date" shall have that meaning set forth in Recital E(6) of this
Agreement.
"Settlement Agreements" shall have that meaning set forth in Recital E(5)of this
Agreement.
"Shapell Site" or "Gale Ranch Site" shall mean the approximately 2,090 acres owned by
Shapell Industries, Inc., located in the Dougherty Valley excluding the Country Club Site.
"Specific Plan" shall have that meaning set forth in Recital E(4) of this Agreement.
"Term" shall have that meaning set forth in Section 1.02 of this Agreement.
"Traffic Impact Fee" shall have that meaning set forth in Section 3.09 of this Agreement.
"Urban Limit Line Modification" shall have that meaning set forth in Recital E(2)of this
Agreement.
"Walnut Creek Settlement Agreement" shall have that meaning set forth in
Recital E(5)(c)of this Agreement.
"Windemere Ranch" shall mean the Windemere Site and all improvements to be
constructed thereon as described in the Planning Actions and(as and when they are adopted or
issued)the Project Approvals, and all off-site improvements to be constructed in connection
therewith.
"Windemere Site" shall have that meaning set forth in Recital C of this Agreement.
"Zoning" shall have that meaning set forth in Recital E(6)of this Agreement.
ARTICLE 3. OBLIGATIONS OF DEVELOPER AND COUNTY
Section 3.01. Obligations of Developer Generally. The parties acknowledge and agree
that County's agreement to perform and abide by the covenants and obligations of County set
forth herein is material consideration for Developer's agreement to perform and abide by the
covenants and obligations of Developer set forth herein.
Section 3.02. Obligations of CountyGem. The parties acknowledge and agree that
Developer's agreement to perform and abide by the covenants and obligations of Developer set
forth herein is material consideration for County's agreement to perform and abide by the
covenants and obligations of County set forth herein.
Section 3.03. Compliance with Settlement Agreements. The terms and provisions of this
Agreement are intended to be consistent with and not to modify, and shall not be deemed to
abrogate or limit compliance with or the implementation or enforcement of, the terms and
provisions of any of the Settlement Agreements. In the event of any conflict between the terms
and provisions of this Agreement and any Settlement Agreement, the terms and provisions of
such Settlement Agreement shall prevail to the extent of such conflict. If and to the extent any
obligation of any party under any of the Settlement Agreements is terminated for any reason,
including, without limitation, any obligation under Section 3.12 (relating to the Interstate
680/Highway 24 Interchange), Section 3.07 (relating to Design Issues), Section 3.10 (relating to
the payment of traffic fees to the City of Pleasanton), then such obligation shall not be required
to be satisfied hereunder.
Section 3.04. Preliminary Development Plan. Except as otherwise specifically agreed by
County, Developer shall comply with all conditions of approval to the Preliminary Development
Plan.
Section 3.05. Affordable Housing. Developer shall, in connection with its development
of Windemere Ranch, implement the terms and provisions of the Affordable Housing Program as
adopted by the Board of Supervisors on March 22, 1994 pursuant to Board Order 94/ (the
"Affordable Housing Program"),which requires that a minimum of twenty-five percent(25%)of
all dwelling units be developed as affordable to low, very low and moderate income households.
Section 3.06. Designation of Preferred Water Provider. In consequence of the court-
sanctioned EBMUD Settlement Agreement, Policy U-1 of the Specific Plan which identifies
alternative water suppliers shall be interpreted and applied to Windemere Ranch as follows:
Dublin San Ramon Services District is the preferred water provider for the Windemere Site.
EBMUD is an alternative water provider,but only pursuant to the terms and conditions set forth
in the EBMUD Settlement Agreement. Although such an amendment is not required for this
Agreement to be consistent with the Specific Plan, County staff will support and diligently
process an amendment which will incorporate such language into the Specific Plan.
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Section 3.07. Design Issues. Paragraphs 2, 3(a) and 3(b)of the NGO Settlement
Agreement require certain actions to be taken with respect to the design of Windemere Ranch,
including participation in the development of a design program for the "Village Center" of the
Dougherty Valley; provision of approximately eighty (80)acres of additional open space
(provided that such reconfiguration is physically feasible and permitted by law); and relocation
of the high school site proposed for the Dougherty Valley. Any obligation of Developer or
County under such provisions of the NGO Settlement Agreement shall be satisfied in connection
with any tentative map covering the area of the Windemere Site affected by such obligation,
which tentative map will be approved together with any necessary general plan amendment,
specific plan amendment or rezoning.
Section 3.08. Coordination of On-Site Improvements.
County shall require that access or right-of-way for those certain road improvements
described on Exhibit B, attached hereto and incorporated herein by reference, as roadway
segments W-1 and W-2, be offered for dedication as and at the times provided in the conditions
of approval of Shapell's preliminary development plan for the Gale Ranch Site(as approved by
the Board on the Second Approval Date pursuant to Res._) and the conditions of approval
for the preliminary development plan for the Country Club Site (as approved by the Board on
December 20, 1994 pursuant to Res. 94-649.); provided, however,that if Developer's project
generates the need for access or right-of-way for roadway segments W-1 and/or W-2 over the
Shapell Site prior to the time such access or right-of-way is required for Shapell's project,then
County shall ensure that the provision of such access or right-of-way is subject to the following:
In order to accommodate Developer's development schedule, Developer may elect to
assume responsibility for constructing, without reimbursement from Shapell, roadway segments
W-1 and/or W-2 in which case Shapell shall dedicate or offer to dedicate, as required by County,
the necessary right-of-way to County upon satisfaction of the following conditions: (i) Shapell
will have reasonably reviewed and approved Bollinger Canyon Road's horizontal and vertical
alignment, grading and improvement plans; (ii) Developer shall have provided to Shapell
improvement agreements deemed acceptable by County and executed by all parties, together
with completion and payments bonds so that the improvements shall be duly completed and no
liens shall remain on Shapell's property; and(iii) Developer shall have procured a policy of
Comprehensive General Liability Insurance in an amount and from an insurance company
reasonably satisfactory to County naming Shapell as an additional insured. Shapell shall have
the right but not the obligation reasonably to designate the source of cut/fill dirt from the Gale
Ranch Site which shall be used to the extent needed for roadway segments W-1 and/or W-2.
Section 3.09. Danville/San Ramon/County Traffic Mitigation.
(1) Certain traffic improvements within the County, San Ramon and Danville
are or may be required to accommodate development under the Specific Plan(the "Project
Trak Improvements"). The Project Traffic Improvements include(i)the on-site traffic
improvements described in the Specific Plan as the"Internal Circulation System" (the "On-Site
Traffic Improvements"), (ii)the off-site traffic improvements described on Exhibit C-1, attached
9
hereto and incorporated herein by reference (the "Initial Project Traffic Improvements") and
(iii)certain additional off-site traffic improvements described on Exhibit C-2, attached hereto
and incorporated herein by reference(the "Additional Project Traffic Improvements"). The
Initial Project Traffic Improvements and the Additional Project Traffic Improvements are
sometimes referred to collectively below as the "Off-Site Traffic Improvements."
(2) Subject to the provisions of Section 3.08 above, Developer shall be
responsible for the construction of those On-Site Traffic Improvements made necessary by
Windemere Ranch.
(3) Developer shall pay to County a per-unit traffic impact fee (the "Traffic
Impact Fee") in the amount necessary, but no more than the amount necessary, to fund
Developer's fair share of the cost of construction of the Off-Site Traffic Improvements; provided,
however, that Developer shall have responsibility for constructing roadway segment W-3 as
shown on attached Exhibit B and Shapell shall have responsibility for constructing roadway
segments S-1 and S-2 as shown on attached Exhibit B. In calculating Developer's and Shapell's
respective obligations for the construction and/or funding of the Off-Site Traffic Improvements,
the costs of roadway segments S-1, S-2 and W-3 shall be deducted from the aggregate total cost
of the Off-Site Traffic Improvements and not considered in making such calculations. The
amount of the Traffic Impact Fee shall be determined as set forth in subsection(4)below, and
shall apply to residential units developed on the Windemere Site. The Traffic Impact Fee
applicable to a residential unit shall be paid when the building permit for such unit is issued.
(4) The amount of the Traffic Impact Fee shall be determined within six (6)
months following County's approval of this Agreement, but no later than the date upon which the
County first approves a tentative subdivision map showing individual residential lots for any
portion of the Dougherty Valley (other than for the Country Club Site), in the following manner:
County, Developer, Shapell and, as required by the San Ramon Settlement Agreement,
representatives of Danville and San Ramon, shall meet and confer in good faith to determine
(i)the estimated reasonable cost of the Off-Site Traffic Improvements and(ii)the respective
proportions of such cost that fairly should be borne by Windemere and Shapell (taking into
account, among other things, development planned for the Country Club Site and the fees being
paid by Shapell with respect thereto)and other projects or parties, if any, contributing to the need
for such improvements and to whom the Traffic Impact Fee will apply. In making such
determinations and establishing the amount of the Traffic Impact Fee, it shall be recognized that
(a) Developer's==contribution to the traffic improvements described on Exhibit C-3,
attached hereto and incorporated herein by reference, shall be no more than is specified in, and
shall be paid as described in, Exhibit C-3; and(b) Developer and Shapell shall, taken together, be
responsible for the entire cost of the Initial Project Traffic Improvements as set forth in the
San Ramon Settlement Agreement(although each shall be responsible only for its fair share of
the cost of such improvements). The costs and proportions so determined and agreed-upon by
County and Developer shall be reflected, as appropriate, in the Traffic Impact Fee. The amount
of the Traffic Impact Fee shall be adjusted annually in accordance with the construction cost
index published in the Engineering News Record.
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(5) County shall enter into such agreements with San Ramon and Danville as
may be necessary or appropriate to establish a joint exercise of powers agreement(the"JEPA")
or some other program or mechanism to provide for(i)the collection of traffic impact fees from
development projects in San Ramon, Danville and Contra Costa County and within the boundary
of the JEPA or other program or mechanism that will contribute to the need for the Additional
Project Traffic Improvements, which fees shall be in amounts consistent with the determinations
made under Subsection(4) above, (ii)the establishment of an account or accounts (the "Local
TIF Account") to hold Traffic Impact Fees collected from Developer and Shapell, and traffic
impact fees collected from the developers of other projects that will contribute to the need for the
Additional Project Traffic Improvements (collectively, the"Local TIF Funds"); and (iii) the
transfer to San Ramon, Danville and County of Local TIF Funds attributable to the Off-Site
Traffic Improvements to be developed within those jurisdictions (the"Local TIF Program").
(6) The timing of when an Off-Site Traffic Improvement is needed will be
determined by Measure C (1988) and any conditions of approval for subdivision maps. If the
Local TIF Program has not received sufficient developer fees to fund such an improvement when
it is needed, then Developer may be required to fund the difference, or construct the
improvement, to ensure the improvement is built on time. In such case, Developer shall enter
into a reimbursement agreement with County to credit or reimburse Developer the eligible
construction costs that were advanced to build the project. Any credit so provided shall be
applied in full against the Traffic Impact Fee for each residential unit that receives a building
permit following completion of the Off-Site Traffic Improvement by Developer(rather than pro
rata against the Traffic Impact Fee for all remaining residential units in the Project)until such
time as the full credit has been provided.
(7) County shall establish and implement a mechanism to reimburse
Developer, and shall reimburse Developer,that portion of the costs to be incurred by Developer
in connection with the funding or construction of the On-Site Traffic Improvements and the Off-
Site Traffic Improvements that represents the extent to which such traffic improvements will
serve traffic generated by projects that are developed pursuant to general plan amendments
approved on or after the Effective Date.
(8) To the extent that any Project Traffic Improvement funded or constructed
by Developer is included on a project list under any Measure C Action Plan or CMP Deficiency
Plan, and provided such transportation improvement has sufficient priority under such Action
Plan or Deficiency Plan, Developer shall receive a credit against,or reimbursement from, any
traffic fee imposed upon Developer under Section 3.09(11) or Section 3.12 of this Agreement.
(9) Some portion of the Traffic Impact Fee may be allocated to and collected
from commercial development(on a per-square-foot basis)to occur as a part of Windemere
Ranch; provided,however,that the total amount of Traffic Impact Fee to be collected from
residential development to occur as a part of Windemere Ranch(as determined above) shall be
reduced by the amount of funds to be so collected from commercial development.
11
(10) County shall make its final determination of compliance with the
standards of the Growth Management Element of the General Plan relating to traffic in
conjunction with the review and approval of tentative subdivision maps.
(11) County shall not impose on Developer any fee or other obligation with
respect to roads or traffic impacts other than as specifically set forth in this Agreement,
Section 4.4 of the San Ramon Settlement Agreement(relating to assurance of compliance with
traffic service objectives),.Paragraph 1 of the Walnut Creek Settlement Agreement or
Paragraph 1 of the Pleasanton Settlement Agreement(relating to Developer's payment of fees to
Pleasanton). Notwithstanding the foregoing, nothing in this Agreement shall prevent the County
from(i) applying to Windemere Ranch any subregional traffic impact fee required by
Measure C (1988) and adopted and applied consistently and on a uniform basis throughout the
Tri-Valley subregion by each of the seven jurisdictions that are now signatories to the Tri-Valley
Transportation Council joint powers agreement which is adopted prior to the vesting date of any
tentative map(provided, however, that County shall provide to Developer a credit against any
such fee for traffic improvements constructed and/or funded by Developer under this Agreement
or the San Ramon Settlement Agreement), (ii) imposing on Windemere Ranch reasonable
requirements for the funding or construction of additional minor traffic improvements made
necessary by Windemere Ranch and identified through CEQA review of individual tentative map
applications for Windemere Ranch, or(iii) imposing on the Windemere Ranch a subregional
traffic fee developed by the JEPA identified in Section 3.09(5)to satisfy Measure C requirements
and for the sole purpose of funding a fair share contribution of the Alcosta ramp realignment
project at I-680 and the auxiliary lanes project on I-680 between Bollinger Canyon Road and
Diablo Road. .
Section 3.10. Pleasanton Traffic Mitigation. Separate and apart from the Traffic Impact
Fee, Developer shall pay to County $150 for each residential unit developed pursuant to the
Project Approvals ("Pleasanton Traffic Fees"). The Pleasanton Traffic Fees will be collected by
County upon its issuance of the building permit for each such unit and delivered to Pleasanton
for the mitigation of traffic impacts on roadways located in its jurisdiction. If for any reason
San Ramon assumes the responsibility for issuing building permits for the Project(although the
parties anticipate that County will retain responsibility for the issuance of building permits
notwithstanding the municipal annexation of any portion of Windemere Ranch), San Ramon
shall collect and deliver the Pleasanton Traffic Fees as set forth above. As provided in
Paragraph 5(b)of the Pleasanton Settlement Agreement, Developer's obligations pursuant to this
Section 3.10 and Paragraph 1 of the Pleasanton Settlement Agreement shall cease in the event
that Pleasanton files any legal action challenging any use or approval or any modification to any
use or approval relating to the Dougherty Valley.
Section 3.11. Dublin Traffic Mitigation. County and Developer shall work with the City
of Dublin to establish a mutually acceptable fee to account for the cost of mitigating the traffic-
related impacts of the Project on roadways located in the City of Dublin net of the cost of
mitigating the traffic-related impacts of development projected to occur within the City of Dublin
(including,without limitation,the East Dublin project) on the On-Site and Off-Site Traffic
Improvements, if any. Such fee, if any, will be collected by County upon its issuance of the
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building permit for each residential unit in the Project and delivered to Dublin for the mitigation
of traffic impacts on roadways in its jurisdiction. If for any reason San Ramon assumes the
responsibility for issuing building permits for the Project(although the parties anticipate that
County will retain responsibility for the issuance of building permits notwithstanding the
municipal annexation of any portion of Windemere Ranch), San Ramon shall collect and deliver
the such traffic fees as set forth above. If County, Developer and the City Dublin are unable to
arrive at a mutually acceptable fee within six (6)months following the Effective Date,then
County and Developer may themselves determine the amount of such fee. Any fee imposed on
the Project pursuant to this Section 3.11 shall be approved by the Board of Supervisors and,
except as otherwise agreed by County and Developer, remain fixed in an amount not to exceed
$490 per residential unit throughout the term of this Agreement; provided, however, that such fee
may be subject to escalation in accordance with the"Construction Cost Index" published in
Engineering News Record.
Section 3.12. Walnut Creek Traffic Mitigation. Notwithstanding any other provision
contained herein, all future tentative subdivision maps covering the Windemere Site shall be
subject to all standards and requirements adopted by the County pursuant to Measure C (1988),
including but not limited to the Tri-Valley Action Plan or fees adopted thereunder, and all
standards and requirements adopted pursuant to Title 7, Division 1, Chapter 2.5 of the
Government Code (Section 65080 et seq.), including but not limited to all congestion
management plans and deficiency plans adopted thereunder, provided that such standards and
requirements are designed to mitigate congestion on the Interstate 680/Highway 24 interchange
or streets within Walnut Creek, are applied to all other major residential projects within the
member jurisdictions of SWAT, TRANSPAC and TRANSPLAN, and are imposed by the
County or City only to the extent of the project's impacts on the interchange or streets within
Walnut Creek. Neither the foregoing provision nor any other provision of this Agreement(other
than the section of this Agreement relating to traffic-based reductions in permitted development
(Section 4.01)) shall limit the authority of the County to apply the standards and requirements
described above adopted pursuant to Measure C (1988), including, but not limited to, any Action
Plan or fees.
Section 3.13. Processing Fees. Fees charged by County which solely represent the
reasonable costs to County for County staff time and resources spent reviewing and processing
Project Approvals are referred to in this Agreement as "Processing Fees." County may charge
Developer any applicable Processing Fee that is operative and in force and effect on a
Countywide basis at the time such Processing Fee ordinarily is collected.
Section 3.14. Mitigation Monitoring Program. Developer shall fund development and
operation of a system(the "Permit Tracking System")to monitor compliance with the
requirements of the San Ramon Settlement Agreement regarding the provision of certain capital
facilities, compliance with mitigation measures and compliance with project conditions,through
the payment of a fee not to exceed $100 per residential unit developed on the Windemere Site,
payable at recordation of the final map encompassing such unit. Developer shall, at the time
services are performed, pay the County staff costs of carrying out the County's Mitigation
Monitoring Program, as adopted by the Board on the First Approval Date, and as it may be
13 -
amended for the purposes of compliance with CEQA (the "Mitigation Monitoring Program"),
which are attributable to development of the Windemere Site, on a time and materials basis, and
shall pay the reasonable costs of consultants as necessary to implement the Mitigation
Monitoring Program.
Section 3.15. Other Financing Requirements.
(1) County and Developer shall cooperate in(i) the formation, as soon as
reasonably practicable but*in any event prior to the filing of the first final subdivision map for
any portion of the Dougherty Valley, of a County Service Area or other financing entity to
receive certain funds and provide certain services, including the operation and maintenance of
facilities and infrastructure, as described in Section 3.3 of the San Ramon Settlement Agreement
and (ii) the establishment, as soon as reasonably practicable but in any event prior to the filing of
the first final subdivision map for any portion of the Dougherty Valley, of a mechanism adequate
to fund the provision of such services as described in Section 3.3 of the San Ramon Settlement
Agreement.
(2) As described in Section 3.4 of the San Ramon Settlement Agreement,to
ensure that the Community Center, Senior Center, Library, and Police Substation described in
the Specific Plan will be constructed on a timely basis and made available to Dougherty Valley
residents at the appropriate time, County shall (except to the extent some other method for the
financing or provision of such facilities is requested or established by Developer or Shapell, as
appropriate) assess against residential units to be developed in the Dougherty Valley a fee,
special tax or assessment in an amount sufficient to fund Developer's and Shapell's obligation to
contribute to the cost of such facilities. Funds so collected will be held in a separate account and
made available to Developer or Shapell, as appropriate, for the construction of such facilities.
The precise form, timing and amount of such fee, tax or assessment shall be in accordance with
the terms and provisions of Exhibit D, attached hereto.
ARTICLE 4. STANDARDS,LAWS AND PROCEDURES GOVERNING
WINDEMERE RANCH
Section 4.01. Permitted Uses.
(1) In General. The permitted uses of the Windemere Site; the density and
intensity of use of the Windemere Site; the maximum height, bulk and size of proposed
buildings; provisions for reservation or dedication of land for public purposes and the location of
public improvements; the location of public utilities; and other terms and conditions of
development applicable to Windemere Ranch, shall be as set forth in the Planning Actions and,
as and when they are adopted or issued, the Project Approvals.
(2) Exceptions. Not in limitation of the foregoing,the permitted uses, density
and intensity of use of the Windemere Site shall include 5,170 residential units at the densities
provided for in the Specific Plan and 369,200 square feet of commercial space (exclusive of any
community college uses), subject to the following limitations:
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a. All development of the Windemere Site shall be consistent with
the General Plan, including the Growth Management Element thereof, as it existed on the Second
Approval Date. County may modify the permitted uses of the Windemere Site to the extent
necessary to attain such consistency, provided no other method of attaining such consistency is
feasible.
b. The parties acknowledge and agree that the terms and provisions of
the San Ramon Settlement Agreement include certain conditions to and limitations on the
development of Windemere Ranch. All development of Windemere Ranch shall be consistent
with such conditions and limitations. County may limit the development of the Windemere Site
to attain consistency with such conditions and limitations if no other method of attaining such
consistency is feasible.
C. Subject to Section 4.05 of this Agreement, County may modify the
permitted uses of the Windemere Site to the extent necessary to satisfy County's obligations
under CEQA and(as provided in Section 4.09 below) other State and federal laws, provided no
other method of satisfying such obligations is feasible.
d. Except to the extent otherwise specifically required by state or
federal law, no modification of the permitted uses of the Windemere Site shall occur with respect
to any portion of the Windemere Site with respect to which County has approved a tentative or
vesting tentative subdivision map.
Section 4.02. Annlicable Law. The rules, regulations, official policies, standards and
specifications applicable to Windemere Ranch(the "Applicable Law") shall be those in force and
effect on the Second Approval Date including, without limitation, the Planning Actions.
Applicable Law shall also include the Project Approvals as and when they are adopted or issued
from time to time.
Section 4.03. No Conflicting Enactments. Except as otherwise specifically set forth
herein or agreed to by Developer, County shall not apply to Windemere Ranch any ordinance,
resolution, rule, regulation, standard, directive, condition or other measure (each individually, a
"County Law") that is in conflict with Applicable Law(including this Agreement) or that reduces
the development rights provided by this Agreement. Without limiting the generality of the
foregoing, any County Law shall be deemed to conflict with Applicable Law(including this
Agreement) or reduce the development rights provided hereby if it would accomplish any of the
following results, either by specific reference to Windemere Ranch or as part of a general
enactment which applies to or affects Windemere Ranch:
a. except as otherwise specifically provided in Section 4.01(2) above,
reduce the number of residential units permitted to be developed on the Windemere Site to fewer
than 5,170 units, or revise the densities permitted by the Specific Plan;
b. except as otherwise specifically provided in Section 4.01(2) above,
reduce the square footage of commercial development permitted to be developed on the
Windemere Site to fewer than 369,200 square feet(exclusive of community college uses);
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C. except as otherwise specifically provided in Section 4.01(2) above,
limit or reduce the density or intensity of Windemere Ranch, or any part thereof, otherwise
require any reduction in the square footage or number of proposed buildings or other
improvements or revise the densities permitted by the Specific Plan;
d. except as otherwise specifically provided in Section 4.01(2) above,
change any land use designation or permitted use of the Windemere Site;
e. except as otherwise specifically provided in Section 4.01(2) above,
limit or control the location of buildings, structures, grading, or other improvements of
Windemere Ranch in a manner that is inconsistent with or more restrictive than the limitations
included in the Planning Actions or(as and when they are issued)the Project Approvals;
f. except as otherwise specifically provided in Section 4.01(2) above,
limit or control the availability of public utilities, services or facilities or any privileges or rights
to public utilities, services, or facilities (for example,water rights, water connections or sewage
capacity rights, sewer connections, etc.) for Windemere Ranch;
g. except as otherwise specifically provided in Section 4.01(2) above,
limit or control the rate, timing, phasing or sequencing of the approval, development or
construction of all or any part of Windemere Ranch;
h. apply to Windemere Ranch any County Law otherwise allowed by
this Agreement that is not uniformly applied on a County-wide basis to all substantially similar
types of development projects and project sites;
i. require the issuance of additional permits or approvals by County
other than those required by Applicable Law;
j. establish, enact, increase, or impose against Windemere Ranch any
fees, taxes (including without limitation general, special and excise taxes), assessments, liens or
other monetary obligations other than(i)those specifically permitted by this Agreement
(including Traffic Impact Fees, Processing Fees, fees to fund the Mitigation Monitoring Program
and financial obligations associated with the financing of the construction, operation and
maintenance of facilities and infrastructure, and the provision of services, as set forth in Article 3
above) and made necessary by Windemere Ranch and(ii) any County-wide taxes and
assessments;
k. establish, enact, increase or impose against Windemere Ranch any
rules, regulations, policies or standards that were not in effect on the Second Approval Date, or
otherwise impose against Windemere Ranch any condition, dedication or other exaction not
specifically authorized by Applicable Law and (except as authorized by the San Ramon
Settlement Agreement or required by the conditions to the Preliminary Development Plan) not
made necessary by Windemere Ranch; or
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1. limit the processing or issuance of Project Approvals or
applications for Project Approvals.
None of the Settlement Agreements shall be considered a "Conflicting Enactment" for the
purposes of this Agreement.
Section 4.04. Uniform Codes. Notwithstanding anything to the contrary contained in
this Agreement, County may apply to Windemere Ranch, at any time during the Term, then-
current Uniform Building Code and other uniform construction codes, and County's then-current
design and construction standards for road and storm drainage facilities, provided that any such
uniform code or standard shall apply to Windemere Ranch only to the extent that such code or
standard has been adopted by County and is in effect on a County-wide basis.
Section 4.05. CEQA. County's environmental review of Project Approvals pursuant to
CEQA shall utilize the EIR and the Addendum to the fullest extent permitted by law.
Section 4.06. Moratoria and Restrictions and Limitations on the Rate or Timing of
Development. In the event a County Law is enacted(whether by action of the Board or
otherwise, or by initiative, referendum, issuance of a Project Approval or other means) which
relates to the growth rate, timing, phasing or sequencing of new development or construction in
County or, more particularly, development and construction of all or any part of Windemere
Ranch, such County Law shall not apply to Windemere Ranch, or any portion thereof. County
Laws made inoperative by this provision include, but are not limited to, those that were not in
force and effect on the Second Approval Date and that tie development or construction to the
availability of public services and/or facilities (for example, the presence of a specified traffic
level of service or water or sewer availability).
Section 4.07. Further Assurances.
a. County shall not support, adopt or enact any County Law, or take
any other action which would violate the express or implied provisions, conditions, spirit or
intent of any of the Planning Actions or the Project Approvals.
b. Developer reserves the right to challenge in court any County Law
that would, in Developer's opinion, conflict with Applicable Law(including this Agreement) or
reduce the development rights provided by this Agreement.
C. County shall take any and all actions as may be necessary or
appropriate to ensure that the vested rights provided by this Agreement can be enjoyed by
Developer including, without limitation, any actions as may be necessary or appropriate to
ensure the availability of public services and facilities to serve Windemere Ranch as
development occurs.
d. Should any initiative, referendum, or other measure be enacted,
and any failure of to apply such measure by County to the Windemere Ranch be legally
challenged, Developer agrees to fully defend the County against such challenge, including
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providing all necessary legal services, bearing all costs therefor, and otherwise holding the
County harmless from all costs and expenses of such legal challenge and litigation.
Section 4.08. Life of Subdivision Maps, Development Approvals. and Permits. The term
of any subdivision map or and other permit approved as a Project Approval shall automatically
be extended as provided under California Government Code § 66452.6(a) or California
Government Code § 65863.9. Notwithstanding the foregoing, the vested rights associated with
any vesting tentative map (but not the term of such tentative map) shall terminate upon the
expiration of the Term of this Agreement.
Section 4.09. State and Federal Law. As provided in California Government Code
§ 65869.5, this Agreement shall not preclude the application to Windemere Ranch of changes in
laws, regulations, plans or policies, to the extent that such changes are specifically mandated and
required by changes in state or federal laws or regulations ("Changes in the Law"). In the event
Changes in the Law prevent or preclude compliance with one or more provisions of this
Agreement, such provisions of the Agreement shall be modified or suspended, or performance
thereof delayed, as may be necessary to comply with Changes in the Law, and County and
Developer shall take such action as may be required pursuant to this Agreement including,
without limitation, Article 6 (Cooperation-Implementation) and Section 8.03 (Excusable Delays;
Extension of Time of Performance). Not in limitation of the foregoing, nothing in this
Agreement shall preclude County from imposing on Developer any fee specifically mandated
and required by state or federal laws and regulations.
Section 4.10. Timing of Project Construction and Completion.
a. Notwithstanding Sections 84-66.1406(1) and 84-66.1602 of the
County Code,there is no requirement that Developer initiate or complete development of
Windemere Ranch or any particular phase of Windemere Ranch within any particular period of
time, and County shall not impose such a requirement on any Project Approval. The parties
acknowledge that Developer cannot at this time predict when or the rate at which or the order in
which phases will be developed. Such decisions depend upon numerous factors which are not .
within the control of Developer, such as market orientation and demand, interest rates,
competition and other similar factors.
b. In light of the foregoing and except as set.forth in subsection(c)
below,the parties agree that Developer shall be able to develop in accordance with Developer's
own time schedule as such schedule may exist from time to time, and Developer shall determine
which part of the Windemere Site to develop first, and at Developer's chosen schedule. In
particular, and not in limitation of any of the foregoing, since the California Supreme Court held
in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the
parties therein to consider and expressly provide for the timing of development resulted in a
.later-adopted initiative restricting the timing of development to prevail over such parties'
agreement, it is the parties' desire to avoid that result by acknowledging that Developer shall
have the right to develop Windemere Ranch in such order and at such rate and at such times as
Developer deems appropriate within the exercise of its subjective business judgment.
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C. Nothing in this Agreement shall exempt Developer from
completing work required by a subdivision agreement, road improvement agreement or similar
agreement in accordance with the terms thereof.
Section 4.11. Developer Review of Infrastructure Plans. Developer shall have the right
to review and comment on plans for any infrastructure improvement(including, without
limitation, streets, roads, trails and detention basins)to be constructed on the Windemere Site by
any private party.
ARTICLE 5. AMENDMENT
Section 5.01. Amendment of Planning Actions and Project Approvals. To the extent
permitted by state and federal law, any Planning Action(other than this Agreement) or Project
Approval may, from time to time, be amended or modified in'the following manner:
(1) Administrative Amendments. Upon the written request of Developer for
an amendment or modification to a Planning Action(other than this Agreement) or Project
Approval, the Community Development Director or his/her designee shall determine:
(i)whether the requested amendment or modification is minor when considered in light of
Windemere Ranch as a whole; and (ii) whether the requested amendment or modification is
consistent with Applicable Law(other than that portion of Applicable Law sought to be
amended). If the Community Development Director or his/her designee finds that the proposed
amendment or modification is both minor and consistent with Applicable Law(other than that
portion of Applicable Law sought to be amended),the amendment shall be determined to be an
"Administrative Amendment" and the Community Development Director or his designee may,
except to the extent otherwise required by law, approve the Administrative Amendment without
notice and public hearing. For the purpose of this Article 5, lot line adjustments, changes in trail
alignments, substitutions of comparable landscaping for any landscaping shown on any final
development plan or landscape plan, variations in the location of lots or homesites that do not
substantially alter the design concepts of Windemere Ranch, and variations in the location or
installation of utilities and other infrastructure connections or facilities that do not substantially
alter the design concepts of Windemere Ranch, shall be treated as Administrative Amendments.
(2) Non-Administrative Amendments. Any request of Developer for an
amendment or modification to a Planning Action(other thanthis Agreement) or Project
Approval which is determined not to be an Administrative Amendment as set forth above shall
be subject to review, consideration and action pursuant to Applicable Law(other than
subsection(1) above). Nothing in this section 5.01 shall limit any obligations of the County
under the San Ramon Settlement Agreement to submit any amendment or modification of a
Planning Action or Project Approval to the "Dougherty Valley Oversight Committee,"
established under the San Ramon Settlement Agreement, for,its review and comment or to
submit or provide any documentation required by any Settlement Agreement in accordance with
the terms of such Settlement Agreement.
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Section 5.02. Amendment Of This Agreement. This Agreement may be amended from
time to time,in whole or in part, by mutual written consent of the parties hereto or their
successors in interest, as follows:
(1) Insubstantial Amendments. Paragraph G of County's "Procedures and
Requirements for the Consideration of Development Agreements" (adopted by Board Resolution
No. 85/412)permits a development agreement to establish an alternative procedure for the
processing of"insubstantial amendments" to such an agreement. Pursuant to said Paragraph G,
any amendment to this Agreement which does not relate to (i)the Term of this Agreement,
(ii) permitted uses of the Windemere Site, (iii)provisions for the reservation or dedication of
land, (iv) conditions, terms, restrictions or requirements for subsequent discretionary actions,
(v) the density or intensity of use of the Windemere Site or the maximum height or size of
proposed buildings or(vi) monetary contributions by Developer, shall not, except to the extent
otherwise required by law, require notice or public hearing before the parties may execute an
amendment hereto; provided, however,that nothing in this Section 5.02 shall limit any
obligations of the County under the San Ramon Settlement Agreement to submit any amendment
to their Agreement to the Dougherty Valley Oversight Committee for review and comment.
(2) Amendment Exemptions. No amendment of a Planning Action(other than
this Agreement) or a Project Approval requested by Developer shall require an amendment to
this Agreement. Instead, any such amendment automatically shall be deemed to be incorporated
into Windemere Ranch and vested under this Agreement.
(3) Parties Required to Amend. Where a portion of Developer's rights or
obligations have been transferred and a "Transfer Agreement" (as described in Article 13 below)
has been executed in connection therewith,the signature of the person to whom such rights or
obligations have been transferred shall not be required to amend this Agreement unless such
amendment would materially alter the rights or obligations of such transferee hereunder;
provided, however,that any such transferee shall be provided with thirty (3 0) days' prior written
notice of any amendment to this Agreement.
(4) Non-Assuming Transferees. In no event shall the signature or consent of
any "Non-Assuming Transferee" (described in Section 13.03 below)be required to amend this
Agreement.
ARTICLE 6. COOPERATION-IMPLEMENTATION
Section 6.01. Processing.
(1) In taking the Planning Actions, County has established standards and
procedures to guide the future development of Windemere Ranch. The Project Approvals shall
be deemed to be tools to implement those standards and procedures and must be consistent
therewith.
(2) Without limiting the generality of the foregoing, except as otherwise
agreed to by Developer, County shall not through any Project Approval or the imposition of any
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condition of approval thereto, (i) except as specifically required pursuant to Section 4.01 of this
Agreement, reduce the number of residential units permitted to be developed on the Windemere
Site to fewer than 5,170 or change the distribution of those 5,170 units by density as provided in
the Specific Plan or reduce the square footage of commercial development permitted to be
developed on the Windemere Site to fewer than 369,200 square feet(exclusive of community
college uses); or(ii) otherwise enact or impose against Windemere Ranch any ordinance,
resolution, rule, regulation, standard, directive, condition or other measure that is in conflict with
Applicable Law(including this Agreement) as it exists immediately prior to the issuance of such
Project Approval, or that reduces the development rights provided by this Agreement.
(3) Upon submission by Developer of all appropriate applications and
processing fees for any Project Approval, County shall commence and complete (and shall use
its best efforts to promptly and diligently commence and complete) all steps necessary to act on
the Project Approval application including, without limitation, (i)the notice and holding of
public hearings and(ii)the decision whether to approve the Project Approval application as set
forth below.
(4) An application by Developer for a Project Approval may be denied by
County only if such application does not comply with Applicable Law, is inconsistent with the
Planning Actions (provided, however, that inconsistency with a Planning Action shall not
constitute grounds for denial of a Project Approval requested by Developer that is an amendment
to that Planning Action)or County is unable to make all findings required by state law in
connection with such Project Approval. County may approve an application for such a Project
Approval subject to any conditions necessary to bring the Project Approval into compliance with
Applicable Law, make the Project Approval consistent with the Planning Actions or allow
County to make the findings required by state law, so long as such conditions comply with
subsection(2) of this Section 6.01. If County denies any application for a Project Approval,
County must specify in making such denial modifications which are required to obtain approval
of such application. Any such specified modifications must be consistent with this Agreement
(including subsection(2) of this Section 6.01) and Applicable Law, and County shall approve the
application if subsequently resubmitted for County review if it complies with the specified
modifications.
(5) Developer shall, in a timely manner,provide County with all documents,
applications, plans, and other information necessary for County to carry out its obligations
hereunder and cause Developer's planners, engineers, and all other consultants to submit, in a
timely manner, all required materials and documents therefor.
(6) Any reduction in the amount of permitted development in the Dougherty
Valley resulting from either the application of Section 4.01(2) of this Agreement or.the
application of any comparable provision in any development agreement to which the Gale Ranch
Site or the Country Club Site (collectively, the "Entire Gale Ranch Site") is subject shall be
allocated as follows: If the reduction is the result of impacts of development in the Dougherty
Valley that cannot feasibly be allocated between development of the Entire Gale Ranch Site and
Windemere Ranch, the reduction in permitted development shall be allocated between Shapell
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and Developer such that the permitted development on the Entire Gale Ranch Site shall be 53
percent of the permitted development in the Dougherty Valley and the permitted development on
the Windemere Site shall be 47 percent of the permitted development in the Dougherty Valley..
If the reduction is the result of impacts of development in the Dougherty Valley that can be
feasibly allocated to either the development of the Entire Gale Ranch Site or Windemere Ranch,
such project shall bear such reduction. Reductions based on traffic-related impacts shall be
allocated 53%to Shapell and 47%to Windemere.
Subject to the foregoing, 3,995 residential units of the first 8,500 units in the Dougherty
Valley shall be allocated to Developer, and forty-seven percent of any development beyond
8,500 units in the Dougherty Valley will be allocated to Developer. No failure or delay by
Shapell in constructing its first 4,505 residential units on any portion of the Entire Gale Ranch
Site shall prevent or delay Developer from or in developing any units beyond its first 3,995
residential units.
Section 6.02. Eminent Domain Powers. County shall cooperate with Developer in
implementing the Planning Actions and Project Approvals. To the extent permitted by law and
subject to the terms and provisions of the San Ramon Settlement Agreement, such cooperation
shall include, without limitation, the use by County of its eminent domain powers where
necessary to implement the Planning Actions and any Project Approvals.
Section 6.03. Other Government Permits. Developer shall apply for such other permits
and approvals as may be required by other governmental or quasi-governmental agencies in
connection with the development of, or the provision of services to, Windemere Ranch. County
shall cooperate with Developer in its efforts to obtain such permits and approvals and shall, from
time to time at the request of Developer, use its best efforts to enter into binding agreements with
any such agency as may be necessary to ensure the availability of such permits and approvals.
ARTICLE 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE
Section 7.01. Cooperation.
(1) In the event of any administrative, legal or equitable action or other
proceeding instituted by any person not a party to this Agreement challenging the validity of any
provision of any Planning Action or Project Approval,the parties shall cooperate in defending
such action or proceeding, or proceeding to settlement or final judgment. Each party shall select
its own legal counsel and retain such counsel at its own expense, and in no event shall County be
required to bear the fees or costs of Developer's attorneys. Developer shall save and hold
harmless County from and against any and all claims and awards for third-party attorneys' fees
associated with such action or proceeding.
(2) The parties agree that this Section 7.01 shall constitute a separate
agreement entered into concurrently, and that if any other provision of this Agreement, or the
Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent
jurisdiction,the parties agree to be bound by the terms of this section, which shall survive such
invalidation, nullification or setting aside.
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Section 7.02. Cure; Reapproval.
(1) If, as a result of any administrative, legal or equitable action or other
proceeding as described in Section 7.01, all or any portion of the Planning Actions (including,
but not limited to, this Agreement) or Project Approvals are set aside or otherwise made
ineffective by any judgment(a "Judgment") in such action or proceeding (based on procedural,
substantive or other deficiencies, hereinafter "Deficiencies"), the parties agree to use their
respective best efforts to sustain and reenact or readopt those Planning Actions and/or Project
Approvals that the Deficiencies related to, as follows, unless the Parties mutually agree in writing
to act otherwise:
a. If any Judgment requires reconsideration or consideration by
County of a Planning Action or Project Approval, then the County shall consider or reconsider
that matter in a manner consistent with the intent of this Agreement. If any such Judgment
invalidates or otherwise makes ineffective all or any portion of any Planning Action or Project
Approval, then the Parties shall cooperate and shall cure any Deficiencies identified in the
Judgment or upon which the Judgment is based in a manner consistent with the intent of this
Agreement. County shall then readopt or reenact the Planning Action or Project Approval, or
any portion thereof, to which the Deficiencies related.
b. Acting in a manner consistent with the intent of this Agreement
includes, but is not limited to, recognizing that the Parties intend that, subject to the provisions
Section 4.01(2) above, Developer may develop 5,170 residential units at the densities provided in
the Specific Plan and 369,200 square feet of commercial uses (exclusive of community college
uses), and adopting such ordinances, resolutions, and other enactments, including but not limited
to zoning ordinances, a specific plan and general plan amendments, as are necessary to readopt or
reenact all or any portion of the Planning Actions and/or Project Approvals without contravening
the Judgment.
(2) The parties agree that this Section 7.02 shall constitute a separate
agreement entered into concurrently, and that if any other provision of this Agreement, or the
Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent
jurisdiction, the parties agree to be bound by the terms of this section, which shall survive such
invalidation, nullification or setting aside.
ARTICLE 8. DEFAULT; REMEDIES; TERMINATION
Section 8.01. General Provisions.
(1) Defaults. Any failure by either party to perform any term or provision of
this Agreement, which failure continues uncured for a period of thirty (30) days following
written notice of such failure from the other party (unless such period is extended by mutual
written consent), shall constitute a default under this Agreement. Any notice given pursuant to
the preceding sentence ("Default Notice") shall specify the nature of the alleged failure and,
where appropriate,the manner in which said failure satisfactorily may be cured. If the nature of
the alleged failure is such that it cannot reasonably be cured within such 30-day period, then the
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commencement of the cure within such time period, and the diligent prosecution to completion
of the cure thereafter, shall be deemed to be a cure within such 30-day period. Upon the
occurrence of a default under this Agreement,the non-defaulting party may institute legal
proceedings to enforce the terms of this Agreement or, in the event of a material default,
terminate this Agreement. If the default is cured, then no default shall exist and the noticing
party shall take no further action.
(2) Termination. If County elects to consider terminating this Agreement due
to a material default of Developer, then County shall give a notice of intent to terminate this
Agreement and the matter shall be scheduled for consideration and review by the Board at a duly
noticed and conducted public hearing. Developer shall have the right to offer written and oral
evidence prior to or at the time of said public hearings. If the Board determines that a material
default has occurred and is continuing, and elects to terminate this Agreement, County shall give
written notice of termination of this Agreement to Developer by certified mail and this
Agreement shall thereby be terminated sixty (60)days thereafter; provided, however, that if
Developer files an action to challenge County's termination of this Agreement within such sixty-
day period, then this Agreement shall remain in full force and effect until a trial court has
affirmed County's termination of this Agreement and all appeals have been exhausted(or the
time for requesting any and all appellate review has expired).
(3)Nothing in this Section 8.01 is intended to limit the effect of the dispute
resolution process described in Article VI of the San Ramon Settlement Agreement to the extent
such process applies to a dispute arising under this Section 8.01.
Section 8.02. Annual Review.
(1) On or before October 15 of each year,the Developer shall submit to the
County Community Development Department a report demonstrating Developer's good-faith
compliance with the terms of the Agreement(the "Annual Review"). This review shall be
limited in scope to compliance with the terms of this Agreement.
(2) The Community Development Director shall, at a noticed public hearing,
consider a staff report regarding Developer's compliance with the terms and provisions of this
Agreement. After considering the evidence presented at such public hearing,the Community
Development Director shall adopt, adopt with modifications or deny the staff report.
(3) Prior to January 30 of each calendar year, and based on the staff report, the
Community Development Director shall make a determination regarding compliance with the
Agreement. If the Community Development Director finds and determines that Developer has
not complied with such terms and conditions, and non-compliance may amount to a default if not
cured, then the Community Development Director may deliver a Default Notice pursuant to
Section 8.01 of this Agreement, in which case the provisions of Section 8.01 shall apply. If the
Community Development Director does not send such a Default Notice,then the Community
Development Director and County shall take no further action. The County, including the
Community Development Director, may exercise its right relating to any such event of default
only after complying with Section 8.01 of this Agreement.
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(4) County shall deliver to developer a copy of all staff reports and documents
to be used or relied upon in conducting the Annual Review and,to the extent practical, related
exhibits concerning Developer's performance hereunder, at least ten(10) days prior to any such
Annual Review. Developer shall be permitted during the Annual Review to respond orally or by
a written statement, or both, to County's evaluation of Developer's performance.
(5) In the event County fails to either: (i) conduct the Annual Review or
(ii) notify Developer in writing (following the time during which the review is to be conducted)
of County's determination'as to compliance or noncompliance with the terms of this Agreement
and such failure remains uncured as of 60 days following the anniversary of the Effective Date in
any year during the term of this Agreement, such failure shall be deemed an approval by County
of Developer's compliance with the terms of this Agreement for that Annual Review period.
(6) With respect to any year for which an Annual Review is conducted and
compliance is approved, or with respect to any year in which County is deemed to approve of
Developer's compliance with this Agreement pursuant to the preceding paragraph, County, upon
request of Developer, shall provide Developer with a written "Notice of Compliance,":pursuant
to Article 15 of this Agreement.
(7) Nothing in this Section 8.02, which describes a process solely related to
County's review of Developer's good faith compliance with the terms and provisions of this
Agreement, shall limit obligation of the County under the San Ramon Settlement Agreement to
participate in the preparation, consideration and adoption of"Annual Compliance Reports" as
and at the times described in the San Ramon Settlement Agreement.
Section 8.03. Excusable Delays; Extension of Time of Performance. Notwithstanding
anything to the contrary contained herein, neither party shall be deemed to be in default where
delays in performance or failures to perform are due to, and a necessary outcome of, war,
insurrection, strikes or other labor disturbances,walk-outs, riots, floods, earthquakes, fires,
casualties, acts of God, restrictions imposed or mandated by other governmental entities
(including new or supplemental environmental regulations), enactment of conflicting state or
federal laws or regulations or similar basis for excused performance which is not within the
reasonable control of the party to be excused. Upon the request of either party hereto, an
extension of time for the performance of any obligation whose performance has been so
prevented or delayed will be memorialized in writing. The term of any such extension shall be
equal to the period of the excusable delay, or longer, as may be mutually agreed upon.
Section 8.04. Legal Action. Either party may, in addition to any other rights or remedies,
institute an equitable action to cure, correct, or remedy any default, enforce any covenant or
agreement herein, enjoin any threatened or attempted violation thereof or enforce by specific
performance the obligations and rights of the parties hereto, or to obtain any remedies consistent
with the foregoing. In no event shall either County or Developer be entitled to monetary
damages for breach of contract by the other parry to this Agreement.
Section 8.05. California Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of California.
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Section 8.06. Resolution of Disputes. With regard to any dispute involving development
of the specific plan area,the resolution of which is not provided for by this Agreement or
Applicable Law, Developer shall, at County's request, meet with County and/or any parry
designated by County. The parties to any such meetings shall attempt in good faith to resolve
any such disputes. Nothing in this Section 8.06 shall in any way be interpreted as requiring that
Developer and County and/or County's designee reach agreement with regard to those matters
being addressed, nor shall the outcome of these meetings be binding in any way on County or
Developer unless expressly agreed to by the parties to such meetings.
ARTICLE 9. DEFENSE AND INDEMNITY
(1) Developer's Actions. Developer shall defend and indemnify County and
its elected and appointed officers, agents, employees, and representatives from claims, costs, and
liabilities for any personal injury, death, or physical property damage (including inverse
condemnation) to any third party which arises, directly or indirectly, as a result of the
construction of Windemere Ranch, or of operations performed under this Agreement; by
Developer or by Developer's contractors, subcontractors, agents or employees, whether such
operations were performed by Developer or any of Developer's contractors, subcontractors, or by
any one or more persons directly or indirectly employed by, or acting as agent for Developer or
any of Developer's contractors or subcontractors.
(2) County's Actions. Nothing in Subsection 1 above shall be construed to
mean that Developer shall defend or indemnify County or its elected or appointed officers,
agents, employees and representatives from any claims of personal injury, death or property
damage arising from, or alleged to arise from the maintenance or repair by County of
improvements that have been offered for dedication and accepted by County for maintenance.
(3) Further Agreements. County and Developer may from time to time enter
into subdivision improvement agreements, as authorized by the Subdivision Map Act, Cal. Gov't
Code § 66000 et sea., which agreements may include defense and indemnity provisions different
from those contained in subsections(1) and(2) above. In the event of any conflict between such
provisions in any such subdivision improvement agreement and subsections (1) and (2) above,
the provisions of such subdivision improvement agreement shall prevail.
ARTICLE 10. NO AGENCY,JOINT VENTURE OR PARTNERSHIP
It is specifically understood and agreed to by and between the parties hereto that: (i)the
subject development is a private development; (ii) County has no interest or responsibilities for,
or duty to,third parties concerning any improvements until such time, and only until such time,
that County accepts the same pursuant to the provisions of this Agreement or in connection with
the various Planning Actions or Project Approvals; exclusive control of Windemere Ranch
herein described, subject only to the limitations and obligations of Developer under Planning
Actions, the Project Approvals and Applicable Law; and(iv) County and Developer hereby
renounce the existence of any form of agency relationship,joint venture or partnership between
County and Developer and agree that nothing contained herein or in any document executed in
26
connection herewith shall be construed as creating any such relationship between County and
Developer.
ARTICLE 11. MISCELLANEOUS
Section 11.01. Incorporation of Recitals and Introductory Paragraph. The Recitals
contained in this Agreement, and the introductory paragraph preceding the Recitals, are hereby
incorporated into this Agreement as if fully set forth herein.
Section 11.02. Severability. If any term or provision of this Agreement, or'the
application of any term or provision of this Agreement to a particular situation, is held by a court
of competent jurisdiction to be invalid, void or unenforceable,the remaining terms and
provisions of this Agreement, or the application of this Agreement to other situations, shall
continue in full force and effect unless amended or modified by mutual consent of the parties.
Notwithstanding the foregoing, if any material provision of this Agreement, or the application of
such provision to a particular situation, is held to be invalid, void or unenforceable, Developer
may (in Developer's sole and absolute discretion)terminate this Agreement by providing written
notice of such termination to County.
Section 11.03. Other Necessary Acts. Each party shall execute and deliver to the other
all such other further instruments and documents as may be reasonably necessary to cariy out
Planning Actions and Project Approvals and to provide and secure to the other party the full and
complete enjoyment of its rights and privileges hereunder.
Section 11.04. Construction. Each reference in this Agreement to any of the Planning
Actions or Project Approvals shall be deemed to refer to the Planning Action or Project Approval
as it may be amended from time to time, whether or not the particular reference refers to such
possible amendment. This Agreement has been reviewed and revised by legal counsel for both
County and Developer, and no presumption or rule that ambiguities shall be construed against
the drafting party shall apply to the interpretation or enforcement of this Agreement.
Section 11.05. Covenants Running with the Land. All of the provisions contained in this
Agreement shall be enforceable as equitable servitudes and shall constitute covenants running
with the land pursuant to California law including, without-limitation, Civil Code Section 1468.
Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the
Windemere Site, as appropriate,runs with the Windemere Site and is binding upon the owner of
all or a portion of the Windemere Site and each successive owner during its ownership of such
property.
Section 11.06. Annexation to San Ramon. The San Ramon Settlement Agreement
anticipates the potential annexation of the Windemere Site to San Ramon. To the extent any
portion of the Windemere Site is so annexed,this Agreement shall continue to apply to the
Windemere Project until the expiration of the Term(to the maximum extent permitted by law)
and, to the extent such construction is reasonable, appropriate and consistent with the terms of
the San Ramon Settlement Agreement, any annexation agreement that may then exist between
Developer and San Ramon and any property tax exchange agreement or other agreement that
27
may then exist between San Ramon and County relating to Windemere Ranch, with respect to
any portion of the Windemere Site that has been annexed, (i)the term "County" as used herein
shall mean "San Ramon" and (ii) San Ramon shall be deemed to be a successor in interest to
County's rights and obligations under this Agreement.
Section 11.07. Dougherty Valley Development Strategy. The Dougherty Valley is the
subject of a comprehensive and integrated planning effort. It has been designed to allow
development by phases. The timing of phase development will reflect market conditions and
business decisions of the developers of the Dougherty Valley, while requiring that each phase
make provision for its needs for infrastructure, services and amenities. Recognizing this
development strategy, it is the intent of the Parties that while development must occur in
furtherance of the valley-wide Dougherty Valley planning effort and the County's Growth
Management Element, developers of the Dougherty Valley should be able to pursue development
in a manner commensurate with their own goals and resources. In imposing conditions of
approval, County shall to the extent reasonably feasible allocate to Developer and Shapell their
respective separate and distinct obligations relating to development under the Specific Plan. The
parties recognize that this may require that, for example, with regard to the construction of
facilities involving both Shapell and Windemere, County may need to allocate the separate
obligations of each Developer. Nothing in this Section 11.07 shall in any way modify the
provisions of Section 4.3.3 of the San Ramon Settlement Agreement.
Section 11.08. Other Public Agencies. Nothing in this Agreement shall be construed to
limit the County's discretion to determine when and if it will enter into any agreements with
other public agencies concerning the subject-matter and provisions of this Agreement or require
that the County take any legal action concerning such other public agencies and their provision
of services or facilities.
Section 11.09. Attorneys'Fees. In the event of any litigation or arbitration between the
parties to this Agreement relating to an alleged breach of this Agreement, neither party shall be
entitled to an award of attorneys' fees.
ARTICLE 12. NOTICES
Any notice or communication required hereunder between County or Developer must be
in writing, and may be given either.personally or by registered or certified mail (return receipt
requested). certified mail, such notice or communication shall be deemed to have been given and
received on the first to occur of(i)actual receipt by any of the addressees designated below as
the party to whom notices are to be sent, or(ii) five (5) days after a registered or certified letter
containing such notice, properly addressed, with postage prepaid, is deposited in the
United States mail. If personally delivered, a notice shall be-deemed to have been given when
delivered to the party to whom it is addressed. Any party hereto may at any time, by giving
ten(10) days written notice to the other party hereto, designate any other address in substitution
of the address to which such notice or communication shall be given. Such notices or
communications shall be given to the parties at their addresses set forth below:
28
If to County, to:
Director of Community Development
Contra Costa County Administration Building
651 Pine Street
Martinez, CA 94553
Telephone: (510) 646-2026
Facsimile: (510) 646-1309
With Copies to:
County Counsel
Contra Costa County Administration Building
651 Pine Street,Ninth Floor
Martinez, CA 94553
Telephone: (510) 646-2074
Facsimile: (510) 646-1078
Director of Public Works
255 Glacier Drive
Martinez, CA 94553
Telephone: (510).313-2000
Facsimile: (510) 313-2333
If to Developer, to:
Windemere Ranch Partners
1350 Treat Boulevard, Suite 560
Walnut Creek, California 94596
Telephone: (510) 933-1405
Facsimile: (510) 933-1404
With Copies to:
Morrison& Foerster
P.O. Box 8130
101 Ygnacio Valley Road, Suite 450
Walnut Creek, California 94596
Attention: R. Clark Morrison
Telephone: (510)295-3300
Facsimile: (510) 946-9912
29
ARTICLE 13. ASSIGNMENT,TRANSFER AND NOTICE
Section 13.01. Assignment of Interests, Rights and Obligations. Developer may transfer
or assign all or any portion of its interests, rights or obligations under the Planning Actions
(including this Agreement) or the Project Approvals to third parties acquiring an interest or estate
in Windemere Ranch or any portion thereof including, without limitation, purchasers or ground
lessees of lots, parcels or facilities.
Section 13.02. Transfer Agreements.
a. In connection with the transfer or assignment by Developer of all or any
portion of Windemere Ranch(other than a transfer or assignment by Developer to an affiliated
party, a "Mortgagee" (as defined in Section 14.01 below)or a "Non-Assuming.Transferee" (as
defined in Section 13.03 below)), Developer and the transferee shall enter into a written
agreement(a "Transfer Agreement") regarding the respective interests, rights and obligations of
Developer and the transferee in and under the Planning Actions and the Project Approvals. Such
Transfer Agreement may (i) release Developer from obligations under the Planning Actions
(including this Agreement) or the Project Approvals that pertain to that portion of Windemere
Ranch being transferred, as described in the Transfer Agreement, provided that the transferee
expressly assumes such obligations, (ii)transfer to the transferee vested rights to improve that
portion of Windemere Ranch being transferred and (iii) address any other matter deemed by
Developer to be necessary or appropriate in connection with the transfer or assignment.
b. Developer shall seek County's prior written consent to any Transfer
Agreement, which consent shall not be unreasonably withheld or delayed. Failure by County to
respond within forty-five (45) days to any request made by Developer for such consent shall be
deemed to be County's approval of the Transfer Agreement in question. County may refuse to
give its consent only if, in light of the proposed transferee's reputation and financial resources,
such transferee would not in County's reasonable opinion be able to perform the obligations
proposed to be assumed by such transferee. Such determination shall be made by the
Community Development Director, and is appealable by Developer to the Board.
C. Any Transfer Agreement shall be binding on Developer, County and the
transferee. Upon recordation of any Transfer Agreement in the Official Records of Contra Costa
County, Developer shall automatically be released from those obligations assumed by the
transferee therein.
d. Developer shall be free from any and all liabilities.accruing on or after the
date of any assignment or transfer with respect to those obligations assumed by a transferee
pursuant to a Transfer Agreement. No breach or default hereunder by any person succeeding to
any portion of Developer's obligations under this Agreement shall be attributed to Developer, nor
may Developer's rights hereunder be canceled or diminished in any way by any breach or default
by any such person.
Section 13.03. Non-Assuming_Transferees. Except as otherwise required by Developer
in Developer's sole discretion, the burdens, obligations and duties of Developer under this
30
Agreement shall terminate with respect to, and neither a Transfer Agreement nor County's
consent shall be required in connection with(i) any single residential parcel conveyed to a
purchaser, (ii) any property transferred as fewer than fifty (50) lots to a single retail builder or
(iii) any property that has been established as one or more separate legal parcels for office,
commercial, industrial, open space, park, school or other nonresidential uses. The transferee in
such a transaction and its successors ("Non-Assuming Transferees") shall be deemed to have no
obligations under this Agreement, but shall continue to benefit from the vested rights provided
by this Agreement for the duration of the Term. Nothing in this section shall exempt any
property transferred to a lion-Assuming Transferee from payment of applicable fees and
assessments or compliance with applicable conditions of approval.
ARTICLE 14. MORTGAGEE PROTECTIONS
Section 14.01. Mortgagee Protection. Notwithstanding any other provision of this
Agreement, neither this Agreement nor any provision, amendment or breach of this Agreement
shall operate to defeat or render invalid the rights of any present or future "Mortgagee" (defined
below)under a "Mortgage" (defined below)encumbering the Windemere Site or any part
thereof, or any interest therein, made for value; provided, however, that after the "Foreclosure"
(defined below) of any such interest therein, that had been encumbered by such Mortgage shall
remain subject to and entitled to the benefits of this Agreement. As used in this Agreement,
(i)the term "Foreclosure" shall mean judicial foreclosure, sale under a power of sale, or deed in
lieu of either of the foregoing or a private or public foreclosure sale under the California Uniform
Commercial Code, (ii) the term "Mortgage" shall mean a mortgage, deed of trust, or other
security instrument and (iii)the term "Mortgagee" shall mean a mortgagee, a beneficiary of a
deed of trust or the secured party under any other security instrument.
Section 14.02. Notice of Default to Mortgagee. If County receives notice from a
Mortgagee requesting a copy of any notice of default given to Developer hereunder and
specifying the address for service of such copy,then County shall deliver to such Mortgagee,
concurrently with service thereon to Developer, any notice given to Developer under
Section 8.01 above. Each Mortgagee shall have the right, but not the obligation, at its option,to
cure or remedy any such default under this Agreement by the Developer in accordance with
Section 14.03 below.
Section 14.03. Mortgagee Opportunity to Cure. This Agreement shall not be terminated
by County as to any Mortgagee (i)who has requested notices of default, as set forth above, but is
not given notice by the County or(ii)to whom such notice is given and as to which either of the
following is true:
(1) as to any default involving the payment of money to County by Developer,
such Mortgagee has cured such default within sixty(60)days after receipt of notice of default;
(2) as to any default not involving the payment of money by Developer to
County:
31
a. such Mortgagee has cured, or caused to be cured, the default within
ninety (90) days after receipt or notice thereof; or
b. such Mortgagee, within ninety (90) days after the receipt of notice
of default, commences foreclosure proceedings to acquire title to the applicable portion of
Windemere Ranch and thereafter diligently pursues the Foreclosure to completion.
Subject to the foregoing, if any Mortgagee records a notice of default as to its Mortgage,
Developer's rights and obligations under this Agreement may be transferred to the Mortgagee or
to any purchaser of the Developer's interest in a Foreclosure.
Section 14.04. Approval by Mortgagees. County recognizes that the provisions of this
Agreement may be a matter of concern to any Mortgagee intending to make a loan secured by a
Mortgage encumbering the Windemere Site, or a portion thereof. If such Mortgagee should
require, as a condition to such financing, any modification of this Agreement to protect its
security interest in the Windemere Site or portion thereof, County shall execute the appropriate
amendments; provided, however, that County shall not be required (but is permitted)to make
any modification that would(i) materially and adversely affect County's rights hereunder,
(ii) increase County's obligations hereunder, (iii)reduce Developer's obligations hereunder or
(iv) constitute an amendment other than an "Insubstantial Amendment" as described in
Section 5.02 above.
Section 14.05. Notice of Proposed Amendment to Mortgagee. This Agreement may be
amended without the approval or execution of any such amendment by any Mortgagee.
However, if County receives notice from a Mortgagee requesting notices of proposed
amendments, County shall provide a copy of any proposed amendment to such Mortgagee.
ARTICLE 15. NOTICE OF COMPLIANCE
Within thirty (30) days following any written request which Developer may make from
time to time, County shall execute and deliver to Developer(or to any party requested by
Developer) a written "Notice of Compliance," in recordable form, duly executed and
acknowledged by County, that certifies:
(1) This Agreement is unmodified and in full force and effect, or if there have
been modifications hereto, that this Agreement is in full force and effect as modified and stating
the date and nature of such modifications;
(2) There are no current uncured defaults under this Agreement or specifying
the dates and nature of any such default;
(3) Any other information reasonably requested by Developer. The failure to
deliver such a statement within such time shall constitute a conclusive presumption against
County that this Agreement is in full force and effect without modification except as may be
represented by the Developer and that there are no uncured defaults in the performance of the
32
Developer, except as may be represented by the Developer. Developer shall have the right at
Developer's sole discretion, to record the Notice of Compliance.
ARTICLE 16. ENTIRE AGREEMENT, COUNTERPARTS AND EXHIBITS
This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to
be an original. This Agreement consists of (__)pages,_notary
acknowledgment pages, and two (2) exhibits which constitute in full,the final and exclusive
understanding and agreement of the parties and supersedes all parties with respect to all or any
part of the subject matter hereof. All waivers of the provisions of this Agreement shall be in
writing and signed by the appropriate authorities of County and the Developer. The following
exhibits are attached to this Agreement and incorporated herein for all purposes:
(i) Exhibit - Legal Description
(ii) Exhibit B - Responsibilities for Certain Traffic Improvements
(iii) Exhibit C-1 - Initial Project Traffic Improvements
(iv) Exhibit C-2 - Additional Project Traffic Improvements
(v) Exhibit C-3 - Cost Allocations for Certain Additional Project
Traffic Improvements
(vi) Exhibit D - Establishment of Capital Facilities Fee
33
ARTICLE 17. RECORDATION OF DEVELOPMENT AGREEMENT
Pursuant to California Government Code § 65868.5, no later than ten(10) days after
County enters into this Agreement, the County Clerk shall record an executed copy of this
Agreement in the Official Records of the County of Contra Costa.
IN WITNESS WHEREOF, this Agreement has been entered into by and between
Developer and County as of the day and year first above written.
WINDEMERE RANCH PARTNERS,
a California limited partnership
By: SOMERSET HOMES,
a California corporation
Its: General Partner
By:
F. Allan Chapman
President
By: WINDEMERE GENERAL PARTNERS,
a California general partnership
Its: Managing General Partner
By: CWL WINDEMERE ASSOCIATES, L.P.,
a California limited partnership
Its: General Partner
By: CWL WINDEMERE GROUP,
a California limited
partnership
Its: General Partner
By:
F. Allan Chapman,
General Partner
34
COUNTY OF CONTRA COSTA
.By:
Harvey Bragdon
Its: Director of Community Development
APPROVED AS TO FORM:
VICTOR J. WESTMAN
County Counsel
County of Contra Costa
By:
Silvano B. Marchesi
Assistant County Counsel
35
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EXHIBIT_A
Legal Description
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EXHIBIT B
Responsibilities For Certain Traffic Improvements
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EXHIBIT C-1
Initial Project Traffic Improvements
C-1.1. Camino Tassajara/Crow Canyon Rd.Blackhawk Rd. intersection improvements.
Within existing curb-to-curb pavement section, reconfigure NB approach(Crow Canyon Rd.) to
provide two left-turn lanes, one exclusive through lane, one shared through/right-turn lane, and
one exclusive right-turn lane. On Tassajara Ranch Drive, remove median and add bike lanes.
C-1.2. Sycamore Valley Rd./1-680 NB on-ramp/Camino Ramon intersection
improvements. Reconfigure WB approach(Sycamore Valley Rd.)to provide one exclusive left-
turn lane, one exclusive through lane, one shared through/right-turn lane, and one exclusive
right-turn lane.
C-1.3. Crow Canyon Rd./Dougherty Rd. intersection improvements. Reconfigure EB
approach(Crow Canyon Rd.)to provide three exclusive through lanes, and one "free" right-turn
lane to SB Dougherty Rd. Reconstruct SB Dougherty Rd., south of Crow Canyon Rd., to
provide dedicated curb lane to accept right-turns from EB Crow Canyon Rd.
C-1.4. Bollinger Canyon Rd./Camino Ramon intersection improvements. If needed,
reconfigure SB approach(Camino Ramon)to provide two exclusive left-turn lanes, one shared
through/right-turn lane, and one exclusive right-turn lane.
C-1.5. Bollinger Canyon Rd./Alcosta Blvd. intersection improvements. Reconfigure EB
approach(Bollinger Canyon Rd.)to provide one exclusive left-turn lane, three exclusive through
lanes, and one exclusive right-turn lane. Reconfigure WB approach(Bollinger Canyon Rd.)to
provide one exclusive left-turn lane, three exclusive through lanes and one exclusive right-turn
lane. Reconfigure SB approach(Alcosta Blvd.),to provide one exclusive left-turn lane,two
exclusive through lanes, and one exclusive right-turn lane. Widen Bollinger Canyon Rd., east of
Alcosta Blvd., to provide three through lanes,plus turn lanes as needed, in EB and WB
directions from Alcosta Blvd. to project limits. Construct traffic signal at Canyon Lakes Drive.
C-1.6. Dougherty Road,re-alignment and construction of a six lane facility between the
northerly project limits and Crow Canyon Road.
C-1.7. Windemere Parkway,construction of a new four lane, divided arterial facility between
the project limits and Camino Tassajara Road. Intersection improvements at the Windemere
Parkway/Camino Tassajara intersection which include a traffic signal, left-turn channelization,
and transition tapers from six to four lanes on Camino Tassajara north of the intersection.
C-1.8. Windemere Parkway/Camino Tassajara Road intersection improvements,provide
left turn channelization, a four phase traffic signal, and tapers on Camino Tassajara to transition
from six to four lanes north of the intersection.
1
C-1.9. Crow Canyon Road,widen to six lanes between Dougherty Road and Tassajara Ranch
Road.
C-1.10. Crow Canyon Road,widen from 4 to 6 lanes from Alcosta Blvd. to Dougherty Road.
C-1.11. Dougherty Road,widen to 6 lanes from southerly limits of development to Old Ranch
Road. Intersection improvements at the Dougherty Road/Old Ranch Road intersection are
included and consist of a traffic signal, left-turn pockets, and right-turn pockets.
C-1.12. Dougherty Road, widen to 6lanes from Old Ranch Road to the County line.
C-1.13. Dougherty Road/Old Ranch Road, intersection improvements to accommodate four
lanes on Old Ranch Road and six lanes on Dougherty Road, with left turn and right turn
channelization. Install a traffic signal.
C-1.14. Alcosta Blvd./Old Ranch Road intersection improvements (Currently,controlled
by a three-way stop sign). Install a traffic signal.
2
EXHIBIT C-2
Additional Project Traffic Improvements
C-2.1. Bollinger Canyon Road,construct eight lanes from I-680 to Alcosta.
C-2.2. Camino Tassajara Road,widen from two to six lanes between Windemere Parkway
and the County line.
C-2.3. Camino Tassajara/Sycamore Valley Road intersection improvements,
widen/restripe SB leg for 1 LT/RT lane and 1 LT lane.
C-2.4. Crow Canyon Road,widen from 6 to 8 lanes from I-680 to Alcosta.
C-2.5. I-680 northbound off ramp/Bollinger Canyon Road intersection improvements.
On NB leg, widen right turn radius, construct raised island to convert curb right turn lane to a
free right turn lane, restripe 2nd right turn lane to stay under signal control,and modify signal
control.
C-2.6. Alcosta/Crow Canyon Road intersection improvements. Add exclusive right turn
EB.
C-2.7. Alcosta/Crow Canyon Road intersection improvements. Add one NB exclusive RT
lane.
C-2.8. Camino Ramon/Crow Canyon Road intersection improvements. Widen/restripe
SB approach to one RT, one through lane, and 1 LT lane•, add an EB exclusive RT lane.
C-2.9. Crow Canyon Road/I-680 NB off-ramp intersection improvements. Intersection
will be congested due to queues from adjacent intersections. Add another RT lane on NB off-
ramp.
C-2.10. I-680 SB ramps/Crow Canyon Road. Restripe to revise existing right turn lane to
provide shared right/left lane.
C-2.11. Bollinger Canyon Rd./Sunset Dr. intersection improvements. If needed,
reconfigure SB approach(Sunset Dr.)to provide one exclusive left-turn lane, one exclusive
through lane, and one "free" right-turn lane to WB Bollinger Canyon Rd. Widen Bollinger
Canyon Rd., west of Sunset Dr., to provide dedicated curb lane to accept right-turns from SB
Sunset Dr.
C-2.12. Crow Canyon Road Noise Attenuation. As appropriate, construct soundwalls along
Crow Canyon Rd. between Dougherty Rd. and Alcosta Blvd.
C-2.13. Crow Canyon Road,Camino Tassajara and Sycamore Valley Road. Provide for
pavement overlays of these roads between the Dougherty Valley project and I-680.
EXHIBIT C-3
Cost Allocations for Certain
Additional Project Traffic Improvements
Not in limitation of any obligation of the Developer to provide a pro rata
contribution to any of the improvements described on Exhibit C-2 other than the improvements
listed below, the following improvements shall be funded by a fee, to be paid at building permit
for each residential unit in the Project, not to exceed $200 per unit.
Reference to
Improvement Exhibit C-2
C-3.1 Camino Tassajara Overlay C-2.13
C-3.2 Crow Canyon Road Overlay C-2.13
C-3.3 Sycamore Valley Road Overlay C-2.13
C-3.4 Crow Canyon Soundwall C-2.12
C-3.5 Camino Tassajaral C-2.3
Sycamore Intersection
The per-unit fee described above shall be adjusted annually in accordance with the
construction cost index published in the Engineering News Record. Any obligation to pay a fee
to fund any of the improvements described in this Exhibit C-3 shall be conditioned upon
construction of the identified improvements. Failure to construct an identified improvement
shall result in a corresponding refund to the Developer.
EXHIBIT D
Dougherty Valley
Community Facilities Fee
1. Form of Agreement - This agreement regarding Community Facilities Fees, shall be
incorporated into all existing and future development agreements regarding the
Shapell and Windemere portions of the Dougherty Valley. This agreement will be
executed by the developers and Contra Costa County, and will be agreed as to form,
by the City of San Ramon.
2. Definition of Community Facilities - "Community Facilities" include the Library, the
Community Center,the Senior Center,a Corporation Yard and the Police Substation.
The square.footage requirements and timing for design and construction are as
defined, and are subject to revision as specified in the Agreement to Settle Litigation
dated May 11th, 1994.
3. Timing for Establishment of Fee - Prior to the filing of the first final map in the
Dougherty Valley, a "Community Facility Fee" shall be established for the entire
11,000 unit Dougherty Valley project.
4. Community Facilities Cost Components - As illustrated in Attachment A, the total
cost of each community facility required in the Dougherty Valley shall include the cost
of the facility design, the cost of construction, the cost of furnishings, and the cost of
site development. The amount illustrated in Attachment A is not inclusive of land
costs.
5. Land Dedication-Land required for the facilities shall be dedicated by the developers.
Approximately six acres are required for the five subject facilities. In the event one,
developer is required to dedicate more than three acres, the other developer shall
reimburse, at the time of construction, the dedicating developer for the cost of the
land as determined by appraisal at that time.
6. Fee Amount - Fees shall be collected by the County at the issuance of the building
permit. As illustrated in Attachment A, the total fee per unit equates to $1,410. The
designated expenditure allocation is as follows:
Library $ 326 (pro-rata cost for 11,000 units)
Community Center $ 520 (pro-rata cost for 11,000 units)
Police Substation $ 61 (pro-rata cost -for 11,000 units)
Corporation Yard $ 269 (pro-rata cost for 11,000 units)
Senior Center 234 (pro-rata cost for 8,500 units)
Total Fee $1,410
The portion of the fee attributable to the Library, Community Center, Police
Substation and Corporation Yard, shall be paid by all 11,000 units in the Dougherty
Valley,except as is indicated below. The portion of the fee attributable to the Senior
Center, shall be paid by the first 8,500 units in the Dougherty Valley.
7. Cost of Living Adjustments-The Community Facilities fee sha—lFl3e-aOi\uste_d according
to the Engineering News Record Construction Cost Index each year.
EXHIBIT D
8. Escrow Accounts - Upon collection by the County, Fees shall be deposited into
separate escrow accounts for each developer which will be set up at a title company
to be chosen by each developer. Collected fees shall be placed in an interest bearing
account. Escrow instructions, to be approved by the developers and Contra Costa
County shall include a provision that collected fees, along with accumulated interest,
may be released to each developer or the appropriate jurisdiction, when design of a
community facility commences.
9. Obligation to Fund Shortfall - When funds are required for the construction of any
community facility, the pro-rata obligation for funding each community facility shall
be divided 53% to Shapell and 47% to Windemere. This percentage allocation shall
apply regardless of the ultimate, or then-current, number of units constructed on
either developer's property.
Each developer is individually responsible for providing their pro-rata share of costs
(53% Shapell/ 47% Windemere) when the funds for a specific community facility is
required. Each developer may use the fees generated by prior units, and may finance
the balance of the funds in any manner available to them.
If a developer provides a source of funding other than that which has accumulated in
the Community Facilities Escrow Accounts, the parties to this agreement shall re-
evaluate the fee amount at that time,with the intention of offsetting future fees by an
amount commensurate with the developer's other funding method.
10. Ability to Cure Developer Default - As specified in Section 4.3.3.2 of the May 11,
1994 Agreement to Settle Litigation,if one developer defaults in the obligation to fund
the pro-rata share of a community facility, the other developer may cure the default
and not be penalized by a cessation of building permits. However,the developer in
default may again obtain building permits,by funding with interest,their original pro-
rata cost obligation (53% Shapell / 47% Windemere).
11. Satisfaction of a Developer Obligation by a Third Party - If a developer's obligation
to provide a specific community facility is satisfied by an alternate contribution
.acceptable to the County and the City of San Ramon, the Fee paid by subsequent
units in the Dougherty Valley shall be re-evaluated with the intention of offsetting
future fees by an amount commensurate with, the alternate satisfaction of the
obligation.
12. County Service Area Charge - A County Service Area (CSA) is required by Section
3.3.1 of the May 11, 1994 Agreement to Settle Litigation, to be in place prior to
annexation of any portion of the Dougherty Valley. As part of the formation of the
CSA, an assessment equal to the estimated total future operation and maintenance
cost, may be applied to units for construction of the community facilities. This capital
charge will be reduced, dollar for dollar, as the operation and maintenance charges
for those facilities are incurred.
Page Two
EXHIBIT D
Upon collection by the County, CSA charges attributable to the capital facilities,shall
be deposited into separate escrow accounts for each developer which will be set up
at a title company to be chosen by each developer. Collected fees shall be placed in
an interest bearing account. Escrow instructions, to be approved by the developers
and Contra Costa County shall include a provision that collected fees, along with
accumulated interest, may be released to each developer or the appropriate
jurisdiction, when design of a community facility commences.
Funds accumulated under this CSA charge, shall be considered a "source of other
financing" as is identified in #9 above.
13. County Approval/City Review - Plans for the design and construction of the
community facilities shall be approved by Contra Costa County and reviewed by the
City of San Ramon. The County agrees to give good faith consideration to all
comments received from the City. If a dispute arises, the County and City agree to
participate in the Dispute Resolution process outlined in Article V of the Agreement
to Settle Litigation dated May 11, 1994.
14. Facility Design and Construction - The Developers shall be allowed, based on the
design and construction specifications from the appropriate agency and with the
approval of the County and the review of the City of San Ramon, to design and
construct each of the community facilities.
15. Design Changes Resulting in Exceeding Facility Budget - The developers will not be
required to fund facility construction costs greater than that described in Attachment
A unless the increased cost is a result of cost of living adjustments (see paragraph 7)
or changes in federal or state law.
16. Annual Reports - An annual report summarizing the Community Facilities Fee
Escrow Account balances, and the CSA Escrow Account balances shall be provided
with the annual mitigation monitoring program.
Page three
EXHIBIT D
Dougherty Valley Attachment A
Community Facilities Fees
Report Date: 9/20/95
Library(IL 600 Square Feet,
Cost per
Unit Unit . Unit Estimated 11,000
Cost Component Note Type Quantity Price Total Cost Units
Site Development 1 AC 1.00 $108,900 $108,900 $10
Hard Construction Costs SF 11,600 $155.00 $1,798,000 $163
Soft Construction Costs 2 LS 1 $343,242 $343,242 $31
Furnishings SF 11,600 $15.00 $174,000 $16
Subtotal $2,424,142 $220
Educational Materials 3 Book 58,000 $20.00 $1,160,000 $105
Total $3,584,142 326
Footnotes:
I. Assumes cost of$2.50 per square foot
2. Assumes 18%of both hard construction costs and site development
3. Assumes 2 books per capita for approximately 29,000 people.
Community Center(24,000S areFeet
Cost per
Unit Unit Unit Estimated 11,000
Cost Component Note Type _ Quantity Price Total Cost Units
Site Development 1 AC 2.00 $108,900 $217,800 $20
Hard Construction Costs SF 24,000 $185.00 $4,440,000 $404
Soft Construction Costs 2 LS 1 $698,670 $698,670 $64
Furnishings SF 24,000 $15.00 $360,000 $33
Total $5.716,470 520
Footnotes:
1. Assumes site development cost of approximately$2.50 per square foot.
2. Assumes 15%of both hard construction costs and site development.
EXHIBIT D
Dougherty Valley Attachment A
Community Facilities Fees
Report Date: 9/20/95
Senior Center (10.000 Square Feet
Cost per
Unit Unit Unit Estimated 8,500
Cost Component Note Type Quantity Price Total Cost Units
Site Development 1 AC 1.00 $108,900 $108,900 $13
Hard Construction Costs SF 10,000 $150.00 $1,500,000 $176
Soft Construction Costs 2 LS 1.00 $241,335 $241,335 $28
Furnishings SF 10,000 $14.00 S140,000 $16
Total $1,990,235 234
Footnotes:
1. Assumes site development cost of approximately$2.50 per square foot.
2. Assumes 15%of both hard construction costs and site development.
Police Substation (Approximately 4.500 Square Feet)
Cost per
Unit Unit Unit Estimated 11,000
Cost Component Note Type Quantity Price Total Cost Units
Site Development 1 AC 0.34 $367,647 $125,000 $11
Hard Construction Costs SF 4,500 $80.00 $360,000 $33
Soft Construction Costs 2 LS 1 $72,750 $72,750 $7
Furnishings SF 4,500 $25.00 $112,500 $10
Total $670,250 61
Footnotes:
1. Assumes site development cost of approximately$8.45 per square foot(rounding)
2. Assumes 15%of both hard construction costs and site development.
EXHIBIT D
Dougherty Valley Attachment A
Community Facilities Fees
Report Date:9120195
Corporation Yard
Cost per
Unit Unit Unit Estimated 11,000
Cost Component Note TypeQuantity Price Total Cost Units
Site Development Costs 1 AC 1.70 $108,900 $185,130 $17
Hard Constr&Furnishings 2 us 1 $2,500,000 $2,500,000 $227
Soft Costs 3 US 1 $268,513 $268,513 524
Total $2,953,643 269
Footnotes:
1, Assumes site development cost of approximately$2.5 per square foot
2. Total cost estimated at$2.5 million;includes'parking,landscaping,furnishings,4480 square feet for shop space,800 square feet
for offices and 1,680 square feet for locker areas.
3. Assumes 10%of both hard construction costs&furnishings and site development.
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
McCutchen, Doyle,Brown & Enersen
1331 North California Boulevard
Post Office Box V
Walnut Creek, CA 94596
(Space Above This Line Reserved For Recorder's Use)
DEVELOPMENT AGREEMENT
BETWEEN
COUNTY OF CONTRA COSTA
AND
SHAPELL INDUSTRIES,INC.
RELATING TO THE DEVELOPMENT COMMONLY KNOWN AS
THE GALE RANCH
TABLE OF CONTENTS
PAGE
Recitals ................................................................................................................................1
Section 1. Effective Date and Term..................................................................................................5
1.1 Effective Date. .................................................................................................................5
1.2 Term.................................................................................................................................5
Section2. Definitions........................................................................................................................5
Section 3. Obligations of Developer and County. ............................................................................7
3.1 Obligations of Developer.................................................................................................7
(a) Generally.................................................................................................................7
(b) Compliance with Settlement Agreements. .............................................................7
(c) Preliminary Development Plan...............................................................................7
(d) Affordable Housing. ...............................................................................................7
(e) Designation of Preferred Water Provider. ..............................................................7
(f) Design Program for Dougherty Valley Village Center. .........................................8
(g) Coordination of On-Site Improvements. ................................................................8
(h) Danville/San Ramon/County Traffic Mitigation....................................................8
(i) Pleasanton Traffic Mitigation...............................................................................1 I
0) Dublin Traffic Mitigation. ....................................................................................11
(k) Walnut Creek Traffic Mitigation..........................................................................12
(1) Dougherty Road Improvements............................................................................12
(m) Mitigation Monitoring..........................................................................................12
(n) County Service Area.............................................................................................13
3.2 Obligations of County....................................................................................................13
(a) Generally...............................................................................................................13
(b) Establishment of County Service Area.................................................................13
Section 4. Standards, Laws and Procedures Governing Gale Ranch..............................................14
4.1 Permitted Uses, Etc.; Applicable Law...........................................................................14
(a) Permitted Uses, Etc., of the Gale Ranch Site. ......................................................14
(b) Applicable Law.....................................................................................................14
(c) No Conflicting Enactments...................................................................................14
(d) Exceptions.............................................................................................................16
(e) Moratoria and Restrictions and Limitations on the Rate or Timing of
Development. 17
(f) Further CEQA Review..........................................................................................17
(g) Further Assurances................................................................................................17
(h) Life of Subdivision Maps, Development Plans, and Permits...............................17
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TABLE OF CONTENTS
(continued)
PAGE
4.2 State and Federal Law....................................................................................................17
4.3 Timing of Construction and Completion.......................................................................18
4.4 Developer Review of On-Site Infrastructure Improvements.........................................18
Section5. Amendment....................................................................................................................18
5.1 Amendment of Planning Actions and Subsequent Approvals.......................................18
(a) Administrative Amendments................................................................................18
(b) Non-Administrative Amendments........................................................................19
5.2 Amendment of This Agreement.....................................................................................19
(a) Insubstantial Amendments....................................................................................19
(b) Amendments of Planning Actions, Subsequent Approvals or the
Affordable Housing Program...............................................
(c) Parties Required to Amend...................................................................................20
(d) Non-Assuming Transferees. .................................................................................20
Section 6. Cooperation-Implementation...............................................:.........................................20
6.1 Processing. .....................................................................................................................20
6.2 Eminent Domain Powers. ..............................................................................................21
6.3 Other Governmental Permits. ........................................................................................22
Section 7. Cooperation in the Event of Legal Challenge................................................................22
7.1 Cooperation....................................................................................................................22
7.2 Cure; Reapproval. ..........................................................................................................22
Section 8. Dispute Resolution.........................................................................................................23
Section 9. Default; Termination; Annual Review...........................................................................23
9.1 General Provisions..........................................................................................................23
(a) Defaults.................................................................................................................23
(b) Termination....................................................:......................................................24
9.2 Annual Review........................................................................:......................................24
9.3 Default by County..........................................................................................................25
9.4 Enforced Delay; Extension of Time of Performance.....................................................25
Section 10. Defense and Indemnity. .................................................................................................25
(a) Developer's Actions..............................................................................................25
(b) County's Actions...................................................................................................25
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TABLE OF CONTENTS
(continued)
PAGE
(c) Subdivision Agreement and Defense....................................................................25
Section 11. No Agency, Joint Venture or Partnership......................................................................26
Section12.• Miscellaneous.................................................................................................................26
12.1 Incorporation of Recitals and Introductory Paragraph...................................................26
12.2 Severability. ...................................................................................................................26
12.3 Other Necessary Acts.....................................................................................................26
12.4 Construction...................................................................................................................26
12.5 Other Miscellaneous Terms. ..........................................................................................27
12.6 Covenants Running with the Land.................................................................................27
12.7 Dougherty Valley Development Strategy......................................................................27
12.8 Mortgage Rights.............................................................................................................27
12.9 Approval by Mortgagees................................................................................................28
12.10 Notice of Proposed Amendment to Mortgagee..............................................................28
12.11 Remedies........................................................................................................................28
12.12 California Law. ..............................................................................................................28
12.13 Other Public Agencies. ..................................................................................................28
12.14 Attorneys' Fees...............................................................................................................29
12.15 Annexation to San Ramon. ............................................................................................29
Section13. Notices............................................................................................................................29
Section 14. Assignment, Transfer and Notice...................................................................................30
14.1 Assignment of Interests, Rights and Obligations...........................................................30
14.2 Transfer Agreements......................................................................................................30
14.3 Non-Assuming Transferees............................................................................................31
Section 15. Notice of Compliance. ...................................................................................................32
15.1 Generally........................................................................................................................32
Section 16. Entire Agreement, Counterparts and Exhibits...............................................................32
Section 17. Recordation of Development Agreement. .....................................................................33
111
1
DEVELOPMENT AGREEMENT BETWEEN COUNTY OF CONTRA
COSTA AND SHAPELL INDUSTRIES, INC. RELATING TO THE
DEVELOPMENT COMMONLY KNOWN AS THE GALE RANCH
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into as of this _ day of
December, 1995, by and between SHAPELL INDUSTRIES, INC., a Delaware corporation
("Developer" or "Shapell"), and the COUNTY OF CONTRA COSTA, a political subdivision of the
State of California ("County"), pursuant to Government Code section 65864 et seq. Developer and
County are from time to time hereinafter referred to individually as a "Party" and collectively as the
"Parties." This Agreement supersedes and replaces in its entirety that certain development
agreement entered into by and between Developer and County dated October 2, 1990, which is
hereby terminated.
RECITALS
A. 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 enacted Government Code section 65864 et seq. (the "Development Agreement
Statute"), which authorizes County to enter into an agreement with any person having a legal or
equitable interest in real property, regarding the development of such property.
B. Pursuant to Government Code section 65865, County has adopted rules and regulations
establishing procedures and requirements for consideration of development agreements (Art. 26-2.12
of Contra Costa County Code and Board Resolution No. 85/412). This Development Agreement has
been processed, considered and executed in accordance with those County rules and regulations,
including without limitation, 26-2.1204 of the Contra Costa County Code.
C. Developer has a legal interest in certain real property consisting of approximately two
thousand seven hundred eight (2,708) acres located in the unincorporated portion of the County
known as the Dougherty Valley, which property is commonly referred to as the Gale Ranch. The
property which is the subject of this agreement is a portion of the Gale Ranch comprised of
approximately two thousand and ninety (2,090) acres as described in Exhibit A attached hereto (the
"Gale Ranch Site"). The property is adjacent to property owned by Windemere Ranch Partners
("Windemere") also located in the Dougherty Valley.
D. Developer intends to develop the Gale Ranch Site as a residential planned community of
4,614 units (plus any units that may be transferred from the Country Club Site to central residential
1
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receiver sites, as permitted under the Specific Plan), along with retail and office uses, community
facilities and other uses in accordance with the Dougherty Valley Specific Plan.
E. County has determined that this Agreement is appropriate for the Gale Ranch and desires
to enter into this Agreement. This Agreement establishes planning principles, standards, and
procedures to: eliminate uncertainty in planning and guide the orderly development of the Gale
Ranch consistent with the General Plan and the Dougherty Valley Specific Plan; mitigate significant
environmental impacts; ensure installation of necessary on-site and off-site public improvements;
provide for the preservation of substantial permanent open space; make provision for public trail
facilities; provide funding for traffic improvements; provide for public services appropriate to the
development of the Gale Ranch; provide affordable housing; ensure attainment of the maximum
effective utilization of resources within the County at the least economic cost to its citizens; and
otherwise achieve the goals and purposes for which the Development Agreement Statute was
enacted. Furthermore, development of the Gale Ranch pursuant to the Agreement would result in
increased tax, fee and other revenues resulting in fiscal benefits to the County and an improved
balance between jobs and housing within the County and the region.
F. This Agreement requires,through the provisions that follow, that any future development
of the Gale Ranch Site comply with the Growth Management Element of the General Plan. As a
result, County is precluded from approving development of the Gale Ranch absent compliance with
certain standards relating to water, sanitary facilities, fire,police,parks, flood control and traffic.
G. In exchange for the benefits to County described in Recital E of this Agreement,together
with the other public benefits that will result from the development of the Gale Ranch, Developer
will receive by this Agreement assurance that it may proceed with the Gale Ranch in accordance
with the "Applicable Law" (defined below), and therefore desires to enter into.this Agreement. In
the absence of this Agreement, Developer would have no present assurance that it could proceed
with the Gale Ranch in accordance with the Applicable Law.
H. County has taken various environmental review and planning actions relating to the
development of the Gale Ranch. These actions include,without limitation,the following:
1. Dougherty Valley EIR. On December 22, 1992, pursuant to the California
Environmental Quality Act, the "CEQA Guidelines" and County's local guidelines
promulgated thereunder (hereinafter collectively referred to as "CEQA") and in accordance
with the recommendation of the County's Zoning Administrator, the Board, by
Resolution 92/864, certified a final environmental impact report regarding the Gale Ranch
(the "Dougherty Valley EIR").
2. General Plan Amendment. On December 22, 1992, following review by the San
Ramon Valley Regional Planning Commission and the County Planning Commission, and
recommendation by the County Planning Commission, and after duly noticed public hearing
and certification of the Dougherty Valley EIR,the Board, by Resolution 92/866, approved an
amendment to the County General Plan (the "General Plan Amendment"), addressing the
Gale Ranch Site and certain real property adjacent to the Gale Ranch Site including
(i) approximately 618 acres, also owned by Shapell, known as Country Club at Gale Ranch
2
(the "Country Club Site"), (ii)approximately 2379 acres owned by Windemere Ranch
Partners (the "Windemere Site"), and (iii)approximately 892 acres owned by the United
States Department of the Army("Camp Parks").
3. Specific Plan. On December 22, 1992, following review by the San Ramon
Valley Regional Planning Commission and the County Planning Commission and
recommendation by the County Planning Commission, certification of the Dougherty Valley
EIR, adoption of the General Plan Amendment, and duly noticed public hearing, the Board
adopted, by Resolution 92/867, a single specific plan for the Gale Ranch Site, the Country
Club Site, the Windemere Site, and Camp Parks (collectively, the "Dougherty Valley"),
which specific plan is entitled the "Dougherty Valley Specific Plan" (the "Specific Plan").
4. Country Club at Gale Ranch Approvals On December 20, 1994, following
review by the San Ramon Valley Regional Planning Commission and the County Planning
Commission, and recommendation by the County Planning Commission, the Board's
consideration and certification of the Country Club at Gale Ranch FEIR; and duly noticed
public hearing, the Board adopted Resolutions 94/640, 94/641 and 94/649, and adopted
Ordinance No 94-77 and Ordinance No. 94-79, by which a General Plan Amendment,
Rezoning, Preliminary Development Plan, Final Development Plan, Vesting Tentative Map
and Development Agreement for development of the Country Club at Gale Ranch (adjacent
to the Gale Ranch Site)were approved.
5. Settlement Agreements. County, together with Developer'and Windemere, has
entered into various agreements to settle litigation brought by certain parties against the
County as respondent, and against Developer and Windemere as real parties in interest,
relating to County's approval of the General Plan Amendment and Specific Plan and its
certification of the Dougherty Valley EIR(collectively, the "Settlement Agreements"). The
Settlement Agreements establish, among other things, certain procedures and standards that
will be applied to County's consideration and approval of the "Project Approvals" (defined
below). The Settlement Agreements consist of the following:
(a) San Ramon and Danville: That certain agreement entered into by and
among County, Developer, Windemere, the City of San Ramon ("San Ramon") and the
Town of Danville ("Danville") on May 11, 1994 to settle certain claims brought by San
Ramon and Danville as more fully described therein (the "San Ramon Settlement
Agreement").
(c) Pleasanton: That certain agreement entered into by and between County,
Developer, Windemere, and the City of Pleasanton ("Pleasanton") on June 20, 1995, to settle
certain claims brought by Pleasanton as more fully described therein (the "Pleasanton
Settlement Agreement").
(b) Walnut Creek: That certain agreement entered into by and among
County, Developer, Windemere, and the City of Walnut Creek ("Walnut Creek") on July 11,
1995, to settle claims brought by Walnut Creek as more fully described therein (the "Walnut
Creek Settlement Agreement").
3
v
(d) East Bay Municipal Utility District: That certain agreement entered into
by and among County, Developer, Windemere, and the East Bay Municipal Utility District
("EBMUD") on September 26, 1995 to settle claims brought by EBMUD as more fully
described therein (the "EBMUD Settlement Agreement").
(e) Alamo Improvement Association: That certain agreement entered into by
and among County, Developer, Windemere, and the Alamo Improvement Association
("AIA") on October 12, 1995, to settle claims brought by the AIA as more fully described
therein (the "AIA Settlement Agreement").
(f) Non-Governmental Organizations: That certain agreement entered into
by and among County, Developer, Windemere, and several non-governmental organizations
viz., the Sierra Club, the Greenbelt Alliance, Preserve Area Ridgelands Committee, Save
Our Hills and the Mount Diablo Audubon Society on October 12, 1995, to settle claims
brought by such non-governmental organizations as more fully described therein (the "NGO
Settlement Agreement").
6. P-1 Zoning and Preliminary Development Plan. On , 1995,
following review by the San Ramon Valley Regional Planning Commission and the County
Planning Commission, and recommendation by the County Planning Commission, the
Board's consideration of an addendum to the Dougherty Valley EIR prepared in accordance
with Section 15164 of the CEQA Guidelines (the "Dougherty Valley EIR Addendum") with
the Dougherty Valley EIR, and duly noticed public hearing, the Board adopted County
Ordinance No. _, rezoning the Gale Ranch Site to County's "P-1" zoning district consistent
with the General Plan and the Specific Plan (the "P-1 Zoning") and, pursuant to
Resolution , approved a Preliminary Development Plan for the Gale Ranch
Site in accordance with its P-1 zoning (the "Preliminary Development Plan").
The General Plan Amendment, Specific Plan, P-1 Zoning, Preliminary Development
Plan, and this Agreement are sometimes collectively referred to herein as the "Planning
Actions."
1. The Parties acknowledge and agree that applications for specific land use approvals,
entitlements, permits and agreements (collectively, the "Subsequent Approvals") must be made by
Developer and reviewed (in compliance with CEQA) and approved, issued or entered into by County
prior to any development on the Gale Ranch Site. The Subsequent Approvals may include, without
limitation, the following: design review approvals, improvement agreements and other agreements
relating to the Gale Ranch, use permits, grading permits, building permits, lot line adjustments,
sewer and water connection permits, certificates of occupancy, subdivision maps (including
tentative, vesting tentative, parcel, vesting parcel, and final subdivision maps), preliminary and final
development plans, rezonings, development agreements, landscaping plans, encroachment permits,
resubdivisions, and amendments to, or repealing of, the Planning Actions or the Subsequent
Approvals.
J. On , 1995 (the "Approval Date"), after duly noticed public hearing, and
considering the Dougherty Valley EIR Addendum, and the findings and recommendation of the
4
Zoning Administrator, the Board took the following actions: (1) made findings required by Board
Resolution No. 85/412, that the provisions of this Agreement are consistent with the General Plan
and the Specific Plan; (2)by Board Resolution No. , made the findings required
by CEQA; and (3) adopted Ordinance No. , approving and authorizing the execution of this
Agreement.
K. Each Party acknowledges that it is entering into this Agreement voluntarily.
NOW, THEREFORE, in consideration of the promises, covenants, and provisions set forth
herein,the receipt and adequacy of which consideration is hereby acknowledged, the Parties agree as
follows:
AGREEMENT
Section 1. Effective Date and Term.
1.1 Effective Date. This Agreement shall become effective upon the date the Ordinance
approving this Agreement becomes effective, or the date upon which this Agreement is executed by
Developer and County, whichever is later(the "Effective Date"). However, the "Applicable Law" to
which the Gale Ranch shall be subject shall be as set forth in Section 4.1 below.
1.2 Term. The term of this Agreement (the "Term") shall commence upon the Effective
Date and continue for a period of twenty five (25)years.
Section 2. Definitions.
"Affordable Housing Program" shall have that meaning set forth in Section 3.1(d) of this
Agreement.
"Applicable Law" shall have that meaning set forth in Section 4.1 of this Agreement.
"Approval Date" shall have that meaning set forth in Recital K of this Agreement.
"Board" shall mean the Board of Supervisors of the County.
"Changes in the Law" shall have that meaning set forth in Section 4.2 of this Agreement.
"Community Development Director" shall mean the Director of the County's Department of
Community Development, or his or her designee.
"Country Club Site" shall mean the approximately 618 acres within the Shapell Site for
which the County approved a general plan amendment, rezoning, preliminary development plan,
final development plan, subdivision map, and development agreement on December 20, 1994.
"County" shall mean the County of Contra Costa, and shall include, unless otherwise
provided, any of the County's agencies, departments, officials, employees or consultants.
5
"County General Plan" or "General Plan" shall mean the General Plan of the County.
"Deficiencies" shall have that meaning set forth in Section 7.2 of this Agreement.
"Developer" shall have that meaning set forth in the preamble, and shall further include,
unless otherwise provided, Developer's successors, heirs, assigns, and transferees.
"Dougherty Valley EIR" shall have that meaning set forth in Recital H of this Agreement.
"Dougherty Valley EIR Addendum" shall have that meaning set forth in Recital H of this
Agreement.
"Effective Date" shall have that meaning set forth in Section 1.1 of this Agreement.
"Facilities Fee" shall have that meaning set forth in Section 3.2(b)(2) of this Agreement.
"Gale Ranch" shall mean the Gale Ranch Site and all improvements to be constructed
thereon by Developer as described in the Planning Actions and (as and when they are adopted or
issued), the Subsequent Approvals, and all off-site improvements to be constructed in connection
therewith.
"Gale Ranch Site" or "Shapell Site" shall mean the approximately 2,090 acres owned by
Shapell Industries, Inc., located in Dougherty Valley and excluding the Country Club Site.
"General Plan Amendment" shall have that meaning set forth in Recital H of this Agreement.
"Growth Management Element" shall mean the Growth Management Element of the General
Plan as of the Approval Date.
"Notice of Compliance" shall have that meaning set forth in Article 15 of this Agreement.
"Off-Site Traffic Improvements" shall have that meaning set forth in Section 3.1(f) of this
Agreement.
"P-1 Zoning" shall have that meaning set forth in Recital H of this Agreement.
"Planning Actions" shall have that meaning set forth in Recital H of this Agreement.
"Planning Commission" shall mean the County Planning Commission.
"Preliminary Development Plan" shall have that meaning set forth in Recital H of this
Agreement.
"Settlement Agreements" shall have that meaning set forth in Recital H of this Agreement.
"Shapell Site" or "Gale Ranch Site" shall mean the approximately 2,090 acres owned by
Shapell Industries, Inc., located in Dougherty Valley and excluding the Country Club Site.
6
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"Specific Plan" shall have that meaning set forth in Recital H of this Agreement.
"Subsequent Approvals" shall have that meaning set forth in Recital I of this Agreement.
"Traffic Impact Fee" shall have that meaning set forth in Section 3.1(i) of this Agreement.
"Windemere" shall have that meaning set forth in Recital C of this Agreement.
"Windemere Site" shall have that meaning set forth in Recital H of this Agreement.
Section 3. Obligations of Developer and County.
3.1 Obligations of Developer.
(a) Generally. The Parties acknowledge and agree that County's agreement to perform and
abide by the covenants and obligations of County set forth herein is material consideration for
Developer's agreement to perform and abide by the covenants and obligations of Developer set forth
herein.
(b) Compliance with Settlement Agreements. The terms and provisions of this Agreement
are intended to be consistent with, and shall not be deemed to modify, abrogate or limit compliance
with or the implementation or enforcement of, the terms and provisions of any of the Settlement
Agreements. In the event of any conflict between the terms and provisions of this Agreement and
any Settlement Agreement, the terms and provisions of such Settlement Agreement shall prevail to
the extent of such conflict. If and to the extent any obligation of any party under any of the
Settlement Agreements is terminated for any reason, including without limitation any obligation
under Section 3.1(e) (relating to the Interstate 680/Highway 24 Interchange, Section 3.1(k) (relating
to the payment of traffic fees to the City of Pleasanton), and Section 3.1(g) (relating to the design
program for the Village Center),then such obligation shall not be required to be satisfied hereunder.
(c) Preliminary Development Plan. Except as otherwise specifically agreed by County,
Developer shall comply with all conditions of approval to the Preliminary Development Plan.
(d) Affordable Housing. Developer shall, in connection with its development of the Gale
Ranch, implement the terms and provisions of the Affordable Housing Program adopted by the
Board on March 22, 1994 pursuant to Board Order , (the "Affordable Housing Program"),
which requires that a minimum of twenty-five percent (25%) of all dwelling units be developed as
affordable to low,very low and moderate income households.
(e) Designation of Preferred Water Provider. In consequence of the court-sanctioned
EBMUD Settlement Agreement, Policy U-1 of the Specific Plan which identifies alternative water
suppliers shall be interpreted and applied to the Gale Ranch development as follows: The Dublin
San Ramon Services District ["DSRSD"] is the preferred water provider for the Gale Ranch Site
(except for one or two school sites as provided in the EBMUD Settlement Agreement). EBMUD is
an alternative water provider, but only pursuant to the terms and conditions set forth in the EBMUD
Settlement Agreement. Staff will support and diligently process an amendment which will
incorporate such language into the Specific Plan.
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(f) Design Program for Dougherty Valley Village Center. Paragraphs 2, 3(a) and 3(b) of
the NGO Settlement Agreement require certain actions to be taken with respect to the design of Gale
Ranch, including participation in the development of a design program for the "Village Center" of
the Dougherty Valley and provision of approximately forty (40) acres of additional open space
(provided that such reconfiguration is physically feasible and permitted by law). Any obligation of
Developer or County under such provisions of the NGO Settlement Agreement shall be satisfied in
connection with any tentative map covering the area of the Gale Ranch Site affected by such
obligation, which tentative map will be approved together with any necessary general plan
amendment, specific plan amendment or rezoning.
(g) Coordination of On-Site Improvements. County shall require that access or
right-of-way for those certain roadway improvements described on Exhibit B, attached hereto and
incorporated herein by reference, as roadway segments W-1 and W-2, offered for dedication as and
at the times provided in the conditions to the PDP; provided, however, that if the Windemere project
generates the need for access or right-of-way for roadway segments W-1 and/or W-2, prior to the
time such access or right-of-way is required for the Gale Ranch, then County shall ensure that the
provision of such access or right-of-way is subject to the following: In order to accommodate
Windemere's development schedule, Windemere may elect to assume responsibility for
constructing, without reimbursement from Shapell, roadway segments W-1 and/or W-2 in which
case Shapell shall dedicate or offer to dedicate, as required by County, the necessary access or right
of way to County upon satisfaction of the following conditions: (a) Shapell will have reasonably
reviewed and approved Bollinger Canyon Road's horizontal and vertical alignment, grading and
improvement plans; (b) Windemere shall have provided to Shapell improvement agreements deemed
acceptable by County and executed by all parties, together with completion and payment bonds so
that the improvements shall be duly completed and no liens shall remain on Shapell's property; and
(c) Windemere shall have procured a policy of Comprehensive General Liability Insurance in an
amount and from an insurance company reasonably satisfactory to County naming Shapell as an
additional insured. Shapell shall have the right but not the obligation reasonably to designate the
source of cut/fill dirt (from the Gale Ranch Site) which shall.be used to the extent needed for
roadway segments W-1 and/or W-2.
(h) Danville/San Ramon/County Traffic Mitigation
(1) Certain traffic improvements within the County, San Ramon and Danville are or
may be required to accommodate development under the Specific Plan (the "Project Traffic
Improvements"). The Project Traffic Improvements include (i)the on-site traffic
improvements described in the Specific Plan as the "Internal Circulation System" (the
"On-Site Traffic Improvements"), (ii)the off-site traffic improvements described on
Exhibit C-1, attached hereto and incorporated herein by reference (the "Initial Project Traffic
Improvements") and (iii)certain additional off-site traffic improvements described on
Exhibit C-2, attached hereto and incorporated herein by reference (the "Additional Project
Traffic Improvements"). The Initial Project Traffic Improvements and the Additional
Project Traffic Improvements are sometimes referred to collectively below as the "Off-Site
Traffic Improvements." ✓
8
(2) Subject to the provisions of 3.1(h), Developer shall be responsible for the
construction of the On-Site Traffic Improvements made necessary by the Gale Ranch.
(3) Developer shall pay to County a per-unit traffic impact fee (the "Traffic Impact
Fee") in the amount necessary, but no more than the amount necessary,.to fund Developer's
fair share of the cost of construction of.the Off-Site Traffic Improvements; provided,
however, that Windemere shall have responsibility for constructing roadway segment W-3
and Shapell shall have responsibility for constructing roadway segments S-1 and S-2 as
shown on Exhibit B to this Agreement. In calculating Developer's and Windemere's
respective obligations for the construction and/or funding of the Off-Site Traffic
Improvements, the costs of S-1, S-2, and W-3 shall be deducted from the aggregate total cost
of the Off-Site Traffic Improvements and not considered in.making such calculations. The
amount of the Traffic Impact Fee shall be determined as set forth in subsection (4) below,
and shall apply to residential units developed on the Gale Ranch Site. The Traffic Impact
Fee applicable to a residential unit shall be paid when the building permit for such unit is
issued. The County will retain responsibility for the issuance of building permits and
collecting the fees notwithstanding the municipal annexation of any portion of the Gale
Ranch.
(4) The amount of the Traffic Impact Fee shall be determined within six (6) months
following County's approval of this Agreement, but no later than the date upon which the
County first approves a tentative subdivision map showing individual residential lots for any
portion of the Dougherty Valley (other than.for the Country Club Site), in the following
manner: County, Developer, Windemere and, as required by the San Ramon Settlement
Agreement, representatives of Danville and San Ramon, shall meet and confer in good faith
to determine (i) the estimated reasonable cost of the Off-Site Traffic Improvements and (ii)
the respective proportions of such cost that fairly should be borne by Shapell and
Windemere, (taking into account, among other things, development planned for the Country
Club Site and the fees being paid by Shapell with respect thereto) and other projects or
parties, if any, contribution to the need for such improvements and to whom the Traffic
Impact Fee will apply. In making such determinations, and establishing the amount of the
Traffic Impact Fee, it shall be recognized that (a) Developer's pro rata contribution to the
traffic improvements described on Exhibit C-3, attached hereto and incorporated herein by
reference, shall be no more than is specified in, and shall be paid as described in, Exhibit C-
3; and (b) Developer and Windemere shall, taken together, be responsible for the entire cost
of the Initial Project Traffic Improvements as set forth in the San Ramon Settlement
Agreement (although each shall be responsible only for its fair share of the cost of such
improvements). The costs and proportions so determined and agreed upon by County and
Developer shall be reflected, as appropriate, in the Traffic Impact Fee. The amount of the
Traffic Impact Fee shall be adjusted annually in accordance with the construction cost index
published in the Engineering News Record.
(5) County shall enter into such agreements with San Ramon and Danville as may be
necessary or appropriate to establish a joint exercise of powers agreement ("JEPA"), or some
other program or mechanism (the "Local TIF Program"), to provide for (i) the collection of
9
a
traffic impact fees from development projects in San Ramon, Danville and Contra Costa
County within the JEPA boundary that will contribute to the need for the Additional Project
Traffic Improvements, which fees shall be in amounts consistent with the determinations
made under Subsection (4) above, (ii) the establishment of an account or accounts (the
"Local TIF Account") to hold Traffic Impact Fees collected from Developer and
Windemere, and traffic impact fees collected from the developers of other projects that will
contribute to the need for the Additional Project Traffic Improvements (collectively, the
"Local TIF Funds"), and (iii) the transfer to San Ramon, Danville and County of Local TIF
Funds attributable to the Off-Site Traffic Improvements to be developed within those
jurisdictions.
(6) The timing of when an Off-Site Traffic Improvement is needed is determined by
Measure C and by any conditions of approval for subsequent subdivision maps. If the Local
TIF Program has not received sufficient developer fees to fund an improvement when it is
needed, then Developer will fund the difference, or construct the improvement, to ensure the
improvement is built on time. In such case, Developer shall enter into a reimbursement
agreement with County to credit or reimburse Developer the eligible construction costs that
were advanced to build the project. Any credit so provided shall be applied•in full against
the Traffic Impact Fee for each residential unit that receives a building permit following
completion of the Off-Site Traffic Improvement by Developer (rather than pro rata against
the Traffic Impact Fee for all remaining residential units in the Project) until such time as the
full credit has been provided.
(7) County shall establish and implement a mechanism to reimburse Developer,and
shall reimburse Developer, that portion of the costs to be incurred by Developer in
connection with the funding or construction of the On-Site Traffic Improvements and the
Off-Site Traffic Improvements that represents the extent to which such traffic improvements
will serve traffic generated by projects that are'. developed pursuant to general plan
amendments approved on or after the Effective Date.
(8) To the extent that any Project Traffic Improvement funded or constructed by
Developer is included on a project list under any Measure C Action Plan or CMP Deficiency
Plan, and provided such transportation improvement has sufficient priority under such
Action Plan or Deficiency Plan, Developer shall receive a credit against, or reimbursement
from, any regional traffic fee imposed upon Developer under Sections 3.1(h)(11) and 3.1(k)
of this Agreement.
(9) Some portion of the Traffic Impact Fee may be allocated to and collected from
commercial development (on a per-square-foot basis) to occur as a part of Gale Ranch,
provided, however, that the total amount of Traffic Impact Fee to be collected from
residential development to occur as a part of Gale Ranch (as determined above) shall be
reduced by the amount of funds to be so collected from commercial development.
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(10) County shall make its final determination of compliance.with the standards of
the Growth Management Element of the General Plan relating to traffic in conjunction with
the review and approval of tentative subdivision maps.
(11) County shall not impose on Developer any fee or other obligation with respect
to roads or traffic impacts other than as set forth in this Agreement, Section 4.4 of the San
Ramon Settlement Agreement (relating to assurance of compliance with traffic service
objectives), Paragraph 1 of the Walnut Creek Settlement Agreement or Paragraph 1 of the
Pleasanton Settlement Agreement (relating to Developer's payment of fees to Pleasanton).
Notwithstanding the foregoing, nothing in this Agreement shall prevent the County from
(i)applying to the Gale Ranch to any tentative maps any subregional traffic impact fee
required by Measure C (1988) and adopted and applied consistently and on a uniform basis
throughout the Tri-Valley subregion by each of the seven jurisdictions that are now
signatories to the Tri-Valley Transportation Council joint powers authority which is adopted
prior to the vesting date of any tentative map (provided, however, that County shall provide
to Developer a credit against any such fee for traffic improvements constructed and/or
funded by Developer under this Agreement or the Settlement Agreement) or(ii) imposing on
the Gale Ranch reasonable requirements for the funding or construction of additional minor
traffic improvements made necessary by Gale Ranch and identified through CEQA review of
individual tentative map applications for Gale Ranch, or (iii) imposing on the Gale Ranch a
subregional traffic fee developed by the JEPA identified in Section 3.1(1)(5) to satisfy
Measure C requirements and for the sole purpose of funding a fair share contribution of the
Alcosta ramp realignment project at I-680 and the auxiliary lanes project on I-680 between
Bollinger Canyon Road and Diablo Road.
(i) Pleasanton Traffic Mitigation. Separate and apart from the Traffic Impact fee,
Developer shall pay to County $150 for each residential unit developed on the Gale Ranch Site
pursuant to the Project Approvals ("Pleasanton Traffic Fees"). The Pleasanton Traffic Fees will be
collected by County upon its issuance of the building permit for each such unit and delivered to
Pleasanton for the mitigation of traffic impacts on roadways located in its jurisdiction. If for any
reason San Ramon assumes the responsibility for issuing building permits for the Project (although
the parties anticipate that County will retain responsibility for the issuance of building permits
notwithstanding the.municipal annexation of any portion of the Gale Ranch), San Ramon shall
collect and deliver the Pleasanton Traffic Fees as set forth above. As provided in Paragraph 5(b) of
the Pleasanton Settlement Agreement, Developer's obligations pursuant to this Section 3.1(k) and
Paragraph 1 of the Pleasanton Settlement Agreement shall cease in the event that Pleasanton files
any legal action challenging any use or approval or any modification to any use or approval relating
to Dougherty Valley.
0) _Dublin Traffic Mitigation. County and Developer shall work with the City of Dublin to
establish a mutually acceptable fee to account for the cost of mitigating the traffic-related impacts of
the Project on roadways located in the City of Dublin net of the cost of mitigating the traffic-related
impacts of development projected to occur within the City of Dublin (including, without limitation,
I1
the East Dublin project) on the On-Site and Off-Site Traffic Improvements, if any. If County,
Developer and the City of Dublin are unable to arrive at a mutually acceptable fee within six (6)
months following the Effective Date, then County and Developer may themselves .determine the
amount of such fee. Any fee imposed on the Project pursuant to this Section 3.10) shall be approved
by the Board of Supervisors and, except as otherwise agreed by County and Developer, remain fixed
in an amount no to exceed $490 per residential unit throughout the term of this Agreement;
provided, however, that such fee may be subject to escalation in accordance with the "Construction
Cost Index"published in Engineering New Record. Such fee, if any, shall be paid upon the issuance
of the building permit for each residential unit in the Project and delivered to Dublin for the
mitigation of traffic impacts on roadways in its jurisdiction. If for any reason San Ramon assumes
the responsibility for issuing building permits for the Project (although the parties anticipate that
County will retain responsibility for the issuance of building permits notwithstanding the municipal
annexation of any portion of the Gale Ranch), San Ramon shall collect and deliver the fees to Dublin
as set forth above.
(k) Walnut Creek Traffic Mitigation. Notwithstanding any other provision contained
herein, all future tentative subdivision maps covering the Gale Ranch Site shall be subject to all
standards and requirements adopted by the County pursuant to Measure C (1988), including but not
limited to the Tri-Valley Action Plan or fees adopted thereunder, and all standards and requirements
adopted pursuant to Title 7,Division 1, Chapter 2.5 of the Government Code (Section 65080 et seq.),
including but not limited to all congestion management plans and deficiency plans adopted
thereunder,provided that(a) such standards and requirements are designed to mitigate congestion on
the Interstate 680/Highway 24 interchange or streets within Walnut Creek, (b)are applied to all other
major residential projects within the member jurisdictions of SWAT, TRANSPAC, and
TRANSPLAN, and (c) are imposed by the County or City only to the extent of the project's impacts
on the interchange or streets within Walnut Creek. Neither the foregoing provision nor any other
provision of this Agreement (other than the subsection of this Agreement relating to Traffic-Based
reductions in permitted development [Section 4.1] shall limit the authority of the County to apply the
standards and requirements described above adopted pursuant to Measure C (1988), including but
not limited to any Action plan or fees.
(1) Dougherty Road Improvements. County shall not require, as a condition to any
Planning Action or Subsequent Approval or in any other manner, that Developer construct or cause
to be constructed a realigned Dougherty Road, as shown in the Specific Plan and Preliminary
Development Plan, prior to 10 years from the effective date of this Agreement. ,Prior to County
imposing any requirement involving a realigned Dougherty Road, County may require, as a
condition to a Subsequent Approval, that Developer improve existing Dougherty Road in a manner
acceptable to County.
(m) Mitigation Monitoring Developer shall fund development and operation of a system
(the "Permit Tracking System") to monitor compliance with the requirements of the Settlement
Agreement regarding the provision of certain capital facilities, compliance with mitigation measures
in the Dougherty Valley EIR, and compliance with project conditions, through the payment of a fee
not to exceed $100 per residential unit developed on the Gale Ranch Site, payable at recordation of
the final map encompassing such unit. Developer shall, at the time services are performed, pay the
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County staff costs of carrying out the County's Mitigation Monitoring Program, as adopted by the
Board on December _, 1992, and as it may be amended for the purposes of compliance with
CEQA, which are attributable to development of the Gale Ranch Site, on a time and materials basis,
and shall pay the reasonable costs of consultants as necessary to implement the Mitigation
Monitoring Program.
(n) County Service Area. As more fully described in Section 3.2(b) of this Agreement,
Developer shall cooperate in establishment of the County Service Area and in the establishment of
any special. tax, benefit assessment or other supplemental financing method necessary for the
provision of services and operation and maintenance described in Section 3.2(b)(iii).
3.2 Obligations of County.
(a) Generally. The Parties acknowledge and agree that Developer's agreement to perform
and abide by the covenants and obligations of Developer set forth herein is material consideration
for County's agreement to perform and abide by the covenants and obligations of County set forth
herein.
(b) Establishment of County Service Area.
(1) County and Developer shall cooperate in (i)the formation, as soon as reasonably
practicable but in any event prior to filing of the first final subdivision map in the Dougherty
Valley, of a County Service Area or other financing entity to receive certain funds and
provide certain services, including the operation and maintenance of facilities and
infrastructure, as described in Section 3.3 of the San Ramon Settlement Agreement and
(ii)the establishment, as soon as reasonably practicable but in any event prior to filing of the ,
first final subdivision map in the Dougherty Valley, of a mechanism and adequate to fund the
provision of such services as described in Section 3.3 of the San Ramon Settlement
Agreement.
(2) As described in Section 3.4 of the San Ramon Settlement Agreement, to ensure
that the Community Center, Senior Center, Library, Corporation Yard and Police Substation
described in the Specific Plan will be constructed on a timely basis and made available to
Dougherty Valley residents at the appropriate time, County shall (except to the extent some
other method for the financing or provision of such facilities is requested or established by
Developer or Windemere, as appropriate) assess against residential units to be developed in
the Dougherty Valley a fee, special tax or assessment in an amount sufficient to fund
Developer's and Windemere's obligation to contribute to the cost of such facilities (the
"Facilities Fee"). Funds so collected will be held in a separate account and made available to
Developer and Windemere, as appropriate, for the construction of such facilities. The
precise form, timing, and amount of such fee, tax, or assessment shall be in accordance with
the terms and provisions of Exhibit D attached hereto.
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Section 4. Standards,Laws and Procedures Governing Gale Ranch.
4.1 Permitted Uses,Etc.; Applicable Law.
(a) Permitted Uses, Etc., of the Gale Ranch Site. The permitted uses of the Gale Ranch
Site; the density and intensity of use of the Gale Ranch Site; the maximum height, bulk and size of
proposed buildings; provisions for reservation or dedication of land for public purposes and the
location of public improvements; the location of public utilities; and other terms and conditions of
development applicable to the Gale Ranch, shall be as set forth in the Planning Actions and, as and
when they are adopted or issued, the Subsequent Approvals. Not in limitation of the foregoing, the
permitted uses of the Gale Ranch Site combined with the Country Club Site shall include 5,830
residential units at the densities provided for in the Specific Plan and 450,800 square feet of
commercial space, (exclusive of any community college uses) subject to the following limitations:
(1) All development of the Gale Ranch Site shall be consistent with the General
Plan, including the Growth Management Element thereof as it existed on the Approval Date.
County may modify the permitted uses of the Gale Ranch Site to the extent necessary to
attain such consistency,provided no other method of attaining such consistency is feasible.
(2) Subject to Section 4.1(f) of this Agreement and the provisions of CEQA, County
may modify the permitted uses of the Gale Ranch Site to the extent necessary to satisfy
County's obligations under CEQA and (as provided in Section 4.2, below,) other State and
federal laws, provided no other method of satisfying such obligations is feasible.
(3) The Parties acknowledge and agree that the terms and provisions of the
Settlement Agreements include certain conditions to and limitations on the development of
the Gale Ranch. All development of the Gale Ranch Site shall be consistent with such
conditions and limitations. County may modify the permitted uses of the Gale Ranch Site to
the extent necessary to attain such consistency, provided no other method of attaining such
consistency is feasible.
(4) Except to the extent otherwise specifically required by state or federal law, no
modification of the permitted uses of the Gale Ranch Site shall occur with respect to any
portion of the Gale Ranch Site for which County has approved a tentative or vesting tentative
subdivision map.
(b) Applicable Law. The rules, regulations, official policies, standards and specifications
applicable to the Gale Ranch (the "Applicable Law") shall be those in force and effect on the
Approval Date, including without limitation, the Planning Actions. The Applicable Law shall also
be the rules, regulations, official policies, standards and specifications set forth in the Subsequent
Approvals as and when they are adopted or issued.
(c) No Conflicting Enactments. Except as otherwise specifically set forth _herein, County,
whether by action of the Board or otherwise, or by initiative, referendum, issuance of a subsequent
approval or other means, and whether through the exercise of County's police power or its taxing
power, shall not apply to the Gale Ranch any ordinance, resolution, rule, regulation, standard,
14
directive, condition or other measure (each, individually, a "County Law") that is in conflict with
Applicable Law, including this Agreement, or that reduces the rights provided by this Agreement
unless agreed to in writing by Developer. Without limiting the generality of the foregoing, any
County Law shall be deemed to conflict with Applicable Law, including this Agreement, or to
reduce the rights provided by this Agreement, if it would accomplish any of the following results,
either by specific reference to the Gale Ranch or as part of a general enactment that applies to or
affects the Gale Ranch:
(1) reduce the number of residential units permitted to be developed on the Gale
Ranch Site to fewer than 4,614 (and any additional units that may be transferred from the
Country Club Site to central residential receiver sites as permitted under the Specific Plan) or
revise the densities permitted by the Specific Plan, except as otherwise specifically provided
in Section 4.1(a) of this Agreement;
(2) reduce the square footage of commercial development permitted to be developed
on the Gale Ranch Site to fewer than 450,800 square feet (exclusive of community college
uses), except as otherwise specifically provided in Section 4.1(a)of this Agreement;
(3) otherwise limit or reduce the density or intensity of the Gale Ranch, or any part
thereof, or otherwise require any reduction in the square footage or number of proposed
buildings or other improvements, except as otherwise specifically provided in Section 4.1(a)
of this Agreement;
(4) otherwise change any land use designation or permitted use of the Gale Ranch
Site,except as otherwise specifically provided in Section 4.1(a)of this Agreement;
(5) limit or control the location of buildings, structures, grading, or other
improvements of the Gale Ranch in a manner that is inconsistent with or more restrictive
than the limitations included in the Planning Actions and the Subsequent Approvals, except
as otherwise specifically provided in Section 4.1(a) of this Agreement;
(6) limit or control the availability of public utilities, services or facilities or any
privileges or rights to public utilities, services, or facilities (for example, water rights, water
connections, sewage capacity rights, sewer connections, etc.) for the Gale Ranch, except as
otherwise specifically provided in Section 4.1(a)of this Agreement;
(7) limit or control the rate, timing, phasing or sequencing of the approval,
development or construction of all or any part of the Gale Ranch as set forth in
Section 4.1(e), below, or in any other manner; except as otherwise specifically provided in
Section 4.1(a) of this Agreement;
(8) apply to the Gale Ranch any County Law otherwise allowed by this Agreement
that is not uniformly applied on a County-wide basis to all substantially similar types of
development projects and project sites;
15
(9) require the issuance of additional permits or approvals by the County other than
those required by Applicable Law;
(10) establish, enact, or increase in any manner applicable to the Gale Ranch, or
impose against the Gale Ranch, any fees, taxes (including, without limitation, general,
special and excise taxes), assessments, liens or other financial obligations other than (i)those
specifically permitted by this Agreement (including Traffic Impact Fees, Facilities Fees,
Processing Fees, fees to fund the Mitigation Monitoring Program and financial obligations
associated with the financing of the operation and maintenance of the facilities and
infrastructure, and provision of the services, set forth in Section 3.2(b) above) and made
necessary by the Gale Ranch; (ii) any County-wide taxes and assessments;
(I I) except as provided in Section 4.1(c)(10) of this Agreement, establish, enact, or
increase in any manner applicable to the Gale Ranch, or impose against the Gale Ranch, any
rules, regulations, policies or standards that were not in effect on the Approval Date, or
otherwise impose against the Gale Ranch any condition, dedication or other exaction not
specifically authorized by Applicable Law and, except as authorized by the Settlement
Agreement and required by the conditions to the PDP, not made necessary by the Gale
Ranch; or
(12) limit the processing of applications for, or the obtaining of, Subsequent
Approvals.
Notwithstanding the foregoing, none of the Settlement Agreements shall be
considered a"conflicting enactment" for the purposes of this Agreement.
(d) Exceptions. Notwithstanding the foregoing,the following provisions shall apply:
(1) Uniform Codes. County may apply the then-current California Building
Standard Code, referred to in Health & Safety Code § 18935 and other uniform construction
codes to the Gale Ranch throughout the Term of this Agreement, provided that any such
uniform code shall apply to the Gale Ranch only to the extent that the code is in effect on a
County-wide basis.
(2) Road and storm drainage design. County may apply throughout the terms of this
Agreement its then-current design standards for construction of roads and storm drainage
facilities, provided that any such standard shall apply to the Gale Ranch only to the extent
that such standard has been adopted by County and is in effect on a County-wide basis.
(3) Processing fees. Fees charged by County which solely represent the reasonable
costs to County for County staff time and resources spent reviewing and processing
Subsequent Approvals are referred to in this Agreement as "Processing Fees." Processing
Fees do not include the Mitigation Monitoring Program fee described in Section 3.1(h) of
this Agreement. County may charge Developer the applicable Processing Fees that are
operative and in force and effect on a Countywide basis at the time such fees are customarily
required by County to be paid.
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(e) Moratoria and Restrictions and Limitations on the Rate or Timing of Development.
In the event a County Law is enacted, whether by action of the Board, the County Zoning
Administrator, any County planning commission, or County staff, or by initiative, referendum,
issuance of a Subsequent Approval or any other means, which relates to the growth rate, timing,
phasing or sequencing of new development or construction in County or, more particularly,
development and construction of all or any part of the Gale Ranch, such County Law shall not apply
to the Gale Ranch, or any portion thereof. County Laws made inoperative by this provision include,
but are not limited to, those not in force and effect on the Approval Date that tie development or
construction to the availability of public services and/or facilities (for example, the presence of a
specified traffic level of service or water or sewer availability).
(f) Further CEQA Review. County's environmental review of Subsequent Approvals
pursuant to CEQA shall utilize the Dougherty Valley EIR and Dougherty Valley EIR Addendum to
the fullest extent permitted by law.
(g) Further Assurances.
(1) County shall not support, adopt or enact any County Law, or take any other
action which would violate the express or implied provisions, conditions, spirit or intent of
the Planning Actions or the Subsequent Approvals.
(2) Developer reserves the right to challenge in court any County Law that would, in
Developer's opinion, conflict with Applicable Law, including this Agreement, or reduce the
rights regarding development provided by this Agreement.
(3) County shall take any and all actions as may be necessary or appropriate to
ensure that the rights provided by this Agreement can be enjoyed by Developer including,
without limitation, any actions as may be necessary or appropriate to ensure the availability
of public services and facilities to serve the Gale Ranch as development occurs.
(4) Should any initiative, referendum, or other measure be enacted, and any County
lack of application thereof to the Gale Ranch be legally challenged, Developer agrees to,fully
defend the County against such challenge, including providing all necessary legal services,
bearing all costs therefor, and otherwise holding the County harmless from all costs and
expenses of such legal challenge and litigation.
(h) Life of Subdivision Maps, Development Plans, and Permits. The term of any
subdivision map or other permit approved as a Subsequent Approval shall automatically be extended
as provided under Government Code section 66452.6(a) or Government Code section 65863.9.
Notwithstanding the foregoing, the vested rights associated with any vesting tentative map (but not
the term of such tentative map) shall terminate upon the expiration of the Term of this Agreement.
4.2 State and Federal Law. As provided in Government Code section 65869.5, this.
Agreement shall not preclude the application to the Gale Ranch of changes in laws, regulations,
plans or policies, to the extent that such changes are specifically mandated and required by changes
in state or federal laws or regulations ("Changes in the Law"). Not in limitation of the foregoing,
17
nothing in this Agreement shall preclude County from imposing on Developer any fee specifically
mandated and required by state or federal laws or regulations. In the event the Changes in the Law
prevent or preclude compliance with one or more provisions of this Agreement, such provisions of
the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary
to comply with the Changes in the Law, and County and Developer shall take such action as may be
required pursuant to this Agreement, including, without limitation, Section 6. (Cooperation-
Implementation) and Section 9.4 (Enforced Delay; Extension of Time of Performance) of this
Agreement.
4.3 Timing of Construction and Completion.
(a) Notwithstanding Sections 84-66.1406(1) and 84-66.1602 of the County Code, there is
no requirement that Developer initiate or complete development of the Gale Ranch or any particular
phase of the Gale Ranch within any particular period of time, and County shall not impose such a
requirement on any Subsequent Approval.
(b) The Parties acknowledge that Developer cannot at this time predict when or the rate at
which or the order in which phases will be developed. Such decisions depend upon numerous
factors which are not within the control of Developer, such as market orientation and demand,
interest rates, competition and other similar factors. In light of the foregoing and except as set forth
in subsection (c) below, the Parties agree that Developer shall be able to develop in accordance with
Developer's own time schedule as such schedule may exist from time to time, and that Developer
shall determine the order in which portions of the Gale Ranch shall be developed. Not in limitation
of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. City
of Camarillo, 37 Cal. 3d 465 (1984), that the failure of the parties therein to consider and expressly
provide for the timing of development resulted in a later-adopted initiative restricting the timing of
development to prevail over such parties' agreement, it is the Parties' desire to avoid that result by
acknowledging that Developer shall have the right to develop the Gale Ranch in such order and at
such rate and at such times as Developer deems appropriate within the exercise of its subjective
business judgment.
4.4 Developer Review of On-Site Infrastructure Improvements. Developer shall have
the right to review and comment on plans for any infrastructure improvement (including, without
limitation, streets, roads, trails, and detention basins) to be constructed on the Gale Ranch Site by
any private entity.
Section 5. Amendment.
5.1 Amendment of Planning Actions and Subsequent Approvals. To the extent
permitted by state and federal law, any Planning Action (other than this Agreement) or Subsequent
Approval may, from time to time, be amended or modified in the following manner:
(a) Administrative Amendments. Upon the written request of Developer for an
amendment or modification to a Planning Action (other than this Agreement) or Subsequent
Approval, the Community Development Director or his/her designee shall determine: (i)whether
the requested amendment or modification is minor when considered in light of the Gale Ranch as a
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whole; and (ii)whether the requested amendment or modification is consistent with Applicable Law,
other than that portion of Applicable Law sought to be amended. If the Community Development
Director or his/her designee finds that the proposed amendment or modification is both minor and
consistent with Applicable.Law (other than that portion of Applicable Law sought to be amended),
the amendment shall be determined to be an "Administrative Amendment," and the Community
Development Director or his designee may, except to the extent otherwise required by law, approve
the Administrative Amendment without notice and public hearing. For the purposes of this
Section 5 and without limiting the generality of the foregoing, lot line adjustments, changes in trail
alignments,.substitutions of comparable landscaping for any landscaping shown on any final
development plan or landscape plan, variations in the location of lots or homesites that do not
substantially alter the design concepts of the Gale Ranch, and variations in the location or
installation of utilities and other infrastructure connections or facilities that do not substantially alter
the design concepts of the Gale Ranch, shall be treated as Administrative Amendments.
(b) Non-Administrative Amendments. Any request of Developer for an amendment or
modification to a Planning Action (other than this Agreement) or Subsequent Approval which is
determined not to be an Administrative Amendment as set forth above shall be subject to review,
consideration and.action pursuant to Applicable Law (other than subsection (1) above). Nothing in
this section 5.01 shall limit any obligations of the County under the San Ramon Settlement
Agreement to submit any amendment or modification of a Planning Action or Project Approval to
the "Dougherty Valley Oversight Committee," established under the San Ramon Settlement
Agreement, for its review and comment or to submit or provide any documentation required by any
Settlement Agreement in accordance with the terms of such Settlement Agreement..
5.2 Amendment of This Agreement. This Agreement may be amended from time to time,
in whole or in part, by mutual written consent of the Parties or their successors in interest, in
accordance with this Agreement and the provisions of Government Code sections 65867, 65867.5,
and 65868 as follows:
(a) Insubstantial Amendments. Paragraph G of the County's "Procedures and
Requirements for the Consideration of Development Agreements," adopted by Board Resolution
No. 85/412, permits a development agreement to establish an alternative procedure for the
processing of "insubstantial amendments" to such an agreement. Notwithstanding the other
provisions of this Section 5.2, and pursuant to said Paragraph G, any amendment to this Agreement
which does not relate to (i)the Term of this Agreement; (ii)permitted uses of the Gale Ranch Site,
(iii)provisions for reservation or dedication of land, (iv)conditions, terms, restrictions, or
requirements for subsequent discretionary actions, (v)the density or intensity of use of the Gale
Ranch Site, (vi)the maximum height or size of proposed buildings, or (vii)monetary contributions
by Developer, shall not, except to the extent otherwise required by law, require notice or public
hearing before the Parties may execute an amendment hereto.
(b) Amendments of Planning Actions, Subsequent- Approvals or the Affordable
Housing Program. No amendment of a Planning Action (other than this Agreement) or Subsequent
Approval requested by Developer shall require an amendment to this Agreement. Instead, any such
amendment automatically shall be deemed to be incorporated into the Gale Ranch and made subject
to this Agreement.
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(c) Parties Required to Amend. Where a portion of Developer's rights or obligations have
been transferred and a "Transfer Agreement" (as described in Section 13 below) has been executed
in connection therewith, the signature of the person to whom such rights or obligations have been
transferred shall not be required to amend this Agreement unless such amendment would materially
alter the rights or obligations of such transferee hereunder; provided, however, that any such
transferee shall be provided with thirty (30) days' prior written notice of any amendment to this
Agreement.
(d) Non-Assuming Transferees. In no event shall the signature or consent of any
"Non-Assuming Transferee" (described in Section 14.3 below) be required to amend this
Agreement.
Section 6. Cooperation-Implementation.
6.1 Processing.
(a) In taking the Planning Actions, County has established basic planning principles,
standards, and procedures to guide development of the Gale Ranch Site. The Subsequent Approvals
shall be deemed to be tools to implement those principles, standards and procedures and must be
consistent therewith.
(b) Without limiting the generality of the foregoing, County shall not, through any
Subsequent Approval or the imposition of any condition of approval thereto, either: (i)except as
specifically required pursuant to Section 4.1(a) of this Agreement, reduce the number of residential
units permitted to be developed on the Gale Ranch Site to fewer than 4,614 (plus any additional units
transferred from the Country Club Site to central residential receiver sites as permitted under the
Specific Plan) or change the distribution of those units by density as provided in the Specific Plan or
reduce the square footage of commercial development permitted to be developed on the Gale Ranch
Site to fewer than 450,800 square feet (exclusive of community college uses); or(ii) otherwise enact
or impose any ordinance, resolution, rule, regulation, standard, directive, condition or other measure
that is in conflict with Applicable Law (including this Agreement) as it exists immediately prior to
the adoption of such Subsequent Approval or that reduces the rights provided by this Agreement.
(c) Upon submission by Developer of all appropriate applications and processing fees for
any Subsequent Approval, County shall commence and complete (and shall use its best efforts to
promptly and diligently commence and complete) all steps necessary to act on the Subsequent
Approval application including, without limitation, (i)the notice and holding of all required public
hearings, and (ii)the decision on the Subsequent Approval application as set forth below.
(d) County may deny an application for a Subsequent Approval by or requested by
Developer only if(i) such application does not comply with Applicable Law, (ii) such application is
inconsistent with the Planning Actions (provided, however, that inconsistency with a Planning
Action shall not constitute grounds for denial of.an application for a Subsequent Approval requested
by Developer that is an amendment to that Planning Action), or (iii) County is unable to make all
findings related to the Subsequent Approval required by state law. County may approve an
application for such a Subsequent Approval subject to any conditions necessary to bring the
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Subsequent Approval into compliance with Applicable Law, make the Subsequent Approval
consistent with the Planning Actions, or allow County to make the findings required by state law, so
long as such conditions comply with Section 6.1(b) of this Agreement. If County denies any
application for a Subsequent Approval, County must specify in making such denial the modifications
required to obtain approval of such application. Any such specified modifications must be
consistent with Applicable Law (including Section 6.1(b) of this Agreement), and County shall
approve the application if subsequently resubmitted for County review if it complies with the
specified modifications.
(e) Developer shall, in a timely manner; provide County with all documents, applications,
plans, and other information necessary for County to carry out its obligations hereunder and cause
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 Developer and County to cooperate and
diligently work to obtain any and all Subsequent Approvals.
(f) Any reduction in the amount of permitted development in the Dougherty Valley
resulting from either the application of Section 4.1(a) of this Agreement or the application of any
comparable provision in any development agreement to which the Windemere Site is subject shall
be subject to the following provisions:
(1) If the reduction is the result of impacts of development in the Dougherty Valley
that cannot feasibly be allocated between the Gale Ranch and Windemere projects, the
reduction in permitted development shall be allocated between Shapell and Windemere such
that the permitted development on the Gale Ranch Site and Country Club Site, combined,
shall be 53 percent of the permitted development in the Dougherty Valley and the permitted
development on the Windemere Site shall be 47 percent of the permitted development in the
Dougherty Valley. Reductions based on traffic-related impacts shall be allocated 53% to
Shapell and 47% to Windemere. No failure or delay by Windemere in constructing its first
3,995 residential units shall prevent or delay Shapell from or in developing any units beyond
its first 4,505 residential units (in both the Country Club Site and the Gale Ranch Site).
(2) If the reduction is the result of impacts of development in the Dougherty Valley
that can be feasibly allocated to the Gale Ranch or Country Club project or to the
Windemere project, such project shall bear such reduction.
(g) Subject to the provisions of Section 6.1(f) of this Agreement, 4,505 (53 percent) of the
first 8,500 units of development in the Dougherty Valley (including the Gale Ranch Site and the
Country Club Site) shall be allocated to Shapell and 3,995 (47 percent) of the first 8,500 units to
Windemere. Fifty-three percent of any development permitted in the Dougherty Valley beyond
8,500 units shall be allocated to Shapell and 47 percent to Windemere.
6.2 Eminent Domain Powers. County shall cooperate with Developer in implementing the
Planning Actions and Subsequent Approvals. To the extent permitted by law, such cooperation shall
include, without limitation, the use by County of its eminent domain powers where necessary to
implement the Planning Actions and any Subsequent Approvals.
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6.3 Other Governmental Permits. Developer shall apply for such other permits and
approvals as may be required by other governmental or quasi-governmental agencies in connection
with the development of, or the provision of services to, the Gale Ranch. County shall cooperate
with Developer in its efforts to obtain such permits and approvals and shall, from time to time at the
request of Developer, use its best efforts to enter into binding agreements with any such agency as
may be necessary to ensure the availability of such permits and approvals.
Section 7. Cooperation in the Event of Legal Challenge.
7.1 Cooperation.
(a) In the event of any administrative, legal or equitable action or other proceeding
instituted by any person not a party to this Agreement challenging the validity of any provision of
any Planning Action, including this Agreement, or Subsequent Approval, the Parties shall cooperate
in defending such action or proceeding to settlement or final judgment. Each Party shall select its
own legal counsel and retain such counsel at its own expense, and in no event shall County be
required to bear the fees and costs of Developer's attorneys. Developer shall save and hold harmless
County from and against any and all claims and awards for third party attorneys' fees associated with
such action or proceeding.
(b) The Parties agree that this Section 7.1 shall constitute a separate agreement entered
into concurrently with this Agreement, and that if any other provision of this Agreement, or the
Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction,
the Parties agree to be bound by the terms of this section, which shall survive such invalidation,
nullification, or setting aside.
7.2 Cure; Reapproval.
(a) If, as a result of any administrative, legal or equitable action or other proceeding as
described in Section 7.1, all or any portion of the Planning Actions(including, but not limited to, this
Agreement)or Subsequent Approvals are set aside or otherwise made ineffective by any judgment (a
"Judgment") in such action or proceeding (based on procedural, substantive or other deficiencies,
hereinafter "Deficiencies"),the Parties agree to use their respective best efforts to sustain and reenact
or readopt those Planning Actions and/or Subsequent Approvals that the Deficiencies related to, as
follows, unless the Parties mutually agree in writing to act otherwise.
(1) If any Judgment requires reconsideration or consideration by County of any
matter, then the County shall consider or reconsider that matter in a manner consistent with
the intent of this Agreement. If any such Judgment invalidates or otherwise makes
ineffective all or any portion of any Planning Action or Subsequent Approval, then the
Parties shall cooperate and shall cure any Deficiencies identified in the Judgment or upon
which the Judgment is based in a manner consistent with the intent of this Agreement.
County shall then readopt or reenact the Planning Action or Subsequent Approval, or any
portion thereof,to which the Deficiencies related.
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(2) Acting in a manner consistent with the intent of this Agreement includes, but is
not limited to, recognizing that the Parties intend that, subject to the provisions of
Section 4.1(a) of this Agreement, the permitted uses of the Gale Ranch Site shall include
4,614 residential units (plus any units that may be transferred from the Country Club Site to
central residential receiver sites, as permitted under the Specific Plan) at the densities
provided in the Specific Plan and 450,800 square feet of commercial uses (exclusive of
community college uses), and adopting such ordinances, resolutions, and other enactments,
including but not limited to, zoning ordinances, a specific plan and general plan
amendments, as are necessary to readopt or reenact all or any portion of the Planning Actions
and/or Subsequent Approvals without contravening the Judgment.
(3) The provisions of subsections (a) and (b), above, are subject to the following
limitations: Any additional, revised or modified environmental mitigation measures or
alternatives that might be imposed as a result of a Judgment shall comply with
Section 7.2(a)(2) of this Agreement. County's discretion in reviewing any information
regarding environmental impacts or alternatives shall be limited only by Section 7.2(a)(2) of
this Agreement.
(b) The Parties agree that this Section 7.2 shall constitute a separate agreement entered
into concurrently with this Agreement, and that if any other provision of this Agreement, or the
Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction,
the Parties agree to be bound by the terms of this section, which shall survive such invalidation,
nullification, or setting aside.
Section 8. Dispute Resolution.
With regard to any dispute involving development of the Dougherty Valley, the resolution of
which is not provided for by Applicable Law, Developer shall, at County's request, meet with
County and/or any party designated by County. The parties to any such meetings shall attempt in
good faith to resolve any such disputes. However, nothing in this provision shall in any way be
interpreted as requiring that Developer and County and/or County's designee reach agreement with
regard to those matters being addressed, nor shall the outcome of these meetings be binding in any
way on County or Developer unless expressly agreed to by the Parties.
Section 9. Default; Termination; Annual Review.
9.1 General Provisions.
(a) Defaults. Any failure by either Party to perform any term or provision of this
Agreement, which failure continues uncured for a period of thirty (30) days following written notice
of such failure from the other Party, unless such period is extended by written mutual consent, shall
constitute a default under this Agreement. Any notice given pursuant to the preceding sentence shall
specify the nature of the alleged failure and, where appropriate, the manner in which said failure
satisfactorily may be cured. If the nature of the alleged failure is such that it cannot reasonably be
cured within such 30-day period, then the commencement of the cure within such time period, and
the diligent prosecution to completion of the cure thereafter, shall be deemed to be a cure within
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such 30-day period. Upon the occurrence of a default under this Agreement, the non-defaulting
Party may institute legal proceedings to enforce the terms of this Agreement or, in the event of a
material default,terminate this Agreement. If the default is cured,then no default shall exist and the
noticing Party shall take no further action.
(b) Termination. If County elects to consider terminating this Agreement due to a material
default of Developer, then County shall give a notice of intent to terminate this Agreement and the
matter shall be scheduled for consideration and review by the Board at a duly noticed and conducted
public hearing. Developer shall have the right to offer written and oral evidence prior to or at the
time of said public hearings. If the Board determines that a material default has occurred and is
continuing and elects to terminate this Agreement, County shall give written notice of termination of
this Agreement to Developer by certified mail and this Agreement shall thereby be terminated
sixty (60) days thereafter; provided, however, that Developer files an action to challenge County's
termination of this Agreement within such sixty-day period,then this Agreement shall remain in full
force and effect until a trial court has affirmed County's termination of this Agreement and all
appeals have been exhausted (or the time for requesting any and all appellate review has expired).
9.2 Annual Review.
(a) On or before October 15 of each year, the Developer shall submit to the County
Community Development Department a report demonstrating the good-faith compliance with the
terms of this Agreement.
(b) The Community Development Director shall, at a noticed public hearing, consider a
staff report regarding Developer's compliance with the terms of this Agreement. After considering
the evidence presented at such public hearing, the Community Development Director shall adopt,
adopt with modification or deny the staff report.
(c) Prior to January 30 of each calendar year, and based on the staff report,the Community
Development Director shall make a determination regarding compliance with the Agreement. If the.
Community Development Director finds and determines that Developer has not complied with the
terms and conditions of this Agreement, and non-compliance may amount to a default if not cured,
then the Community Development Director may deliver a Default Notice pursuant to Section 9.1(a)
of this Agreement, in which case the provisions of Section 9.1(a) shall apply. If the Community
Development Director does not send such a Default Notice, then the Community Development
Director and County shall take no further action. The County, including the Community
Development Director, may exercise its right relating to any event of default only after complying
with Section 9.1(a)of this Agreement.
(d) County shall deliver to Developer a copy of all staff reports and documents to be used
or relied upon in conducting the Annual Review and, to the extent practical, related exhibits
concerning Developer's performance hereunder, at least ten (10) days prior to any such Annual
Review. Developer shall be permitted during the Annual Review to respond orally or by a written
statement, or both, to County's evaluation of Developer's performance. The Annual Review shall be
limited in scope to compliance with the terms of this Agreement.
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(e)' In the event County fails to either: (i) conduct the Annual Review or (ii)notify
Developer in writing (following the time during which the review is to be conducted) of County's
determination as to compliance or noncompliance with the terms of this Agreement and such failure
remains uncured as of 60 days following the anniversary of the Effective Date in any year during the
term of this Agreement, such failure shall be deemed a determination by County of Developer's
compliance with the terms of this Agreement for that Annual Review period.
(f) With respect to any year for which an Annual Review is conducted and compliance is
determined,, or with respect to any year in which County is deemed to have determined that
Developer complied with this Agreement pursuant to the preceding paragraph, County, upon request
of Developer, shall provide Developer with a written "Notice of Compliance," pursuant to
Section 15 of this Agreement.
9.3 Default by County. In the event County defaults under the terms of this Agreement,
Developer shall have all rights and remedies provided herein.
9.4 Enforced Delay; Extension of Time of Performance. Notwithstanding anything to the
contrary contained herein, neither Party shall be deemed to be in default where delays in
performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes
or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God,
restrictions imposed or mandated by other governmental entities, enactment of conflicting state or
federal laws or regulations, new or supplemental environmental regulations, or similar basis for
excused performance which is not within the reasonable control of the Party to be excused. Upon
the request of either Party hereto, an extension of time for such cause will be granted in writing for
the period of the enforced delay, or longer as may be mutually agreed upon.
Section 10. Defense and Indemnity.
(a) Developer's Actions. Developer shall defend, hold harmless, and indemnify County and
its elected and appointed officers, agents, employees, and representatives from claims, costs, and
liabilities for any personal injury, death, or physical property damage (including inverse
condemnation) which arises directly or indirectly, as a result of the construction of the Gale Ranch,,
or of operations performed under this Agreement, by Developer or by Developer's contractors,
subcontractors, agents or employees, whether such operations were performed by_Developer or any
of Developer's contractors, subcontractors, or by any one or more persons directly or indirectly
employed by, or acting as agent for Developer or any of Developer's contractors or subcontractors.
(b) County's Actions. Nothing in this section shall be construed to mean that Developer
shall defend, indemnify, or hold County or its elected and appointed representatives, officers, agents
and employees harmless from any claims of personal injury, death or property damage arising from,
or alleged to arise from, the maintenance or repair by County of improvements that have been
offered for dedication and accepted by County for maintenance.
(c) Subdivision Agreement and Defense. County and Developer may from time to time
enter into subdivision improvement agreements, as authorized by the Subdivision Map Act, Gov't
Code § 66010 et sea., which agreements may include defense and indemnity provisions different
25
Y '
from those contained in subsections (1) and (2) above. In the event of any conflict between such
provisions in any such subdivision improvement agreement and subsections (1) and (2) above, the
provisions of such subdivision improvement agreement shall prevail.
Section 11. No Agency,Joint Venture or Partnership.
It is specifically understood and agreed to by and between the Parties that: (1)the subject
development is a private development; (2) County has no interest or responsibilities for, or duty to,
third parties concerning any improvements until such time, and only until such time, that County
accepts the same pursuant to the provisions of this Agreement or in connection with the various
Planning Actions or Subsequent Approvals; (3)Developer shall have full power over and exclusive
control of the Gale Ranch herein described, subject only to the limitations and obligations of
Developer under the Planning Actions and Subsequent Approvals, and (4) County and Developer
hereby renounce the existence of any form of agency relationship, joint venture or partnership
between County and Developer and agree that nothing contained herein or in any document executed
in connection herewith shall be construed as creating any such relationship between County and
Developer.
Section 12. Miscellaneous.
12.1 Incorporation of Recitals and Introductory Paragraph. The Recitals contained in
this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated into
this Agreement as if fully set forth herein.
12.2 Severability. If any term or provision of this Agreement, or the application of any
term or provision of this Agreement to a particular situation, is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this
Agreement, or the application of this Agreement to other situations, shall continue in full force and
'effect unless amended or modified by mutual consent of the parties. Notwithstanding the foregoing,
if any material provision of this Agreement, or the application of such provision to a particular
situation, is held to be invalid, void or unenforceable, Developer may, in Developer's sole and
absolute discretion, terminate this Agreement by providing written notice of such termination to
County.
12.3 Other Necessary Acts. Each Party shall execute and deliver to the other all such other
further instruments and documents as may be reasonably necessary to carry out the Planning Actions
and Subsequent Approvals and to provide and secure to the other Party the full and complete
enjoyment of its rights and privileges hereunder.
12.4 Construction. Each reference in this Agreement to any of the Planning Actions or
Subsequent Approvals shall be deemed to refer to the Planning Action or Subsequent Approval as it
may be amended from time to time, whether or not the particular reference refers to such possible
amendment. This Agreement has been reviewed and revised by legal counsel for'both County and
Developer, and no presumption or rule that ambiguities shall be construed against the drafting party
shall apply to the interpretation or enforcement of this Agreement.
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12.5 Other Miscellaneous Terms. The singular shall include the plural; the masculine
gender shall include the feminine; "shall" is mandatory; "may" is permissive. If there is more than
one signer of this Agreement,the signer obligations are joint and several.
12.6 Covenants Running with the Land. All of the provisions contained in this
Agreement shall be binding upon the Parties and their respective heirs, successors and assigns,
representatives, lessees, and all other persons acquiring all or a portion of the Gale Ranch, or any
interest therein, whether by operation of law or in any manner whatsoever. All of the provisions
contained in this Agreement shall be enforceable as equitable servitudes and shall constitute
covenants running with the land pursuant to applicable laws including, without limitation, Civil
Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a
burden upon the Gale Ranch, as appropriate, runs with the Gale Ranch and is binding upon the .
owner of all or a portion of the Gale Ranch and each successive owner during its ownership of such
property.
12.7 Dougherty Valley Development Strategy. The Dougherty Valley is the subject of a
comprehensive and integrated planning effort. It has been designed to allow development by phases.
The timing of phase development will reflect market conditions and business decisions of the
developers of the Dougherty Valley,while requiring that each phase make provision for its needs for
infrastructure, services and amenities. Recognizing this development strategy, it is the intent of the
Parties that while development must occur in furtherance of the valley-wide Dougherty Valley
planning effort and the County's Growth Management Element, developers of the Dougherty Valley
should be able to pursue development in a manner commensurate with their own goals and
resources. In imposing conditions of approval, County shall, to the extent reasonably feasible,
allocate to Windemere and Shapell their separate and distinct obligations. The Parties recognize that
this may require that, for example, with regard to the construction of facilities involving both Shapell
and Windemere, County may need to allocate the separate obligations of each Developer. Nothing
in this Section 12.7 shall in any way modify the provisions of Section 4.3.3 of the Settlement
Agreement.
12.8 Mortgage Rights. Any mortgagee that wishes to receive notices of default from the
County pursuant to this Section 12.8 may provide written notice to the County requesting such
notice. County shall notify any such mortgagee requesting notice of any event of default by
Developer under this Agreement and provide to any such mortgagee the same opportunity to cure
such event of default as is provided to Developer under this Agreement. Failure to so notify any
such mortgagee shall not give rise to any liability on the part of County, provided that this
Agreement shall not be terminated by County as to any mortgagee (1)who has requested notice but
the mortgagee is not given notice by the County or (2)to whom notice is given and to which either
or the following is true:
(1) the mortgagee cures any default involving the payment of money by Developer
within sixty (60) days after notice of default;
(2) as to defaults requiring title or possession of all or any portion of the Gale Ranch
to effectuate a cure: (i)the mortgagee agrees in writing, within ninety (90) days after the
written notice of default, to perform the proportionate share of Developer's obligations under
27
this Agreement allocable to that part of the Gale Ranch Site in which the mortgagee has an
interest conditioned upon the mortgagee's acquisition of that part by foreclosure (including a
trustee sale) or by a deed in lieu of foreclosure; (ii)the mortgagee commences foreclosure
proceedings to reacquire title to all or the applicable portion of the Gale Ranch Site within
the ninety (90) days and thereafter diligently pursues the foreclosure to completion; and
(iii)the mortgagee (or any purchaser of the Developer's interest at foreclosure, or trustee
sale, or by deed in lieu of foreclosure promptly and diligently cures the default after
obtaining title or possession. Subject to the foregoing, in the event any mortgagee records a
notice of default as to its mortgage or deed of trust, Developer's rights and obligations under
this Agreement may be transferred to the mortgagee or to any purchaser of the Developer's
interest at a foreclosure or trustee sale and Developer shall remain liable for such obligations
unless released by County or unless County has approved the transfer in accordance with
Section 14.1, Section 14.2 and Section 14.3.
12.9 Approval by Mortgagees. County recognizes that the provisions of this Agreement
may be a matter of concern to any mortgagee intending to make a loan secured by a mortgage or
deed of trust encumbering the Gale Ranch Site, or a portion thereof. If such mortgagee should
require, as a condition to such financing, any modification of this Agreement to protect its security
interest in the Gale Ranch Site or portion thereof, County shall execute the appropriate amendments;
provided, however, that County shall not be required (but is permitted) to make any modification
that would (i)materially and adversely affect County's rights hereunder, (ii) increase County's
obligations hereunder, (iii) reduce Developer's obligations hereunder or (iv)constitute an
amendment other than an"Insubstantial Amendment"as described in Section 5.2 of this Agreement.
12.10 Notice of Proposed Amendment to Mortgagee. This Agreement may be amended
without the approval or execution of any such amendment by any mortgagee. However, if County
receives notice from a mortgagee requesting a notice of proposed amendment, County shall provide
a copy of any proposed amendment to such mortgagee.
12.11 Remedies. Either Party may, in addition to any other rights or remedies, institute an
equitable action to cure, correct, or remedy any default, enforce any covenant or agreement herein,
enjoin any threatened or attempted violation thereof, enforce by specific performance the obligations
and rights of the parties hereto, or to obtain any remedies consistent with the foregoing and the
purpose of this Agreement. In no event shall either County or Developer be entitled to monetary
damages for breach of contract by the other Party to this Agreement.
12.12 California Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of California.
12..13 Other Public Agencies. Nothing in this Agreement shall be construed to limit the
County's discretion to determine when and if it will enter into any agreements with other public
agencies concerning the subject-matter and provisions of this Agreement or require that the County
take any legal action concerning such other public agencies and their provision of services or
facilities.
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12.14 Attorneys' Fees. In the event of any litigation or arbitration between the Parties
regarding an alleged breach of this Agreement, neither Party shall be entitled to any award of
attorneys' fees.
12.15 Annexation to San Ramon. The Settlement Agreement anticipates the potential
annexation of the Gale Ranch Site to the City of San Ramon. To the extent any portion of the Gale
Ranch Site is so annexed, this Agreement shall continue to apply to the Gale Ranch Project until the
expiration of the Term (to the maximum extent permitted by law) and, to the extent such
construction is reasonable, appropriate and consistent with the terms of the Settlement Agreement,
any annexation agreement that may then exist between Developer and San Ramon and any property
tax exchange agreement or other agreement that may then exist between San Ramon and County
relating to the Gale Ranch Site, with respect to any portion of the Gale Ranch Site that has been
annexed, (i)the term "County" as used herein shall mean "San Ramon" and (ii) San Ramon shall be
deemed to be a successor in interest to County's rights and obligations under this Agreement.
Section 13. Notices.
Any notice or communication required hereunder between County or Developer must be in
writing, and may be given either personally or by registered or certified mail, return receipt
requested. If given by registered or certified mail, such notice or communication shall be deemed to
have been given and received on the first to occur of (i) actual receipt by any of the addressees
designated below as the party to whom notices are to be sent, or(ii)five (5) days after a registered or
certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the
United States mail. If personally delivered, a notice shall be deemed to have been given when
delivered to the party to whom it is addressed. Any Party may at any time, by giving ten (10) days
written notice to the other Party, designate any other address in substitution of the address to which
such notice or communication shall be given. Such notices or communications shall be given to the
Parties at their addresses set forth below:
If to County,to:
Director of Community Development
Contra Costa County Administration Building
651 Pine Street
Martinez, CA 94553
Telephone: (510) 646-2026
Facsimile: (510) 646-1309
With Copies to:
County Counsel
Contra Costa County Administration Building
651 Pine Street, 9th Floor
Martinez, CA 94553
Telephone: (510) 646-2074
Facsimile: (510) 646-1078
29
Director of Public Works
255 Glacier Drive
Martinez, CA 94553
Telephone: (510) 313-2000
Facsimile: (510) 313-2333
If to Developer, to:
Shapell Industries, Inc.
100 North Milpitas Boulevard
Milpitas, CA 95035
Attention: Daniel W. Hancock
Thomas J. Koch
Telephone: (408) 946-1550
Facsimile: (408) 946-9687
With Copies to:
McCutchen, Doyle,Brown & Enersen
P.O. Box V
Walnut Creek, CA 94596-1270
Attention: Daniel J. Curtin,Jr.
Maria P. Rivera
Telephone: (510) 937-8000
Facsimile: (510) 975-5390
Section 14. Assignment, Transfer and Notice.
14.1 Assignment of Interests, Rights and Obligations. Developer shall have the right to
assign or transfer all or any portion of its interests, rights or obligations under the Planning Actions
(including this Agreement) and the Subsequent Approvals to third parties acquiring an interest or
estate in the Gale Ranch or the Gale Ranch Site, or any portion thereof, including, without
limitation, purchasers or long-term ground lessees of individual lots, parcels, or any lots, homes or
facilities comprising a portion of the Gale Ranch.
14.2 Transfer Agreements.
(a) In connection with the transfer or assignment by Developer of all or any portion of the
Gale Ranch(other than a transfer or assignment by Developer to an affiliated party, a mortgagee or a
"Non-Assuming Transferee" (as defined in Section 14.3 of this Agreement)), Developer and the
transferee shall enter into a written agreement (a "Transfer Agreement") regarding the respective
interests, rights and obligations of Developer and the transferee in and under the Planning Actions
and the Subsequent Approvals. Such Transfer Agreement may (i) release Developer from
30
obligations under the Planning Actions (including this Agreement) or the Subsequent Approvals that
pertain to that portion of the Gale Ranch being transferred, as described in the Transfer Agreement,
provided that the transferee expressly assumes such obligations, (ii)transfer to the transferee vested
rights to improve that portion of the Gale Ranch being transferred and (iii)address any other matter
deemed by Developer to be necessary or appropriate in connection with the transfer or assignment.
(b) Developer shall seek County's consent to any Transfer Agreement, which consent shall
not be unreasonably withheld or delayed. Failure by County to respond within forty-five (45) days
to any request made by Developer for such consent shall be deemed to be County's approval of the
Transfer Agreement in question. County may refuse to give its consent only if, in light of the
proposed transferee's business experience and financial resources, such transferee would not in
County's reasonable opinion be able to perform the obligations proposed to be assumed by such
transferee. 'Such determination shall be made by the Community Development Director and is
appealable by Developer to the Board.
(c) Any Transfer Agreement shall be binding on Developer, County and the transferee.
Upon recordation of any Transfer Agreement in the Official Records of Contra Costa County,
Developer shall automatically be released from those obligations assumed by the transferee therein.
(d) Developer shall be free from any and all liabilities accruing on or after the date of any
assignment or transfer with respect to those obligations assumed by a transferee pursuant to a
Transfer Agreement. No breach or default hereunder by any person succeeding to any portion of
Developer's obligations under this Agreement shall be attributed to Developer, nor may Developer's
rights hereunder be cancelled or diminished in any way by any breach or default by any such person.
(e) No breach or default hereunder by Developer shall be attributed to any person
succeeding to any portion of Developer's rights or obligations under this Agreement, nor shall such
transferee's rights be cancelled or diminished in any way by any breach or default by Developer.
14.3 Non-Assuming Transferees. Except as otherwise required by Developer in
Developer's sole discretion, the burdens, obligations, and duties of Developer under this Agreement
shall terminate with respect to, and neither a Transfer Agreement nor County's consent shall be
required in connection with (i) any single residential parcel conveyed to a purchaser, (ii) any
property transferred as fewer than fifty (50) lots to a single retail builder, or (iii)any property that
has been established as one or more separate legal parcels for office, commercial, industrial, open
space, park, school or other nonresidential uses. The transferee in such a transaction and its
successors ("Non-Assuming Transferees") shall be deemed to have no obligations under this
Agreement, but shall continue to benefit from the vested rights provided by this Agreement for the
duration of the Term. Nothing in this section shall exempt any property transferred to a Non-
Assuming Transferee from payment of applicable fees and assessments or compliance with
applicable conditions of approval.
31
Section 15. Notice of Compliance.
15.1 Generally. Within thirty (30)days following any written request which Developer
may make from time to time, County shall execute and deliver to Developer a written "Notice of
Compliance," in recordable form, duly executed and acknowledged by County, certifying that:
(a) This Agreement is unmodified and in full force and effect, or if there have been
modifications hereto, that this Agreement is in full force and effect as modified and stating the date
and nature of such modification;
(b) There are no current uncured defaults under this Agreement or specifying the dates and
nature of any such default; and
(c) Any other reasonable information requested by Developer.
The failure to deliver such a notice within such time shall constitute a conclusive
presumption against County that this Agreement is in full force and effect without modification
except as may be represented by the Developer and that there are no uncured defaults in the
performance of the Developer, except as may be represented by the Developer. Developer shall
have the right at Developer's sole discretion,to record the Notice of Compliance.
Section 16. Entire Agreement,Counterparts and Exhibits.
This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to be
an original. This Agreement consists of (_) pages, _ notary acknowledgment pages, and
four (4) exhibits which constitute in full,the final and exclusive understanding and agreement of the
Parties and supersedes all negotiations or previous agreements between the Parties with respect to all
or any part of the subject matter hereof. All waivers of the provisions of this Agreement shall be in
writing and signed by the appropriate authorities of County and the Developer. The following
exhibits are attached to this Agreement and incorporated herein for all purposes:
Exhibit A Legal Description of the Gale Ranch Site
Exhibit B Responsibilities for Certain Traffic Improvements
Exhibit C Cost Allocations For Certain Off-Site Traffic Improvements
Exhibit C-1 Initial Project Traffic Improvements
Exhibit C-2 Additional Project Traffic Improvements
Exhibit C-3 Cost Allocations for Certain Additional Project Traffic Improvements
Exhibit D Establishment of.Capital Facilities Fee
32
Section 17. Recordation of Development Agreement.
Pursuant to Government Code section 65868.5, no later than ten (10) days after County
enters into this Agreement, the County Clerk shall record an executed copy of this Agreement in the
Official Records of the County of Contra Costa.
IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer
and County as of the day and year first above written.
COUNTY:
COUNTY OF CONTRA COSTA
Harvey Bragdon
Community Development Director
ATTEST: COUNTY CLERK
APPROVED AS TO FORM:
Victor J. Westman
County Counsel
By:
Silvano Marchesi
Assistant County Counsel
DEVELOPER:
By: By:
Title: Title:
And By:
Title:
CA952950.004
33
EXHIBIT A
Legal Description of the Gale Ranch Site
LEGAL DESCRIPTION FOR GALE RANCH
(EXCLUDING COUNTRY CLUB @ GALE RANCH)
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA,COUNTY OF
CONTRA COSTA,UNINCORPORATED AREA,AND IS DESCRIBED AS FOLLOWS:
A PORTION OF THE AMADOR GRANT OF THE RANCHO SAN RAMON,A PORTION OF SECTION 1,
TOWNSHIP 2 SOUTH,RANGE 1 WEST AND A PORTION OF SECTION 6,TOWNSHIP 2 SOUTH,RANGE 1
EAST,BEING A PORTION OF LOTS 35,36 AND 67 AND ALL OF LOTS 39,40,41,42,43,44,45,46,47,48,
49,50,51,52, 53, 54,AND 55,AS SHOWN ON THE MAP ENTITLED,"MAP OF SUBDIVISION OF PLOT A
OF THE DOUGHERTY RANCH,ALAMEDA AND CONTRA COSTA COUNTIES,CALIFORNIA",FILED ON
MAY 2, 1894, IN THE OFFICE OF THE COUNTY RECORDER OF SAID CONTRA COSTA COUNTY IN
BOOK B OF MAPS,AT PAGE 45,DESCRIBED AS FOLLOWS:
BEGINNING ON THE EASTERN LINE OF THE 7918.73 ACRE PARCEL OF LAND SET APART TO
CHARLES M. DOUGHERTY BY THAT CERTAIN DECREE IN PARTITION,RENDERED FEBRUARY 26,
1891,BY THE SUPERIOR COURT OF THE STATE OF CALIFORNIA,IN AND FOR THE COUNTY OF
ALAMEDA,IN THAT CERTAIN ACTION HAD THEREIN,ENTITLED CHARLES M.DOUGHERTY,
PLAINTIFF VS. ADA M.DOUGHERTY,ET AL.DEFENDANTS,CASE NO.6479,A CERTIFIED COPY OF
WHICH DECREE WAS RECORDED MARCH 3, 1891,IN BOOK 59 OF DEEDS AT PAGE 525,AT THE
NORTHERN LINE OF THE 3636.1222 ACRE PARCEL OF LAND DESCRIBED IN THE FINAL JUDGMENT
RENDERED JULY 21, 1947,BY THE DISTRICT COURT OF THE UNITED STATES,IN AND FOR THE
NORTHERN DISTRICT OF CALIFORNIA,SOUTHERN DIVISION,IN THAT CERTAIN ACTION HAD
THEREIN,ENTITLED UNITED STATES OF AMERICA,PLAINTIFF VS, 3396 ACRES OF LAND,
ALAMEDA AND CONTRA COSTA COUNTIES,CALIFORNIA,ADA CLEMENT,ET AL.DEFENDANTS,
CASE NO.22352,A CERTIFIED COPY OF WHICH FINAL JUDGMENT WAS RECORDED AUGUST 2, 1947,
IN BOOK 1104 OF OFFICIAL RECORDS AT PAGE 377;THENCE FROM SAID POINT OF BEGINNING
NORTHERLY AND WESTERLY ALONG THE EXTERIOR LINE OF SAID 7918.73 ACRE PARCEL(59 D
525)AS FOLLOWS: NORTH 38°WEST,331 FEET,MORE OR LESS TO ANGLE POINT,NORTH 65°30'
WEST 613.80 FEET;NORTH 38°WEST 759 FEET;NORTH 36°30'WEST 2112 FEET;NORTH 4°30'EAST
264 FEET;NORTH 86°EAST 561 FEET;NORTH 211 EAST 1314.72 FEET;NORTH 1° 15'WEST 396 FEET;
NORTH 140 15'EAST 429 FEET;NORTH 19°45'WEST 462 FEET;NORTH 30° 15'EAST 594 FEET;NORTH
270 30'WEST 660 FEET;NORTH 12°30'EAST 326.70 FEET;NORTH 32° 15'EAST 279.50 FEET;NORTH 150
45'EAST 564.30 FEET;NORTH 450 15'EAST,315.80 FEET;NORTH 340 15'EAST 809.82 FEET;NORTH 37°
45'EAST 798.60 FEET;NORTH 14°EAST 710.16 FEET;NORTH 31°EAST 372.24 FEET;NORTH 21° 15'
EAST 825 FEET;NORTH 27° 15'EAST 396 FEET;NORTH 52°30'EAST 330 FEET;NORTH 450 45'EAST 594
FEET;NORTH 20°EAST 481.80 FEET TO THE NORTHERN LINE OF SAID SAN RAMON RANCHO;
ALONG SAID NORTHERN LINE NORTH 890 45'WEST 597.30 FEET;LEAVING SAID NORTHERN LINE
NORTH 00 15'EAST 2653.20 FEET;NORTH 89° 15'WEST 2105.40 FEET;NORTH 89°45'WEST 1907.40
FEET;SOUTH 85°45'WEST 2686.20 FEET;NORTH 0° 15'EAST 1518 FEET; SOUTH 890 45'WEST 2613.60
FEET; SOUTH 0°30'WEST 3927 FEET;NORTH 89°45'WEST 2630.10 FEET;TO STATION S.R. 8 OF SAID
RANCHO SAN RAMON, SAID STATION S.R. 8 BEING THE SOUTHEAST CORNER OF THE PARCEL OF
LAND DESCRIBED IN THE DEED FROM TASSAJARA LAND COMPANY TO HENRY F.WIEDEMANN,ET
UX,RECORDED SEPTEMBER 28, 1922, IN BOOK 428 OF DEEDS AT PAGE 52;THENCE LEAVING THE
EXTERIOR LINE OF SAID 7,918.73 ACRE PARCEL(59 D 525)ALONG THE SOUTHERN LINE OF SAID
WIEDEMANN PARCEL NORTH 890 45'WEST 726 FEET AND SOUTH 710 20'WEST 1042.50 FEET TO THE
WESTERN LINE OF SAID RANCHO SAN RAMON,BEING A PORTION OF THE EXTERIOR LINE OF SAID
7,918.73 ACRE PARCEL(59 D 525);THENCE ALONG SAID EXTERIOR LINE SOUTH 27°EAST 11,554.28
(continued)
Page 1 of 2
FEET TO STATION S.R. 12 OF SAID RANCHO SAN RAMON,AND SOUTH 270 15'EAST 2220.90 FEET TO
THE NORTHERN LINE OF SAID PARCEL OF LAND DESCRIBED AS PARCEL ONE IN THE DEED FROM
EILENE MOHR KAMP TO AMERICAN TRUST COMPANY,AS TRUSTEE,RECORDED JULY 2, 1935,IN
BOOK 392 OF OFFICIAL RECORDS,AT PAGE 35;THENCE LEAVING SAID EXTERIOR LINE ALONG
SAID NORTHERN LINE(392 OR 35)NORTH 63°28'EAST 297 FEET,AND SOUTH 78°08'EAST 3024.33
FEET TO THE CENTER LINE OF THE COUNTY ROAD KNOWN AS DOUGHERTY ROAD AS SAID ROAD
IS DESCRIBED IN THE DEED FROM CHARLES A.GALE,ET AL TO CONTRA COSTA COUNTY,
RECORDED FEBRUARY 6, 1936,IN BOOK 408 OF OFFICIAL RECORDS AT PAGE 128;SAID CENTER
-LINE BEING THE WESTERN LINE OF SAID UNITED STATES OF AMERICA 3636.1222 ACRE PARCEL
(1104 OR 377);THENCE ALONG SAID WESTERN LINE BEING ALSO ALONG SAID CENTER LINE AS
FOLLOWS: NORTHERLY ALONG THE ARC OF A CURVE TO THE LEFT,WITH A RADIUS OF 1000 FEET
AN ARC DISTANCE OF 100 FEET,MORE OR LESS;NORTH 5° 1740"WEST TANGENT TO LAST
MENTIONED ARC 423.44 FEET,AND NORTHERLY ALONG THE ARC OF A CURVE TO THE RIGHT
WITH A RADIUS OF 1500 FEET,TANGENT TO LAST MENTIONED COURSE,AN ARC DISTANCE OF
218.44 FEET TO THE NORTHWESTERN CORNER OF THE SAID UNITED STATES OF AMERICA
3636.1222,ACRE PARCEL;THENCE LEAVING SAID WESTERN LINE ALONG THE NORTHERN LINE OF
SAID 3636.1222 ACRE PARCEL EAST 3000 FEET MORE OR LESS TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM:
1. THE INTEREST CONVEYED TO CONTRA COSTA COUNTY BY DEED RECORDED
FEBRUARY 6, 1936,BOOK 408,OFFICIAL RECORDS,PAGE 128, "FOR USE AS A PUBLIC HIGHWAY."
2. THE INTEREST CONVEYED TO CONTRA COSTA COUNTY BY DEED RECORDED APRIL 21,
1944,BOOK 775,OFFICIAL RECORDS,PAGE 378, "FOR USE AS A PUBLIC HIGHWAY."
3. THE PARCEL OF LAND DESCRIBED AS PARCEL ONE IN THE DEED TO EAST BAY MUNICIPAL
UTILITY DISTRICT, RECORDED DECEMBER 16, 1968,BOOK 5771,OFFICIAL RECORDS,PAGE 288.
4. THE PARCEL OF LAND DESCRIBED IN THE DEED TO EAST BAY MUNICIPAL UTILITY
DISTRICT,RECORDED MAY 19, 1978,BOOK 8845,OFFICIAL RECORDS,PAGE 149.
5. THE INTEREST CONVEYED TO CONTRA COSTA COUNTY BY DEED RECORDED JUNE 27,
1985,BOOK 12381,OFFICIAL RECORDS,PAGE 751.
6. ALL OF SUBDIVISION 7010,AS SHOWN ON THE MAP FILED SEPTEMBER 6, 1989,IN MAP
BOOK 336,PAGE 46,CONTRA COSTA COUNTY RECORDS.
7. ALL THOSE PORTIONS OF LAND DESCRIBED IN RESOLUTION NO.22477 "DECLARING
AMADOR VALLEY UNINCORPORATED TERRITORY ANNEXED TO THE EAST BAY MUNICIPAL
UTILITY DISTRICT"
"APPROXIMATELY 618 ACRES"
Page 2 of 2
EXHIBIT B
Responsibilities for Certain Traffic Improvements
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EXHIBIT C-1
Initial Project Traffic Improvements
Camino Tassajara/Crow Canyon Rd./Blackhawk Rd. intersection
improvements. Within existing curb-to-curb pavement section,
reconfigure NB approach (Crow Canyon Rd.) to provide two left-turn
lanes, one exclusive through lane, one shared through/right-turn lane, and
one exclusive right-turn lane. On Tassajara Ranch Drive, remove median
and add bike lanes.
B-1.2. Sycamore Valley Rd./I-680 NB on-ramp/Camino Ramon intersection
improvements. Reconfigure WB approach (Sycamore Valley Rd.) to
provide one exclusive left-turn lane, one exclusive through lane, one
shared through/right-turn lane, and one exclusive right-turn lane.
B-1.3. Crow Canyon Rd./Dougherty Rd. intersection improvements.
Reconfigure EB approach (Crow Canyon Rd.) to provide three exclusive
through lanes, and one "free" right-turn lane to SB Dougherty Rd.
Reconstruct SB Dougherty Rd., south of Crow Canyon Rd., to provide
dedicated curb lane to accept right-turns from EB Crow Canyon Rd.
B-1.4. Bollinger Canyon Rd./Camino Ramon intersection improvements. If
needed, reconfigure SB approach (Camino Ramon) to provide two
exclusive left-turn lanes, one shared through/right-turn lane, and one
exclusive right-turn lane.
B-1.5. Bollinger Canyon Rd./Alcosta Blvd. intersection improvements.
Reconfigure EB approach (Bollinger Canyon Rd.) to provide one
exclusive left-turn lane, three exclusive through lanes, and one exclusive
right-turn lane. Reconfigure WB approach (Bollinger Canyon Rd.) to
provide one exclusive left-turn lane, three exclusive through lanes and one
exclusive right-turn lane. Reconfigure SB approach (Alcosta Blvd.) to
provide one exclusive left-turn lane, two exclusive through lanes, and one
exclusive right-turn lane. Widen Bollinger Canyon Rd., east of Alcosta
Blvd., to provide three through lanes, plus turn lanes as needed, in EB
and WB directions from Alcosta Blvd. to project limits. Construct traffic
signal at Canyon Lakes Drive.
B-1.6. Dougherty Road, re-alignment and construction of a six lane facility
between the northerly project limits and Crow Canyon Road.
1
B-1.7. Windemere Parkway, construction of a new four lane, divided arterial
facility between the project limits and Camino Tassajara Road.
Intersection improvements at the Windemere Parkway/Camino Tassajara
intersection which include a traffic signal, left-turn channelization, and
transition tapers from six to four lanes on Camino Tassajara north of the
intersection.
B-1.8. Windemere Parkway/Camino Tassajara Road intersection
improvements, provide left turn channelization, a four phase traffic
signal, and tapers on Camino Tassajara to transition from six to four lanes
north of the intersection.
B-1.9. Crow Canyon Road, widen to six lanes between Dougherty Road and
Tassajara Ranch Road.
B-1.10. Crow Canyon Road, widen from 4 to 6 lanes from Alcosta Blvd. to
Dougherty Road.
B-1.11. Dougherty Road, widen to 6 lanes from southerly limits of development
to Old Ranch Road. Intersection improvements at the Dougherty
Road/Old Ranch Road intersection are included and consist of a traffic
signal, left-tum pockets, and right-tum pockets.
B-1.12. Dougherty Road, widen to 6 lanes from Old Ranch Road to the County
line.
B-1.13. Dougherty Road/Old Ranch Road, intersection improvements to
accommodate four lanes on Old Ranch Road and six lanes on Dougherty
Road, with left turn and right turn channelization. Install a traffic signal.
B-1.14. Alcosta Blvd./Old Ranch Road intersection improvements (Currently,
controlled by a three- way stop sign). Install a traffic signal.
2
EXHIBIT C-2
Additional Project Traffic Improvements
B-2.1. Bollinger Canyon Road, construct eight lanes from I-680 to Alcosta.
B-2.2. Camino Tassajara Road, widen from two to six lanes between
Windemere Parkway and the County line.
B-2.3. Camino Tassajara/Sycamore Valley Road intersection improvements,
widen/restripe SB leg for 1 LT/RT lane and 1 LT lane.
B-2.4. Crow Canyon Road, widen from 6 to 8 lanes from I-680 to Alcosta.
B-2.5. I-680 northbound off ramp/Bollinger.Canyon Road intersection
improvements. On NB leg, widen right turn radius, construct raised
island to convert curb right turn lane to a free right turn lane, restripe 2nd
right turn lane to stay under signal control, and modify signal control.
B-2.6. Alcosta/Crow Canyon Road intersection improvements. Add exclusive
right turn EB.
B-2.7. Alcosta/Crow Canyon Road intersection improvements. Add one NB
exclusive RT lane.
B-2.8. Camino Ramon/Crow Canyon Road intersection improvements.
Widen/restripe SB approach to one RT, one through lane, and 1 LT lane;
add an EB exclusive RT lane.
B-2.9. Crow Canyon Road/I-680 NB off-ramp intersection improvements.
Intersection will be congested due to queues from adjacent intersections.
Add another RT lane on NB off-ramp.
B-2.10. I-680 SB ramps/Crow Canyon Road. Restripe to revise existing right
turn lane to provide shared right/left lane.
B-2.11. Bollinger Canyon Rd./Sunset Dr. intersection improvements. If
needed, reconfigure SB approach (Sunset Dr.) to provide one exclusive
left-turn lane, one exclusive through lane, and one "free" right-turn lane
to WB Bollinger Canyon Rd. Widen Bollinger Canyon Rd., west of
1
Sunset Dr., to provide dedicated curb lane to accept right-turns from SB
Sunset Dr..
B-2.12. Crow Canyon Road Noise Attenuation. As appropriate, construct
soundwalls along Crow Canyon Rd. between Dougherty Rd. and Alcosta
Blvd.
B-2.13. Crow Canyon Road, Camino Tassajara and Sycamore Valley Road.
Provide for pavement overlays of these roads between the Dougherty
Valley project and I-680.
2
EXHIBIT C-3
Cost Allocations for Certain
Additional Project Traffic Improvements
Not in limitation of any obligation of the Developer to provide a pro rata
contribution to any of the improvements described on Exhibit C-2 other than the
improvements listed below, the following improvements shall be funded by a fee, to be
paid at building permit for each residential unit in the Project, not to exceed $200 per
unit.
Reference to.
Improvement Exhibit C-2
C-3.1 Camino Tassajara Overlay C-2.13
C-3.2 Crow Canyon Road Overlay C-2.13
C-3.3 Sycamore Valley Road Overlay C-2.13
C-3.4 Crow Canyon Soundwall C-2.12
C-3.5 Camino Tassajara/ C-2.3
Sycamore Intersection.
The per-unit fee described above shall be adjusted annually in
accordance with the construction cost index published in the Engineering
News Record. Any obligation to pay a fee to fund any of the
improvements described in this Exhibit C-3 shall be conditioned upon
construction of the identified improvements. Failure to construct an
identified improvement shall result in a corresponding refund to the
Developer.
50773lErcm2l
EXHIBIT D
Establishment of Capital Facilities Fee
Dougherty Valley
Community Facilities Fee
1. Form of Agreement - This agreement regarding Community Facilities Fees, shall be
incorporated into all existing and future development agreements regarding the
Shapell and Windemere portions of the Dougherty Valley. This agreement will be
executed by the developers and Contra Costa County, and will be agreed as to form,
by the City of San Ramon.
2. Definition of Community Facilities - "Community Facilities" include the Library, the
Community Center,the Senior Center,a Corporation Yard and the Police Substation.
The square footage 'requirements and timing for design and construction are as
defined, and are subject to revision as specified in the Agreement to Settle Litigation
dated May 11th, 1994.
3. Timing for Establishment of Fee - Prior to the filing of the fust final map in the
Dougherty Valley, a "Community Facility Fee" shall be established for the entire
11,000 unit Dougherty Valley project.
4. Community Facilities Cost Components - As illustrated in Attachment A, the total
cost of each community facility required in the Dougherty Valley shall include the cost
of the facility design, the cost of construction, the cost of furnishings, and the cost of
site development. The amount illustrated in Attachment A is not inclusive of land
costs.
5. Land Dedication-Land required for the facilities shall be dedicated by the developers.
Approximately six acres are required for the five subject facilities. In the event one
developer is required to dedicate more than three acres, the other developer shall
reimburse, at the time of construction, the dedicating developer for the cost of the
land as determined by appraisal at that time.
6. Fee Amount - Fees shall be collected by the County at the issuance of the building
permit. As illustrated in Attachment A, the total fee per unit equates to $1,410. The
designated expenditure allocation is as follows:
Library $ 326 (pro-rata cost for 11,000 units)
Community Center $ 520 (pro-rata cost for 11,000 units)
Police Substation $ 61 (pro-rata cost for 11,000 units)
Corporation Yard $ 269 (pro-rata cost for 11,000 units)
Senior Center 234 (pro-rata cost for 8,500 units)
Total Fee $1,410
The portion of the fee attributable to the Library, Community Center, Police
Substation and Corporation Yard, shall be paid by all 11,000 units in the Dougherty
Valley,except as is indicated below. The portion of the fee attributable to the Senior
Center, shall be paid by the first 8,500 units in the Dougherty Valley.
7. Cost of Living Adjustments-The Community Facilities fee shall be adjusted according
to the Engineering News Record Construction Cost Index each year.
8. Escrow Accounts - Upon collection by the County, Fees shall be deposited into
separate escrow accounts for each developer which will be set up at a title company
to be chosen by each developer. Collected fees shall be placed in an interest bearing
account. Escrow instructions, to be approved by the developers and Contra Costa
County shall include a provision that collected fees, along with accumulated interest,
may be released to each developer or the appropriate jurisdiction, when design of a
community facility commences.
9. Obligation to Fund Shortfall - When funds are required for the construction of any
community facility, the pro-rata obligation for funding each community facility shall
be divided 53% to Shapell and 47% to Windemere. This percentage allocation shall
apply regardless of the ultimate, or then-current, number of units constructed on
either developer's property.
Each developer is individually responsible for providing their pro-rata share of costs
(53% Shapell /47% Windemere)when the funds for a specific community facility is
required. Each developer may use the fees generated by prior units, and may finance
the balance of the funds in any manner available to them.
If a developer provides a source of funding other than that which has accumulated in
the Community Facilities Escrow Accounts, the parties to this agreement shall re-
evaluate the fee amount at that time,with the intention of offsetting future fees by an
amount commensurate with the developer's other funding method.
10. Ability to Cure Developer Default - As specified in Section 4.3.3.2 of the May 11,
1994 Agreement to Settle Litigation,if one developer defaults in the obligation to fund
the pro-rata share of a community facility, the other developer may cure the default
and not be penalized by a cessation of building permits. However, the developer in
default may again obtain building permits,by funding with interest,their original pro-
rata cost obligation (53% Shapell / 47% Windemere).
11. Satisfaction of a Developer Obligation by a Third Party - If a developer's obligation
to provide a specific community facility is satisfied by an alternate contribution
acceptable to the County and the City of San Ramon, the Fee paid by subsequent
units in the Dougherty Valley shall be re-evaluated with the intention of offsetting
future fees by an amount commensurate with the alternate satisfaction of the
obligation.
12. County Service Area Charge - A County Service Area (CSA) is required by Section
3.3.1 of the May 11, 1994 Agreement to Settle Litigation, to be in place prior to
annexation of any portion of the Dougherty Valley. As part of the formation of the
CSA, an assessment equal to the estimated total future operation and maintenance
cost, may be applied to units for construction of the community facilities. This capital
charge will be reduced, dollar for dollar, as the operation and maintenance charges
for those facilities are incurred.
Page Two
1 `
Upon collection by the County, CSA charges attributable to the capital facilities,shall
be deposited into separate escrow accounts for each developer which will be set up
at a title company to be chosen by each developer. Collected fees shall be placed in
an interest bearing account. Escrow instructions, to be approved by the developers
and Contra Costa County shall include a provision that collected fees, along with
accumulated interest, may be released to each developer or the appropriate
jurisdiction, when design of a community facility commences.
Funds accumulated under this CSA charge, shall be considered a "source of other
financing" as is identified in #9 above.
13. County &proval/City Review - Plans for the design and construction of the
community facilities shall be approved by Contra Costa County and reviewed by the
City of San Ramon. The County agrees to give good faith consideration to all
comments received from the City. If a dispute arises, the County and City agree to
participate in the Dispute Resolution process outlined in Article V of the Agreement
to Settle Litigation dated May 11, 1994.
14. Facility Design and Construction - The Developers shall be allowed, based on the
design and construction specifications from the appropriate agency and with the
approval of the County and the review of the City of San Ramon, to design and
construct each of the community facilities.
15. Design Changes Resulting in Exceeding Facility Budget - The developers will not be
required to fund facility construction costs greater than that described in Attachment
A unless the increased cost is a result of cost of living adjustments (see paragraph 7)
or changes in federal or state law.
16. Annual Reports - An annual report summarizing the Community Facilities Fee
Escrow Account balances, and the CSA Escrow Account balances shall be provided
with the annual mitigation monitoring program.
Page three
Dougherty Valley Attachment A
Community Facilities Fees
Report Date: 9/20/95
Library(IL 600 Square Feet)
Cost per
Unit Unit Unit Estimated 11,000
Cost Component Note Tie Quantity Price Total Cost Units
Site Development 1 AC 1.00 $108,900 $108,900 $10
Hard Construction Costs SF 11,600 $155.00 $1,798,000 $163
Soft Construction Costs 2 LS 1 $343,242 $343,242 $31
Furnishings SF 11,600 $15.00 $174,000 $16
Subtotal $2,424,142 $220
Educational Materials 3 Book 58,000 $20.00 $1,160,000 $105
Total $3,594,142 S326
Footnotes:
1. Assumes cost of$2.50 per square foot.
2. Assumes 18%of both hard construction costs and site development.
3. Assumes 2 books per capita for approximately 29,000 people.
Community Center(24.000 Square Feet)
Cost per
Unit Unit Unit Estimated 11,000
Cost Component Note Tie _ Quantity Price Total Cost Units
Site Development 1 AC 2.00 $108,900 $217,800 $20
Hard Construction Costs SF 24,000 $185.00 $4,440,000 $404
Soft Construction Costs 2 LS 1 $698,670 $698,670 $64
Furnishings SF 24,000 $15.00 $360,000 $33
Total $5.716,470 520
Footnotes:
1. Assumes site development cost of approximately$2.50 per square foot.
2. Assumes 15%of both hard construction costs and site development.
4
Dougherty Valley Attachment A
Community Facilities Fees
Report Date: 9/20/95
Senior Center(10.000 Square Feet)
Cost per
Unit Unit Unit Estimated 8,500
Cost Component Note Type Quantity Price Total Cost Units
Site Development 1 AC 1.00 $108,900 $108,900 $13
Hard Construction Costs SF 10,000 $150.00 $1,500,000 $176
Soft Construction Costs 2 LS 1.00 $241,335 $241,335 $28
Furnishings SF 10,000 $14.00 $140,000 $16
Total $1,990,235 234
Footnotes:
1. Assumes site development cost of approximately$2.50 per square foot.
2. Assumes 15%of both hard construction costs and site development.
Police Substation (App oximately 4.500 Square Feet
Cost per
Unit Unit Unit Estimated 11,000
Cost Component Note Type Quantity Price Total Cost Units
Site Development 1 AC 0.34 $367,647 $125,000 $11
Hard Construction Costs SF 4,500 $80.00 $360,000 $33
Soft Construction Costs 2 LS 1 $72,750 $72,750 $7
Furnishings SF 4,500 $25.00 $112,500 $10
Total $670,250 ELI
Footnotes:
1. Assumes site development cost of approximately$8.45 per square foot(rounding)
2. Assumes 15%of both hard construction costs and site development.
Dougherty Valley Attachment A
Community Facilities Fees
Report Date:9/20145
Corporation Yard
Cost per
unit Unit unit Estimated 11,000
Cost Component Note TypeQuantity Price Total Cost units
Site Development Costs 1 AC 1.70 $108,900 $185,130 $17
Hard Constar&Furnishings 2 . US 1 $2,500,000 $2,500,000 $227
Soft Costs 3 US 1 $268,513 $268,513 $24
Total 12,953,643 269
Footnotes:
1. Assumes site development cost of approximately$2.5 per square foot
2. Total cost estimated at$2.5 million;includes parking,landscaping,furnishings,4480 square feet for shop space,800 square feet
for offices and 1,680 square feet for locker areas.
3. Assumes 10%of both hard construction casts&furnishings and site development.