HomeMy WebLinkAboutORDINANCES - 12201994 - 94-79 ORDINANCE NO. 94- 79
(Country Club at Gale Ranch Development Agreement)
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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 Shapell
Industries relating to the development known as County Club at Gale Ranch (the
"Development Agreement"), a copy of which is attached to this Ordinance as Exhibit 1,
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, is
consistent with the County's General Plan and the Dougherty Valley Specific Plan (as
established by the terms of the Development Agreement, the determinations of the
County Community Development Department, the County Zoning Administrator, and
such other information in the record provided to the Board) and that its terms and
conditions are consistent with the "Agreement to Settle Litigation Relating to the
Dougherty Valley General Plan Amendment, Specific Plan and Environmental Impact
Report" dated May 11, 1994. 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 on
December_2_Q 1994, which review encompassed the Development Agreement.
Findings regarding same are contained in Board of Supervisors Resolution 9 4/6 4 o and
the adoption of this ordinanc6N based on those findings.
Section I. Approval. Pursuant to the authorization provided in Section 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
file a notice of determination pursuant to Section 21152 of the California Public
Resources Code regarding this approval.
Section Ill. 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
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irrespective of the unconstitutionality or invalidity of any section, subsection,
subdivision, paragraph, sentence, clause or phrase.
Section IV. 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, 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
120 days from the County's adoption of this Ordinance.
Section V. 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.
PASSES and ADOPTED on December 20 , 1994 by the following vote:
AYES: Supervisors Smith, DeSaulnier, Torlakson and Powers
NOES: Supervisor Bishop
ABSENT: None
ABSTAIN: None
ATTEST: PHIL BATCHELOR, Clerk of the
Board of Sup rvisors and County Administra or
By:
Dept4y Bo rd Chair
Date: December 20 , 1994
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
McCutchen, Doyle, Brown& Enersen
Attn: Daniel J. Curtin,Jr.
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
COUNTRY CLUB AT GALE RANCH
TABLE OF CONTENTS
PAGE
Recitals ..........................................................................................................................................1
Section 1. EFFECTIVE DATE AND TERM...................................................................................6
1.1 Effective Date. .................................................................................................................6
1.2 Term.................................................................................................................................6
Section2. DEFINITIONS.................................................................................................................6
Section 3. OBLIGATIONS OF DEVELOPER AND COUNTY.....................................................8
3.1 Obligations of Developer.................................................................................................8
(a) Generally....................................................................................................................8
(b) Conditions to Current Approvals...............................................................................8
(c) Capital Facilities Fee. ................................................................................................8
(d) Parks Fee....................................................................................................................9
(e) Affordable Housing. ................................................................................................10
(fl Traffic Impact Mitigation........................................................................................10
(g) County Regional Enhancement Contribution..........................................................10
(h) Compliance Monitoring. .........................................................................................11
(i) County Service Area................................................................................................l l
0) Construction of Improvements................................................................................1 I
3.2 Obligations of County....................................................................................................12
a Generali ............12
(b) Establishment of County Service Area....................................................................12
Section 4. STANDARDS, LAWS AND PROCEDURES GOVERNING COUNTRY
CLUB AT GALE RANCH......:.....................................................................................12
4.1 Permitted Uses, Etc.; Applicable Law...........................................................................12
(a) Vested Rights...........................................................................................................12
(b) Permitted Uses,Etc., of the Country Club at Gale Ranch Site................................12
(c) Applicable Law........................................................................................................13
(d) No Conflicting Enactments......................................................................................13
(e) Exceptions................................................................................................................15
(f) Restrictions and Limitations on the Rate or Timing of Development.....................16
(g) Further CEQA Review.............................................................................................17
(h) Further Assurances...................................................................................................17
(i) Life of Subdivision Maps,Development Plans, and Permits..................................18
4.2 State and Federal Law.......................................... ......................................................18
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TABLE OF CONTENTS
(continued)
PAGE
4.3 Timing of Construction and Completion.......................................................................18
4.4 Developer Review of On-site Infrastructure Improvements..........................................19
Section5. AMENDMENT..............................................................................................................19
5.1 Insubstantial Amendments.............................................................................................19
5.2 Amendments of Current Approvals, Subsequent Approvals or the Affordable
HousingProgram. ..........................................................................................................20
5.3 Parties Required to Amend............................................................................................20
5.4 Non-Assuming Transferees............................................................................................20
Section 6. COOPERATION-IMPLEMENTATION.......................................................................20
6.1 Processing of Subsequent Approvals.............................................................................20
6.2 Reduction in Permitted Number of Units. .....................................................................21
6.3 Eminent Domain Powers. ..............................................................................................22
6.4 Other Governmental Permits. ........................................................................................22
Section 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE..................................22
7.1 Cooperation....................................................................................................................22
Section 8. DEFAULT; TERMINATION; ANNUAL REVIEW....................................................23
8.1 General Provisions.........................................................................................................23
(a) Defaults....................................................................................................................23
(b) Termination..............................................................................................................23
8.2 Annual Review...............................................................................................................24
8.3 Default by County..................................:.......................................................................25
8.4 Enforced Delay; Extension of Time of Performance.....................................................25
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TABLE OF CONTENTS
(continued)
PAGE
Section 9. DEFENSE AND INDEMNITY.....................................................................................25
9.1 Developer's Actions. ......................................................................................................25
9.2 County's Actions............................................................................................................26
9.3 Subdivision Agreement and Defense......................................:......................................26
Section 10. NO AGENCY, JOINT VENTURE OR PARTNERSHIP.............................................26
Section11. MISCELLANEOUS ......................................................................................................27
11.1 Incorporation of Recitals and Introductory Paragraph...................................................27
11.2 Severability. ...................................................................................................................27
11.3 Other Necessary Acts.....................................................................................................27
11.4 Construction............................................................:......................................................27
11.5 Other Miscellaneous Terms...........................................................................................28
11.6 Covenants Running with the Land.................................................................................28
11.7 Dougherty Valley Development Strategy......................................................................28
11.8 Mortgagee Rights...........................................................................................................28
11.9 Approval by Mortgagees................................................................................................29
11.10 Notice of Proposed Amendment to Mortgagee..............................................................30
11.11 Remedies........................................................................................................................30
11.12 California Law. ..............................................................................................................30
11.13 Other Public Agencies. ..................................................................................................30
11.14 Attorneys'Fees...............................................................................................................30
11.15 Annexation to San Ramon. ............................................................................................31
11.16 Covenant of Good Faith and Fair Dealing......................................... ................31
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TABLE OF CONTENTS
(continued)
PAGE
11.17 Relationship to Settlement Agreement..........................................................................31
Section12. NOTICES........................................................................................................................32
Section 13. ASSIGNMENT, TRANSFER AND NOTICE..............................................................33
13.1 Assignment of Interests, Rights and Obligations...........................................................33
13.2 Transfer Agreements......................................................................................................33
13.3 Non-Assuming Transferees............................................................................................35
Section 14. NOTICE OF COMPLIANCE........................................................................................35
Section 15. ENTIRE AGREEMENT,COUNTERPARTS AND EXHIBITS..................................36
Section 16. RECORDATION OF DEVELOPMENT AGREEMENT.............................................36
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DEVELOPMENT AGREEMENT BY AND
BETWEEN COUNTY OF CONTRA COSTA AND
SHAPELL INDUSTRIES, INC. RELATING TO
THE DEVELOPMENT COMMONLY KNOWN AS
COUNTRY CLUB AT GALE RANCH
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into as of this _ day of
, 1994, 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 that certain development agreement entered into
by and between Developer and County dated October 2, 1990 to the degree that such October 2,
1990 development agreement applies to the Country Club at Gale Ranch Site, described below.
RECITALS
A. To strengthen the public planning process, encourage private participation in
comprehensive planning and reduce the economic costs 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
(Article 26-2.12 of the 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, Section 26-2.1204 of the Contra Costa
County Code.
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C. Developer has a legal interest in certain real property consisting of approximately
618 acres located in the unincorporated portion of the County, as described in Exhibit A attached
hereto(the "Country Club at Gale Ranch Site").
D. Developer intends to develop the Country Club at Gale Ranch Site as a residential
planned community of 1,216 units, along with an 18 hole golf course with a clubhouse and a driving
range,and other uses, as more particularly described in Section 2 of this Agreement("Country Club
at Gale Ranch").
E. County has determined that this Agreement is appropriate for Country Club at Gale
Ranch and, therefore, 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 Country Club at Gale Ranch consistent with the General 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 trail facilities;
provide funding for traffic improvements and other public purposes; provide for public services
appropriate to the development of Country Club at 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 Country Club at 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. 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 Country Club at Gale Ranch,
Developer will receive by this Agreement assurance that it may proceed with Country Club at Gale
Ranch in accordance with the "Applicable Law" (defined below), and therefore desires to enter into
this Agreement.
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G. County has taken various environmental review and planning actions relating to the
development of Country Club at Gale Ranch. These actions include, without limitation, the
following:
1. Country Club at Gale Ranch EIR. On December 20, 1994, 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 94/640, certified a final environmental impact report regarding Country Club at
Gale Ranch(the "Country Club at Gale Ranch EIR").
2. General Plan Amendment. On December 20, 1994, following review and
recommendation by the County Planning Commission and the San Ramon Valley Regional
Planning Commission, and after duly noticed public hearing and certification of the Country
Club at Gale Ranch EIR, the Board, by Resolution 94/641, approved an amendment to the
County General Plan (the "General Plan Amendment"), addressing the Country Club at Gale
Ranch Site.
3. P-1 Zoning and Preliminary Development Plan. On December 20, 1994,
following review and recommendation by the County Planning Commission and the San
Ramon Valley Regional Planning Commission and after duly noticed public hearing and
certification of the Country Club at Gale Ranch EIR, the Board adopted County Ordinance
No.94-77, rezoning the Country Club at Gale Ranch Site to County's "P-1" zoning district
consistent with the General Plan (the "P-1 Zoning") and, pursuant to Chapter 84-66 of the
Contra Costa County Code, approved a Preliminary Development Plan for the Country Club
at Gale Ranch Site in accordance with its P-1 zoning(the "Preliminary Development Plan").
4. Final Development Plan. On December 20, 1994, following review and
recommendation by the County Planning Commission and the San Ramon Valley Regional
Planning Commission, after duly noticed public hearing and certification of the Country
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Club at Gale Ranch EIR, and pursuant to Chapter 84-66 of the Contra Costa County Code,
the Board approved a Final Development Plan for the Country Club at Gale Ranch Site (the
"Final Development Plan").
5. Vesting Tentative Map. On October 29, 1994, the County Planning
Commission, after certifying the Country Club at Gale Ranch.EIR and after duly noticed
public hearing, adopted Resolution No. 44-1994 approving a vesting tentative map for the
Country Club at Gale Ranch Site. The County Planning Commission's approval of this
vesting tentative map was appealed on December 2, 1994. The appeal was heard by the
Board on December 13, 1994, and on December 20, 1994, the Board approved a vesting
tentative map for the Country Club at Gale Ranch Site by Board Order (the "Vesting
Tentative Map").
The General Plan Amendment, P-1 Zoning, Preliminary Development Plan, Final
Development Plan, the Vesting Tentative Map and this Agreement are sometimes
collectively referred to herein as the "Current Approvals."
H. Developer may apply for other land use approvals, actions, agreements, permits or
entitlements(collectively,"Subsequent Approvals")necessary or desirable to the development of the
Country Club at Gale Ranch Site. The Subsequent Approvals may include, without limitation, the
following: design review approvals; improvement agreements and other agreements relating to
Country Club at Gale Ranch; use permits; grading permits; building permits; lot line adjustments;
sewer and water connection permits; certificates of occupancy; additional 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 Current Approvals or
the Subsequent Approvals.
I. On May 11, 1994, County, Shapell, the City of San Ramon ("San Ramon"), the Town of
Danville ("Danville"), and Windemere Ranch Partners ("Windemere") entered into an "Agreement
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to Settle Litigation Relating to the Dougherty Valley General Plan Amendment, Specific Plan and
Environmental Impact Report," relating to Town of Danville, et al. v. County of Contra Costa. et al.,
Case No. C93-00231,Contra Costa County Superior Court(the "Settlement Agreement").
J. On December 5, 1994, following a duly noticed public hearing, the County Zoning
Administrator, in accordance with Section 26-2.1204 of the Contra Costa County Code, made the
appropriate findings required by County Resolution No. 85/412 and recommended that the Board
approve this Agreement.
K. On December 20, 1994 (the "Approval Date"), after duly noticed public hearing and
considering the certified Country Club at Gale Ranch EIR, 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 Dougherty Valley Specific Plan; (2)made the finding
required by Section 3.2.4 of the Settlement Agreement that the terms and provisions of this
Agreement are consistent with the Settlement Agreement; (3)by Board Resolution No. 94/640,
made the findings required by CEQA; and (4)adopted Ordinance No. 94-79, approving and
authorizing the execution of this Agreement.
L. By developing Country Club at Gale Ranch in accordance with this Agreement, such
development shall be in compliance with the Growth Management Element of the General Plan and
all other growth management ordinances, resolutions, rules, regulations, policies, standards, and
directives of County.
M. 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:
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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 Country Club at Gale Ranch shall be subject shall be as set forth in Section 4.1 below. The
Effective Date shall be inserted in the introductory paragraph preceding the Recitals.
1.2 Term. The term of this Agreement (the "Term") shall commence upon the Effective
Date and continue for a period of twenty (20)years.
Section 2. DEFINITIONS
Unless the context requires a different meaning, any term or phrase used in this Agreement
that has its first letter capitalized shall have that meaning given to it by this Agreement. Certain such
terms and phrases are referenced below; others are defined where they appear in the text of this
Agreement, including its Exhibits.
"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.
"Capital Facilities Fee" shall have that meaning set forth in Section 3.1(c)of this Agreement.
"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 at Gale Ranch" shall mean the Country Club at Gale Ranch Site and all
improvements to be constructed thereon by Developer as described in the Current Approvals and (as
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and when they are adopted or issued),the Subsequent Approvals,and all off-site improvements to be
constructed in connection therewith.
"Country Club at Gale Ranch EIR" shall have that meaning set forth in Recital G of this
Agreement.
"Country Club at Gale Ranch Site" shall have that meaning set forth in Recital C of this
Agreement.
"County" shall mean the County of Contra Costa, and shall include, unless otherwise
provided,any and all of the County's agencies,departments,officials,employees or consultants.
"County General Plan" or"General Plan" shall mean the General Plan of the County.
"County Law" shall have that meaning set forth in Section 4.1(d)of this Agreement.
"County Regional Enhancement Contribution" shall have that meaning set forth in
Section 3.1(g)of this Agreement.
"Danville" shall have that meaning set forth in Recital I 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" shall mean all that real property shown on Exhibit B,attached hereto.
"Effective Date" shall have that meaning set forth in Section 1.1 of this Agreement.
"Final Development Plan" shall have that meaning set forth in Recital G of this Agreement.
"Gale Ranch Site" shall mean all that real property owned by Shapell within the Dougherty
Valley,as described in Exhibit C,attached hereto.
"General Plan Amendment" shall have that meaning set forth in Recital G of this Agreement.
"Notice of Compliance" shall have that meaning set forth in Section 14 of this Agreement.
"P-1 Zoning" shall have that meaning set forth in Recital G of this Agreement.
"Parks Fee" shall have that meaning set forth in Section 3.1(d)of this Agreement.
"Planning Commission" shall mean the County Planning Commission.
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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. County and Developer shall cooperate in
(i)the formation, as required by Section 3.3 of the Settlement Agreement and as soon as reasonably
practicable, 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
degcribed in Section 3.3 of the Settlement Agreement and (ii)the establishment, as required by
Section 3.3 of the Settlement Agreement and as soon as reasonably practicable, of a mechanism
adequate to fund the provision of such services as are described in Section 3.3 of the Settlement
Agreement.
Section 4. STANDARDS,LAWS AND PROCEDURES GOVERNING
COUNTRY CLUB AT GALE RANCH
4.1 Permitted Uses,Etc.; Applicable Law.
(a) Vested Rights. Developer shall have the vested right to develop Country Club at Gale
Ranch pursuant to the Applicable Law.
(b) Permitted Uses, Etc.,of the Country Club at Gale Ranch Site. The permitted uses of
the Country Club at Gale Ranch Site; the density and intensity of use of the Country Club at 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 Country Club at Gale
Ranch, shall be as set forth in the Current Approvals and, as and when they are adopted or issued,
the Subsequent Approvals.
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(c) Applicable Law. The rules, regulations, official policies, standards and specifications
applicable to Country Club at Gale Ranch (the "Applicable Law") shall be those set forth in the
Current Approvals, the Settlement Agreement, and (as and when they are adopted or issued) the
Subsequent Approvals and, with respect to matters not addressed by the Current Approvals, the
Settlement Agreement or the Subsequent Approvals (as and when they are adopted or issued), those
rules, regulations, official policies, standards and specifications, including County ordinances and
resolutions, in force and effect on the Vesting Date.
(d) No Conflicting Enactments. Except as otherwise specifically set forth herein, County,
whether by action of the Board or otherwise, or by initiative, referendum, and whether through the
exercise of County's police power or its taxing power, shall not apply to Country Club at Gale
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 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 through any Subsequent
Approval or the imposition of any condition of approval thereto,. by specific reference to Country
Club at Gale Ranch in any other enactment, or as part of a general enactment that applies to or
affects Country Club at Gale Ranch:
(1) reduce the number of residential units permitted to be developed on the Country
Club at Gale Ranch Site, subject to Section 6.2 of this Agreement, to fewer than 1,216 or
revise the distribution of those units by density as provided by the Preliminary Development
Plan,the Final Development Plan,and the Vesting Tentative Map;
(2) otherwise limit or reduce the density or intensity of Country Club at Gale Ranch,
or any part thereof, or otherwise require any reduction in the size, square footage or number
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of lots, proposed buildings or other improvements (including the golf course, club house and
driving range);
(3) otherwise change any land use designation or permitted use of the Country Club
at Gale Ranch Site;
(4) limit or control the location of buildings, structures, grading, or other
improvements of Country Club at Gale Ranch in a manner that is inconsistent with or more
restrictive than the limitations included in the Applicable Law;
(5) 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 Country Club at Gale
Ranch;
(6) limit or control the rate, timing, phasing or sequencing of the approval,
development or construction of all or any part of Country Club at Gale Ranch as set forth in
Section 4.1(f), below, or in any other manner;
(7) apply to Country Club at 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;
(8) require the issuance of additional permits or approvals by the County other than
those required by Applicable Law;
(9) establish, enact, or increase in any manner applicable to Country Club at Gale
Ranch, whether directly by the Board of Supervisors or by Board-called or other County
election, or impose against Country Club at 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 (the Traffic Impact Fees,
Capital Facilities Fees, Parks Fees, Processing Fees, Permit Tracking System Fees, other
costs associated with the Mitigation Monitoring Program, and financial obligations
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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 Country Club at Gale Ranch; (ii)any County-wide taxes and assessments; and
(iii)any tax or assessment levied by County on an area comprising at least 50% of the
residential units in the 3rd Supervisorial District of the County.
(10) except as provided in Section 4.1(d)(9) of this Agreement, establish, enact, or
increase in any manner applicable to Country Club at Gale Ranch,or impose against Country
Club at Gale Ranch, any rules, regulations, policies or standards that were not in effect on
July 12, 1993 (the date the application for the Vesting Tentative Map was determined by
County to be complete, hereinafter the "Vesting Date") or otherwise impose against Country
Club at Gale Ranch any condition, dedication or other exaction not specifically authorized
by Applicable Law and, except as authorized by the Settlement Agreement, not made
necessary by Country Club at Gale Ranch; or
(11) limit the processing of applications for, or the obtaining of,. Subsequent
Approvals.
Notwithstanding the foregoing, the Settlement Agreement shall not be considered a
conflicting enactment for the purposes of this Agreement.
(e) Exceptions. Notwithstanding the foregoing,the following provisions shall apply:
(1) Uniform Codes. County may apply the then-current California Building
Standards Code referred to in California Health and Safety Code section 18935 and other
uniform construction codes to Country Club at Gale Ranch throughout the Tenn of this
Agreement, provided that any such uniform code shall apply to Country Club at Gale Ranch
only to the extent that the code has been adopted by County and is in effect in all of the
unincorporated areas of the County.
(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
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facilities, provided that any such standard shall apply to Country Club gat Gale Ranch only to
the extent that such standard has been adopted by County and is in effect in all of the
unincorporated areas of the County.
(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 Permit Tracking System 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 in all of the unincorporated areas of the County at the time such fees
are customarily required by County to be paid.
(f) 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 Country Club at Gale Ranch, such County Law shall not apply to Country Club at 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 Vesting Date that establish moratoria on development
or 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). 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, subject to Section 4.3 of this Agreement, Developer shall have the
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right to develop Country Club at 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.
(g) Further CEQA Review. County's environmental review of any Subsequent Approval
pursuant to CEQA shall utilize the Country Club at Gale Ranch EIR to the fullest extent permitted
by law.
(h) Further Assurances.
(1) To the maximum extent permitted by law, County shall use its best efforts to
prevent any County Law from invalidating or prevailing over all or any part of this
Agreement, and County shall cooperate with Developer and use its best efforts to keep this
Agreement in full force and effect.
(2) County shall not support, adopt or enact any County Law, or take any other
action,that would violate the express or implied provisions, conditions, spirit or intent of the
Current Approvals or the Subsequent Approvals.
(3) 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 vested by this Agreement.
(4) The Parties recognize that County may presently be required by law to defend
the validity of any voter-approved County initiative or referendum. The undertaking and
provision of any such defense by County shall not be construed in any manner as a violation
or default of this Agreement. Consistent with Section 4.1 of this Agreement, a conflicting
initiative or referendum shall not apply to the Country Club at Gale Ranch Site or the
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development of Country Club at Gale Ranch.
(5) Should any moratorium or other growth limitation or restriction be enacted,
whether by action of the County or by voter-approved initiative, referendum, or other means
(collectively, a "Moratorium"), and the County declines to apply the restrictions of such
Moratorium to the Country Club at Gale Ranch Site, Developer shall fully defend County
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against any legal challenge to County's decision not to apply such Moratorium to the
Country Club at Gale Ranch Site. Developer shall provide all necessary legal services, bear
all costs therefor, and otherwise indemnify and hold County harmless from all costs and
expenses of any such challenge and litigation, including any award of attorneys' fees in favor
of the petitioner or plaintiff.
(i) Life of Subdivision Maps, Development Plans, and Permits. The term of the
Preliminary Development Plan, Final Development Plan, the Vesting Tentative Map, and any
subdivision map or other permit approved as a Subsequent Approval shall automatically be extended
to the term of this Agreement as provided under the appropriate provisions of Government Code
section 66452.6(a) or Government Code section 65863.9, unless a longer term would result under
otherwise applicable state law or, in the absence of such state law, the term given such approval
under local law.
4.2 State and Federal Law. As provided in Government Code section 65869.5, and
notwithstanding any other provision of this Agreement, this Agreement shall not preclude the
application to Country Club at 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"). 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 5 (Amendment), Section 6 (Cooperation-
Implementation) and Section 8.4 (Enforced Delay; Extension of Time of Performance) of this
Agreement.
4.3 Timing of Construction and Completion.
(a) Notwithstanding Sections 84-66.1406(l)and 84-66.1602 of the County Code,there is no
requirement that Developer initiate or complete development of Country Club at Gale Ranch or any
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particular phase of Country Club at Gale Ranch within any particular period of time, and County
shall not impose such a requirement on any Subsequent Approval.
(b) Notwithstanding the Project Conditions, 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 phases of Country Club at Gale Ranch
shall be developed.
4.4 Developer Review of Infrastructure Improvements. Developer and San Ramon 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
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 the Development Agreement Statute as follows:
5.1 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, 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 Country Club at 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 Country Club at 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; provided, however, that nothing in this
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Section 5.1(a) shall limit any obligations of County under the Settlement Agreement to submit any
amendment to this Agreement to the Dougherty Valley Oversight Committee for its review and
comment.
5.2 Amendments of Current Approvals, Subsequent Approvals or the Affordable
Housing Program. No amendment of a Current Approval (other than this Agreement), Subsequent
Approval or the Affordable Housing Program shall require an amendment to this Agreement.
Instead,any such amendment automatically shall be deemed to apply to Country Club at Gale Ranch
and made subject to this Agreement. Nothing in this Section 5.2 shall modify the limitations
applicable to such amendments established by this Agreement.
5.3 Parties Required to Amend. Where a portion of Developer's rights or obligations have
been transferred and a"Transfer Agreement" (as described in Section 14.2 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.
5.4 Non-Assuming Transferees. In no event shall the signature or consent of.any
"Non-Assuming Transferee" (described in Section 13.3 below) be required to amend this
Agreement.
Section 6. COOPERATION-IMPLEMENTATION
6.1 Processing of Subsequent Approvals.
(a) Upon submission by Developer of all appropriate applications and processing fees for
any Subsequent Approval, County shall 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)granting the Subsequent Approval application as
set forth below.
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(b) County's obligations under Section 6.1(a) of this Agreement are conditioned on
Developer's provision to County, in a timely manner, of all documents, applications, plans, and
other information necessary for County to meet such obligations. It is the express intent of
Developer and County to cooperate and work diligently and in good faith to obtain any and all
Subsequent Approvals.
(c) County may deny an application for a Subsequent Approval by or expressly requested
in writing by Developer only if(i) such application does not comply with Applicable Law, (ii) such
application is inconsistent with the Current Approvals (provided, however, that inconsistency with a
Current Approval shall not constitute grounds for denial of an application for a Subsequent Approval
requested by Developer that is an amendment to that Current Approval), 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
Subsequent Approval into compliance with Applicable Law or make the Subsequent Approval
consistent with the Current Approvals, so long as such conditions comply with Section 4.1(d) 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 4.1(d) of this
Agreement), and County shall approve the application if subsequently resubmitted for County
review if it complies with the specified modifications.
6.2 Reduction in Permitted Number of Units. Developer shall, subject to the Project
Conditions, be permitted to develop 1,216 residential units on the Country Club at Gale Ranch Site.
County shall not reduce the permitted number of residential units below 1,216 in order to meet the
Project Conditions unless such conditions can be met in no other manner and County shall then
reduce the number of permitted residential units by as small a number as will allow meeting such
conditions.
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63 Eminent Domain Powers. County shall cooperate with Developer in implementing the
Current Approvals and Subsequent Approvals. To the extent permitted by law, such cooperation
shall include,but not be limited to,the use by County of its eminent domain powers where necessary
to implement the Current Approvals and any Subsequent Approvals.
6.4 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, Country Club at Gale Ranch. County shall
cooperate with Developer in its efforts to obtain such permits and approvals. However, County shall
not be required by this Agreement to join or become a party in any manner to litigation or any
administrative proceeding involving such agencies.
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 Current
Approval, including this Agreement, or Subsequent Approval, the Parties shall cooperate in
defending such action or proceeding to settlement or final judgment including all appeals. 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. Additionally,
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.
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Section 8. DEFAULT; TERMINATION; ANNUAL REVIEW
8.1 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
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
thirty(30)days thereafter;provided, however,that if Developer files an action to challenge County's
termination of this Agreement within such thirty-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).
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8.2 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 Zoning Administrator 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 Zoning Administrator shall adopt, or adopt with modification,
the staff report.
(c) Prior to January 30 of each year, and based on the staff report adopted or adopted with
modification by the Zoning Administrator pursuant to Section 8.2(b) of this Agreement, the Zoning
Administrator shall make a determination regarding compliance with the Agreement. If the Zoning
Administrator finds and determines that Developer has not complied with the terms of this
Agreement, and non-compliance may amount to a default if not cured, then the Zoning
Administrator may deliver a Default Notice pursuant to Section 8.1(a) of this Agreement, in which
case the provisions of Section 8.1(a) shall apply. If the Zoning Administrator does not send such a
Default Notice, then the County, including the Zoning Administrator, shall take no further action.
The County, including the Zoning Administrator, may exercise its right relating to any event of
default only after complying with Section 8.1(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.
(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
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determination as to compliance or noncompliance with the terms of this Agreement and such failure
remains uncured as of March 31 of each year, 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.
8.3 Default by County. In the event County defaults under the terms of this Agreement,
Developer shall have all rights and remedies provided herein.
8.4 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 9. DEFENSE AND INDEMNITY
9.1 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 Country Club at
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
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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.
9.2 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.
93 Subdivision Agreement and Defense. County and Developer may from time to time
enter into subdivision improvement agreements, as authorized by the Subdivision Map Act,
Government Code section 66410 et sea., which agreements may include defense and indemnity
provisions different from those contained in Sections 9.1 and 9.2 above. In the event of any conflict
between such provisions in any such subdivision improvement agreement or the Subdivision Map
Act and Sections 9.1 and 9.2 above, the provisions of such subdivision improvement agreement
and/or the Subdivision Map Act shall prevail.
Section 10. 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
Current Approvals or Subsequent Approvals; (3)Developer shall have full power over and exclusive
control of Country. Club at Gald Ranch herein described, subject only to the limitations and
obligations of Developer under the Current Approvals 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
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document executed in connection herewith shall be construed as creating any such relationship
between County and Developer.
Section 11. MISCELLANEOUS
11.1 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.
11.2 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.
11.3 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 Current
Approvals and Subsequent Approvals and to provide and secure to the other Party the full and
complete enjoyment of its rights and privileges hereunder.
11.4 Construction. Each reference in this Agreement to any of the Current Approvals,
Subsequent Approvals or Affordable Housing Program shall be deemed to refer to the Current
Approval, Subsequent Approval or Affordable Housing Program as it may be amended from time to
time pursuant to the provisions of this Agreement, 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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S
11.5 Other Miscellaneous Terms. The singular shall include the plural; the masculine
gender shall include the feminine; "shall" is mandatory; "may" is permissive.
11.6 Covenants Running with the Land. Subject to Section 13 of this Agreement, 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 Country Club at Gale Ranch Site, as appropriate, runs with the Country Club at
Gale Ranch Site and, subject to Section 13 of this Agreement, is binding upon each successive
owner of all or a portion of Country Club at Gale Ranch Site during its ownership of such property.
11.7 Dougherty Valley Development Strategy. If County imposes conditions of approval
upon Developer that relate to obligations of both Shapell and Windemere regarding the Dougherty
Valley, County shall, to the extent reasonably feasible, allocate to Shapell and Windemere their
separate and distinct obligations. Nothing in this Section 11.7 shall in any way modify the
provisions to Section 4.3.3 of the Settlement Agreement.
11.8 Mortgagee Rights. Any mortgagee that wishes to receive notices of default from the
County pursuant to this Section 11.8 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
of 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;
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(2) as to defaults requiring title or possession of all or any portion of the Country
Club at Gale Ranch Site 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 this Agreement allocable to that part of the Country Club at
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 County Club at 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 13.
11.9 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 Country Club at 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 Country Club at 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.
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11.10 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.
11.11 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 Party be entitled to recover from the other Party,
either directly or indirectly,damages,costs or attorneys' fees in any legal or equitable action.
11.12 California Law. This Agreement shall be construed and enforced in accordance with
the laws of the State of California.
11.13 Other Public Agencies. County shall not unreasonably withhold its determination to
enter into any agreement with another public agency concerning the subject matter and provisions of
this Agreement and County shall enter into any agreement with another public agency concerning
the subject matter and provisions of this Agreement if necessary or desirable for the development of
Country Club at Gale Ranch and if such agreement is consistent with this Agreement, the Settlement
Agreement, and the other provisions of Applicable Law. Nothing in this Agreement shall require
that the County take any legal action concerning other public agencies and their provision of services
or facilities other than with regard to compliance by any such other public agency with any
agreement between such public agency and County concerning the subject matter and provisions of
this Agreement.
11.14 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.
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11.15 Annexation to San Ramon. The Settlement Agreement anticipates the potential
annexation of the Country Club at Gale Ranch Site to San Ramon. To the extent any portion of the
Country Club at Gale Ranch Site is so annexed, this Agreement shall continue to apply to Country
Club at Gale Ranch Site 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 Country Club at Gale Ranch Site, with respect to any portion
of the Country Club at Gale Ranch Site that has been annexed, (i)the term "County" as used herein
shall mean"San Ramon" and (ii)except as otherwise expressly stated in this Agreement, San Ramon
shall be deemed to be a successor in interest. to County's rights and obligations under this
Agreement.
11.16 Covenant of Good Faith and Fair Dealing. Each Party shall use its best efforts and
take and employ all necessary actions to ensure that the rights secured by the other Party through this
Agreement can be enjoyed and neither Party shall take any action that will deprive the other Party of
the enjoyment of the rights secured through this Agreement.
11.17 Relationship to Settlement Agreement. The terms and provisions of this Agreement
are intended to be consistent with the terms and provisions of the Settlement Agreement, insofar as
the terms and provisions of the Settlement Agreement apply to the Country Club at Gale Ranch Site.
In the event of any conflict between the terms and provisions of this Agreement and those of the
Settlement Agreement, the terms and provisions of the Settlement Agreement shall prevail, insofar
as the terms and provisions of the Settlement Agreement apply to the Country Club at Gale Ranch
Site. Nothing in this Agreement is intended to modify the provisions of the Settlement Agreement
or the obligations of County or Developer thereunder.
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Section 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. 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
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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.
Telephone: (510) 937-8000
Facsimile: (510) 975-5390
Section 13. ASSIGNMENT,TRANSFER AND NOTICE
13.1 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 Current Approvals
(including this Agreement) and the Subsequent Approvals to third parties acquiring an interest or
estate in Country Club at Gale Ranch or the Country Club at 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 Country Club at Gale Ranch.
13.2 Transfer Agreements.
(a) In connection with the transfer or assignment by Developer of all or any portion of
Country Club at 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 13.3 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 Current Approvals and the Subsequent Approvals. Such Transfer Agreement may (i)release
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Developer from obligations under the Current Approvals (including this Agreement) or the
Subsequent Approvals that pertain to that portion of Country Club at 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 Country Club at
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 onafter 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.
(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 canceled or diminished in any way by any breach or default by Developer.
34
13.3 Non-Assuming Transferees. The burdens, obligations, and duties of Developer under
this Agreement shall terminate with respect to (and, except as otherwise required by Developer in
Developer's sole discretion, 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 a separate legal parcel 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.
Section 14. 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 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 failureto 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.
35
Section 15. 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 thirty-eight (38) pages, three (3) notary acknowledgment
pages, and three(3) 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 Country Club at Gale Ranch Site
Exhibit B Diagram of Dougherty Valley
Exhibit C Legal Description of the Gale Ranch Site
Section 16. 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,at Developer's expense, 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
36
APPROVED AS TO FORM:
Victor J. Westman
County Counsel
By:
Silvan Marchesi
Assistant County Counsel
DEVELOPER:
By: By:
Title: Title:
37
EXHIBIT A
[Legal description of Country Club at Gale Ranch Site]
38
EMU= "A"
t !
LII2IL Dorm
THE LAM REEFEF4RE0 TO HEREIN IS SI'I ATID IN THE STATE OF CALIKONIA, CUL MY OF CCHM
CCSTA, TED AREA , AND IS DESCiIHm AS FOLMWS:
Ar PC =CN OF THE AM&DOR GRAM OF THE RAN CHC) SAN RAMlOV, A PORTIC N OF SFLTI(V 1.
=MUP 2 SOM, RADE 1 WEST AND A POR ION OF SECTION 6, TaQNSKIP 2 SWM, MMgM 1
EAST, BEING A PC NMCN OF IDIS 35, 36 AND .67 AND ALL OF LOTS 39, 40, 41, 42, 43, 44,
45, 46, 47, 48. 49, 50, 51, 52, 53, 54, ANO 55, AS MEW ON THE MAP � rtv TTIED, -MRP
OF SUEiDIVISICIN OF PLDT A OF THE =00R'Y RANCH, ALX4E AND CONTRA COSTA COla r=.
C2QMIORNLA", FILED CN MAY 2, 1894, IN ME C MCE OF THE CCUNTY E OF SAM
CXI`im C3O6"PA DOUNTTY IN BOOK B OF MAPS, AT PAGE 45, DESCRIBED AS FDLLC.ie S:
HDG NNIM CIV THE EASTERN EM E OF THE 7918.73 ACRE PARCEL OF LAND SET APART TO
C HARII:S N'L DOUGHERTY BY THAT CERTAIN EECREE IN PARTITION, RENDERED FE BRURRY 26,
1891, BY THE SIFERICR C3>Z= OF THE STATE OF ckLI amm, IN AND FUR THE =EVTY CF
AL4mmA, IN THAT CERTmN Ac=m HAD THEREIN, ENm7 FID GwR m M. DOUCGatTY, -
S AIN'lWy VS. ADA M.. , ET AL, DEFENDWM, CASE NO. 6479. A CECtTg'Im COPY
OF WKC R DEC3iFE WAS RELMED MARCH 3, 1891, IN BOAC 59 OF DEEL6 AT PAGE 525, AT THE
NCIM M LINE OF THE 3636.1222 ACRE PARCEL OF LAND OESCROM IN THE FINAL =MKE"
RMEERM JULY 21, 1947, BY THE DLSIRICT co= w mm Lie= srATES, IN Aim FOR THE
NOR1HMN DISTRICT OF CALUCHNIA, SOU71HERN DIVMCN, IN THAT CERTAIN A=GN HM
TSI, EsNTITL.Ea UNITED STATES CF X4EMCA, PLAMM7 VS. 3396 ALTS W LAND,
ALAMDA AND CCUM CC6'TA CC1(Ad 1ES, CAL17CEN A. ADA CIEMETT, ET AL. DEEIImRNIS, CASE
NO. 22352, A CEWIFM:D CCFY CF WHICH FINAL JiDCMENT WAS RAID ALGUS'T 2, 1947, IN
SOCK 1104 OF OFFICIAL R '"' I AT PAGE 377: THENCE FROM SAID F0INr OF ANG
NammmY AMID wF5'I'ERLY Au3 G THE F7mmucR tam OF SAID 7918.73 AtIIM PARCEL (59 D
525) AS FOLIaG., NORTH 38' WEST, 331 FEET, MOM CR LESS M ANGLE E POINT, NOEi'TH
65130' WEST 613.80 FEET; NORTH 38' WEST 759 FEET: NORTH 36.30' WF:T 2112 FEET; Nei
4.30' EAST 264 FEET; NORrA 86' FAST 561 FEET; NCtiTfi 21' FAST 1314.72 F=; NOM
1.15' WEST 396 F r,- NOR'1H 14.15' E AM 429 FEES'; NORTH 19'45' WEbT 462 FEET; NORM
30'15' FAST 594 FFE'T; NORTH 27.30' WEFT 660 FEET: NORTH 12.30' FAST 326.70 FEET;
NORTH 32'15' EAST*279.50 FEET; NORTH 1S'45' FASP 564.30 F=,' N OlM 45.15' EA~+`'T-
316.80 FEET; NORTH 34.15' EAST 809.82 FEET; NORTH 37.45' FAST 798.60 FEET: NORTH 14'
EAST 710.16 FEET; NORTH 31' EAST 372.24 FEET; NORM 21015' EAST 825 FEET; NOMH
27'15' FAST 396 FEET; NCEZM 52.30' EA,^T 330 FEET; NORTH 45'45' EAST 594 FEET; N MM
20' EAST 481.80 FEI'T TO TEE Nei LINE OF SAM SAN RAMON FM=; ALCM SAID
NCRTHEW LINE NORTH 89'45' WEST 597.30 FEET; [EAVI G SAID NOlRTHERN LINE NORTH 0'15'
FAST 2653.20 FEET; NORTH 89'151 WEST 2105.40 FEU; NORTH 89.45' WEST 1907.40 FEET:
SOItli 85'45' WEST 2686.20 FEET; NORTH 0.15' EAST 1518 FEES'; SCUM 89'45' WEST
2613-60 FFET: SMIrA 0.30' WE'aT 3927 FEET; NORTH 89.45' WEST 2630-10 FEET; TO 99MIM
S.R. 8 CF SAID RANCHO SAN RAMON, SAID STATION S.R. 8 3M G THE SOUS COMM OF
THE PARCEL OF LAND DESCRIBED IN THE D® FROM TASSAJARA LAND CXl''EPANY M HEW F.
WIED MAN N, ET UX, REQ SUnS48ER 28, 1922, IN BOCK 428 OF DEEIS AT Fxz 52:
UiENCE IFAVING 'THE EaMU CR LINE OF SAID 7,918.73 ACRE PARCEL (59 D 525) ALONG THE
SOMERN LINE OF SAID WlEO8- NN PAF4: M NORTH 89.45' WEST 726 FEET AND SCUM 71'M'
WEST 1042.80 FEET M THE WE MEN r-IM OF SAID RANCID SAN RA41V, BEING A PI RTIC N OF
THE MERICR LIDS OF SAM 7,918.73 ACRE PARCEL (59 D 525); THENCE ALDNG `' =
FxTER20R LINE Sam 27' EAST 11,654.28 FEET TO STATIW S.R. 12 OF SAID RANCID SAN
RANW, AND SOU'PH 27.15' FAST 2220.90 FEET TO THE NOR'D1ERV LII4E OF SAID PARCEL QF
LAM DESC PJ33E D AS PARCEL CNE IN THE DEm nXM EnEM MOM mqp TO AMERICAN TRUST
(continued)
PAGE 1 of 2
EXHIBIT "A"
Jo= f�:�-�•- M •
r
-35; njW= LEAVDG SKID MaMOR LDE AU= SA NaMMN T. (392 oft 35) NORM
630281 EAST 297 =, AND SO= 78008' EAST :3024-33 FEET TO Ilm CW= L=qE CT THE
CMNrf -•. • KNOM AS DaJMMM ROAD AS SAM ROAD IS •??a' tG13/ IN 71M Frcm
• I• -1 M A. GALE, ET AL TO COMMAOO. V' COUNW, 3M I•M • IN :••" ••:
OF OFFICIAL -1?f1•'+•" AT PAGE C t• •3 Y3- LuM ern THE WESTERI LIM OF t■
UN= STATES CF X4EKCA 3636.1= ACRE MEM (UO4 CR 377); THM= AL13G SAM
A aJRVE M TM LEFr, WITH A RADnZ OF 1000 MW AN AEC D=nW= OF 100 FW, MM CR
msaicNm axr4m, AN AmmsrANr-E OF 371 • nm • p >, 3-. ••u?- OF Ir.t
•• UN= v• a OF • 13 r� �� r-, ,i7+ r t3 ix' t 1• E •
M= 1 O^ 13-+ ■ 1 •1 • r.• Zr ACRE PAR= ?r. 3000 FEET •-1 OR LESS TO
THE FOnW OF assnamG.
3. THE PAR= OF LAM wv AS PARM ONE IN 7BE MED 70 &%ST Sky KZ4XCn*Z
4. THE -.f■]I OF LAM IN ME •13?• TO EAST anmmcamapz uTn=r •r•.,r•"•1=
RIMEET MNY 19F, 1978, 9= 8M, aFFX7.AL RMOMS, PAGE 149.
s. Y t DaEpEsT •• 3t io coNm O•. V axvff sy •331 -+7O•'+•.3• juNE ••
=81, • M - -1E -1 r IS 751.
336, PAGE • • ••. •O. Y• tl• 1 -W O•.'r�q
THOSE7. ALL PORTIONS OF • NOT DESCRIBED • • NC3.22477
"DECLARING AMADOR VALLEY UNINCORPORATED TERRITORY ANNEXED TO THE
FAST BAY MJNICZPAL UTILITY DIS7RICT"
"APPROXIMATELY 618 •MI
..
1
F.XH RI B
[Diagram of Dougherty Valley]
39
EXHIBIT "B"
Land Ownership
Dougherty Valley Area
® Shaped Industries
Blackhawk
SYCAMORE ® Windemere Properties
ROAD C ® gyp Parks(U.S.Army)
i
DANVILLE TASSAJARA
Project Site Doug Valley
SAN RAMON -
Bishop
Ranch
F� c�N�
9
ROAD
680
DUBurI
N W `
0 1 2 c a
Miles
580 Hacienda
Bus's / PLEASANTON
Park
Country Club at Gale Ranch Project Site and
Dougherty Valley Area
PAGE 1 of 1
EXHIBIT C
[Legal description of Gale Ranch Site]
40
EXHIBIT "C"
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALJYORNIA, COUNTY OF CONTRA
COSTA, UNINCORPORATED AREA , AND IS DESCRIBED AS FOLLOWS:
A PORTION OF THE AMADOR CRANI' OF THE RANCHO SAN RAMON, A PORTION OF SECTION 1,
TOWNSHIP 2 SOUTH, RANGE 1 WEST AND A PORTION OF SECTION 6, TOG*VSHIP 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 DOUG HERI'Y RANCH, ALBA AND CWIRA 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 CSI THE EASTERN LINE OF THE 7918.73 ACRE PARCEL OF LAID SET APART TO
CHARLES M. DOUG HERI'Y BY THAT (RETAIN DECREE IN PARTITION, RENDERED FEBRUARY 26,
1891, BY THE SUPERIOR COURT OF THE STATE OF CAlJlURNIA, IN AND FOR THE COUNTY OF
MR4MA, IN THAT CERTAIN ACTION HAD THEREIN, ENTITLEDCiARLES M. Da)90?N,
PLAINTIFF VS. ADA M. DCUGlEER'I'Y, 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 LAID DESCRIBED IN THE FILL JUDClvJENT
RENDERED JULY 21, 1947, BY THE DISTRICT COURT OF THE UNITED STATES, IN AND FOR THE
NOR UEFN DISTRICT OF CALIFORNIA, SOUTHERN DIVISION, IN THAT CERTAIN ACTION HAD _
THEREIN, ENTITLED UNITED STATES OF AMERICA, PLAINTIFF VS. 3396 ACRES OF LAID,
ALAM®A AND CON'IRA COSTA COUNTIES, CALIFORNIA, ADA 02MU, ET AL, DEFENDANTS, CASE
NO. 22352, A CERTIFIED COPY OF WHICH FINAL JUDGMU WAS RECORDED ALUM 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: NOR'T'H 38° WEST, 331 FEET, MORE OR LESS TO ANGLE POINT, NCR'IM
65°30' WEST 613.80 FEET; NORTH 380 WEST 759 FEET; NORTH 36°30' WEST 2112 FEET; NORTH
4°30' EAST 264 FEET; NORTH 86° EAST 561 FEET; NORTH 21° EAST 1314.72 FEET; NORTH
1°15' WEST 396 FEET; NORTH 14°15' EAST 429 FEET; NORTH 19°45' WEST 462 FEET; NORTH
30015' EAST 594 FET; NORTH 27030' WEST 660 FEET; NORTH 12030' EAST 326.70 FEET;
NORTH 32°15' EAST 279.50 FEET; NORTH 15045' EAST 564.30 FEET; NORTH 45015' EAST,
316.80 FEET; NORTH 34015' EAST 809.82 FEET; NORTH 37°45' EAST 798.60 FEET; NORTH 14°
EAST 710.16 FEET; NORTH 31° EAST 372.24 FEET; NORTH 21015' EAST 825 FEET; NORTH
27015' EAST 396 FEET; NORTH 52°30' EAST 330 FEET; NORTH 45°45' EAST 594 FEET; NORTH
200 EAST 481.80 FEET TO THE NORTHERN LINE OF SAID SAN RAMON RANCHO; ALONG SAID
NORTHERN LINE NORTH 89'45' WEST 597.30 FEET; LEAVIM SAID NORTHERN LINE NORTH 0015'
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 0015' EAST 1518 FEET; SOUTH 890451 WEST
2613.60 FEET; SOUTH 0030' 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 LAID DESCRIBED IN THE DEED FRC M TASSAJARA LAID COMPANY TO HHUW F.
WIE =MANN, ET UX, RECORDED SEP'T'EMBER 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
SOLMEI N LINE OF SAID WIEDEMANN PARCEL NOR'T'H 89045' WEST 726 FEET AND SOUTH 710201
WEST 1042.80 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); THDCE ALONG SAID
EX'T'ERIOR LINE SOUTH 270 EAST 11,654.28 FEET TO STATION S.R. 12 OF SAID RANCHO SAN
RAMON, AND SOUTH 27° 15' EAST 2220.90 FEET TO THE NOR'TRFRN LINE OF SAID PARCEL OF
LAID DESCRIBED AS PARCEL ONE IN THE DEED FROM EILENE MOM KAMP TO AMERICAN TRUST
(Continued)
PAGE 1 of 2
EXHIBIT "C"
LEGAL D�iIPTIDTI
(Continued)
COMPANY, AS TRUSTEE, RECORDED JULY 2, 1935, IN HOOK 392 OF OFFICIAL RECORDS, AT PACE
35; THENM LEAVING SAID EXTERIOR LINE ALONG SAID NORTREF44 LINE (392 OR 35) NORTH
63028' EAST 297 FEET, AND SOUTH 78°08' EAST 3024.33 FEET TO THE CENTER T. OF THE
COUNTY ROAD 1KNOWN AS DOLUERTY ROAD AS SAID ROAD IS DESCRIBED IN.THE DEED FROM
CHARLES A. GALE, ET AL TO CONTRA COSTA COUNTY, RammED FEeRuAW 6, 1936, IN BOOK 408
OF OFFICIAL RECORDS AT PACE 128; SAID CENTER LINE BEING THE WE'STM 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, MRE OR
LESS; NORTH 5°17'40" WEST TA43M TO LAST MENTIONED ARC 423.44 FEET, AND NORTHERLY
ALCM 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 N3MUMERN CXNM OF THE
SAID UNITED STATES OF AMERICA 3636.1222 ACRE PARCEL; THENCE LEAVING SAID WESTERN LINE
ALDNG 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 aX M'Y BY DEED FSOORDED FEMWM 6, 1936,
BOOK 408, OFFICIAL RECORDS, PAGE 128, "FOR-USE AS A PUBLIC HIGHWAY."
2. THE INTEREST CONVEYED TO CONTRA COSTA COUNTY BY DEED RDOORDED APRIL 21, 1944, _
BOOK 775, OFFICIAL RECORDS, PAGE 378, "FOR USE AS A PUBLIC HIGiWAY."
3. THE PARCEL OF LAND DESCRIBED AS PARCEL ONE IN THE DEED TO EAST HAY MUNICIPAL
UTILITY DISTRICT, RECORDED DEC R43M 16, 1968, BOOK 5771, OFFICIAL REDORDS, PAGE 288.
4. THE PARCEL OF LAND DESCRIBED IN THE DEED TO EAST BAY bUUCIPAL 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 BOCK
336, PAGE 46, CONTRA COSTA COUNTY RECORDS.
7. FURTHER EXCEPTING THEREFROM THAT PORTION THEREOF DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST CORNER OF PARCEL "H" AS SHOWN ON MAP OF SUBDIVISION 7010 FILED
SPETII-IBM 6, 1989 IN BOOK 336 OF MAPS AT PAGE 46; THENCE NORTH 39034'20" EAST 383.05
FEET; I THENCE NORTH 88*15'40" WEST 400.00 FEET; THENM SOUTH 24"41121" WEST 543.84
FEET; THENCE NORTH 62°33'06" EAST TO THE SOUTH CORNER OF PARCEL "E" AS SHOfnIId CST ABOVE
REFERRED TO SUBDIVISION; AND THENCE NORTH 23°54'51" WEST 199.91 FEET TO THE POINT OF
BEGINNING.
ASSESSOR'S PARCEL NO. : MULTIPLE
APPROXIMATELY 2708 ACRES
PAGE 2 of 2
OPTIONAL SECTION
STATE OF CALIFORNIA CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to
fill in the data below, doing so may prove
COUNTY OF CONTRA COSTA invaluable to persons relying on the document.
❑ INDIVIDUAL
On before me, Notary Public, ❑ CORPORATE OFFICER(S)
personally appeared
NAME(S) OF SIGNER(S) TME(S)
❑personally known to me - OR - ❑ proved to me on the basis of satisfactory ❑PARTNER(S) ❑ LIMITED
evidence to be the person(s) whose ❑GENERAL
name(s) is/are subscribed to the within ❑ATTORNEY-IN-FACT
instrument and acknowledged to me that ❑TRUSTEE(S)
he/she/they executed the same in
his/her/their authorized capacity(ies), and ❑ GUARDIAN/CONSERVATOR
that by his/her/their signature(s) on the ❑ OTHER:
instrument the person(s), or the entity
upon behalf of which the person(s) acted,
executed the instrument.
Witness my hand and official seal. SIGNER IS REPRESENTING:
Name of Person(s)or Entity(ies)
SIGNATURE OF NOTARY
--0PTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO Title or Type of Document Country Club at Gale Ranch Development Agreement
THE DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not required by law,is Number of Pages Date of Document
could prevent fraudulent reattachment of this tonn.
Signer(s)Other Than Named Above
01993 National Notary Association,Canoga Park,CA
OPTIONAL SECTION
STATE OF CALIFORNIA CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to
fill in the data below, doing so may prove
COUNTY OF CONTRA COSTA i invaluable to persons relying on the document.
❑ INDIVIDUAL
On before me, Notary Public, I [3 CORPORATE OFFICER(S)
personally appeared
NAME(S) OF SIGNER(S) ITITI-E(S)
❑personalty known to me - OR - O proved to me on the basis of satisfactory I ❑ PARTNER(S) ❑ LIMITED
evidence to be the person(s) whose ❑GENERAL
name(s) is/are subscribed to the within ' p ATTORNEY-IN-FACT
instrument and acknowledged to me that
he/she/they executed the same in I ❑TRUSTEE(S)
his/her/their authorized capacity(ies), and ❑ GUARDIAN/CONSERVATOR
that by his/her/their signature(s) on the ❑ OTHER:
instrument the person(s), or the entity
upon behalf of which the person(s) acted,
executed the instrument.
Witness my hand and official seal. i SIGNER IS REPRESENTING:
Name of Person(s)or Entity(ies)
SIGNATURE OF NOTARY I
-OPTIONAL SECTION- '
THIS CERTIFICATE MUST BE ATTACHED TO Title or Type of Document Country Club at Gale Ranch Development Agreement
THE DOCUMENT DESCRIBED AT RIGHT:
Though the data requested here is not required by law,it Number of Pages Date of Document
could prevent fraudulent reattachment of this form.
Signer(s)Other Than Named Above
01993 National Notary Association,Canoga Park,CA
OPTIONAL SECTION
STATE OF CALIFORNIA CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to
fill in the data below, doing so may prove
COUNTY OF CONTRA COSTA invaluable to persons relying on the document.
On before me, Notary Public, [3 INDIVIDUAL
❑ CORPORATE OFFICER(S)
personally appeared
NAME(S) OF SIGNER(S) TITLE(S)
❑ personally known to me - OR - ❑ proved to me on the basis of satisfactory ❑ PARTNER(S) ❑ LIMITED
evidence to be the person(s) whose ❑GENERAL
name(s) is/are subscribed to the within ❑ATTORNEY-IN-FACT
instrument and acknowledged to me that
he/she/they executed the same in ❑ TRUSTEE(S)
his/her/their authorized capacity(ies), and ❑ GUARDIAN/CONSERVATOR
that by his/her/their signature(s) on the ❑ OTHER:
instrument the person(s), or the entity
upon behalf of which the person(s) acted,
executed the instrument.
Witness my hand and official seal. SIGNER IS REPRESENTING:
Name of Person(s)or Entity(ies)
SIGNATURE OF NOTARY
OPTIONAL SECTION
THIS CERTIFICATE MUST BE ATTACHED TO
THE DOCUMENT DESCRIBED AT RIGHT: Title or Type of Document Country Club at Gale Ranch Development Agreement
Though the data requested here is not required by law,it Number of Pages Date of Document
could prevent fraudulent reattachment of this form.
Signer(s)Other Than Named Above
01993 National Notary Association,Canoga Park,CA