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Home My WebLink AboutMINUTES - 03151994 - H.3 r =4 ; Contra TO: BOARD OF SUPERVISORS •;—f' , Costa County FROM: HARVEY E. BRAGDON ' Is DIRECTOR OF COMMUNITY DEVELOPMENT �•, �� DATE: March 15, 1994 SUBJECT: HEARING ON REZONING APPLICATION #3007-RZ TO REZONE APPROXIMATELY 13 ACRES OF LAND FROM HEAVY INDUSTRIAL DISTRICT (H-I) TO HEAVY AGRICULTURAL DISTRICT (A-3) . APPLICATION FILED BY UNIMIN CORPORATION. SITE IS LOCATED WITHIN THE SAND MINING OPERATIONS AREA OF LAND USE PERMIT 12078-91 WEST OF BYRON ALONG CAMINO DIABLO ROAD. SPECIFIC REQUEST(S) OR -RECOMMENDATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. Accept the environmental documentation prepared for this project as being adequate. 2. Approve rezoning application #3007-RZ as recommended by the East County Regional Planning Commission. 3. Adopt the East County Regional Planning Commission's findings as set forth in Resolution # 7-1994 as the basis for your Board's action. 4. Introduce the ordinance giving effect to the rezoning; waive reading and set date for adoption of same. 5. Direct staff to file the Notice of Determination with the County Clerk. FISCAL IMPACT None. BACKGROUND/REASONS FOR RECOMMENDATIONS Land Use Permit 02078-91 was approved in March 1993 to allow surface mining of the area for domengine sand. The site is no longer used for Industrial purposes. The Environmentaj ' . Mpactt Report that was prepared for Land Use Permit. 02078-91 had a mitigation measure suggestion that the small area zoned Heavy Industrial (H-I) of Unimin's larger property be rezoned to Heavy Agriculture (A-3) . Condition #13 for Land Use Permit 12078-91 also requires that the applicant initiate and complete the process to rezone the Heavy Industrial Zoning-District (H-I) portion of their site to the Heavy Agricultural Zoning District (A-3) . The rest of the site under Land Use Permit 02078-91 is zoned to various agricultural zones. The area surrounding the area of #3007-RZ is zoned- Heavy Agriculture (A-3) . 32%T.7-VUED ON ATTACHMENT: X YES SIGNATUR ACTION OF BOARD- ON March 15 , 1994 APPROVED A8 RECOMMENDED x OTHER This is the time heretofore noticed by the Clerk of the Board of Supervisors for hearing on the recommendation of the East County Regional Planning Commission on the request by Unimin Corporation (applicant and owner) to rezone 13 acres of land from Heavy Industrial (H-I) to Agricultural (A-3) (3007-RZ)' in the Byron area. Dennis Barry, Community Development Department, presented the staff report on the rezoning request, described the site, and commented on the above staff recommendations. 1. The public hearing was opened and the following person appeared to testify: Massoud Keshari, Plant Manager, P.O. Box 216, Byron, representing Unimin Corporation. The public hearing was closed. Supervisor Torlakson- moved to adopt the staff recommendations. IT IS BY THE BOARD ORDERED that recommendations 1, 2, 3, 4, and 5 are APPROVED; and Ordinance No. 94-23 giving effect to the rezoning is INTRODUCED, reading waived, and March 22, 1994 is set for adoption of same. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact:Aruna Bhat 646-4208 ATTESTED March 15 , 1994 cc: Community Development Department PHIL BATCHELOR, CLERK OF Unimin Corporation THE BOARD OF SUPERVISORS Mitch Avalon-Public WorksCO ADMINISTRATOR Dept. of Conservation a Div. of Mines & Geology BYL.7 , DEPUTY 801 K St. MS 12-30 Sacramento, CA 95814 AB:df 2 . H-3 UNIMIN CORPORATION (Applicant & Owner) County File #3007-RZ Requests approval to rezone a 13 acre parcel of land from Heavy Industrial (HI) to Agricultural (A-3) . Subject site is located within the mining operations area of Permit #2078-91 along Camino Diablo Road. Byron Area. BOARD OF SUPERVISORS CONTRA COSTA COUNTY MARCH 15, 1994 - 2:00 P.M. ' � s . •�� '-: Contra TO: BOARD OF SUPERVISORS '{ Costal a County FROM: HARVEY E. BRAGDON `"" DIRECTOR OF COMMUNITY DEVELOPMENT DATE: March 15, 1994 r fou" SUBJECT: HEARING ON REZONING APPLICATION #E3007-RZ TO REZONE APPROXIMATELY 13 ACRES OF LAND FROM HEAVY INDUSTRIAL DISTRICT (H-I) TO HEAVY AGRICULTURAL DISTRICT (A-3). APPLICATION FILED BY UNIMIN CORPORATION. SITE IS LOCATED WITHIN THE SAND MINING OPERATIONS AREA OF LAND USE PERMIT 12078-91 WEST OF BYRON ALONG CAMINO DIABLO ROAD. SPECIFIC REQUEST(S) OR RECOMMENDATIONS) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. Accept the environmental documentation prepared for this project as being adequate. 2. Approve rezoning application 13007-RZ as recommended by the • East County Regional Planning Commission. 3. Adopt the East County Regional Planning Commission's findings as set forth in Resolution 1 7-1994 as the basis for your Board's action. 4. Introduce the ordinance giving effect to the rezoning; waive reading and set date for adoption of same. 5. Direct staff to file the Notice of Determination with the County Clerk. FISCAL IMPACT None. BACKGROUND/REASONS FOR'RECOMMENDATIONS Land Use Permit 12078.-91 was approved in March 1993 to allow surface mining of the 'area for domengine sand. The s' a is no longer used for Industrial purposes. The Environmenta p CONTINUED ON ATTACHMENT: _x YES SIGNATUR RECOMMENDATION OF COUNTY ADMINISTRATOR _ RECOMME D N 01 D COMMITTEE APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A _ UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact:Aruna Bhat 646-4208 ATTESTED cc: Community Development Department PHIL BATCHELOR, CLERK OF Unimin Corporation I THE BOARD OF SUPERVISORS Mitch Avalon-Public Works AND COUNTY ADMINISTRATOR Dept. of Conservation Div. of Mines & Geology BY , DEPUTY 801 K St. MS 12-30 Sacramento, CA 95814 AB:df Page Two Report that was prepared for Land Use Permit 02078-91 had a mitigation measure suggestion that the small area zoned Heavy Industrial (-H-I) of Uniminfs larger property be rezoned to Heavy Agriculture '(A-3) . Condition #13 for Land Use Permit #2078-91 also requires that the applicant initiate and complete the process to rezone the Heavy Industrial Zoning District (H-I) portion of their site to the Heavy Agricultural Zoning District (A-3) . The rest of the site under Land Use Permit 12078-91 is zoned to various agricultural zones. The area surrounding the area of #3007-RZ is zoned Heavy Agriculture (A-3) . RESOLUTION NO. 7 - 1994 RESOLUTION OF THE EAST COUNTY REGIONAL PLANNING COMMISSION OF THE COUNTY OF CONTRA,COSTA, 'STATE OF CALIFORNIA, INCORPORATING FINDINGS AND RECOMMENDATIONS ON THE REQUESTED CHANGE BY UNIMIN CORP (APPLICANT & OWNER) , (3007-RZ) , IN THE ORDINANCE CODE SECTION PERTAINING TO THE PRECISE ZONING FOR THE BYRON AREA OF SAID COUNTY. WHEREAS, a -request by Unimin Corp. (Applicant & Owner) (3007- RZ) to rezone land in the Byron area from Heavy IndLfstrial (HI) to Agricultural (A-3) was received on May 14, 1993; and WHEREAS, this rezoning application is being made to satisfy a condition of approval for companion application Land Use Permit 12078-91 to change the zoning to comply with the General Plan; and WHEREAS, for purposes of compliance with provisions of the California Environmental Quality Act and State and County CEQA guidelines, a Final Environmental Impact Report was prepared for project #2078-91 and certified as being adequate; and WHEREAS, after notice was lawfully given, a public hearing was scheduled before the East County Regional Planning Commission on Monday, February 7, 1994; whereat all persons interested might appear and be heard; and WHEREAS, on-Monday, February 7, 1994, the East County Regional Planning Commission having fully reviewed, considered and evaluated all the testimony and evidence submitted in this matter; and NOW, THEREFORE, BE IT RESOLVED that East County Regional Planning Commission recommends to the Board of Supervisors of the County of Contra Costa, State of California, that the rezoning request of Unimin Corp. (Applicant & Owner) (3007-RZ) be approved for change from Heavy Industrial District (HI) to Agricultural (A- 3) , and that this zoning change be made as indicated on the findings map entitled: Page T-25m of the County's 1978 Zoning Map. BE IT FURTHER RESOLVED that the reason for this recommendation is as follows: 1. The proposed project is consistent with the recommendation of the Environmental Impact Report prepared for Surface Mining Permit #2078-91 to bring the existing zoning in conformance with the land use designation under the County General Plan. Page Two. RESOLUTION NO. 7 - 1994 BE IT FURTHER RESOLVED that the Secretary of the East County Regional Planning Commission shall respectively sign and attest the certified copy of this resolution and deliver the same to the Board of Supervisors all in accordance with the Planning Laws of the State of California. The instructions by the East County Regional Planning Commission to prepare this resolution were given by'motion of the East County Regional Planning Commission on Monday, February 7, 1994, by the following vote: AYES: Commissioners - Wetzel , Hern, Andrieu, Hanson, Wagner, Planchon NOES: Commissioners - None ABSENT: Commissioners - Sobalvarro ABSTAIN: Commissioners - None STAN PLANCHON Chair of the East County Regional Planning Commission, County of Contra Costa, State of California ATTEST:. Jecret4aryf e East County Regional Planning Comm ssion, County of Contra Costa, State of California TSK/df 3007-RZ.res Findings Map i C�V'4QUERC��A-4A-2 A-3 A-4 Seo Ro a I A-3 A-3 RD o Z A-2 0 I� f- N (11� Rezone From H-1 To A-3 Area I,tmai3 VLAOCI-1W ,Chairman of the East County Regional Planning Commission,Contra Costa County,State of California, do hereby certify that this is a true and correct copy of T-ZS w. o'F -MF- CoL 3I% 2-n MI A)G "AP indicating thereon the decision of the East County Regional Planning Commission in the matter of JUN i M Ltd G6VLV- 300�- i2z ATTE ecr t ry the st County Regional ATA Co miss n,State of California G Xc m v ^ m - C X ID iD W a1 ID CA I m G X ofC Q c I Q m I W X 0) CA 01 01 01 01 I 01 C11 � I � x N co G X E C X L C X t 01 O GX � Y •i N ¢ I � ¢ I G X "I V 07 G m V I c •.•I 1 E L) � U E � —' c x O 7 W (a r-I 01 In •••l m n O m 0) W 0) a L c I n C 1 Mm ¢ l o I Lrt U 1 I W t 1 H m C X 01 (0 W -0c U E c 0) a N O 0) W U I LO m C X o Ia •.i O O r1 r1 •11 O N 0-0 •11 O •-1 O R la O O CX O W OE ' OY C O 0V-1 U Ncnrl Or1W•N 1 O > >> c x l o-C ¢ 1 x o I «+ a I L er c 1 W ¢ , 1 •-1 H im I w 3 c o 7U 0 x 0 0 0 c EW Oa of 03 U1 0 0) x 0) ! c o U c x m m m m m 3 m N m x L ID x G x r1 L c O c O w U c O L) o W O .-I 0 0 O O O .-1 ri L r1 ?� G x I L c o 1 doN C 1 0 1 1 m 1 -4 m E 1 N m . i 1 •--I m U c X N o W L m N 0) m C O L m L C m 0) a m .93 i m 0) m 0 c X o ••'I W >% O 7 L L O O h T O 10 O 01 O 3 O .-1 O a O 0 I O O W L Cx OG. 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L .0 X O F- 0o F O -10- m 0 C7 Ir m 0 r.) 4_ J 0 m W (n 0 m 11 m 0 H -4 m O A R Agenda Item Community Development Contra Costa County EAST COUNTY REGIONAL PLANNING COMMISSION MONDAY, FEBRUARY 7, 1994 - 7:00 P.M. I. INTRODUCTION UNIMIN CORP. (Applicant & Owner), County File #3007-RZ: The applicant seeks to rezone a 13 acre parcel of land from Heavy Industrial (HI) to Agricultural (A-3). As a condition of approval of LUP#2078-91 (Byron Sand Mining Permit),UNIMIN Corp. was required to make this application for the zoning change of Parcel #003-050-003 from HI to A-3. The zoning change would conform to the County General Plan. Subject site is located within the mining operations area of Permit#2078-91 in Byron along Camino Diablo Road. (HI) (ZA: T-25m) (GP: AL) (CT 3040) (Parcel #030-050-003). [I. RECOMMENDATION The staff recommends approval of the application for the zoning change of the subject property from HI to A-3. Ill. GENERAL INFORMATION A. General Plan: The General Plan land use designation is Agricultural (A-3). B. Zoning: The existing zoning of the subject property is Heavy Industrial (HI). C. CEQA Status: This project is an off-shoot of another project, e.g., #2078-91 (UNIMIN Sand Mining Project), for which an Environmental Impact Report (EIR) was prepared and certified in June, 1992. This project was initiated to implement the recommendation of the EIR to bring the existing zoning of the subject property in conformity with the General Plan land use designation involving down-zoning from Heavy Industrial to Agricultural. Under the circumstance, initial study has not been made to avoid repetition. However, Notice of Determination (NOD) will be posted at the termination of the project, in accordance with the CEOA regulations. IV. SITE DESCRIPTION The subject property is a 13.0 acre parcel, almost flat in topography, zoned as Heavy Industrial, and surrounded by land on all sides zoned as Agricultural. The property is located south of Camino Diablo Road in the Byron area and is part of the UNIMIN property for which surface mining permit#2078-91 was issued in March, 1993. The 2 property, even though zoned as Heavy Industrial, has not been used for industrial purposes for a long time. Presently, the site is a part of the surrounding flat land under the surface mining operations permitted under Permit #2078-91 . The site location is indicated on the attached map. V. PROJECT DESCRIPTION This project does not involve any construction or building activity or any physical changes in topography. It only proposes a zoning change of the subject property from Heavy Industrial to Agricultural. VI. STAFF FINDINGS The proposed project is consistent with the recommendation of the EIR prepared for Surface Mining Permit #2078-91 to bring the existing zoning in conformance with the land use designation under the County General Plan. The staff recommends approval of the project effecting the requested zoning change from Heavy Industrial to Agricultural. TSK/aa RZXIX/3007-RZ.TSK 1/20/94 A•4 - y r A 2 °� A Ami A2 A4 rw�r 3 A 4 �� 0 ft 1 A 3 A 2 --A•2 A•$ -. -----�•— �`: .r. :l: : 7 •� x. I ri::.; titin::: .`.. i. 3 'A ' i - ' A-2 A ; `'`�,. :.. X. r� ,'. A• 2 a: Y CuER A 2 i. - } ::.,.� _ r /.� �►�-0.03. A ......... -cwt A•3 is A - 3 . � _ a ; :: tM ' t TE OC�l7tON NAJD A•2 �HeneraE Agriculture (5 acre minimum tot size) ZONING DISTRICT M A P A'3 Heavy Agriculture (10 acre minimum lot size) A•4 Agricultural Preserve (20-acre minimum lot size) RB Retail Business Comnerc i a l sucE: " - 2,000!' FIGURE: n H-1 Heavy Inst R 40 Single Family Residential (min. Parcel size 40,000 DATE: 4.92 16 R•10 SinglefFamil Residential q. Family (min. Parcel size 10,000 R-6 singf leFamily Residential (min. UNIMIN SAND sq, ft, parcel size 6,000 QUARRY T•1 Mobile Homes ' fele# 2078-91 / SCH# -91113070 .._. . . 34 i L\\ lk (03) �......�. :: :::: zs -..............:::................... '�........ .-.... r. :: . ....... .... .... • .� �� / w . 1%400 �••.,+� f� - ra � c.a Z A� Qi a a in +K to {� 0 > y � ci 0 v'�E • Contra ill Gl TO: BOARD OF SUPERVISORS - jt Costa of Wino FROM: HARVEY E. BRAGDON _ DIRECTOR OF COMMUNITY DEVELOPMENT DATE: March 9, 1994 U" SUBJECT: Rezoning and Preliminary Development Plans 2992-RZ and 2993-R2, and Development Agreements Proposed by Windemere and Shapell Industries in the Dougherty Valley Area. SPECIFIC REQUEST(S) OR RECOMMENDATIONS) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. Accept the Addendum to the Final Environmental Impact Report and the Final Environmental Impact Report prepared: for the Doutherty Valley Specific Plan, as being adequate. 2. Adopt the Mitigation Monitoring Program as prepared for this project. 3. Approve Rezoning (2992-RZ and 2993-RZ with the Condition of Approval as recommended by the County -Planning Commission and with attached modifications as recommended by staff. 4. Approve the Findings contained in Resolutions 70-1992 and 71- 1992 as the basisifor the Board's action. 5. Introduce the ordinance giving effect to Rezoning 2992-RZ and 2993-RZ, waive reading and set date for adoption of same. 6. Find the attached development agreements with the modifications as recommended by staff, are consistent with the County General Plan and Dougherty Valley Specific Plan. 7. Introduce the ordinance- giving effect to the preliminary development plans,!' and rezonings 2992-RZ and 2993-RZ, waive reading and set date for adoption of same. 8. Introduce the ordinance giving effect to Development Agreement ,#117 and Development Agreement 1118, waive reading and set date for adoption'. of same. CONTINUED ON ATTACHMENT: X YES SIGNATURE C 4\x/V;n'uti RECOMMENDATION OF COUNTY ADMINISTRATOR RECOMMENDATION OF BOARD COMMITT E APPROVE OTHER SIGNATURE(S) : ACTION OF BOARD ON APPROVED AS RECOMMENDED OTHER VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A UNANIMOUS (ABSENT TRUE AND CORRECT COPY OF AN AYES: NOES:. ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Contact: Debbie Chamberlain - 646-2031 Orig: Community Development Department ATTESTED cc: CAO PHIL BATCHELOR, CLERK OF Public Works THE BOARD OF SUPERVISORS Windemere Ranch Partners AND COUNTY ADMINISTRATOR Shapell Industries _ BY , DEPUTY k 2. 9. Authorize the Director of Community Development to sign and execute the agreements after they have been duly signed by Windmere Ranch Partners and Shapell Industries. 10. Direct staff to file a Notice of Determination with the County Clerk. FISCAL IMPACT None. . BACKGROUND/REASONS FOR RECOMMENDATION The Board of Supervisors on December 22, 1992, certified the Final Environmental Impact Report ("FEIR") , which is a tiered FEIR and addressed policy-level planning decisions, including a general plan amendment, specific plan, rezonings, preliminary development plans and development agreements. The Board further approved the General Plan Amendmeht and Specific Plan. Concurrently, the Board closed the public hearing and continued the rezonings, preliminary development plans and development agreements. Subsequently, lawsuits were filed challenging the validity of the Environmental Impact Report and planning approvals. These items have been continued numerous times to allow settlement discussions to proceed. The rezoning's and preliminary development plans applications as presented, are unchanged from the Planning Commissions recommenda- tion of December 1, 1992 and December 2, 1992. However staff is recommending, Condition of Approval ,#4 be added to ensure that all land, under 'the control of the developer, necessary for master improvements, (e.g. major arterial and arterial road, community park ,creek improvements, etc.. .) be dedicated prior to filing the first final map for any phase. Staff has modified the conditions of approval to reflect this recommendation. The development agreements are presented with minor modifications to reflect (:-1) finalization of the traffic improvement list; (2) Dougherty Vaflley Affordable Housing Program; and (3) additional language to ensure compliance with general.plan growth management standards continuing beyond the current general plan horizon. CONDITIONS OF APPROVAL FOR 2993-RZ (SHAPELL) 1. The Preliminary Development Plan(PDP) application is approved for construction of up to 5,830 residential units and related facilities as detailed in the Dougherty Valley Specific Plan. No further discretionary development entitlement shall be accepted as complete until the conditions of approval for the PDP are satisfied. A. Submit for review and approval of County Planning Commission an infrastruc- ture and services matrix for the Dougherty Valley that is consistent with the Dougherty Valley Specific Plan. This matrix shall describe the phasing and financing of the infrastructure improvements and public services for the Dougherty Valley. This matrix shall be done jointly with 299*2-RZ. However, for the Coyote Creek area, applicant may meet this matrix submittal'bmittal require- ment by providing the matrix for the Coyote Creek area,-'a'long with a conceptual infrastructure and services matrix for the remainder of the Dougherty Valley. This conceptual infrastructure and services matrix must ensure that infrastructure and services are provided in the Coyote Creek area in a manner that will ensure:, (1) consistency with the Dougheirty Valley Specific'Plan, (2)coordination of Coyote Creek infrastructure with infrastructure for the remainder of the Dougherty Valley, and (3) preservation of reasonable options'for providing infrastructure construction and operations and mainte- nance for the remainder of the Dough'erty Valley. At the applicant's expense, the conceptual infrastructure and services matrix shall- be developed by the County and either the applicant or the applicant and the owners of the Windemete property. B. For each Final Development Plan, submit an economic feasibility report and analysis" of all commercial and industrial uses, if any proposed to be located within'the Final Development Plan area under review. C. For each Final Development Plan, feasibility analysis of all public and semi- public recreational and educational areas and facilities proposed to be located within the development, stating anticipated financing, development and maintenance. D. A statement of the stages of development proposed for the entire development. Which indicates the sequence of units and explaining why each unit standing by itself would constitute reasonable and orderly development in relation to the entieb contemplated development.Where it is proposed to file final development plans by units for portions of the area to be covered by the preliminary development plan. This statement should address the phasing for the 250 affordable housing units, the roadway and drainage systems, the.trail and park facilities, the commercial uses and the public services uses (fire, police, schools, library, etc.). E. Grading plan for the entire Shapell site. 2. F. Grading plans for all of the Dougherty Valley. However, for the Coyote Creek area, applicant may meet this requirement by submitting a grading plan for the Coyote Creek area, along with such supplemental information as County may require in order to ensure a comprehensive and coordinated approach to grading and other infrastructure improvements for the Dougherty Valley. G. A colored cut and fill map, accompanied by an analysis, for the entire Dougherty Valley. However, for the Coyote Creek area, applicant may meet this requirement by submitting a colored cut and fill map, accompanied by analysis, for the Coyote Creek area, along with such supplemental information as County may require in order to ensure a comprehensive and coordinated approach to cut and fill for the Dougherty Valley. H. A creek alteration or restoration plan. I. A report on the interim and ultimate service standards for fire, sheriff and emergency services applicable to the entire Dougherty Valley as required by the Specific Plan. J, Phasing plan of public improvements as required by the Specific Plan. K. Circulation plan for all vehicular and pedestrian access. L. A land use density calculation map which superimposes the Preliminary Development Plan on a land use map, which separates land uses according to Figure 5 in the Specific Plan. Density calculation tables shall be provided for each land use district found in the Specific Plan. This-map will be used to determine whether or not the density for each land use category found in Figure 5 of the Specific Plan has been met. M. Within the Final Development Plan area under review, submit schematic drawings indicating the architectural design of all non-residential buildings and structures and all residential buildings having attached units, utilizing zero lot line, cluster or patio techniques of typical designs. 2. Prior to deeming any further discretionary development entitlement complete for processing, within the mixed use/commercial area, the following items shall be provided: A: Elevations of proposed structures for commercial and mixed use areas within the Final Development Plan area under review. B. Elevations of typical proposed. structures for commercial and mixed use areas within the Final Development Plan area under review. 3. 3. Comply with the design requirements as detailed in the "Dougherty Valley Community Design Handbook". 4. Prior to filing the first final map of any phase, Developer shall make an offer of dedication to the County of any lands, under their control, necessary or appropriate for installation of a certain Master Improvements. The Master Improvements are defined as follows: (1) All rights-of-way for all major arterial and arterial as indicated on Figure 8 of the Dougherty Valley Specific Plan. (2) Systems for sewer, potable water, and reclaimed water. (3) Stormwater related hydrologic infrastructure (e.g. storm drain retention and detention basins). (4) Creek Improvements. (5) Community Park. DC/aa Rzlxu2993C.DD 10/26/92 11/16/92 -CPC/SR(d) 12/18/92 3/9/94 CONDITIONS OF APPROVAL FOR 2992-RZ (Windemere) 1. The Preliminary Development Plan(PDP) application is approved for construction of up to 5,170 residential units and related facilities as detailed in the Dougherty Valley Specific Plan. Except as otherwise indicated below, no further discretionary development entitlements shall be accepted as complete until the conditions of approval for the PDP are satisfied. A. Submit for review and approval of the County Planning Commission a infrastructure and services matrix for the Dougherty Valley. This infrastructure and services matrix shall be done jointly with 2993-RZ. B. For each Final Development Plan, submit an economic feasibility report and analysis of all commercial and industrial uses, if any proposed to be located within the Final Development Plan area under review. C. For each Final Development Plan, a feasibility analysis of all public and semi- public recreational and educational areas and facilities proposed to be located within the Final Development Plan area under review, stating anticipated financing, development and maintenance. D. A statement of the stages of development proposed for the entire development is included in the CIP. For each Final Development Plan, developer shall include a statement of how the area's proposed for development standing by itself would constitute reasonable and orderly development in relation*to the entire contemplated development as described in the CIP. This statement should address the phasing for the 25% affordable housing units, the roadway and drainage systems, the trail and park facilities, the commercial uses and the public services uses (fire, police, schools, library, etc.). E.' Grading plan for the entire Windemere site. F. Grading; plans for all of Dougherty Valley, including the Shapell property. G. A colored cut and fill map, accompanied by an analysis, for the entire Dougheity Valley. H. A crdek alteration or restoration plan. 1. A report on the interim and ultimate service standards for fire, sheriff and emergency services applicable to the entire Dougherty Valley as required by the Sp,ecific Plan. J. Phasing, plan of public improvements as required by the Specific Plan. K. Circulation plan for all vehicular and pedestrian access. 2 L. A land use density calculation map which superimposes the Preliminary Development Plan on a land use map, which separates land uses according to Figure. 5 in the Specific Plan. Density calculation tables shall be provided for each land use district found in the Specific Plan. This map will be used to determine whether or not the density for each land use category found in Figure 5 of the Specific Plan has been met. M!. Within the Final Development Plan area under review, submit schematic drawings indicating the architectural design of non-residential buildings and structures and all residential buildings having attached units, utilizing zero lot line, cluster or patio techniques of typical designs. 2. Prior to deeming any further discretionary development entitlement complete for processing within the mixed use/commercial area, the following items shall be provided: A. Elevations of proposed structures for commercial and mixed use areas within the Final Development Plan area under review. B. Elevations of typical proposed structures for commercial and mixed use areas within the Final Development area under review. 3. Comply with the design guidelines as detailed in the "Dougherty Valley Community Design Handbook". 4. Prior to filing the first final map of any phase, Developer shall make an offer of dedication to the County of any lands, under their control, necessary or appropriate for installation of a certain Master Improvements. The Master Improvements are defined as follows: (1) All rights-of-way for all major arterial and arterial as indicated on Figure 8 of the Dougherty Valley Specific Plan. (2) Systems for sewer, potable water, and reclaimed water. (3) Stormwater related hydrologic' infrastructure (e.g. storm drain retention and detention basins). (4) Creek Improvements. (5) Community Park. DC/aa RZXIX/2992C.DC 10/26/92 11/4/92-CPC/SR (a) 11/16/92-CPC/SR(d) 11/18/92 - 3/9/94 ORDINANCE NO. 94- Shapell Industries, Inc. Development Agreement Page I of 2 WHEN RECORDED RETURN TO CLERK, BOARD OF SUPERVISORS The Board of ,Supervisors of the County of Contra Costa 1. 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, Inc. relating to the development project known as The Dougherty Valley General Plan Amendment, Specific Plan and Rel&ted Projects (the "Development Agreement") , which is attached as Exhibit A and hereby incorporated into this ordinance for all purposes by this reference, has been found by the -County Zoning Administrator to be adequate for approval, and is consistent with the County's General 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) . The Board hereby further finds that the underlying development project to which the '.Development Agreement relates was subject to full and proper environmental review under CEQA, resulting in the certification of an EIR (December _, 1992) , preparation df an Addendum to the EIR, and consideration of the EIR and the Addendum (March _, 1994) , which review encompassed the Development Agreement. Section II . jAporoval . Pursuant to 'the authorization provided in sections 65864 et seq. of the Government Code of the State of "California, the Board hereby approves the Development Agreement. The Board hereby authorizes the Director of Community Development to execute the Development Agreement on (behalf of the County and to post a notice of determinatioh pursuant to Section 21152 of the California Public Resources Code regarding this approval. Section III. . Severability. If any section, subsection, subdivision, 'p—aragraph, sentence, clause or phrase of this Ordinance is -for any reason held to be unconstitutional or invalid, such a decision shall not affect the validity of the remaining, portions of this Ordinance. The Board hereby declares that. it would have- passed each section, subsection, subdivision, .*.paragraph, sentence, clause or phrase of this Ordinance irrespective of the unconstitutionality or invalidity of any section, subsection, subdivision, paragraph, sentence, clause or phrase. Section 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 (collectively referred to as "Third Party") to attack, review, interpret, set aside, void, or annul all or any part of the Development Agreement or the decision of the County of Contra Costa to approve and execute the Development Agreement, unless the Action is commenced and service made on the County of Contra Costa within 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. PASSED and ADOPTED on 1994 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: PHIL BATCHELOR, Clerk of the Board of Supervisors and!� County Administrator By. � Deputy Board Chair Date: 2 166326[16769/71- ORDINANCE NO. 94- Windemere Ranch Partners Development Agreement Page I of 2 WHEN RECORDED RETURN TO CLERK, I BOARD OF SUPERVISORS The Board of Supervisors of the County of Contra Costa ordains as f6llows: Section I . Findings. The Board hereby finds that the provisions of that certain development agreement by and between the County of Contra Costa and Windemere- Ranch Partners relAting to the development project known as. The Dougherty Valley General Plan Amendment, Specific Plan and Related Projects (the "Development Agreement") , which is attached as Exhibit A and hereby incorporated into this Ordinance for all purposes by this reference, has been found by the County Zoning Administrator to be adequate for approval, and is consistent with the County's General 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) . The Board hereby further finds that the underlying development project to which thekDevelopment Agreement relates was subject to full and proper environmental review under CEQA, resulting in the certification of an EIR (December _, 1992) , preparation of an Addendum to the EIR, and consideration of the EIR and the Addendum (March _, 1994) , which review encompassed the Development Agreement.. Section II . Approval . Pursuant to the authorization provided -in sections 65864 et seq. of the Government Code of the State of '.California, the Board hereby approves the Development Agreement. The Board hereby authorizes the Director of Community Development to execute the Development Agreement on*behalf of the County and to post a notice of determination pursuant to Section 21152 of the California Public Resources Code regarding this approval. Section III . 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 1 -: Ordinance 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 (collectively referred to as "Third Party") to attack, review, interpret, set aside, void, or annul all or any part of the Development Agreement or the decision of the County of Contra Costa to approve and execute the Development Agreement, unless the Action is commenced and service made on the County of Contra Costa within 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. PASSED and ADOPTED on 1994 by the following vote: AYES: NOES: ABSENT: ABSTAIN: ATTEST: PHIL BATCHELOR, Clerk of the Board of Supervisors ands County Administrator By.,: Deputy Board Chair Date: 2 166327[16769/7] RESOLUTION 70-1992 RESOLUTION OF THE COUNTY PLANNING COMMISSION OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, REGARDING PROCESSING OF PRELIMINARY DEVELOP- MENT PLAN AND REZONING APPLICATION 2993-RZ (SHAPELL INDUSTRIES - APPLICANT AND OWNER) FOR A 5,830 UNIT RESIDENTIAL DEVELOPMENT PROPOSAL, INCLUDING RETAIL, OFFICE AND COMMUNITY SERVICE USES IN THE SAN RAMON AREA. WHEREAS, on July 24, 1992 an application was filed with the Community Development Department pertaining to approximately 2,700 acres within the Draft Dougherty Valley Specific Plan Area seeking to rezone the site from Agricultural District (A-80) to Planned Unit District (P-1) and Preliminary Development Plan; and WHEREAS, pursuant to County Ordinance Code Section 84-66.1006 the Director of. Community Development, in a letter dated October 21, 1992 to the applicant, waived certain requirements of County Ordinance Code Section 84-66.1006(4) and accepted the application as complete for processing; and WHEREAS, staff determined that the proposed rezoning and Preliminary Development Plan is. consistent with the project description in the Dougherty Valley Specific Plan Final Environ- mental Impact Report, and adequately addressed impacts of the proposed rezoning and preliminary development plan; and WHEREAS,on November 6, 1992 the County Zoning Administrator recommended certification of the Final Environmental Impact Report, and the County Planning Commission reviewed and considered the Final Environmental Impact Report prior to their recommendation; and WHEREAS, after notice was lawfully given, on November 4, 1992 the County Planning Commission and the San Ramon Valley Regional Planning Commission, in a joint hearing, conducted a public hearing of County File 2993-RZ, whereat all persons interested might appear and be heard; and WHEREAS, the County Planning Commission and the San Ramon Valley Regional Planning Commission continued the matter to November 12, 1992 for a study session to consider traffic issues related to the rezoning and preliminary development plan, and subsequently continued the public hearing to November 17, 1992; and. WHEREAS,the County Planning Commission on November 17, 1992 closed the public hearing and continued the matter to November 24, 1992 and subsequently to December 1, 1992; and WHEREAS, the County Planing Commission having fully reviewed,,considered and evaluated all the testimony and evidence submitted in this matter; and 2. NOW, THEREFORE, BE IT RESOLVED that the County Planning Commission recommends to the Board!of Supervisors: ADOPT the requested rezoning. of the. site from: A-80 to P-1 and. preliminary development plan approval with modifications and-additions from the recommended Conditions of Approval from the December 1, 1992 staff report: 1 a,. Submit for review and approval: of County -Planning Commission a Capital Improvement Program detailing;the phasing.and financing of the infrastructure improvements for Dougherty Valley. This CIP-shall.be done jointly with 2992- RZ 1 n. Within the Final Development Plan area under review, submit written demons- tration of the project's consistency with the County Growth Management Element of the General Plan. 10:. Within the Final Development Plan area under review, submit written demon- stration of compliance with General Plan Policies 7-12 and 7-13. BE IT FURTHER RESOLVED that the County Planing Commission's reasons are as follows: The development is a large-scale integrated development.which provides a cohesive design in harmony with the surrounding: area and demonstrates compliance with the Growth Management Element of the General Plan. The applicant has indicated that it intends to commence construction within two and one-half years of the effective date of the rezoning and preliminary development plan approval. The project is consistent with the County General Plan as would be amended by the 1992 Draft Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan which plan designate this site for residential and commercial uses, substantial open space, retail, offices and community service uses. The project will constitute a residential environment of sustained desirability, and will be,in harmony with the character of the nearby community. The project density is in accord with the 1992 Draft Dougherty Valley General Plan Amendment for this area. The project will provide approximately 1,300 acres of open space and parks, approximately 26 acres of non-residential uses, and approximately 40 acres of public/semi-public uses. The project provides adequate commercial facilities to support the residential, development. Such facilities will not create an impact on roadway systems because of the implementation of mitigation measures as detailed in the Final Environmental _ Impact Report. The design of commercial facilities will be reviewed under Final 3. Development Pian applications for said areas to ensure that traffic congestion will be obviated.by the:proposed-facilities and that proposed facilities fit harmoniously into and will have no adverse effects upon the adjacent or surrounding developments. The long-term buildout of the project justifies exceptions from the normal applications of this code to; allow for flexibility and the ability to respond to changing planning needs over time. The instruction by the,.County Planning Commission to prepare this resotution was given by motion of the Commission on Tuesday, December 1, 1992, by the following vote: AYES: Commissioners - Clark, Accornero, Gaddis, Terrell. NOES: Commissioners - Frakes, Sakai. ABSENT: Commissioners - None. ABSTAIN: Commissioners - Wallace D. Woo. ATTEST: �/� Harvey E. Bragdon, Secretary to the Planning Commission, Contra Costa County, State of California LTRI/2993-RZ.Res Resolution No. 71-1992 RESOLUTION OF THE PLANNING COMMISSION OF THE COUNTY' OF CONTRA COSTA, STATE OF CALIFORNIA, REGARDING PROCESSING OF PRELIMINARY DEVELOPMENT PLAN AND REZONING APPLICATION 2992-RZ (WINDEMERE RANCH PARTNERS (APPLICANT & OWNER) ,, FOR A 5,170 RESIDENTIAL UNIT DEVELOP- MENT, INCLUDING RETAIL, OFFICE AND COMMUNITY SERVICE USES PROPOSAL IN THE SAN RAMON AREA OF SAID COUNTY. WHEREAS, on July 29,1992, an application was filed with the Community Development Department pertaining to approximately 2,400 acres within the Draft Dougherty Valley Specific Plan Area seeking to rezone the site from Agricultural District (A-80) to Planned Unit District (P-1) and Preliminary Development Plati; and WHEREAS, pursuant to County Ordinance Code Section 84-66.1006,' the Director of Planning, in a letter dated October 24, 1992 to the applicant, waived certain requirements of County Ordinance Code Section 84-66.1006(4) and accepted the application as complete for processing; and WHEREAS, staff determined that the proposed rezoning and Preliminary Development Plan is consistent with the project description in the Dougherty Valley Specific Plan Final Environmental Impact Report, and adequately addressed impacts of the proposed rezoning and preliminary development plan; and WHEREAS, on November 6, 1992, the County Zoning Administrator recommended certification of the Final Environmental Impact Report, and the County Planning Commission reviewed and considered the Final Environmental Impact Report prior to their recommendation; and WHEREAS, after notice was lawfully given, on November 4, 1992, the County Planning Commission and the San Ramon Valley Regional Planning Commission, in a joint hearing, conducted a public hearing of County File 12992-RZ, whereat all persons interested might appear and be heard; and WHEREAS, the County Planning Commission and the San Ramon Valley Regional Planning Commission CONTINUED the matter to November 12, 1992, for a Study Session to consider traffic issues related to the rezoning and preliminary development plan and sub- sequently CONTINUED the public hearing to November 17, 1992; and WHEREAS, the County Planning Commission on November 17, 1992 CLOSED the public hearing and CONTINUED the matter to November 24, 1992 and subsequently to December 1, 1992; and WHEREAS, the County Planning Commission having fully reviewed, considered and evaluated all the testimony and evidence submitted in 'this matter; and NOW, THEREFORE, BE IT RESOLVED that the County Planning Commission -2- recommends to the Board of Supervisors: ADOPT the requested rezoning of the site from A-80' to P-1 and preliminary development plan approval with modifications and additions from the recommended Conditions of Approval from the December 1, 1992 Staff Report. la. Submit for review and approval to the County Planning Commission a Capital Improvement Program detailing the phasing and financing of the infrastructure improvements for Dougherty Valley. This CIP shall bq done jointly with 2993-RZ. in. Within the Final Development Plan area under review, sub- mit written demonstration of the project's consistency with the County Growth Management Element of the General . Plan. lo.. Within the Final Development Plan area under review, submit written demonstration of compliance with General Plan Policies 7-12 and 7-13. BE IT FURTHER RESOLVED that the County Planning Commission's reasons are as follows: - The development is a large-scale integrated development which provides a cohesive design in harmony with the surrounding area and demonstrates compliance with the Growth Management Element of the General Plan. - The applicant has indicated that he intends to commence construction within two and one-half years of the effective date of the rezoning and preliminary development plan approval. - The project is consistent with the County General Plan as would be amended by the 1992 Draft Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan which plans designate this site for residential and commercial uses, substantial open space, retail, office and community service uses. The project will constitute a residential environment of sustained desirability and . will be in harmony with the character of the nearby community. The project density is in accord with the 1992 Draft Dougherty Valley General Plan Amend- ment for this area. The project will provide approximately 1,100. acres of open space and parks, approximately 22 acres of non-residential uses and approximately 100 acres of public/semi-public usss. -3- The project provides adequate commercial facilities to support the residential development. Such facilities will not create an impact on roadway systems because of the implementation of mitigation :measures as detailed in the Final Environmental Impact Report. The design of commercial facilities will be reviewed under Final Development Plan applications for said areas to ensure that traffic congestion will be obviated by the proposed facilities and that proposed facilities fit harmoniously into and will have no adverse effects upon the adjacent or surrounding developments. The long-term buildout of the project justifies exceptions from the normal applications of this code to allow for flexibility and the ability to respond to changing planning needs over time. The instruction by the County Planning Commission to prepare this resolution was given by motion of the Commission on Tuesday, December 1 , 1992, by the following vote: AYES: Commissioners - Clark, Accornero, Gaddis, Terrell. NOES: Commissioners - Frakes, Sakai. ABSENT: Commissioners - None. ABSTAIN: Commissioners - Wallace D. Woo. Marvin J. ' Terrell Chairman of the Planning Commission, Contra Costa County, State of California. ATTEST: /arvey E. Bragdon, Secretary of the Planning Commission, Contra Costa County - State of' California. Findings Map. T T T A.80 ccc + *A-80' e•an '' h •' Rezone From -SO ToI'V-1_ Awl Oti Area �. Ago W Tc jZ,Q-E LL- Chair of the Contra Costa County Planning Commission, State of California, do hereby certify that this is a true and correct copy of�c��s. 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NIAP,t)til T_ Q, t_t- Chair of the Contra Costa County Planning Commission, State of California, do hereby certify that this is a true and correct copy of ae.,ym V-1,; -0 indicating t•ereon the decision of the Contra Costa County Planning Commission in the matter of '-V A P'- L -'Fr3my-M" i Chair of the Contra Costa County Planning Commission,State of California ATTE tory o ontra Costa County Planning CafmAsion, State of Calif. �AG� 7 of Q' �iJ, :�:..is f4..+}�+,�Y.i(+ rt" $Si:• }')�' !{.jJ:}'}�Sf.�.p v f�,�+:Y -:+.hii:�� f, ■ 'tl':•¢{;'nOf'ti::/'��\'f�.fn.i:3;y'{fn u;4' Y.Yl$'•.�:;.;...'i.:ti::::: .: ��::%r£:SyF:yi'rs�;�,�,;3%S>i�:S4.'r';;:.5'v ,l^:::.'�:t;5u`,::3:':.�;;;r•�ti;::;;:j3Jilf„+^a'�,}.s,��.Ss'°Pi;3�':!s: NNW S:;fi^:'e'„?'r,.n:^:,E•4 S::'f�4?;¢,?:.KY+.`•Y.$.v f� 5;SY'..,Sl'_ <'•4 J sY'•,'iG"y J.,N" '3,':.�:�i':;ti. ',i:;9.,.��,.i::5 x;�x$�*.tsf'titi. r:.y N,,Yc'{t;Yl;":y:':,S,i3 E:;?::c#�y ��:yt�'�" ":;;a'`3E��:..,a•3{'r;,�#�S>�;`�"`1'y;3�'#',�'��'<:°}^:;;y; _"t>:>i "�•^�s::'t;L,�"„'��,:?<;`:S.�r�:E;#:�,ers,�.'4'•t'�'a`''::�`:. l•r . . 'P Findings Map •.'.ax`s%.,.,. ."'x' �;C' { & `h{ 'x aa-0. ;"'i.n"'' "• £._:,f. �' »e:' ;yd; ^b'.'9'• i :::, t Z. Rezone From,A-SD To Area 1, Chair of the Contra Costa County PIa ning Commission, State of California, do hereby certify that this is a true and:correct copy of ' SES W-. :, U�L7rT t'1�-�.2 i•t�IQ It-1•4C Ul-MMj- lit-t4u,. 017=4M 615 LA • 14: . •indicating• hereon the decision of the Contra Costa County Panning Commission' in the matter of, 1k PC LA, 11012US-rryi S S 4A4 3 ='eZ Chair of the Contra Costa County ' Planning Commission,State of California ATT S tary of ontra Costa County c Planning Commi ion, State of Calif. ?A&rE 1 cF fv i A � Findings Map - :. w g5 w .. xsAr. Y, x Ip Rezone From:B;DTo _1 'GaKIf 2AM W.�Area _ F e i, �Vi TSE 2Q"E ss:. Chair of the Contra Costa County Pla ping Cormmission, State of Cal ia, do hereby certify that this is artrue and correct copy of jj%,rsS 1oj-!'7T-. K "- •1••_ 1, I -IFA -.Ir�Ird it -t'K %A)-ILMI IA I -to u. 09 LA '+ t indicating Wereon the e decision of the Contra Costa County Planning Commission in the matter of W4?m a-%- Chair of the Contra Costa County Planning Commission,State of California ATTE 4=of' e ntra Costa County Pt nning C i on, State of Calf. '?A&PE 2OF tea Finding's. Map. r ryy M1..y�y.v.t.•;�'?,.".:.:^..,a�e',ii'�.�:.i::.:..:s.i'St.t .?£: �^,v: —_ _'?.�� £`i..,X.,:�':..nh::'",.•°t'�"h%:"y .... '.fax.x'.v.,.,r:+'tY�,`vr �1 �a Aa.. — .A l ., '::+•:Sa:"',.;'1:h ...:i''.:ate:;.,. .:,,,y,ry{,�;4 ".,:ygy' s. j ,SUI.y,�.'b'>'<:.::: '•:".:::tAyM: �i'$',^k,.'a"-:.":`�"a's�_�,'S'�- M `;. rah v�' .':.:• �•.:' �.'. fi 1'�y rte;•:: a.�......�y�x:` .•..^ C' OW`•# 33�'y!":. y:;:xE� ;-r�5£w :';f,.;y=::� '".e''a aogx :.;,.:A. �. Rezone From} To?-L � � Area AMILIJIA :19003Ix t , _Chair of the Contra Costa County Pla ning Commission, State of California, do hereby certify that this is a true and correct copy..of. f�E W. t•�-�� U40- 31 -151 UL•t W ii—:�ta'...L._C1F indicating thereon the decision of the Contra Costa—County Inning Commission in the matter of 1-6Q� c•tn. Chair of the Contra Costa County Planning Commission,State of California ATTE T ry o Contra Costo County Planning Commission, State of Calif. ?A&&rE Findings Map ,>t:�• gknt� 6. Rr Y'. ykMr S: !:.,,tri.:.M�.` ... ,}� .Y..�'.t. ..••�:$Y'3`:�^:r�.`��. r% �+�'{�t.�':j. ,Y,: ,�, x;' r::''.: �r:7�;�'�:..`.•,'•„•:yy':.. r.wa s�,':4h'S•� � •••,r::t'..,�;, _ +m>`:�� 'i..J:•i, tiYa..ry.. s�.�,L,�a .fi:.,.. � �. �•v�:.� — . �•��',, r`''�:�'�! ^'.:' .!',riv'::�;;r,�,s:"4`.', M1".,�'�NN�� :'3:,.. •� d:v J�.s€¢� ;.,. ,.��'•y�4 �e";R':. ... ',r.::.^:$ ^ate,';.:.`;��"�.� � tr s ua�+r. `''� .`:`„.. t y kFa�ftktV:: "*.�,3.:,,:� t:'i:'v'v'�' .:}�a • � > '..':`5::...hg:�,,,n:��rk::* _ x=.. ' ice• .S�t yt^'�:rvigti':: i#�J:Y�b+E •,{i:".� `v"i:r;��':r.y�,:. Y.�..',4 .'.i � �,m sit �€ 'v ,....�,.��" {�" • Rezone FromTo �1 -1 - �:2�6 .; t� Area 1, NMILI)14 -r-a,-MLA- Chair of the Contra Costa County Fla niinng� Commission, State of Caiifor'ia, do hereby certify that this is a true and correct copy of 14hir„SS W- In Lai_ U-13," I I -!I S^11-I'a X-!SL U I-1&M tl I -1�., 017-13,11M 1Q indicating -ereon the decision of the Contra Costa County Planning Commission in the matter of Chair of the Contra Costa County Planning Commission,State of California ATTE tary of thf Contra Costa County Planning Commission, State of Calif. Findings • !yt,�:%:1•`1♦,,,�-•'.:i: i��1�i •moi ♦�: Rezone From A,SD TO 9-1 Area Chair of the Contra Costa County Plahning Commission, State of Colifo;;ia, do hereby certify that this is a true and correct copy of W Uj-,,K , ♦ ��•ye.v• ice. .y+v .� A.A ,��IIS�►♦�•I•�,,�+►, ��I..•��,� ,�`.� •�� \�'��N••�I•,�•a f,�•�•�, ,,�, .:�.•••, %i��.� I�.�••�aim�•••�•�?••�•• ••t��,`';/ \L% iiiii jam•�i2•��„�•••, � ••�• ��iiiiiii.�•..u► i�4�•••,p• •,.•Qin ••,��• uy '� �i i\� 'i' � •. Or ■ L • ..P tindicating thereon the decision of the Contra Costa County Planning Commission in the matter of ,• . ► / ■!A 4A4 ap V2- Chair of • • r. County Planning Commission,State ��!!�f4Contra • 0 Findings Map .r n A-80 = _ keo Rezone From A -W To Area 1, Q,U1 -pg V-"I- Chair of the Contra Costa County Pla n� fom rmmission, State of Ca iia, do hereby certify that this is o'true and correct copy of �►7TLl Sc�U -IQ u I-t G M. JAI -law O v-r r- 1 indicating th6reon the e decision of the Contra Costa County Planning Commission in the matter of 4A4 5P Chair of the Contra Costa County Planning Commission,State of California ATT T ry of a ontra Costa County Planning Comini ion, State of Calif. t�AC9 jE (p 4s F b THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopts this Order on March _, 1994, by the following vote : AYES: NOES: ABSTAIN: SUBJECT: In -the Matter of Shapell ) RESOLUTION NO. Industries Application for ) Rezoning and Approval of ) Preliminary Development Plan ) The Board of Supervisors of the County of Contra Costa County RESOLVES as follows: This Board adopted the Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan on December 22, 1992, by Resolution Nos. 92/866 and 92/867. These approvals were the subject of an environmental impact report ("EIR") . On December 22, 1992, by Resolution No: 92/864, which resolution is incorporated herein by reference, this Board certified the EIR and adopted CEQA Findings and Resolutions Related to Approval of the Dougherty Valley General Plan Amendment and Specific Plan, and on March 15, 1994, by Resolution No. . , which resolution is incorporated herein by reference, ,this Board considered the EIR and an Addendum to the EIR and adopted CEQA Findings and Resolutions Related to Approval of the Preliminary Development Plans and the Development Agreements ("CEQA Findings") . There is filed with the Clerk of this Board an application pertaining to approximately 2, 700 acres within the planning area of the Dougherty Valley Specific Plan, seeking to rezone the site from Agricultural District (A-80.). to Planned Unit District (P-1) and requesting the adoption of the Preliminary Development Plan. This application, 1 166329[16769/7] together with the Dougherty Valley General Plan Amendment and Specific, Plan, were the subject of duly noticed public hearings bythe County Zoning Administrator, the County Planning Commission, the San Ramon Valley Regional Planning Commission and this Board, as more fully set forth in the CEQA Findings. . On December 1, 1992, the County Planning Commission adopted Resolution No. 70-1992, irecommending that this Board adopt the requested rezoning and Preliminary Development Plans, with 'recommended conditions of approval . On December 15, 1992, this Board directed staff to incorporate pertain minor modifications into the development to address issues raised by the County Planning Commission, staff reports of November 16, 1992, November 22, 1992, and December 1, 1992, and the San Ramon Valley regional Planning Commission. Having considered the EIR, the Addendum, oral and written public testimony, and other evidence before the Board, and based on findings in Resolution 70-1992 by the Planning Commission and the CEQA Findings adopted by Resolution Nbs. 92/864 and 94/_ of this Board, the Board is satisfied,, that: A. � The development is a large-scale integrated development which provides a cohesive design in harmony with the surrounding area and demonstrates compliance with the Growth Management Element of the General Plan. The mitigation measures imposed as Condition of Approval will ensure that the Project meets service performance standards established in the General Plan, the Dougherty Valley Specific Plain and County Code. B. , The applicant has indicated that it intends to commence construction within two and one-half years of the effective date of the rezoning and preliminary development plan approval. C. ; The project is consistent with the County General Plan, as amended by the 1992 Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan, which designate this site for residential and commercial uses, substantial open space, retail, offices and community service uses: D. The project will constitute a residential environment of sustained desirability and stability, and will be in harmony with the character of the nearby 2 166329EI6769/71 .;community. The project density is in accord with the 1992 Dougherty Valley General Plan Amendment and Specific Plan for this area. E. - The project will provide approximately 1, 300 acres of -open space and parks, approximately 26 acres of non-residential uses, and approximately 40 acres of .of uses. F. The project provides adequate commercial facilities to support the residential development. Such facii.ities will not create an impact on roadway systems be of the implementation of mitigation measuires as described in the Final Environmental Impact Report and the Addendum. The design of commercial facilities will be reviewed under Final Development Plan applications for said areas to ensure that traffic congestion will be obviated by presently projected improvements; and by demonstrable provisions in the Preliminary Development Plan for proper entrances and exits; and by internal provision for traffic and parking. Also, such review will ensure that the proposed commercial facilities will be an attractive and efficient center and fit harmoniously into and will have no adverse effects upon the adjacent or surrounding developments. G. Overall, the project represents a harmonious, integrated plan whose long-term buildout justifies exceptions from the normal applications of the County Code to allow for flexibility and the ability to respond to changing planning needs over time. Being satisfied of the foregoing matters, this Board on this date has by Ordinance- No. amended the Zoning Map to rezone the project site from Agricultural District (A-80) to Planned Unit District (P-1) . NOW, THEREFORE, BE IT RESOLVED that this Board hereby adopts the Preliminary Development Plan, subject to the conditions attached hereto as Exhibit Otig.` Dept. : Director of Community Development -cc: County Administrator Director of Growth Management and Economic Development Agency County Counsel 3 166329[16769/7] THE- BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, 'CALIFORNIA Adopts this Order on March _, 1994, by the following vote: AYES: NOES: ABSTAIN: SUBJECT: In the Matter of' Windemere ) RESOLUTION NO. Ranch Partners ' Application for ) Rezoning and Approval of ) Preliminary Development Plan ) The Board of Supervisors of the County of Contra Costa County RESOLVES as follows: This Board adopted the Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan on December 22, 1992, by Resolution Nos. 92/866 and 92/867. These approvals were the subject of an environmental impact report ("EIR") . On December 22, 1992, by Resolution No. 92/864, which resolution is incorporated herein by reference, this Board certified the EIR and adopted CEQA Findings and Resolutions Related to Approval of the Dougherty Valley General Plan Amendment and Specific Plan, and. onMarch 15, 1994, by Resolution No. , which resolution is incorporated herein by reference, ' this Board considered the EIR and an Addendum to the EIR and adopted CEQA Findings and Resolutions Related to Approval of the Preliminary Development Plans and the Development Agreements ("CEQA Findings") . There is filed with the Clerk of this Board an application pertaining to approximately 2,400 acres within the planning area of the Dougherty Valley Specific Plan, seeking to rezone the site from Agricultural District (A-80) to Planned Unit District (P-1) and requesting the adoption of the Preliminary Development Plan. This application, 1 166711[16769/7] ,;.together with the Dougherty Valley General Plan Amendment and SpecifictPlan, were the subject of duly noticed public hearings by t6he County Zoning Administrator, the County Planning Comrdission, the San Ramon Valley Regional Planning Commission and this Board, as more fully set forth in the CEQA Findings. . On December 1, 1992, the County Planning Commission adopted Resolution No. 70-1992, recommending that this Board adopt the requested rezoning and Preliminary Development Plans, with recommended conditions of approval. On December 15, 1992, this Board directdd staff to incorporate certain minor modifications into the development to address issues raised by the County Planning Commission, staff reports of November 16, 1992, November 22, 1992, and December 1, 1992, and the San Ramon Valley regional -Planning Commission. Having considered the EIR, the Addendum, oral and written public testimony, and other evidence before the Board, and based on findings in Resolution 70-1992 by the Planning Commission and the CEQA Findings adopted by Resolution Nos. 92/864 and 94/ of this Board, the Board is satisfied 'that: A. The development is a large-scale integrated development Which provides a cohesive design in harmony with the surrounding area and demonstrates compliance with the Growth Management Element of the General Plan. The mitigation measuresimposedas Condition of Approval will ensure that the Project meets service performance standards established in the General Plan, the Dougherty valley Specific Plazi. and County Code. B. The applicant has indicated that it intends to commence construction within two and one-half years of the effective date of the rezoning and preliminary development plan approval. C. The project is consistent with the County General Plan .as amended by the 1992 Dougherty Valley General Plan Amendment and the Dougherty Valley Specific Plan, which designate this site for residential and commercial uses, substantial open space, retail, offices and community service uses. D. The project will constitute a residential environment of sustained desirability and stability, and will be in harmony with the character of the nearby 2 166711[16769/7) community. The project density is in accord with the 1992 Dougherty Valley General Plan Amendment and Specific Plan forthis. area. E. The project will provide approximately 1, 40:0 acres of .open space and parks, approximately 22 acres of non-residential uses, and approximately 98 acres of public/semi-public uses. F'. The project provides adequate commercial facilities to support the residential development . Such facilities will not create an impact on roadway systems because of the implementation of mitigation measures as described in the Final Environmental Impact Report and the Addendum. The design of commercial facilities will be reviewed under Final Development Plan applications for said area's to ensure that traffic congestion will be obviated by presently projected improvements; and by demonstrable provisions in the Preliminary Development Plan for proper entrances and exits; and by internal provision for traffic and parking. Also, such review will ensure that the proposed commercial facilities will be an attractive and efficient center and fit harmoniously into and will have no adverse effects upon the adjacent or surrounding developments. G. Overall, the project represents a harmonious, integrated plan whose long-term buildout justifies exceptions from the normal applications of the County Code to allow for flexibility and the ability to respond to changing planning needs over time. Being satisfied of the foregoing matters, this Board on this date has by Ordinance No. amended the Zoning Map to rezone the project site from Agricultural District (A-80) to Planned Unit District (P-1) . NOW, THEREFORE, BE IT RESOLVED that this Board hereby adopts the Preliminary Development Plan, subject to the ':conditions attached hereto as Exhibit Orig. Dept. : Director of Community Development cc: ! County Administrator Director of Growth Management and Economic Development Agency County Counsel 3 166711[16769/7] ORDINANCE NO. . (Re-Zoning Land in the San Ramon Area) The Contra Costa County Board of Supervisors ordains as follows: V-19, V-20, W-20, X-18. SECTION h Page s W-19m, Z_19m of the County's 1978 Zoning Map (Ord. No. 78-93) is amended by re-zoning the land in the above area shown shaded on the map(s) attached hereto and incorporated herein (see also Community Development Department File No. 2992-RZ } FROM: Land Use District A-80 ( Exclusive Agricultural ) TO: Land Use District P-1 { Planned Unit Development } as described in the Preliminary Development Plan and related conditions of approval in File 2992- RZ in the Community Development Department, which Plan is incorporated herein by this ' reference, and the Community Development Director shall change the Zoning Map accordingly, pursuant to Ordinance Code\Sec. 84-2.003. SECTION It. EFFECTIVE DATE. This ordinance beconies effective 30 days after passage; and within 15 days of passage shall be published once with the names of Supervisors voting for and against it in the , a newspaper published in this County. PASSED on by the following vote: Supervisar Aye No Absent Abstain I. T.iLpmm 2. J.Smith 3. O.Bishop { ) { ) { } t ) 4. S.W.Me"k { } { ) t } { ) S. T.Todaboa { ) t } { } ( } ATTEST: Phil Batchelor, County Administrator and Clerk of the Bond of Supervisors Chairman of the Hoard By Dep. (SEAL) ORDINANCE NO. 2992-RZ Foreman Page One of Five A A 80 -80 ! 4 • +c;}r:??iku',`.'r'}-"' >*X:A�,�'^^ _;'�, �- . :y• k^r': :},.,''xrS': r.,,ry•n:r.rr; a. •.M.�., '�i Yx''"'�,s.}}} .Y::,2:x�?:f :}5.4`Y,#•3.w -$'S:+F i;' %"+.'..T+•q':is}:v,- SRI`* ^ 5}`r.: {,r.}._ y;:��! Alids�'is:bVru;.,,:�r`. s?" +:yid ? axisy...t+:v.';�'.c�' fytl"}.vt nY� L.r:..•.tr ti.i.�.::?v+f;}^:.+ .f":':'f:'+.+�'f �`f` v-.rti}M1',.•r`}:.. {O' �' f. �.n{/...x.}..'{...: •$'�)?''� N^'i'" : Page V-19 of the County's 1978 Zoning Map 2992-RZ k rx •ktvJA{L`Y+4 'r 'r w.�� :i,yr�.:sr wf.M. , f}� ,-}'�n .•V .�ff�'r'f','u.`.: ? kc^4} k k , r'•"r ie Ya^? � v� ' �' �� 1c} '.' r., .,'sk'�f<5�.„ •x.55 x `,c�'""��kk'`�k" :�''�w`s: v,c..�}ata..r'ot^hr. s;Ysr. .4rr'4y'.'''.c;.• ''•firs• r:..... <.f v r• fir„ .`.'..c'?' ,'`A-� '. ,. ?''h',.' � #:-:fk's � :k ,rf „r:S,: %�rMi}.,�,•t it rk,Aa r..#>i•'"� }}��cc+.r.:,•�{. �*^+. ,; d"M' mom+ .;k;$x�l'., ari;�.'?t'?:::;;� x�'5�. �S.K 'XW`Y',.:.y:�tr' +P. £`' n x •jx. "�.R?ri;r+.•.'F� f'4YlY'.'h't-. Page W-19m of the County's 1978 Zoning Map 2992-RZ Page Two of Five 2992-RZ Foreman A•40 A-2 k80 �AlB9� + ,+ A•80 A•40 + + + A•2 RD� + A.80 + + «� + �. L A•80 -�a-2 C ` A-20 A•80 A 8u A•2 Page V-20 of the County's 1978 Zoning Map 2992-RZ .. A2 + + + + A A•80 A•80 A80• + A.2 Page W-20 of the County's 1978 Zoning Map 2992-RZ 2992-RZ Foreman Page Three of Five r A.80 , - •A•80 • t A-80 g A-80 0 1F: - A-80 Page X=18 of the County's 1978 Zoning Map 2992-RZ A•80 Page Z-19m of the County's 1978 Zoning Map 2992-RZ 2992-RZ Foreman Page Four of Five ::riyn}"� x�,+{H ...:y iij•.4 :�•:.: �; .;:n v��y�. .. +� ...•.. _ .: "�:N:.v IRMi' af: ..}ii y0 '$'.'}- `:W :Y:-�{t i%fw' w+0i;$fi'�:-.:v5:}!:nr'�r,"iAX:Tiu +4,�'C .A�{,•^":":^Mxxxt� :�:'+. 'u•.'t;.^:+y'c$Yif my%+':"�+ `}�}':� 2u�'y+ii n:::"�n.+:i:iu i. v.}sv,C..:,:,� tt% x -Y'i'v7i :i�"�-}h`iv:??:{:.w,:. '�n�gry+r�,: xnik::`+. -.t,.V ::Y�:'.+.},:;sxii:: •'f:h^" 'fit: a}:{:�;'-:.-"' :�.,h�t¢.£�-.'i-.%% ..�:x R%`� •:y} y, .. '=�i;' ''',st::at,�.;3}�{+,,�•.`�'p�',{:;r. is e#t. ",'+.i:.".o;'�o's`:::�;`w;. n':4•:s"z,:';•;.{'---�+':-':..:a'YN",:.:.v ux ,, •' R:.� v?5��` .?-x. zw: 7t a:tix .. <f,�t�.:..:...•Y•' w"k'.r. �Y� L.' 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No. 73-93) is amended by re-zoning the land in the above area shown shaded on the maps) attached hereto and incorporated herein (see also Community Development Department File No. 2993-RZ ) FROM: Land Use District A-80 t Exclusive Agricultural ) TO: Land Use District P-1 ( Planned Unit Development ) as described in the Preliminary Development Plan and related conditions of approval in File 2993- RZ in the Community Development Department, which Plan is incorporated herein by this reference, and the Community Development Director shall change the Zoning Map accordingly, pumiant to Ordinance Code 1Sec. 84-2.003. SEC370N II. EFFECTIVE DATE. This ordinance becomes effective 30 days after passage, and within 15 days of passage shall be published once with the names of supervisors voting 'for and against it in the a newspaper published in this County. PASSED on by the following vote: Supe=r Aye No Absent Abstain 1. T.14.Pawn ( ) ( ) ( ) t ) 2. 1.sn2kh 3. o.Biwwp 4. S.W.McPaat t ) t ) t ) ( ) S. T.Torlake= t t ) t ) t ) ATTEST: Phil Batchelor, County Administrator and Clerk of the Boird of Supervisors Chairman of the Board By , Dep. (SEAL) ORDINANCE NO. 2993-RZ Shapell Page One of Five Ij1 �l„ls os a»`.: �4i, Oi pappU nl�}i♦ �•• Ri� v�I�u••rrrrur•.� iiy �� W1tlILLU ♦ •• f• �� a1At/�pv/1 L � �i iii '4r irii �iArv� •• ♦ ♦ ►_,ems s1 • r".�i m- iw lii o • p ► • .,♦♦mss►•♦ ��r0"O O\r�r ��► ♦ ♦ � rrio r, p,rir, ��i o,;=.a ♦ �•♦�III/I I�•1119.�,�.�� t♦e1�yy► �♦ a o�p p rrii rG�ii � �j♦ �� ♦.� �i ♦i llN.1111�� ru.Iq Iii .T.v %iAlam a1 ��I �� I• ♦/ 4- Ii J 'S t alt ►�� /►111 i!'♦`i ■/11►� •:��• .,.♦ rii�i,J� �\: L ice♦)►i�3 \�U/�r��► o-// rid i g47iry .nr II G:”`IinmO� u11 els/11:.►� 3. v pro\ �G moi♦ ►//\� ��•�,, �!up•:: �i�♦I��P• �i iA ��rrrri�ii ♦♦♦♦�♦i♦ �� / fr. 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') :.Y7.vh}: i:3:`o.?..: `+�{3,?;�i' w.~ :r.:'%N Y•xk.,t�,vR.":9.+?'�`R: ,.,. „4ke.. .C',s:ryw,; %'i K':"m'•M::S`•9'JM1 n .:::i�',r}i'.r?xYAF•. r , -'^5 .'� Page X-18 of the County's 1978 Zoning Map 2993-RZ 9 A-80 Page Z-19m of the County's 1978 Zoning Map 2993-RZ 2993-RZ Shapell Page Five of Five r ADDENDUM TO ENVIRONMENTAL IMPACT REPORT FOR THE DOUGHERTY VALLEY GENERAL PLAN AMENDMENT, SPECIFIC PLAN AND IMPLEMENTING ENTITLEMENTS (COUNTY FILE NO. 2-91-SR; STATE CLEARINGHOUSE NUMBER 91053014) r I. INTRODUCTION AND SUMMARY A. Background. On December 22, 1992, the Board of Supervisors ("Board") of Contra Costa County ("County") approved the Dougherty Valley General Plan Amendment("General Plan Amendment") and the Dougherty Valley Specific Plan ("Specific Plan"). The Specific Plan and General Plan are collectively referenced as the"Dougherty Valley Plan." The subject of the Dougherty Valley Plan is 5,979 acres of unimproved land in the unincorporated area of Contra Costa County, located generally adjacent to the City of San Ramon ("Planning Area"). Shapell Industries, Inc. ("Shapell") owns approximately 2,708 acres of the Dougherty' Valley Planning Area, a property formerly known as Gale Ranch ("Gale Ranch Site"). Windemere Ranch Partners ("Windemere") owns approximately 2,379 acres ("Windemere Site"). The remaining 892 acres is owned by the United States Army and used as a reserve forces training area("Camp Parks"). Prior to the Board's approval of the Dougherty Valley Plan, the Gale Ranch Site and the Windemere Site were designated by the County's General Plan for agricultural uses and were also zoned for.;such uses. The General Plan Amendment redesignated the Dougherty Valley Planning Area to plan for urban uses. The Specific Plan provides guidance regarding the development of the Dougherty Valley Planning Area consistent with the County's General Plan as amended by the General Plan Amendment. The proposal to develop the Dougherty Valley pursuant to the Dougherty Valley Plan was the subject of an environmental impact report ("EIR") prepared and certified pursuant to the California Environmental Quality Act, Public Resources Code §21000 et seq. ("CEQA"). When the EIR was prepared, the County was considering several proposed planning actions relating to the Planning -Area, i.e., the General Plan Amendment, Specific Plan, rezonings, preliminary development plans and development agreements ("Planning Actions"). Accordingly, the EIR was prepared with sufficient specificity to address the various proposed Planning Actions to the extent reasonably feasible, but stated that further environmental review, based on the EIR, would be required for the subsequent detailed land use approvals necessary for the development of the Planning Area, such as final development plans, tentative subdivision maps and other discretionary actions("Entitlements'). Final EIR,Volume 1,page A-2. As required by CEQA, the Board adopted extensive findings in connection with the Dougherty Valley Plan regarding its potentially significant impacts, potential mitigation measures and alternatives and overriding considerations that justified approval of the Dougherty Valley Plan notwithstanding its unmitigable impacts ("Findings"). The Findings reflected the statements in the EIR regarding the need for further environmental review of the Entitlements and also suggested that further review might be required of the Planning.Actions that were not adopted by the Board when the Dougherty Valley Plan was approved. This Addendum describes the further environmental review performed by the County of those remaining Planning Actions. 1 CA940610.116/72272-004 B. Decisions Now Before the County. As discussed in,Section I.A of this memorandum, Shapell and Windemere had applied for rezonings,preliminary development plans and development agreements for both the Gale Ranch Site and the Windemere Site prior to the approval of the Dougherty Valley Plan. These additional Planning Actions are now before the Board. These actions would not authorize any construction activities in the.Planning Area nor would they authorize the approval of any Entitlements until after appropriate environmental review is complete and all of the requirements applicable to the Dougherty Valley Plan(such as compliance with the County's growth control measures)are met. In considering the rezonings, preliminary development plans and development agreements, the County is required-by CEQA and the terms of its approval of the Dougherty Valley Plan to consider whether a supplemental or subsequent ETR is required. As discussed in Section I.A of this Addendum,the EIR was prepared to be sufficiently specific to serve as the environmental document for all of the Planning Actions. The rezonings, preliminary development plans and development agreements are within the scope of the EIR because they do not contain any new provisions for development that were not set forth in the Dougherty Valley Plan nor do they alter in any way the proposed land uses described in the Dougherty Valley Plan. CEQA does require the preparation of a subsequent or supplemental EIR if one of the following criteria has been met: 1. Changes are made to the project that require important revisions of the EIR because of the involvement of new significant environmental impacts that were not considered in the EIR. 2. Substantial changes have occurred with respect to the circumstances under which the project will be undertaken, which will require important revisions in the EIR due to the involvement of new significant impacts that were not covered in the EIR;or 3. New information of substantial importance to the project has become available and (a) The information was not known and could not have been known at the time the EIR was certified as complete; and (b) The new information shows any of the following: (1) The project will have one or more significant effects not discussed previously in the EIR; (2) Significant effects previously examined will be substantially more severe than shown in the EIR; (3) Mitigation measures or alternatives previously found not to be.feasible would in fact be feasible and would substantially reduce one or more of the significant effects of the project;or (4) Mitigation measures or alternatives that were not previously considered in the EIR would substantially lessen one or more significant effects on the environment. 2 CA940610.116/72272-004 The County has considered whether any of the foregoing criteria have been met since the Dougherty Valley Plan was approved on December 22, 1992 and concluded that under those criteria, a supplemental or subsequent EIR is not required. The purpose of this Addendum is to set forth the basis for this conclusion. II. IMPACTS OF THE PLANNING ACTIONS The first criterion for preparation of a subsequent or supplemental EIR has not been met because the rezonings,preliminary development plans and development agreements are based solely on the Dougherty Valley Plan. The only change would be that under the development agreements, pursuant to Government Code Sections 65864 et seq., the Entitlements would be governed by existing policies,rules and regulations, including all of the requirements applicable to the Dougherty Valley Plan. However, from the environmental perspective, this change is legal rather than substantive, because (i) the development agreements would not alter the County's obligation to conduct further environmental review of the Entitlements or to deny any Entitlements that do not conform to the County General Plan, including the General Plan's growth management standards; and (ii) the development agreements would not allow any development not contemplated by the Dougherty. Valley Plan. Accordingly, the County's review focused on whether either of the other two criteria are present, i.e., whether there has been a change in circumstances or whether there is previously unavailable and important new information within the meaning of CEQA. This section sets forth the County's conclusions with respect to each type of impact identified by the EIR. The EIR's conclusions and recommendations regarding these impacts. are summarized in Exhibit A to this Addendum. A. Land Use. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe land use impacts will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. Physical conditions surrounding the development of the Planning Area were found by the County to be the same as when the Dougherty-Valley Plan was approved. Various other development proposals in the region are in process; however, these proposals are within the scope of the cumulative build-out analysis of the EIR and no new significant cumulative impacts associated with the Dougherty Valley Plan are predicted because of any new proposals. B. Public Services and Utilities. 1. Wastewater Services. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe impacts relating to wastewater services will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. 3 CA940610.116/72272-004 2. Potable Water. There has been�no change in circumstances or new information since December 22, 1992, that indicate that impacts relating to potable water will be more severe than predicted in the EIR or that there are further mitigation measures or alternatives that should be considered to mitigate the impacts. The EIR found that the impacts relating to off-site water facilities were too speculative to be assessed because of inadequate information regarding such facilities. This information is still unavailable. Further environmental review would be required before the off-site facilities could be approved. 3. Recycled Water. There have been no changes in circumstances or new information since December 22, 1992, that indicate that there'will be new or substantially more severe significant impacts relating to recycled water thanpredicted in the EIR or that new mitigation measures or alternatives would substantially reduce the impacts. 4. Drainage. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe and significant impacts relating to drainage will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impact. 5. Solid Waste. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or 'substantially more severe impacts relating to solid waste will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. 5. Law Enforcement. There have no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more significant impacts on law enforcement services will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. 7. Fire Protection Services. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe impacts relating to fire protection services will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce these impacts. 4 CA940610.116/72272-004 8. Educational Facilities. There has been no change in circumstances or new information since December 22, 1992, indicating that new or substantially more severe impacts on educational facilities will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the predicted•impacts. 9. Childcare Facilities. There has been no change in circumstances or new information since December 22, 1992, indicating that new or substantially more severe impacts relating to childcare facilities will occur than predicted'in the EIR or that other mitigation measures or alternatives would substantially reduce the impact. 10. Parks and Recreational Impacts. There has been no change in circumstances or new information since December 22, 1992, indicating that new or substantially more severe impacts on parks and recreational facilities will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impact. 11. Library Facilities. There has been no change in circumstances or new information since December 22; 1992, indicating that new or substantially more severe impacts on library facilities will occur than predicted'.in the EIR or that other mitigation measures or alternatives would substantially reduce the impact. C. Circulation. There have been no changes in circumstances or new information since December 22, 1992 indicating that new or substantially more severe significant.impacts relating to traffic and circulation will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impact. None of the factual data upon which the EIR's traffic study was based has changed. The cumulative impacts identified in the EIR presume full buildout of all city and county general plans and full realization of all general plan amendments in the Tri-Valley subregion that were pending at the time that the Dougherty Valley Plan was approved. As discussed in Section II.M.4 of this Addendum, the potential for cumulative development in the subregion has changed somewhat since the certification of the EIR, but these changes do not substantially affect the EIR's analysis. D. Air Quality. There has been no change in circumstances or new information since December 22, 1992, indicating that new or substantially more severe significant impacts on air quality will occur than 5 CA940610.1 1 sn2272-004 predicted in the EIR or that other mitigation measures or alternatives would substantially reduce these impacts. E. Noise. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe significant noise impacts will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. F. Soils and Geology. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe significant impacts relating to soils and geology will occur than predicted in-the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. G. Hydrology and Water Quality. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe significant impacts relating to hydrology and water quality will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the,-impacts. H. Biological Resources. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or Substantially more severe significant impacts on biological resources will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. I. Cultural Resources. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe significant impacts on cultural resources will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the Dougherty Valley Project's impacts on cultural resources. I Electromagnetic Fields. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe significant impacts will occur relating to electromagnetic fields than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impact. 6 CA940610.116/72272-004 Visual Quality. Tliere have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe impacts on visual quality will occur than predicted in the EIRor that other mitigation measures or alternatives would substantially reduce the impacts. L.` Energy Conservation. There have been no changes in circumstances or new information since December 22, 1992, indicating;that new or substantially more severe significant impacts relating to energy conservation will occur: than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. M.. Miscellaneous Impacts. 1. Short-Term Uses Versus Long-Term Productivity. There have been no changes in circumstances or new information since December 22, 1992, indicating'-that new or substantially more severe significant impacts relating to short-term versus long term'productivity will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the above impacts. 2. Significant Irreversible Environmental Changes. There have been no changes in circumstances or new information since December 22, 1992, indicating that new significant irreversible environmental changes will occur than predicted in the EIR ' 3. Growth-Inducing Impacts of the Dougherty Valley Project. There have been no changes in circumstances or new information since December 22, 1992, indicating:that new or substantially more severe significant growth-inducing impacts will occur than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. 4. Significant Cumulative Impacts. There have been no changes in circumstances or new information since December 22, 1992, indicating'.that new or substantially more severe significant cumulative impacts will occur than predicted fn the EIR or that other mitigation measures or alternatives would substantially reduce the impacts. The cumulative impact analysis of the EIR assumed a level of development based on projected growth in the subregion. Since certification of the EIR, there have been some changes to these projections, based on revisions to general plan amendment applications, denials of proposed projects and revised forecasts of expected growth. These changes do not require revisions to the EIR 7 CA940610.116/72272-004 because the amount and general distribution of growth and resulting impacts are expected to be substantially the same as predicted in the EIR. III. CONCLUSION The circumstances that would justify the preparation of a subsequent or supplemental EIR are not present because 'since December 22, 1992, there have been no changes, changes in circumstances or previously unavailable new information that indicate that the Planning Actions will have new or substantially more severe significant impacts than predicted in the EIR or that new mitigation measures or alternatives would substantially lessen the significant impacts of the Planning Actions. S CA940610.116/72272-004 EXHIBIT A IMPACTS, MITIGATION MEASURES AND ALTERNATIVES ANALYZED IN THE EIR A.- Land Use. The EIR identified five project-specific potentially significant impacts relating to land use and one potentially significant cumulative impact. These impacts are listed below: 1. Conversion of substantial portions of the County's stook of convertible land to urban use; 2. Conversion of approximately 6,000 acres of nonprime but important agricultural land to urban and open space uses(project specific and cumulative); 3. Potential internal land use incompatibility of residential land uses with Camp Parks; 4. Potential incompatibility with adjacent land uses; and 5. Potential internal incompatibility of residential land uses with existing electric transmission lines. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to address these impacts. Impact Nos. 1,2,and 4 were found to be significant and unavoidable. The remaining impacts were found to be mitigated to a less than significant level by the mitigation measures adopted by the County. B. Public Services and Utilities. 1. Wastewater Services. The EIR identified a potentially significant impact relating to the Dougherty Valley Plan's need for collection and treatment of 2.5 to 3.1 million gallons per day of wastewater. As recommended by the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce this impact to a less than significant level, including annexation to the Central Contra Costa Sanitary District or another service provider. However,the EIR indicated that the impacts of off-site wastewater facilities for the.Dougherty Valley Plan were too speculative to be assessed because of inadequate information regarding their design. CA940610.115172272-004 03/08/94 06:55 PM 2. Potable Water. The EIR identified significant impacts relating to the need for distribution and treatment of approximately 4.7 to 5.4 million gallons per day of potable water. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan,to reduce the impacts. However,these impacts were found to be significant and unavoidable. 3. Recycled Water. The mitigation measures adopted for the Dougherty Valley potable water service impacts include the use,-of recycled water where feasible. Implementation ofthis mitigation measure would require approximately 1,100 gallons per minute of recycled water and a recycled water distribution system. The EIR identified a significant impact relating to the need for recycled water facilities. As recommended in the EIR,the County adopted mitigation measures for impacts relating to recycled water to reduce those-impacts to a less than significant level. 4. Drainage. The EIR identified as potentially significant impacts the need for drainage infrastructure to serve the Planning Area. As recommended in the EIR,the County adopted mitigation measures to reduce this impact to a less than significant level. 5. Solid Waste. The EIR identified potentially significant impacts relating to the generation of approximately 25,000 tons of solid waste per year by the development of the Planning Area. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce the Plan's solid waste impacts to a less than significant level. b. raw Enforcement. The EIR.identified potentially significant impacts relating to the need for approximately two California Highway Patrol positions and approximately five sheriff's deputies with necessary equipment. As recommended in the EIR,the County adopted mitigation measures in connection+'with the approval of the Dougherty Valley Plan to mitigate these impacts to a less than significant level. 7. Fire Protection Services. The EIR identified potentially significant impacts relating to the need for additional fire stations and equipment and increased fire hazards. As recommended in the EIR, the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce these impacts to a less than significant level. 2 CA940610.115 8. Educational Facilities. The EIR identified potentially significant impacts relating to the need for additional elementary school,middle school,high school and community college capacity. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty.Valley Plan to reduce the impact on elementary,middle and high schools to a less than significant level. Mitigation of the need for community college facilities was found-to be infeasible,requiring future efforts of the Contra Costa Community College District in conjunction with the County and the Cities of San Ramon and Danville. 9. Childcare Facilities. The EIR identified potentially significant impacts relating to the need for childcare facilities. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce the impacts to a less than significant,level. 10. Parks and Recreational Impacts. The EIR identified potentially significant impacts relating to the need for managed open space,regional trail easements and neighborhood and community parks. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to mitigate these impacts to a less than significant level. 11. Library Facilities. The EIR identified a substantially significant impact relating to the need for 11,600 square feet of library facilities. As recommended in the EIR,the County adopted mitigation',measures in connection with the approval of the Dougherty Valley Plan to reduce this impact to a less than significant level. C. Circulation. The EIR identified the following potentially significant impacts relating to traffic and circulation: 1. Exceedence of the planned capacity of several roadway segments and unacceptable levels of service on several interstate segments(project specific and cumulative impact). 2. Change in vehicle to capacity ratio from acceptable to unacceptable conditions;at several intersections and further degradation of already unacceptable levels of services at several other intersections (project specific and cumulative impact). As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to address the potentially significant - project and cumulative impacts listed above. These mitigation measures were predicted to 3 CA940610.115 improve traffic conditibns to an acceptable level at many of the roadway segments and intersections. Howevei,the conditions at other intersections and interstate segments were determined to be significant and unavoidable. D. Air Qu" !"ity. The EIR identified potentially significant air quality impacts relating to violations of standards for particulate matter,carbon monoxide and ozone precursors. These impacts are both project specific and cumulative. As recommended by the EIR,the County adopted mitigation measures for the above impacts in connection with the approval of the Dougherty Valley Plazi. However,the impacts were identified as significant and unavoidable notwithstanding the imposition of these mitigation measures. E. Noise. The EIR identified the following potentially significant impacts relating to noise: I Exposure of on-site and off-site land uses to construction noise; 2. Exposure of residents and other noise sensitive land uses on site to noise from traffic and Camp Parks training activities at levels in excess of County standards; 3. Exposure of residents along Old Ranch Road and Dougherty Road near Old Ranch Road to increased and excessive noise levels; 4. Exposure of new residents to noise from recreational and cultural facilities;and 5. Exposure of existing and planned noise sensitive locations to noise levels in excess of County noise standards(cumulative impact). As recommended by the EIR,the County imposed mitigation measures in connection with the approval of the Dougherty Valley Plan to address the noise impacts. These mitigation measures are expected to reduce to a less than significant level all of the Dougherty Valley Plans direct noise' impacts(i.e. Impact Nos. 1-4). However,the identified cumulative noise impact(No. 5)was expected to remain significant and unavoidable. F. Soils and Geology. The EIR identified the following potentially significant impacts relating to soils and geology: I Substantial change in topography from grading operations; 4 CA940610.115 2. Potential for structural damage and injury to people from development and in open space and park areas in locations susceptible to landsliding, slope failure and slope instability and development on materials susceptible to liquefaction; 3. Potential for increased short-term and long-term soil erosion rates from development on soils with moderate to high erosion hazards; 4. Potential for structural damage from development on soils with high shrink-swell potentials; 5. Grading on hillsides with slopes of 26 percent and greater; 6. Development of Windemere Parkway extension on potentially unstable land east of the planning area; 7. Development of water,waste water and recycled water infrastructure on potentially geologically unstable land within and adjacent to the Planning Area. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce the soils and geology impacts to a less than significant level. G. Hydrology and Water Quality. The EIR identified the following potentially significant impacts relating to hydrology and water quality: 1. Increased runoff from the Planning Area; 2. Risk of flood damage from development in the 100-year flood plain; 3. Increased erosion during construction; 4. Increased water quality degradation because of urban runoff(project specific and cumulative impact); 5. Hazardous material spills during construction; 6. Increased runoff and flooding downstream of the Planning Area (cumulative impact); and 7. Increased channel erosion due to construction of bridge crossings (cumulative impact). As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce the hydrology and water quality impacts to a less than significant level. 5 CA940610.115 H. Biological Resources. The EIR identified the following potentially significant impacts on biological resources: 1. Loss,degradation or fragmentation of 3,911 acres of annual grasslands (project specific and cumulative impact); 2. Elimination or degradation of Valley Oak woodland,Valley Oak riparian woodland and individual Oak trees; 3. Elimination or degradation of 2.6 acres of willow riparian forest, .4 acres of fresh water marsh,approximately 2 acres of alkali meadows,2.1 acres of seeps, stock ponds and perennial and seasonal creeks; 4. Potential loss of San Joaquin spearscale and brittlescale habitat; 5. Pollution of Coyote Creek by fertilizers and chemicals from the golf course; 6. Loss of special-status aquatic species and special-status raptors and their habitats; '7. Potential direct and indirect adverse effects on nesting raptors; 8. Loss of tri-color blackbird nesting and foraging habitat and long term disturbance to tri-colored blackbird nesting habitat; 9. Loss of 3,911 acres of American badger breeding and foraging habitat; 10. Adverse effects to seeps,riparian habitat,annual grass lands,western pond turtle and California red legged frog from construction of Windemere Parkway extension to Camino Tassajara Road;and As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan for the above listed impacts. These mitigation measures are expected to reduce most of the above listed impacts to a less than significant level. However,the EIR predicted that Impact Nos. 6 and 18 (cumulative)would remain significant and unavoidable I. Cultural Resources. The EIR identified the following potentially significant impacts relating to cultural resources. 1. Damage to or destruction of the historic Lewis-Banke house(CA-Cco- 440H); 6 cA940690.115 2. Damage to or destruction of a historic-archeological site(CA-723); 3. Damage to or destruction of several important prehistoric and historic archeological sites located on Camp Parks;and 4. . Damage to or destruction of potential buried archeological resources. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to mitigate the above listed impacts to a less than significant level. J. Electromagnetic Fields. The EIR identify a potentially significant impact relating to the exposure of new residents to electromagnetic fields. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan to reduce the impacts to a.less than significant level. There have been no changes in circumstances or new information since December 22, 1992, indicating that new or substantially more severe significant impacts will occur relating to electromagnetic fields than predicted in the EIR or that other mitigation measures or alternatives would substantially reduce the impact. K. Visual Quality. The EIR predicted the following potentially significant impacts from the Dougherty Valley Plan: 1. Change in visual character from rural/pastoral to residential/commercial; 2. Loss of a County-designated scenic route; 3. Substantial alteration of natural land forms; 4. Forty-five percent reduction in visually prominent open space; 5. Introduction of structures and other build features that may reduce visual quality; 6. Siting of infrastructure elements and other vertical elements that reduce visual quality; 7. Visual impacts of roads and road improvements in creek corridors; 8. Introduction of recreational features and elements that reduce visual quality; 9. Visual impacts of removal of visually important vegetation; 7 CA940610.115 10. Visual impacts-of fencing, fire breaks and fire roads; 11. Visual impacts of introduction of stormwater detention facilities; 12. Light and glare impacts on residents both on site and off site; and 13. Cumulative regional loss of rural/pastoral visual character,reduced views of open space and loss of scenic views in the region. 14. Visual impacts of construction of Windemere Parkway extension from Dougherty Valley east to Camino Tassajara Road. 15. Views from adjacent existing and approved residential areas. As recommended in the EIR,the County adopted mitigation measures in connection with the approval of the Dougherty Valley Plan for the above listed impacts. Most of those impacts were predicted to be mitigated to a less than significant level by the mitigation measures adopted. However, impact Nos. 1,2,3,4, 13, 14 and 15 were predicted to be significant and unavoidable. L. Energy Conservation. The EIR identified a potentially significant impact on energy demands relating to the operation of the planned development in the Dougherty Valley. As recommended in the EIR, the County adopted mitigation measures in connection with the approval of the planned the Dougherty Valley Plan to mitigate this impact to a less than significant level. M. Miscellaneous Impacts. 1. Short-Term Uses Versus Long-Term Productivity. The EIR identified the following potentially significant impacts: 1. Conversion of approximately 6,000 acres of undeveloped open space and seasonal grazing/dry farming land to urban uses; 2. Loss,degradation or fragmentation of 3,911 acres of annual grass lands; 3. Elimination or degradation of Valley Oak Savannah,Valley Oak riparian woodland and individual Oak trees; 4. Elimination or degradation of 2.6 acres of willow riparian forest, .4 acres of fresh water marsh,2.0 acres of alkali meadow,2.1 acres of seeps,stock ponds and perennial and seasonal creeks; 5. Possible long term health risks associated with developing residences within an electromagnetic fields associated with existing high voltage electric transmission lines. 8 CA940614.115 As recommended in the EIR,the County adopted mitigation measures to address the above listed impacts. Impact Nos. 2, 3,4 and 5 were predicted to be reduced to a less than. significant level; Impact No. 1 was found to be significant and unavoidable. 2. Significant Irreversible Environmental Changes. The EIR did not identify any potentially significant adverse impacts relating to significant irreversible environmental changes. 3. Growth-Inducing Impacts of the planned the Dougherty Valley Plan. The EIR identified the following potentially significant growth inducing impacts of the planned the Dougherty Valley Plan: 1. Impacts of increasing housing and residents in the subregion. 2. Impacts of extending public services and infrastructure closer to the Tassajara Valley; 3. Impacts of converting open space and agricultural lands to urban uses; 4. Impacts of increasing growth intensity in the planning areas; 5. Impacts of converting land from agricultural uses to residential, commercial and open space uses;and 6. Impacts of extending service areas boundaries. Impact No. 1 was found to involve beneficial effects rather than significant adverse impacts. As recommended by the EIR,the County adopted mitigation measures in connection with the approval of the planned the Dougherty Valley Plan to reduce the Impacts Nos. 2- 6. However,the EIR predicted that these impacts would remain significant and unavoidable. 4. Significant Cumulative Impacts. The significant cumulative impacts of the planned the Dougherty Valley Plan are discussed impact-by-impact under each of the categories listed in Section II.A-II. L of this Addendum. 9 CA940610.115 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Morrison & Foerster P.O. Box 8130 101 Ygnacio Valley Road, Suite 450 Walnut Creek, California 94596-3570 Attention: R. Clark Morrison (Space Above This Line Reserve For Recorder's Use) DEVELOPMENT AGREEMENT BY AND BETWEEN THE COUNTY OF CONTRA COSTA AND WINDEMERE RANCH PARTNERS TABLE OF CONTENTS Page RECITALS .......................................................................... \ AGREEMENT ....................................................................... \ ARTICLE 1. EFFECTIVE DATE AND TERM.......................... \ Section 1.01. Effective Date....................................... \ Section 1.02. Term.................................................. \ ARTICLE 2. DEFINITIONS................................................. \ ARTICLE 3. OBLIGATIONS OF DEVELOPER AND COUNTY... \ Section 3.01. Obligations of Developer.......................... \ (1) Generally ........................................................ \ (2) Performance Standards.............................................. \ (3) Affordable Housing.................................................. \ (4) Infrastructure Improvements and Facilities.......................................................... \ (5) Traffic Impact Mitigation........................................... \ (6) Financing of On-Site Improvements .............................. \ (7) Processing Fees ...................................................... \ (8) Mitigation Monitoring Program.................................... \ Section 3.02. Obligations of County ............................. \ ARTICLE 4. DEVELOPMENT OF PROJECT AND PROJECT SITE ............................................... \ Section 4.01. Vested Right to Develop .......................... \ (1) In General............................................................. \ (2) Conditions to Exercise of VestedRight.......................................................... \ Section 4.02. Permitted Uses, Etc., Vested by this Agreement.................................. \ i Yase Section 4.03. Applicable Law..................................... \ Section 4.04. No Conflicting Enactments ....................... \ Section 4.05. Relationship to Settlement Agreement ............................. \ Section 4.06. Uniform Codes Exception......................... \ Section 4.07. Moratoria and Restrictions and Limitations on the Rate or Timing of Development..................................... \ Section 4.08. Further Assurances................................. \ Section 4.09. Life of Subdivision Maps ...........:............. \ Section 4.10. State and Federal Law............................. \ Section 4.11. Timing of Project Construction and Completion........................................... \ Section 4.12. Developer Review of Infrastructure Plans.................................................. \ ARTICLE 5. AMENDMENT................................................. \ Section 5.01. Amendment of Project Approvals and Subsequent Approvals ........................ \ (1) Administrative Amendments ....................................... \ (2) Non-Administrative Amendments ................................. \ Section 5.02. Amendment Of This Agreement ................. \ (1) Insubstantial Amendments .......................................... \ (2) Amendment Exemptions ............................................ \ (3) Parties Required to Amend......................................... \ (4) Non-Assuming Transferees......................................... \ ARTICLE 6. COOPERATION-EWPLEMENTATION ................. \ Section 6.01. Processing. .......................................... \ ii rage Section 6.02. Eminent Domain Powers.......................... \ Section 6.03. Other Government Permits........................ \ ARTICLE 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE....................................... \ Section 7.01. Cooperation. ........................................ \ Section 7.02. Cure; Reapproval................................... \ ARTICLE 8. DEFAULT; REMEDIES; TERMINATION ............. \ Section 8.01. General Provisions. ................................ \ (1) Defaults ........................................................ \ (2) Termination........................................................... \ Section 8.02. Annual Review...................................... \ Section 8.03. Excusable Delays; Extension of Time of Performance .............................. \ Section 8.04. Legal Action ........................................ \ Section 8.05. California Law...................................... \ Section 8.06. Resolution of Disputes............................. \ ARTICLE 9. HOLD HARMLESS .......................................... \ (1) Developer's Actions ................................................. \ (2) County's Actions..................................................... \ ARTICLE 10. NO AGENCY, JOINT VENTURE OR PARTNERSHIP ............................................... \ ARTICLE 11. MISCELLANEOUS........................................... \ Section 11.01. Incorporation of Recitals and Introductory Paragraph. ........................... \ Section 11.02. Severability.......................................... \ iii i Ewe Section 11.03. Other Necessary Acts.............................. \ Section 11.04. Construction......................................... \ Section 11.05. Covenants Running withthe Land ....................................... \ ARTICLE 12. NOTICES ....................................................... \ ARTICLE 13. ASSIGNMENT, TRANSFER AND NOTICE ........... \ Section 13.01. Assignment of Interests, Rights and Obligations............................. \ Section 13.02. Transfer Agreements............................... \ Section 13.03. Non-Assuming Transferees ....................... \ ARTICLE 14. MORTGAGEE PROTECTIONS .......................... \ Section 14.01. Mortgagee Protection. ............................. \ Section 14.02. Notice of Default to Mortgagee .................. \ Section 14.03. Opportunity to Cure................................ \ Section 14.04. Approval by Mortgagees .......................... \ Section 14.05. Notice of Proposed Amendment toMortgagee........................................ \ ARTICLE 15. NOTICE OF COMPLIANCE............................... \ ARTICLE 16. ENTIRE AGREEMENT, COUNTERPARTS AND EXII ITS............................................... \ ARTICLE 17. RECORDATION OF DEVELOPMENT AGREEMENT ................................................. \ EXHIBIT A (Legal Description) EXHIBIT B (Traffic Improvements) iv Y98659[rcm2] DEVELOPMENT AGREEMENT BY AND BETWEEN THE COUNTY OF CONTRA COSTA AND WINDEMERE RANCH PARTNERS THIS DEVELOPMENT AGREEMENT (the "Agreement") is entered into as of March_, 1994, by and between WINDEMERE RANCH PARTNERS, a California general,partnership ("Developer" or "Windemere"), and the COUNTY OF CONTRA COSTA, a political subdivision of the State of California ("County"), pursuant to California Government Code § 65864 et Mg. This Agreement supersedes and replaces in its.entirety that certain development agreement entered into by and between Developer and County, dated October 2, 1990, which is hereby terminated. RECITALS A. F To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of State of California enacted California Government Code § 65864 et seg. (the "Development Agreement Statute"), which authorizes County to enter into an agreement with any person having a legal or equitable interest in real property regarding the development of such property. B. Pursuant to California Government Code § 65865, County has adopted procedures and requirements for the consideration of development agreements (County Resolution No. 85/412 and Ordinance No. 92-73). This Development Agreement has been processed, considered and executed in accordance with such procedures and requirements. C. Developer has a legal interest in certain real property consisting of approximately 2379 acres located in the unincorporated portion of the County, as more particularly described in Exhibit A attached hereto (the "Windemere Site"). The Windemere Site may be expanded pursuant to a land exchange with the United States Department of the Army, in which case the Windemere Site may include up to approximately 2439 acres of land. D. Developer intends to develop the Windemere Site as a residential planned community of 5,170 dwelling units, together with certain retail, office, community services and other uses (defined more fully in Article 2 below as "Windemere Ranch"). . 1 E. County has taken several actions to review and plan for the future development of Windemere Ranch. These include, without limitation, the following: (1) EIR. On December 22, 1992 (the "First Approval Date"), pursuant to the California Environmental Quality Act, the "CEQA Guidelines" and County's local guidelines promulgated thereunder (hereinafter collectively referred to as "CEQA") and in accordance with the recommendation of County's Zoning Administrator, the Board, by Resolution No. 92/864, certified an environmental impact report regarding Windemere Ranch (the "EIR"). (2) Urban Limit Line Modification. On the First Approval Date, following review by the San Ramon Valley Regional Planning Commission and the County Planning Commission, and recommendation by the County Planning Commission, and after duly noticed public hearing and certification of the EIR, the Board, by Resolution 92/865 (which was approved by a 4/5 vote), approved a minor modification to County's Urban Limit Line to locate certain lands (belonging to the United States Department of the Army and located in the Dougherty Valley) inside the Urban Limit Line (the "Urban Limit Line Modification"). (3) General Plan Amendment. On the First Approval Date, following review by the San Ramon Valley Regional Planning Commission and the County Planning Commission, and recommendation by the County Planning Commission, and after duly noticed public hearing, certification of the EIR and adoption of the Urban Limit Line Modification, the Board, by Resolution 92/866, approved an amendment to the County General Plan (which, together with the Urban Limit Line Modification, is referred to below collectively as the "General Plan Amendment") addressing the Windemere Site and certain real property adjacent to the Windemere Site including (i) approximately 2,708 acres owned by Shapell Industries, Inc. (the "Shapell Site") and (ii) approximately 892 acres owned by the United States Department of the Army ("Camp Parks"). (4) Specific Plan. On the First Approval Date, following review by the San Ramon Valley Regional Planning Commission and the County Planning Commission, and recommendation by the County Planning Commission, certification of the EIR, adoption of the Urban Limit Line Modification and the General Plan Amendment, and duly noticed public hearing, the Board, by Resolution 92/867, approved a single specific plan for the Windemere Site, the Shapell Site, and Camp Parks (collectively, the "Dougherty Valley"), which specific plan is entitled the "Dougherty Valley Specific Plan" (the "Specific Plan"). 2 i (5) P-1 Zoning and Preliminary Development Plan. On March 22, 1994 (the "Second Approval Date"), following the preparation of an addendum to the EIR in accordance with Section 15164 of the CEQA Guidelines (the "Addendum"), the Board's consideration of the Addendum together with the EIR, and a duly noticed public hearing, the Board adopted County Ordinance No. , rezoning the Windemere Site to County's "P-1" zoning district, consistent with the General Plan and the Specific Plan (the "Zoning") and, pursuant to Resolution 94/_, approved a Preliminary Development Plan for the Windemere Site consistent with the Zoning (the "Preliminary Development Plan"). The General Plan Amendment, Specific Plan, Zoning, Preliminary Development Plan and this Agreement are sometimes collectively referred to herein as the "Planning Actions." The Rezoning and the Preliminary Development Plan previously were reviewed by the San Ramon Regional Planning Commission and the County Planning Commission, and recommended by the County Planning Commission, during 1992 in connection with their review of the General Plan Amendment and the Specific Plan. F. On November 6, 1992, following a duly noticed public hearing, the County Zoning Administrator made the appropriate findings required by Resolution No. 85/412, and recommended that the Board approve this Agreement. G. , On the Second Approval Date, after a duly noticed public hearing on this Agreement, the Board took the following actions: (1) pursuant to Resolution No. 94/_, determined that the EIR and the Addendum adequately address this Agreement and made the findings required by CEQA; (2) pursuant to Resolution No. 94/ , made appropriate findings required by County Resolution No. 85-412 and Cal. Gov't Code § 65867.5, that the provisions of this Agreement are consistent with the General Plan and the Specific Plan; and (3) adopted Ordinance No. , approving and authorizing the execution of this Agreement. H. The parties acknowledge and agree that applications for specific land use approvals, entitlements, permits and agreements (collectively, the "Project Approvals") must be made by Developer and reviewed (in compliance with CEQA) and approved, issued or entered into by County prior to development of the Windemere Site. The Project Approvals may include, without limitation, the following: design review approvals, improvement agreements and similar agreements relating to Windemere Ranch, use permits, grading permits, building permits, lot line adjustments, sewer and water connection permits, certificates of occupancy, subdivision maps (including tentative, vesting tentative, parcel, vesting parcel, and final subdivision maps), final development plans, rezonings, development agreements, landscaping plans, encroachment permits, resubdivision, and amendments to the Planning Actions.or the Project Approvals. 3 I. Each party acknowledges that it is entering into this Agreement voluntarily. NOW, THEREFORE, in consideration of the promises, covenants, and provisions set forth herein, the receipt and adequacy of which consideration is hereby acknowledged, the parties agree as follows: AGREEMENT ARTICLE 1. EFFECTIVE DATE AND TERM Section 1.01. Effective Date. This Agreement shall become effective upon the date the.ordinance approving this Agreement becomes effective, or the date upon which this Agreement is executed by Developer and County, whichever is later (the "Effective Date"). Section 1.02. Term. The term of this Agreement (the "Term") shall commence upon the Effective Date and continue for a period of twenty-five (25) years. ARTICLE 2. DEFINITIONS "Addendum" shall have that meaning set forth in Recital E(5) of this Agreement. "Administrative Amendment" shall have that meaning set forth in Section 5.01(1) of this Agreement. "Affordable Housing Program" shall have that meaning set forth in Section 3.01(3) of this Agreement. "Agreement" shall mean this Development Agreement and any amendments hereto. "Annual Review" shall have that meaning set forth in Section 8.02 of this Agreement. "Applicable Law" shall have that meaning set forth in Section 4.03 of this Agreement. "Board" shall mean the Board of Supervisors of the County of Contra Costa. 4 "Camp Parks" shall have that meaning set forth in Recital E(3) of this Agreement. "CEQA" shall have that meaning set forth in Recital E(1) of this Agreement. "Changes in the Law" shall have that meaning set forth in Section 4.12 of this Agreement. "Community Development Director" shall mean the Director of the County's Department of Community Development, or his or her designee. "County" shall mean the County of Contra Costa, and shall include, unless otherwise provided, any of the County's agencies, departments, officials, employees or consultants. "County General Plan" or "General Plan" shall mean the General Plan of the County of Contra Costa. "County Law" shall have that meaning set forth in Section 4.04 of this Agreement. "County Service Area" shall have that meaning set forth in Section 3.01(8) of this Agreement. "Deficiencies" shall have that meaning set forth in Section 7.02 of this Agreement. "Developer" shall have that meaning set forth in the preamble, and shall further include, unless otherwise provided, Developer's successors, heirs, assigns, and transferees (except, for the purposes of Section 3.01(4) of this Agreement, as set forth in such sections). "Development Agreement Statute" shall have that meaning set forth in Recital A of this Agreement. "Dougherty Valley" shall have that meaning set forth in Recital E(4) of this Agreement. "Effective Date" shall have that meaning set forth in Section 1.01 of this Agreement. 5 "EIR" shall have that meaning set forth in Recital E(1) of this Agreement. "First Approval Date" shall have that meaning set forth in Recital E(1) of this Agreement. "Foreclosure" shall have that meaning set forth in Section 14.01 of this Agreement. "Gale Ranch" shall have that meaning set forth in Section 3.01(4) of this Agreement. "General Plan Amendment" shall have that meaning set forth in Recital E(3) of this Agreement. "Growth Management Element" shall mean (except as specifically provided in Section 4.08) the Growth Management Element of the General Plan as of the Second Approval Date. "Judgment" shall have that meaning set forth in Section 7.02 of this Agreement. "Master Improvements" shall have that meaning set forth in Section 3.01(4) of this Agreement. "Mitigation Monitoring Program" shall have that meaning set forth in Section 3.01(7) of this Agreement. "Mortgage" and "Mortgagee" shall have the meanings assigned to those terms in Section 14.01 of this Agreement. "Non-Assuming Transferee" shall have that meaning set forth in Section 13.03 of this Agreement. "Notice of Compliance" shall have that meaning set forth in Article 15 of this Agreement. "Off-Site Traffic Improvements" shall have that meaning set forth in Article 3.01(5) of this Agreement. "On-Site Traffic Improvements" shall have that meaning set forth in Article 3.01(5) of this Agreement. "Planning Actions" shall have that meaning set forth in Recital E(5) of this Agreement. 6 "Planning Commission" shall mean the County's Planning Commission. "Preliminary Development Plan" shall have that meaning set forth in Recital E(5) of this Agreement. "Processing Fees" shall have that meaning set forth in Section 3.01(6) of this Agreement. "Project Approvals" shall have that meaning set forth in Recital H of this- Agreement. "Second Approval Date" shall have that meaning set forth in Recital E(5) of this Agreement. "Shapell Site" shall have that meaning set forth in Recital E(3) of this Agreement. "Specific Plan" shall have that meaning set forth in Recital E(4) of this Agreement. "Term" shall have that meaning set forth in Section 1.02 of this Agreement. "Traffic Impact Fee" shall have that meaning set forth in Section 3.01(5) of this Agreement. "Traffic Improvements" shall have that meaning set forth in Section 3.01(5) of this Agreement. "Urban Limit Line Modification" shall have that meaning set forth in Recital E(2) of this Agreement. "Windemere Ranch" shall mean the Windemere Site and all improvements to be constructed.thereon as described in the Planning Actions and (as and when they are adopted or issued) the Project Approvals, and all off-site improvements to be constructed in connection therewith. "Windemere Site" shall have that meaning set forth in Recital C of this Agreement. "Zoning" shall have that meaning set forth in Recital E(5) of this Agreement. 7 ARTICLE 3. 'OBLIGATIONS OF DEVELOPER AND COUNTY Section 3.01. Obligations of Developer. (1) Generally. The parties acknowledge and agree that County's agreement to perform and abide by the covenants and obligations of County set forth herein ii-material consideration for Developer's agreement to perform and abide by the covenants and obligations of Developer set forth herein. (2) Preliminary Development Plan. Developer shall comply with all conditions of approval to the Preliminary Development Plan. (3) Affordable Housing. Developer shall, in connection with its development of Windemere Ranch, implement the terms and provisions of the Affordable Housing Program adopted by the Board of Supervisors on the Second Approval Date pursuant to Resolution 94/_ (the "Affordable Housing Program"). The terms and provisions of the Affordable Housing Program are consistent with Policy H-4 of the Specific Plan, which requires that a minimum of twenty-five percent (25%) of all dwelling units be developed as affordable to low, very low and moderate income households as defined by the County. The Affordable Housing Program may be amended only upon the mutual written consent of Developer and County. (4) Coordination of On-Site Infrastructure Improvements. a. The Specific Plan calls for the construction of certain on-site infrastructure improvements to serve both the Shapell Site and the Windemere Site. In particular, the Specific Plan calls for (i) a road network internal to the Dougherty Valley, (ii) systems for sewer, potable water and reclaimed water, (iii) stormwater-related hydrologic infrastructure (e.g., storm drain retention and detention basins);. (iv) creek improvements, and (v) a community park (collectively, the "Master Improvements"). While such Master Improvements, together with other on- site infrastructure improvements called for by the Specific Plan (which are not covered by this Section 3.01(4)), will serve both Windemere Ranch and the project to be developed on the:Shapell Site (commonly known as "Gale Ranch"), the Specific Plan generally does not allocate between Shapell and Windemere their respective responsibilities with respect to the cost or construction of Master Improvements. b. Subject to subsection (f) below, Windemere shall construct, at its cost (or, at Windemere's option, through an assessment district or similar mechanism covering only the Windemere Site) and without reimbursement from Shapell, any Master Improvements needed to serve Windemere Ranch as it is 8 developed on a plisse-by-phase basis. Such Master Improvements shall be constructed as and when needed to serve Windemere Ranch and, where relevant, satisfy the requirements of the Growth Management Element of the General Plan. C. Subject to subsection (f) below, County shall require Shapell to construct at Shapell's cost (or, at Shapell's option, through an assessment district or similar,mechanism covering only the Shapell Site) and without reimbursement from Windemere, any Master Improvements needed to serve Gale Ranch as it is developed on a phase-by-phase basis. Such Master Improvements shall be constructed as;and when needed to serve Gale Ranch and, where relevant, satisfy the requirements of the Growth Management Element of the General Plan. d. Any Master Improvements constructed pursuant to the foregoing subsections by Shapell or Windemere, respectively (Shapell and Windemere are referred to in this Section 3.01(4) each individually as a "Developer" and collectively is the "Developers"), shall be designed to allow the use of such Master Improvements by'the project being developed by the other Developer, unless such design is prevented by an entity with authority to determine the design of the Master Improvement (e.g., a water provider). In those instances where a Master Improvement is designed to allow its use by the project being developed by the other Developer, the Developer constructing such Master Improvement shall not be entitled to reimbursement from the other Developer for any portion of the cost of such construction (whether through a benefit district or otherwise), even though some portion of such cost is attributable to needs created by the other Developer's project and even though the constructing Developer may be required to construct some portion of such Master Improvements on or across the other Developer's property. Where a Developer designing a Master Improvement receives notice that an entity with authority to approve the design of that Master Improvement may prevent such Master Improvement from being designed in a manner to allow the use of such Master Improvement by the project being-developed by the other Developer, than (i) the Developer designing such Master Improvement shall give prompt written notice to County and the other Developer of such fact and (ii) both Developers and County shall cooperate and exercise reasonable efforts to prevent such entity from so limiting the design of such Master Improvement. However, the Developer designing the Master Improvement is not required by this subsection to act in any manner that would unreasonably delay development of any portion of that Developer's project. 9 e. Notwithstanding the foregoing, if any particular Master Improvement can be constructed in phases, then any Developer required to construct such Master Improvement pursuant to this section shall be required to construct only those phases of such Master Improvement necessary for the phase of such Developer's project that generates the need for such Master Improvement (e.g., a four-land roadway might be constructed in two two-lane phases). Subsequent phases of such Master Improvement shall be constructed by such Developer, or the other Developer, as and when needed for its project pursuant to subsection (f) below. f. County's determination of which Developer shall construct which Master Improvements shall be based on when such Master Improvements are needed for each Developer's project. If Windemere Ranch requires the installation of a certain Master Improvement before Gale Ranch requires such Master Improvement, then Windemere shall install such Master Improvement. If Gale Ranch requires the installation of a certain Master Improvement before Windemere Ranch requires such Master Improvement, then County shall require Shapell to install such Master Improvement. g. Each Developer shall make an offer of dedication to County of any land necessary or appropriate for the installation, use and maintenance of any Master Improvement to be installed by the other Developer. Such offer of dedication shall occur at the earlier of(i) the expiration of thirty (30) days following the execution of a contract or other agreement to install the Master Improvement for which the dedication is required, or(ii) the filing of any final subdivision map covering that portion of the Windemere Site or the Shapell Site, as appropriate, covering the land to be so dedicated. County shall not, however, accept such offer of dedication until execution of a contract or other agreement to install the Master Improvement for which the dedication is required. Notwithstanding the foregoing, at the time the first final subdivision map is filed for recording pursuant to Government Code Section 66464 gt M. by either Shapell or Windemere in connection with either Gale Ranch or Windemere Ranch, each Developer shall dedicate to County, either by such final map or by separate instrument, as appropriate, any and all land comprising that portion of its property that is necessary or appropriate for the installation, use and maintenance of the full widths of(i) all of Bollinger Canyon Road as shown on Figure 8 of the Specific Plan, (ii) that portion of Dougherty Road, as shown on Figure 8 of the Specific Plan, that is located to the north of the northerly intersection of Dougherty Road and Bollinger Canyon Road, (iii) that portion of Dougherty Road, as shown on Figure 8 of the Specific Plan, that is located to the south of the southerly intersection of Dougherty 10 Road and Bollinger Canyon Road and (iv) for access purposes only, that portion of existing Dougherty Road that is located between its two proposed intersections with Bollinger Canyon Road, which Dougherty Road access may be moved to the location shown on Figure,8 of the Specific Plan. To the extent that the final location of any of the road dedications described in the preceding sentence have not been fixed at the time dedication is required, the location of such dedications shall be subject to adjustment at the time the appropriate final map is filed. h. Shapell is an intended thirty-party beneficiary of this subsection; provided, however, that this subsection shall not become effective unless and until provisions strictly analogous to this subsection are included in a development agreement between Shapell and County and such provisions become effective. County shall require such provisions to be included in any such development agreement. (5) Traffic Impact Mitigation. a. Certain traffic improvements are required to accommodate or otherwise mitigate the traffic-related environmental impacts of development under the Specific Plan (the "Traffic Improvements"). The Traffic Improvements include (i) the on-site traffic improvements described in the Specific Plan(the "On-Site Traffic Improvements") and (ii) the off-site traffic improvements described on Exhibit B, attached hereto and incorporated herein by reference (the "Off- Site Traffic Improvements"). b. Subject to and in accordance with Section 3.01(4) above ("Coordination of On-Site Improvements"), Developer and Shapell shall be responsible for the construction of the On-Site Traffic Improvements. C. Developer shall pay to County a per-unit traffic impact fee in the'amount necessary (but no more than the amount necessary) to fund Developer's fair share of the cost of construction of the Off-Site Traffic Improvements (the "Traffic Impact Fee"). The amount of the Traffic Impact Fee shall be determined as set forth in subsection (d) below, and shall apply to residential units developed in the Dougherty Valley. The Traffic Impact Fee applicable to a residential unit shall be paid when the building permit for such unit is issued or, if it is the standard practice of County at the time, when the applicable final subdivision map is filed for recordation. d. The amount of the Traffic Impact Fee shall be determined, within six weeks following the Effective Date, in the following manner: County, Developer and Shapell shall meet and confer in good faith to determine (i) the estimated reasonable cost of the Off-Site Traffic Improvements and (ii) the respective 11 proportions of such cost that fairly should be borne by Windemere Ranch and Gale Ranch and other projects or parties, if any, contributing to the need for such improvements. The costs and proportions so determined by County, Developer and Shapell shall be reflected in the Traffic Impact Fee. e. The list of Off-Site Traffic Improvements, and the amount of the Traffic Impact Fee, may be reviewed by County in connection with its review and approval of levels of development in the Dougherty Valley beyond an initial level of 8,500 residential units. f. At Developer's option, Developer may construct any Off-site Traffic Improvement. In the event that Developer does construct an Off- site Traffic Improvement, Developer shall receive a credit in the amount of the value of such Off-Site Traffic Improvement, which credit shall be deducted from the requirement of paying the Traffic Impact Fee as such fee becomes due. g. In determining the amount of the Traffic Impact Fee, County may credit Developer for that portion of the costs to be incurred by Developer in connection with the construction of On-Site Traffic Improvements that represents the extent to which the On-Site Traffic Improvements will serve subregional and regional traffic other than traffic generated by Windemere Ranch. h. Some portion of the Traffic Impact Fee may be allocated to and collected from commercial development (on a per-square-foot basis) to occur as a part of Windemere Ranch; provided, however, that the total amount of Traffic Impact Fee to be collected from residential development to occur as a part of Windemere Ranch (as determined above) shall be reduced by the amount of funds to be so collected from commercial development. L County shall not approve any tentative subdivision map or final development plan for any portion of the Dougherty Valley until such time as the Traffic Impact Fee has been determined, and shall condition the approval of any such subdivision map or development plan upon the payment of such Traffic Impact Fee. j. The provisions of this Section 3.01(5), which require Developer to fund or build its fair share of the Traffic Improvements at a substantial cost, 'are intended to implement the principle of Measure C (1988) that "new growth payo for the facilities required to meet the demands resulting from that growth." To ensure that the improved service levels expected to be provided by the Traffic Improvements will be enjoyed by residents of the Dougherty Valley and surrounding areas, the County shall not take any action that would have the effect (as 12 determined by the methodology employed by County in connection with its review of this Agreement) of degrading levels of service on the Traffic Improvements or otherwise impairing the ability of the Traffic Improvements to achieve their intended purpose. k. County shall not impose on Developer any fee or other obligation with respect to roads or traffic impacts other than as set forth in Sections 3.01(4) and 3.01(5) of this Agreement. (6) Processing Fees. Fees charged by County which solely represent the reasonable costs to County for County staff time and resources spent reviewing and processing Project Approvals are referred to in this Agreement as "Processing Fees." County may charge Developer any applicable Processing Fees that are operative and in force and effect on a Countywide basis at the time a Project Approval is reviewed and processed. (7) Mitigation Monitoring Program. Developer shall fund County's mitigation monitoring program for Windemere Ranch, as adopted by the Board on the First Approval Date and as it may hereafter be amended (the "Mitigation Monitoring Program"), through the payment of a fee not to exceed $100 per residential unit developed on the Windemere Site. (8) Financing of On-Site Improvements. a. County and Developer shall cooperate in the formation, prior to any development in the Dougherty Valley, of a dedicated County Service Area or other entity to receive a portion of the property taxes or assessments from the Windemere Site and the Shapell Site (the "County Service Area"), which County Service Area would be responsible for, among other things, the operation and maintenance of facilities and infrastructure to serve the Dougherty Valley. The County Service Area may continue, after the annexation of all or any portion of the Dougherty Valley to a city, to collect such taxes or assessments from such property for the operation and maintenance of such facilities and infrastructure. If the County Service Area does not continue to collect taxes or assessments from annexed property, funds shall be transferred from the County Service Area to the annexing city, as appropriate, for such city's operation and maintenance of facilities and infrastructure located on annexed property. The annexing city will operate and maintain any and all public facilities and infrastructure in or serving any portion of the Dougherty Valley, and located on property that has been annexed, at service levels at least equivalent to other such facilities and infrastructure in the annexing city. Any annexing city will agree to contract with the County Service Area (on mutually acceptable terms) for the operation 13 and maintenance of facilities and infrastructure that have not been annexed. b. To ensure that certain community facilities described in the Specific Plan (Community Center, Senior Center, Library, Police Substation) will be constructed on a timely basis and made available to Dougherty Valley residents at the appropriate time, County shall (except to the extent some other provision for the financing of such facilities is requested or established by Developer or Shapell, as appropriate) assess against residential units to be developed in the Dougherty Valley.a community facilities fee, tax or assessment in an amount sufficient to fund Developer's and Shapell's obligation to contribute to the cost of such facilities. Funds so collected will be made available to Developer or Shapell, as appropriate, for the construction of such facilities. The precise form, timing and amount of such fee, tax or assessment shall be subject to Developer's advance written approval. Section 3.02. Obligations of County. 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. ARTICLE 4. STANDARDS, LAWS AND PROCEDURES GOVERNING WINDEMERE RANCH Section 4.01. Permitted Uses. (1) In General. The permitted uses of the Windemere Site; the density and intensity of use of the Windemere Site; the maximum height, bulk and size of proposed buildings; provisions for reservation or dedication of land for public purposes and the location of public improvements; the location of public utilities; and other terms and conditions of development applicable to Windemere Ranch, shall be as set forth in the Planning Actions and,.as and when they are adopted or issued, the Project Approvals. (2) Exceptions. The permitted uses, density and intensity of use of the Windemere Site shall include 5,170 residential units and 266,000 square feet of commercial space, subject to the following limitations: a. All development of the Windemere Site shall be consistent with the General Plan, including the Growth Management Element thereof. County may modify the permitted uses of the Windemere Site to the extent necessary to attain such consistency, provided no other method of attaining such consistency is feasible. 14 b. The number and size of residential units and/or the square footage of commercial development permitted by this Agreement may be reduced by County to the extent such reduction is specifically required by an Action Plan adopted by the Contra Costa Transportation Authority pursuant to Measure C (1988); provided,however, that no such reduction shall occur unless and until each of the cities and counties now participating in the Tri-Valley Transportation Commission has entered into a binding agreement to apply similar and proportional density reductions to all development projects within their respective jurisdictions. C. County may modify the permitted uses of the Windemere Site to the extent necessary to satisfy County's obligations under CEQA and (as provided in Section 4.12 below) other State and federal laws, provided no other method of satisfying such obligations is feasible. d. Except to the extent otherwise specifically required by state or federal law, no modification of the permitted uses of the Windemere Site shall occur with respect to any portion of the Windemere Site with respect to which County has approved a tentative or vesting tentative subdivision map. Section 4.03. Applicable Law. The rules, regulations, official policies, standards and specifications applicable to Windemere Ranch (the "Applicable Law") shall be those set,forth in Planning Actions and (as and when they are adopted or issued) the Project Approvals and, with respect to matters not addressed by the Planning Actionsor the Project Approvals (as and when they are adopted or issued), those rules, regulations, official policies, standards and specifications (including the General Plan and County's ordinances and resolutions) in force and effect on the Second Approval Date. Section 4.04. No Conflicting Enactments. Except as otherwise specifically set forth herein, County shall not apply to Windemere Ranch (whether by action of the Board or otherwise, or by initiative, referendum, issuance of a Project Approval or other means, and whether through the exercise of County's police power or taxing power) any ordinance, resolution, rule, regulation, standard, directive, condition or other measure (each individually, a "County Law") that is in conflict with Applicable Law (including this Agreement) or that reduces the development rights provided by this Agreement. Without limiting the generality of the foregoing, any County Law shall be deemed to conflict with Applicable Law (including this Agreement) or reduce the development rights provided hereby if it would accomplish 15 any of the following results, either by specific reference to Windemere Ranch or as part of a general enactment which applies to or affects Windemere Ranch: a. except as otherwise specifically provided in Section 4.01(2) above, limit or reduce the density or intensity of Windemere Ranch, or any part thereof, otherwise require any reduction in the square footage or number of proposed buildings or other improvements or revise the densities permitted by the Specific Plan; b. except as otherwise specifically provided in Section 4.01(2) above, change any land use designation or permitted use of Windemere Ranch Site; C. except as otherwise specifically provided in Section 4.01(2) above, limit or control the location of buildings, structures, grading, or other improvements of Windemere Ranch in a manner that is inconsistent with or more restrictive than the limitations included in the Planning Actions or (as and when they are issued) the Project Approvals; d. limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities (for example, water rights, water connections or sewage capacity rights, sewer connections, etc.) for Windemere Ranch; e. limit or control the rate, timing, phasing or sequencing of the'approval, development or construction of all or any part of Windemere Ranch; f. apply to Windemere Ranch any County Law otherwise allowed by this Agreement that is not uniformly applied on a County-wide basis to all substantially similar types of development projects and project sites; g. require the issuance of additional permits or approvals by County other than those required by Applicable Law; h. establish, enact, increase, or impose against Windemere Ranch any fees, taxes (including without limitation general, special and excise taxes), assessments, liens or other monetary obligations other than (i) those specifically permitted by this Agreement (including Traffic Impact Fees, Processing Fees, fees to fund the Mitigation Monitoring Program and financial obligations associated with the financing of on-site improvements and services as set forth in Section 4.01(8) above) and (ii) any County-wide taxes and assessments; 16 L establish, enact, increase or impose against Windemere Ranch any rules, regulations, policies or standards that were not in effect on the First Approval Date, or otherwise impose against Windemere Ranch any condition, dedication or other exaction not specifically authorized by Applicable Law; or j. limit the processing or issuance of Project Approvals or applications for Project Approvals. Section 4.06. Uniform Codes Exception. Notwithstanding anything to the contrary contained in this Agreement, County may apply to Windeinere Ranch, at any time during the Term, then-current Uniform Building Code and other uniform construction codes, and County's then-current design and construction standards for road and storm drainage facilities, provided that any such uniform code or standard shall apply to Windemere Ranch only to the extent that such code or standard has been adopted by County and is in effect on a County-wide basis. Section 4.07. CEOA. County's environmental review of Project Approvals pursuant to CEQA shall utilize the EIR and the Addendum to the fullest extent permitted by law. Section 4.08. Growth Management. Notwithstanding anything to the contrary contained in Section 4.03 or 4.04 above, County may condition its issuance or approval of any application for development, which application is submitted to the County more than fifteen (15) years but less than twenty (20) years following the Effective Date, upon compliance with any performance standard that is contained in the Growth Management Element of the General Plan as of the date that is fifteen (15) years following the Effective Date. County may condition its issuance or approval of any application for development, which application is submitted to the County more than twenty (20) years following the Effective Date, upon compliance with any performance standard that is contained in the Growth Management Element of the General Plan as of the date that is twenty (20) years following the Effective Date. Section 4.09. Moratoria and Restrictions and Limitations on the Rate or Timing of Development. In the event a County Law is enacted (whether by action of the Board or otherwise, or by initiative, referendum, issuance of a Project Approval or other means) which relates to the growth rate, timing, phasing or sequencing of new development or construction in County or, more particularly, development and construction of all or any part of Windemere Ranch, such County Law shall not apply to Windemere Ranch, or any portion thereof. County Laws made inoperative by this 17 provision include, but are not limited to, those that were not in force and effect on the First Approval Date and that tie development or construction to the availability of public services and/or facilities (for example, the presence of a specified traffic level of service or water or sewer availability). Section 4.10. Further Assurances. a. 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. b. County shall not support, adopt or enact any County Law, or take any other action which would violate the express or implied provisions, conditions, spirit or intent of any of the Planning Actions or the Project Approvals. C. Developer reserves the right to challenge in court any County Law that would, in Developer's opinion, conflict with Applicable Law (including this Agreement) or reduce the development rights provided by this Agreement. d. County shall take any and all actions as may be necessary or appropriate to ensure that the vested rights provided by this Agreement can be enjoyed by Developer including, without limitation, any actions as may be necessary or appropriate to ensure the availability of public services and facilities to serve Windemere Ranch as development occurs. This may involve the immediate reservation of certain county-provided services and facilities and/or other actions relating to services and facilities provided by other agencies. Section 4.11. Life of Subdivision Maps. Development Approvals. and Permits. The term of any subdivision map or and other permit approved as a Project Approval shall automatically be extended as provided under California Government Code § 66452.6(a) or California Government Code § 65863.9. Notwithstanding the foregoing, the vested rights associated with any vesting tentative map (but not the term of such tentative map) shall terminate upon the expiration of the Term of this Agreement. 18 Section 4.12. State and Federal Law. As provided in California Government Code § 65869.5, this Agreement shall not preclude the application to Windemere Ranch of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations ("Changes in the Law"). In the event Changes in the Law prevent or preclude compliance with one or more provisions of this Agreement, such provisions of the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with Changes in the Law, and County and Developer shall take such action as may be required pursuant to this Agreement including, without limitation, Article 6 (Cooperation-Implementation) and Section 8.03 (Excusable Delays; Extension of Time of Performance). Not in limitation of the foregoing, nothing in this Agreement shall preclude County from imposing on Developer any fee specifically mandated and required by state or federal laws and regulations. Section 4.13. Timingof f Project Construction and Completion. a. Notwithstanding Sections 84-66.1406(1) and 84-66.1602 of the County Code, there is no requirement that Developer initiate or complete development of Windemere Ranch or any particular phase of Windemere Ranch within any particular period of time, and County shall not impose such a requirement on any Project Approval. The parties acknowledge that Developer cannot at this time predict when or the rate at which or the order in which phases will be developed. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors. b. In light of the foregoing and except as set forth in subsection (c) below, the parties agree that Developer shall be able to develop in accordance with Developer's own time schedule as such schedule may exist from time to time, and Developer shall determine which part of the Windemere Site to develop first, and at Developer's chosen schedule. In particular, and not in limitation of any of the foregoing, since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984), that the failure of the parties therein to consider and expressly provide for the timing of development resulted in a later- adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the parties' desire to avoid that result by acknowledging that Developer shall have the right to develop Windemere Ranch in such order and at such rate and at such times as Developer deems appropriate within the exercise of its subjective business judgment. 19 C. Nothing in this Agreement shall exempt Developer from complying with the Growth Management Element of the General Plan or from completing work required by a subdivision agreement, road improvement agreement or similar agreement in accordance with the terms thereof. Section 4.14. Developer Review of Infrastructure Plans. Developer shall have the right to review and comment on plans for any infrastructure improvement (including, without limitation, streets, roads, trails and detention basins) to be constructed on the Windemere Site by any private parry. In the event of any disagreement between Developer and County over the design or location of such improvements, such disagreement shall be addressed as described in Section 8.06 below ("Resolution of Disputes"). ARTICLE 5. AMENDMENT Section 5.01. Amendment of Planning Actions and Project Approvals. To the extent permitted by state and federal law, any Planning Action (other than this Agreement) or Project Approval may, from time to time, be amended or modified in the following manner: (1) Administrative Amendments. Upon the written request of Developer for an amendment or modification to a Planning Action (other than this Agreement) or Project Approval, the Community Development Director or his/her designee shall determine: (i) whether the requested amendment or modification is minor when considered in light of Windemere Ranch as a whole; and (ii) whether the requested amendment or modification is consistent with Applicable Law (other than that portion of Applicable Law sought to be amended). If the Community Development Director or his/her designee finds that the proposed amendment or modification is both minor and consistent with Applicable Law (other than that portion of Applicable Law sought to be amended), the amendment shall be determined to be an "Administrative Amendment" and-the Community Development Director or his designee may, except to the extent otherwise required by law, approve the Administrative Amendment without notice and public hearing. For the purpose of this Article 5, lot line adjustments, changes in trail alignments, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, variations in the location of lots or homesites that do not substantially alter the design concepts of Windemere Ranch, and variations in the location or installation of utilities and other infrastructure connections or facilities that do not substantially alter the design concepts of Windemere Ranch, shall be treated as Administrative Amendments. 20 (2) Non-Administrative Amendments. Any request of Developer for an amendment or modification to a Planning Action (other than this Agreement) or Project Approval which is determined not to be an Administrative Amendment as set forth above shall be subject to review, consideration and action pursuant to Applicable Law (other than subsection (1) above). Section 5.02. Amendment Of This Agreement. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the parties hereto or their successors in interest, as follows: (1) Insubstantial Amendments. Paragraph G of County's "Procedures and Requirements for the Consideration of Development Agreements" (adopted by Board Resolution No. 85/412) permits a development agreement to establish an alternative procedure for the processing of "insubstantial amendments" to such an agreement. Pursuant to said Paragraph G, any amendment to this Agreement which does not relate to (i) the Term of this Agreement, (ii) permitted uses of the Windemere Site, (iii) provisions for the reservation or dedication of land, (iv) conditions, terms, restrictions or requirements for subsequent discretionary actions, (v) the density or-intensity of use of the Windemere Site or the maximum height or size of proposed buildings or (vi) monetary contributions by Developer, shall not, except to the extent otherwise required by law, require notice or public hearing before the parties may execute an amendment hereto. (2) Amendment Exemptions. No amendment of a Planning Action (other than this Agreement), Project Approval or the Affordable Housing Program shall require an amendment to this Agreement. Instead, any such amendment automatically shall be deemed to be incorporated into Windemere Ranch and vested under this Agreement. (3) Parties Required to Amend. Where a portion of Developer's rights or obligations have been transferred and a "Transfer Agreement" (as described in Article 13 below) has been executed in connection therewith; the signature of the person to whom such rights or obligations have been transferred shall not be required to amend this Agreement unless such amendment would materially alter the rights or obligations of such transferee hereunder; provided, however, that any such transferee shall be provided with thirty (30) days' prior written notice of any amendment to this Agreement. (4) Non-Assuming.Transferees. In no event shall the signature or consent of any "Non-Assuming Transferee" (described in Section 13.03 below) be required to amend this Agreement. 21 ARTICLE 6. COOPERATION-IMPLEMENTATION Section 6.01. Processing. (1) In taking the Planning Actions, County has established standards and procedures to guide the future development of Windemere Ranch. The Project Approvals shall be deemed to be tools to implement those standards and procedures and must be consistent therewith. (2) Without limiting the generality of the foregoing, County shall not, through any Project Approval or the imposition of any condition of approval thereto, enact or impose against Windemere Ranch any ordinance, resolution, rule, regulation, standard, directive, condition or other measure that is in conflict with Applicable Law (including this Agreement) as it exists immediately prior to the issuance of such Project Approval, or that reduces the development rights provided by this Agreement. (3) Upon submission by Developer of all appropriate applications and processing fees for any Project Approval, County shall commence and complete (and shall use its best efforts to promptly and diligently commence and complete) all steps necessary to act on the Project Approval application including, without limitation, (i) the notice and holding of public hearings and (ii) the decision whether to approve the Project Approval application as set forth below. (4) An application by Developer for a Project Approval may be denied by County only if such application does not comply with Applicable Law, is inconsistent with the Planning Actions (provided, however, that inconsistency with a Planning Action shall not constitute grounds for,denial of a Project Approval requested by Developer that is an amendment to that Planning Action) or County is unable to make all findings,required by state law in connection with such Project Approval. County may approve an application for such a Project Approval subject to any conditions necessary to bring the Project Approval into compliance with Applicable Law, make the Project Approval consistent with the Planning Actions or allow County to make the findings required by state law, so long as such conditions comply with subsection(2) of this Section 6.01. If County denies any application-for a Project Approval, County must specify in making such denial modifications which are required to obtain approval of such application. Any such specified modifications must be consistent with this Agreement (including subsection (2) of this Section 6.01) and Applicable Law, and County shall approve the application if subsequently resubmitted for County review if it complies with the specified modifications. 22 (5) Developer shall, in a timely manner, provide County with all documents, applications, plans, and other information necessary for County to carry out its obligations hereunder and cause Developer's planners, engineers, and all other consultants to submit, in a timely manner, all required materials and documents therefor. Section 6.02. Eminent Domain Powers. County shall cooperate with Developer in implementing the Planning Actions and Project Approvals. To the extent permitted by law,.such cooperation shall include, without limitation, the use by County of its eminent domain powers where necessary to implement the Planning Actions and any Project Approvals. Section 6.03. Other Government Permits. Developer shall apply for such other permits and approvals as may be required by other governmental or quasi- governmental agencies in connection with the development of, or the provision of services to, Windemere Ranch. County shall cooperate with Developer in its efforts to obtain such permits and approvals and shall, from time to time at the request of Developer, use its best efforts to enter into binding agreements with any such agency as may be necessary to ensure the availability of such permits and approvals. ARTICLE 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE Section 7.01. Cooperation. (1) In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of any Planning Action or Project Approval, the parties shall cooperate in defending such action or proceeding, or proceeding to settlement or final judgment. Each party shall select its own legal counsel and retain such counsel at its own expense, and in no event shall County be required to bear the fees or costs of Developer's attorneys. Developer shall save and hold harmless County from and against any and all claims and awards for third-party attorneys' fees associated with such action or proceeding. (2) The parties agree that this Section 7.01 shall constitute a separate agreement entered into concurrently, and that if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the parties agree to be bound by the terms of this section, which shall survive such invalidation, nullification or setting aside. 23 Section 7.02. Cure: Reapproval. (1) If, as a result of any administrative, legal or equitable action or other proceeding as described in Section 7.01, all or any portion of the Planning Actions (including, but not limited to, this Agreement) or Project Approvals are set aside or otherwise made ineffective by any judgment (a "Judgment") in such action or proceeding (based on procedural, substantive or other deficiencies, hereinafter "Deficiencies"), the parties agree to use their respective best efforts to sustain and reenact or readopt those Planning Actions and/or Project Approvals that the Deficiencies related to, as follows, unless the Parties mutually agree in writing to act otherwise: a. If any Judgment requires reconsideration or consideration by County of a Planning Action or Project Approval, then the County shall consider or reconsider that matter in a manner consistent with the intent of this Agreement. If any such Judgment invalidates or otherwise makes ineffective all or any portion of any Planning Action or Project Approval, then the Parties shall cooperate and shall cure any Deficiencies identified in the Judgment or upon which the Judgment is based in a manner consistent with the intent of this Agreement. County shall then readopt or reenact the Planning Action or Project Approval, or any portion thereof, to which the Deficiencies related. b. Acting in a manner consistent with the intent of this Agreement includes, but is not limited to, recognizing that the Parties intend that, subject to the provisions Section 4.01(2) above, Developer may develop 5,170 residential units at the densities provided in the Specific Plan and 266,000 square feet of commercial uses, and adopting such ordinances, resolutions, and other enactments, including but not limited to zoning ordinances and general plan amendments, as are necessary to readopt or reenact all or any portion of the Planning Actions and/or Project Approvals without contravening the Judgment. C. The provisions of subsections (a) and (b) above are subject to the following limitations: Any additional, revised or modified environmental mitigation measures or alternatives that might be imposed as a result of a Judgment shall comply with subsection (b) above. County's discretion in reviewing any information regarding environmental impacts or alternatives shall be limited by subsection (b) above. 24 (2) The parties agree that this Section 7.02 shall constitute a separate agreement entered into concurrently, and that if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the parties agree to be bound by the terms of this section, which shall survive such invalidation, nullification or setting aside. ARTICLE 8. DEFAULT; REMEDIES; TERMINATION Section 8.01. General Provisions. (1) Defaults. Any failure by either party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other party (unless such period is extended by mutual written consent), shall constitute a default under this Agreement. Any'notice given pursuant to the preceding sentence 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. (2) Termination. If County elects to consider terminating this Agreement due to a material default of Developer, then County shall give a notice of intent to terminate this Agreement and the matter shall be scheduled for consideration and review by the Board at a duly noticed and conducted public hearing. Developer shall have the right to offer written and oral evidence prior to or at the time of said public hearings. If the Board determines that a material default has occurred and is continuing, and elects to terminate this Agreement, County shall give written notice of termination of this Agreement to Developer by certified mail and this Agreement shall thereby be terminated sixty (60) days thereafter; provided, however, that if Developer files an action to challenge County's termination of this Agreement within such sixty- day period, then this Agreement shall remain in full force and effect until a trial court has affirmed County's termination of this Agreement and all appeals have been exhausted (or the time for requesting any and all appellate review has expired). 25 Section 8.02. Annual Review. (1) On or before October 15 of each year, the Developer shall submit to the County Community Development Department a report demonstrating the good-faith compliance with the terms of the Agreement. This review shall be limited in scope to compliance with the terms of this Agreement. (2) The Community Development Director shall consider the staff report at a noticed public hearing. After considering the evidence presented at such public hearing, the Community Development Director shall adopt, adopt with modifications or deny the staff report. (3) Prior to January 30 of each calendar year, and based on the staff report, the Community Development Director shall make a determination regarding compliance with the Agreement. If the Community Development Director finds and determines that Developer has not complied with such terms and conditions, and non-compliance may amount to a default if not cured, then the Community Development Director may deliver a Default Notice pursuant to Section 8.01 of this Agreement, in which case the provisions of Section 8.01 shall apply. If the Community Development Director does not send such a default Notice, then the Community Development Director and County shall take no further action; the County, including the Community Development Director, may exercise its right relating to any such event of default only after complying with Section 8.01 of this Agreement. (4) County shall deliver to developer a copy of all staff reports and documents to be used or relied upon in conducting the Annual Review and, to the extent practical, related exhibits concerning Developer's performance hereunder, at least ten (10) days prior to any such Annual Review. Developer shall be permitted during the Annual Review to respond orally or by a written statement, or both, to County's evaluation of Developer's performance. (5) In the event County fails to either: (i) conduct the Annual Review or (ii) notify Developer in writing (following the time during which the review is to be conducted) of County's determination as to compliance or noncompliance with the terms of this Agreement and such failure remains uncured as of 60 days following the anniversary of the Effective Date in any year during the term of this Agreement, such failure shall be deemed an approval by County of Developer's compliance with the terms of this Agreement for that Annual Review period. 26 (6) With respect to any year for which an Annual Review is conducted and compliance is approved, or with respect to any year in which County is deemed to approve of Developer's compliance with this Agreement pursuant to the preceding paragraph, County, upon request of Developer, shall provide Developer with a written "Notice,of Compliance," pursuant to Article 15 of this Agreement. Section 8:03. Excusable Delays: Extension of Time of Performance. Notwithstanding anything to the contrary contained herein, neither party shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, restrictions imposed or mandated by other governmental entities (including new or supplemental environmental regulations), enactment of conflicting state or federal laws or regulations or similar basis for excused performance which is not within the reasonable control of the party to be excused. Upon the request of either party hereto, an extension of time for the performance of any obligation whose performance has been so prevented or delayed will be memorialized in writing. The term of any such extension shall be equal to the period of the excusable delay, or longer, as may be mutually agreed upon. Section 8.04. Legal Action. Either party may, in addition to any other rights or remedies, institute an equitable action to cure, correct, or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation thereof or enforce by specific performance the obligations and rights of the parties hereto, or to obtain any remedies consistent with the foregoing. In no event shall either County or Developer be entitled to monetary damages for breach of contract by the other party to this Agreement. Section 8.05. California Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Section 8.06. Resolution of Disputes. With regard to any dispute involving development of the specific plan area, the resolution of which is not provided for by this Agreement or Applicable Law, Developer shall, at County's request, meet with County and/or any party designated by County. The parties to any such meetings shall attempt in good faith to resolve any such disputes. However, nothing in this provision shall in any way be interpreted as requiring that Developer and County and/or County's designee reach agreement with regard to those matters being 27 addressed, nor shall the outcome of these meetings be binding in any way on County or Developer unless.expressly agreed to by the parties to such meetings. ARTICLE 9. DEFENSE AND INDEMNITY (1) Developer's Actions. Developer shall defend and indemnify County and its elected and appointed officers, agents, employees, and representatives from claims, costs, and liabilities for any personal injury, death, or physical property damage (including inverse condemnation) to any third party which arises, directly or indirectly, as a result of the construction of Windemere Ranch, or of operations performed under this Agreement, by Developer or by Developer's contractors, subcontractors, agents or employees, whether such operations were performed by Developer or any of Developer's contractors, subcontractors, or by any one or more persons directly or indirectly employed by, or acting as agent for Developer or any of Developer's contractors or subcontractors. (2) County's Actions. Nothing in this section shall be construed to mean that Developer shall defend or indemnify County or its elected or appointed officers, agents, employees and representatives from any claims of personal injury, death or property damage arising from, or alleged to arise from the maintenance or repair by County of improvements that have been offered for dedication and accepted by County for maintenance. ARTICLE 10. NO AGENCY, JOINT VENTURE OR PARTNERSHIP It is specifically understood and agreed to by and between the parties hereto that: (i) the subject development is a private development; (ii) County has no interest or responsibilities for, or duty to, third parties concerning any improvements until such time, and only until such time, that County accepts the same pursuant to the provisions of this Agreement or in connection with the various Planning Actions or Project Approvals; (iii) Developer shall have full power over and exclusive control of Windemere Ranch herein described, subject only to the limitations and obligations of Developer under Planning Actions and Project Approvals; and (iv) County and Developer hereby renounce the existence of any form of agency relationship, joint venture or partnership between County and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between County and Developer. 28 I ARTICLE 11. MISCELLANEOUS Section 11.01. Incornoration of Recitals and Introductory Paragraph. The Recitals contained in this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein. Section 11.02. Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, Developer may (in Developer's sole and absolute discretion) terminate this Agreement by providing written notice of such termination to County. Section 11.03. Other Necessary Acts. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to carry out Planning Actions and Project Approvals and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. Section 11.04. Construction. Each reference in this Agreement to any of the Planning Actions or Project Approvals shall be deemed to refer to the Planning Action or Project Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. This Agreement has been reviewed and revised by legal counsel for both County and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Section 11.05. Covenants Running with the Land. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to California law including, without limitation, Civil Code Section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Windemere Site, as appropriate, runs with the Windemere Site and is binding upon the owner of all or a portion of the Windemere Site and each successive owner during its ownership of such property. 29 ARTICLE 12. NOTICES Any notice or communication required hereunder between County or Developer must be in writing, and may be given either personally or by registered or certified mail (return receipt requested). 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 hereto may at any time, by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the parties at their addresses set forth below: If to County, to: Director of Community Development Contra Costa County Administration Building 651 Pine Street Martinez, CA 94553 Telephone: (510) 646-2026 Facsimile: (510) 646-1309 With Copies to: County Counsel Contra Costa County Administration Building 651 Pine Street, Ninth Floor Martinez, CA 94553 Telephone: (510) 646-2074 Facsimile: (510) 646-1078 Director of Public Works 255 Glacier Drive Martinez, CA 94553 Telephone: (510) 313-2000 Facsimile: (510) 313-2333 30 If to Developer, to: Windemere Ranch Partners 1350 Treat Boulevard, Suite 560 Walnut Creek, California 94596 Telephone: (510) 867-3250 Facsimile: (510) 867-3260 With Copies to: Morrison& Foerster P.O. Box 8130 101 Ygnacio Valley Road, Suite 450 Walnut Creek, California 94596 Attention: David A. Gold R. Clark Morrison Telephone: (510) 295-3300 Facsimile: (510) 946-9912 ARTICLE 13. ASSIGNMENT, TRANSFER AND NOTICE Section 13.01. Assignment of Interests. Rights and Obligations. Developer may transfer or assign all or any portion of its interests, rights or obligations under the Planning Actions (including this Agreement) or the Project Approvals to third parties acquiring an interest or estate in Windemere Ranch or any portion thereof including, without limitation, purchasers or ground lessees of lots, parcels or facilities. Section 13.02. Transfer Agreements. a. In connection with the transfer or assignment by Developer of all or any portion of Windemere Ranch (other than a transfer or assignment by Developer to an affiliated party, a "Mortgagee" (as defined in Section 14.01 below) or a "Non-Assuming Transferee" (as defined in Section 13.03 below)), Developer and the transferee shall enter into a written agreement (a "Transfer Agreement") regarding the respective interests, rights and obligations of Developer and the transferee in and under the Planning Actions and the Project Approvals. Such Transfer Agreement may (i) release Developer from obligations under the Planning Actions (including this Agreement) or the Project Approvals that pertain to that portion of Windemere Ranch being transferred, as described in the Transfer Agreement, provided that the transferee expressly assumes such obligations, (ii) transfer to the transferee vested rights to improve that portion of Windemere Ranch being transferred and (iii) address any other matter deemed by Developer to be necessary or appropriate in connection with the 31 transfer or assignment. b.- Developer shall seek County's prior written consent to any Transfer Agreement, which consent shall not be unreasonably withheld or delayed. Failure by County to respond within forty-five (45) days to any request made by Developer for such consent shall be deemed to be County's approval of the Transfer Agreement in question. County may refuse to give its consent only if, in light of the proposed transferee's reputation and financial resources, such transferee would not in County's reasonable opinion be able to perform the obligations proposed to be assumed by such transferee. Such determination shall be made by the Community Development Director, and is appealable by Developer to the Board. C. Any Transfer Agreement shall be binding on Developer, County and the transferee. Upon recordation of any Transfer Agreement in the Official Records of Contra Costa County, Developer shall automatically be released from those obligations assumed by the transferee therein. d. Developer shall be free from any and all liabilities accruing on or after the date of any assignment or transfer with respect to those obligations asiumed by a transferee pursuant to a Transfer Agreement. No breach or default hereunder by any"person succeeding to any portion of Developer's obligations under this Agreement shall be attributed to Developer, nor may Developer's rights hereunder be cancelled or diminished in any way by any breach or default by any such person. Section 13.03. 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 one or more separate legal parcels for office, commercial, industrial, open space, park, school or other nonresidential uses. The transferee in such a transaction and its successors ("Non-Assuming Transferees") shall be deemed to have no obligations under this Agreement, but shall continue to benefit from the vested rights provided by this Agreement for the duration of the Term. Nothing in this section shall exempt any property transferred to a Non-Assuming Transferee from payment of applicable fees 32 transfer or assignment. b: Developer shall seek County's prior written consent to any Transfer Agreement, which consent shall not be unreasonably withheld or delayed. Failure by County to respond within forty-five (45) days to any request made by Developer for such consent shall be deemed to be County's approval of the Transfer Agreement in question. County may refuse to give its consent only if, in light of the proposed transferee's reputation and financial resources, such transferee would not in County's reasonable opinion be able to perform the obligations proposed to be assumed by such transferee. Such determination shall be made by the Community Development Director, and is appealable by Developer to the Board. C. Any Transfer Agreement shall be binding on Developer, County and the transferee. Upon recordation of any Transfer Agreement in the Official Records of Contra Costa County, Developer shall automatically be released from those obligations assumed by the transferee therein. d. Developer shall be free from any and all liabilities accruing on or after the date of any assignment or transfer with respect to those obligations assumed by a transferee pursuant to a Transfer Agreement. No breach or default hereunder by any.person succeeding to any portion of Developer's obligations under this Agreement shall be attributed to Developer, nor may Developer's rights hereunder be cancelled or diminished in any way by any breach or default by any such person. Section 13.03. 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 one or more separate legal parcels for office, commercial, industrial, open space, park, school or other nonresidential uses. The transferee in such a transaction and its successors ("Non-Assuming Transferees") shall be deemed to have no obligations under this Agreement, but shall continue to benefit from the vested rights provided by this Agreement for the duration of the Term. Nothing in this section shall exempt any property transferred to a Non-Assuming Transferee from payment of applicable fees 32 and assessments or compliance with applicable conditions of approval. ARTICLE 14. MORTGAGEE PROTECTIONS Section 14.01. Mortgagee Protection. Notwithstanding any other provision of this Agreement, neither this Agreement nor any provision, amendment or breach of this Agreement shall operate to defeat or render invalid the rights of any present or future "Mortgagee" (defined below) under a "Mortgage" (defined below) encumbering the Windemere Site or any part thereof, or any interest therein, made for value; provided, however, that after the "Foreclosure" (defined below) of any such Mortgage, the portion of Windemere Ranch or the interest therein, that had been encumbered by such Mortgage shall remain subject to and entitled to the benefits of this Agreement. As used in this Agreement, (i) the term "Foreclosure" shall mean judicial foreclosure, sale under a power of sale, or deed in lieu of either of the foregoing or a private or public foreclosure sale under the California Uniform Commercial Code, (ii) the term "Mortgage" shall mean a mortgage, deed of trust, or other security instrument and (iii) the term "Mortgagee" shall mean a mortgagee, a beneficiary of a deed of trust or the secured party under any other security instrument. Section 14.02. Notice of Default to Mortgagee. If County receives notice from a Mortgagee requesting a copy of any notice of default given to Developer hereunder and specifying the address for service of such copy, then County shall deliver to such Mortgagee, concurrently with service thereon to Developer, any notice given to Developer under Section 8.01 above. Each Mortgagee shall have the right, but not the obligation, at its option, to cure or remedy any such default under this Agreement by the Developer in accordance with Section 14.03 below. Section 14.03. Mortgagee Opportunity to Cure. This Agreement shall not be terminated by County as to any Mortgagee (i) who has requested notices of default, as set forth above, but is not given notice by the County or (ii) to whom such notice is given and as to which either of the following is true: (1) as to any default involving the payment of money to County by Developer, such Mortgagee has cured such default within sixty (60) days after receipt of notice of default; 33 (2) as to any default not involving the payment of money by Developer to County: a. , such Mortgagee has cured, or caused to be cured, the default within ninety (90) days after receipt or notice thereof; or b. such Mortgagee, within ninety (90) days after the receipt of notice of default, commences foreclosure proceedings to-acquire title to the applicable portion of Windemere Ranch and thereafter diligently pursues the Foreclosure to completion. Subject to the foregoing, if any Mortgagee records a notice of default as to its Mortgage, Developer's rights and obligations under this Agreement may be transferred to the Mortgagee or to any purchaser of the Developer's interest in a Foreclosure. Section 14.04. Approval by Mortgagees. County recognizes that the provisions of this Agreement may be a matter of concern to any Mortgagee intending to make a loan secured by a Mortgage encumbering the Windemere Site, or a portion thereof. If such Mortgagee should require, as a condition to such financing, any modification of this Agreement to protect its security interest in the Windemere Site or portion thereof, County shall execute the appropriate amendments; provided, however, that County shall not be required (but is permitted) to make any modification that would (i) materially and adversely affect County's rights hereunder, (ii) increase County's obligations hereunder, (iii) reduce Developer's obligations hereunder or (iv) constitute an amendment other than an "Insubstantial Amendment" as described in Section 5.02 above. Section 14.05. Notice of Proposed Amendment to Mortgagee. This Agreement may be amended without the approval or execution of any such amendment by any Mortgagee. However, if County receives notice from a Mortgagee requesting notices of proposed amendments, County shall provide a copy of any proposed amendment to such Mortgagee. Section 14.06. Dougherty Valley Development Strategy. The Dougherty Valley is the subject of a comprehensive and integrated planning effort. It has been designed to allow development by phases. The timing of phase development will reflect market conditions and business decisions of the developers of the Dougherty Valley, while requiring that each phase make provision for its needs for infrastructure, services and amenities. Recognizing this development strategy, it is the intent of the 34 Parties that while development must occur in furtherance of the valley-wide Dougherty Valley planning effort and the County's Growth Management Element, developers of the Dougherty Valley be able to pursue development in a manner commensurate with their own goals and resources. Therefore, subject to Section 3.01(4) of this Agreement, County shall not impose any condition to a Project Approval that cannot be met solely by Developer. ARTICLE 15. NOTICE OF COMPLIANCE Within thirty (30) days following any written request which Developer may make from time to time, County shall execute and deliver to Developer (or to any party requested by Developer) a written "Notice of Compliance," in recordable form, duly executed and acknowledged by County, that certifies: (1) This Agreement is unmodified and in full force and effect, or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modifications; (2) There are no current uncured defaults under this Agreement or specifying the dates and nature of any such default; (3) Any other information reasonably requested by Developer. The failure to deliver such a statement within such time shall constitute a conclusive presumption against County that this Agreement is in full force and effect without modification except as may be represented by the Developer and that there are no uncured defaults in the performance of the Developer, except as may be represented by the Developer. Developer shall have the right at Developer's sole discretion, to record the Notice of Compliance. ARTICLE 16. ENTIRE AGREEMENT, COUNTERPARTS AND EXHIBITS This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to be an original. This Agreement consists of (� pages, _notary acknowledgment pages, and two (2) exhibits which constitute in full, the final and exclusive understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part 35 of the subject matter hereof. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of County and the Developer. The following exhibits are attached to this Agreement and incorporated herein for all purposes: (i) Exhibit A - Legal Description (ii) Exhibit B - Traffic Improvements ARTICLE 17. RECORDATION OF DEVELOPMENT AGREEMENT Pursuant to California Government Code § 65868.5, no later than ten (10) days after County enters into this Agreement, the County Clerk shall record an executed copy of this Agreement in the Official Records of the County of Contra Costa. IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and County as of the day and year first above written. WINDEMERE RANCH PARTNERS, a California limited partnership By: SOMERSET HOMES, a California corporation Its: General Partner By: F. Allan Chapman President By: WINDEMERE GENERAL PARTNERS, a California general partnership Its: Managing General Partner By: CWL WINDEMERE ASSOCIATES, L.P., a California limited partnership Its: General Partner 36 By: CWL WINDEMERE GROUP, a California limited partnership Its: General Partner By: F. Allan Chapman, General Partner COUNTY OF CONTRA COSTA By: Harvey Bragdon Its: Director of Community Development APPROVED AS TO FORM: VICTOR J. WESTMAN County Counsel County of Contra Costa By: Silvano B. Marchesi Assistant County Counsel 37 Y75777[rcm2] 10-14AR-94 11:39:12 EXHIBIT A Legal Description Y75777[rcm2] EXHIBIT A LEGAL DESCRIPTION OF PROPERTY REAL PROPERTY in an unincorporated area,County of Contra Costa, State of California,described as fdlaws: PARCEL ONE: A panel of land situated in the Rancho San Ramon, Contra Costa County, California, being all of Lots 22, 23, 24 and 25 of the Map of the Estate of Ermabeth A Dougherty as said Map is recorded in Book C Of Maps at Page 63, lying within the following described boundary. Commencing at the 1 1/2' iron pipe with tag marked LS 4477 at the southwest comer of said Lot 24 as shown on the Record of Survey recorded in Book 68 of Land Survey Maps at Page 20,Official Records of Contra Costa County; thence North 22. 07'54' East along the westerly line of Lot 24 as shown on said Record of Survey, 236.36 feet to the point of beginning; thence along the westerly and northerly Ines of Lot 24 as .shown on said Record of Survey the folWafng courses and distances: tr Nf11�1E7 A - 1 1 i North 22° Or 54' East 588.46 feet; North 28. OT 54' East 396.08 feet; North 53. 06' 1 T East 330.63 feet; North 4W 36'Sr East 594.88 feet; North 20. 52' 53' East 481.65 feet; South SW 52'59' East 3490.31 feet; Thence leaving said northerly line of lot 24 and along the following courses and distances: South 19. 38' i5'West 1896.78 feet; South 06° 41'36' East 809.15 feet; North 72. 40' 16' West 2217.98 feet; North 88. 44' SW West 2106.57 feet; To the point of beginning. A.P.No.: 206-050-006 PARCEL TWO: A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being all of Lots 21, 22. 23, 24, 25 and 26 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63, lying within the following described boundary. Commencing at the 1 112' iron pipe with tag marked LS 4477 at the southwest comer of said Lot 25 as shown.on the Record of Sunray recorded in Book 68 of Land Survey Maps at Page 20 Official Records of Contra Costa County;thence North 38.37'32' East along the westerly line of Lot 25 as shown on said Record of Survey, 53.5.10 feet to the point of beginning; thence continuing along said westerly line the following courses and distances: North 14. 52'42" East 709.65 feet~ North 31. 52' 49' East 372.42 feel; North 22° O7'S4" East 236.36 feet;. Thence leaving said westerly line and akin the following tota5es and distances: South 880 44'58' East 2106.57 feed South 72' 40' 16' East 2217.98 feet; South 06. 41'36' East 708.77 feet; South 24' 13'46'West 884.33 feet; North 76' 38' 14•West 3651.87 feet North 79. Sr 30" West 871.37 feet To the pokit of beginning. A.P.No.: 206-050-007 PARCEL THREE A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being all of Lots 21, 22. 25, 26 and 27 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63 lying within the following described boundary. Jr-I"%1 • iMrruttc �, i A - 2 Commencing at the 1 1/2' iron pipe at the southwest comer of said Lot 26 as shown on the Record of Survey recorded in Book 68 of Land Survey Maps at Page 20, official Records of Contra Costa County, thence North 1W 43'49' East along the westerly line of Lot 26 as shown on said Record of Surrey, 278.22 feet to the point of beginning; thence continuing along said westerly One of Lot 26 and the westerly One of said Lot 25 as shown on said Record of Survey the following courses and distances: North 16. 43' 49' East 286.61 feed~ North 46' 11'32' East 317.30 feet; North 35' 07' 42' East 810.38 feet; North 38' 37'32' East 535.10 feet; Thence leaving the westerly line of Lot 25 and along the following courses and distances: South 79. Sr 30' East 871.37 feet; South 76. 38' 14' East 3651.87 feet; South 24. 13' 46' West 1256.89 feet; North 83' 32' 15'West 5039.04 feet; To the point of beginning. A.P.No.: 206-050-008 PARCEL FOUR: A parcel of land situated in the-Rancho San Ramon, Contra Costa County, California, being all of Lots 21, 26, 27, 28, 37 and 38 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book-C of Maps at Page 63 lying within the following described boundary. Commencing at the 1 1/2' Iron piped with tag marked LS 4477 at the southwest comer of said Lot 27 as shown on the Record of Survey recorded in Boric 68 of Land Survey Maps at Page 20,Official Records of Contra Costa Courtly, thence North 00. 15'29'West along the westerly One of Lot 27 as shown on said Record of Survey, 396.17 feet to the point of beginning;thence continuing along said westerly One of Lot 27 and along the westerly One of said Lot 26 as shown on said Record of Survey, the following courses and distances: North 15. 13' S4" Fust 429.38 feet; North 18' 45' 20'West 461.93 feet; North 31. 12' SW East 594.77 feet; North Or 30'28'West 659.73 feet; North 13. 28'S9' East 326.98 feet; North Mr 12',41' East 280.88 feet; North 16' 43'49' East 278.22 feet; Thence leaving the westerly line of Lot 25 and along the following courses and distances: South 83. 32'.15' West 5039.04 feet; South 24' 13' 46' West 1793.85 feet; South SW 40' 37'West 1863.13 feet; South 61. 53' 316 West 151124 feet North 790 30' S2'West 1389.27 feet; A - 3 } To the point of beginning. A.P.No.: 206-050-009 PARCEL F1VE: A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being all of Lots 21, 27, 28, 30, 37 and 38 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63, lying within the following described boundary. Commencing at the 1 1J2' iron pipe with tag marked LS 4477 at the southwest comer of said Lot 27 as shown on the Record of Survey recorded in Book 68 of Land Survey Maps at Page 20, Official Records of Contra Costa County; thence Nath 00. 15'29'West along the westerly line of Lot 27 as shown on said Record of Survey, 396.17 feed thence South 79. 30' 52` East, M 1389.27 feet to the point of beginning; thence along the following courses and distances: North 61. 53, 31' East 151124 feet; North 86. 40'3T East 1863.13 feet; South 10. 27' 08' West 2017.48 feet; South 85' 37' 28`West 1900.54 feet; North 35° Zr 02' West 1606.89 feet To the point of beginning. A.P.No.: 206-090-004 PARCEL SIX: A parcel of land situated in the Rancho San Ramon, Contra Costa County, California,,being all of Lots 27, 30, 37 and 38 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63, lying within the following described boundary. Beginning at the 1 1/2' iron pipe with tag marked LS 4477 at the northwest corner of said Lot 37 as shown on the Record of Surrey recorded in Book 68 of Land Survey Maps at Page 20, Official Records of Contra Costa County; thence North 000 15'29'West along the westerly line of Lot 27 as shown on said Record of Surrey,396.17 feet;thence leaving said westerty line and along the following courses and distances: South 79' 30' 52' East 138927 feet; South 3W 27'OL" East 1606.89 feet; South 55' S8' 11"West 3036.06 feet; To the westerly line of said Lot 37 as shown on said Record of Surrey. thence along said westerly be the following courses and distances: North 35. 30' 46'West 1744.38 feet; North 420 26' 53' East 264.40 feet; North 86' 52' 12' East 562.01 feet; North 21* 58' 30' East 1316.13 feet To the point of beginning. A.P.No.: 206-090-005 MmwEa i A - 4 PARCEL. SEVEN: A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being all Of Lots 28, 2i, 30. 37 and 38 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded In Book C of Maps at Page 63, lying within the following described boundary. Beginning at the 1 1/2' iron pipe at the westerly comer of said Lot 30 as shown on the Record of Survey recorded in Book 68 of Land Survey Maps at Page 20, Official Records of Contra Costa County thence North 35. 30' 46'West along the westerly line of said Lot 30 as shown on said Record of Survey, 366.18 feet;thence leaving said westerly line and along the following courses and distances: North SW 56':11' East 3036.06 feet; North 85' 3r 28' East 1900.54 feet South 00' 58' 50' West 175326 feet South 2r 02' 31' West 187424 feet North 89. 1 r 29'West 2015.55 feet To said westerly liras of Lot 30; thence along said westerly line the following courses and distances: North 36. 59' 490 West 481.74 feet; North 64' 32' 38' West 612.93 feet; North 3r 00'ASO West 758.45 feet To the point of beginning. A.P.No.: 206-090-006 PARCEL EIGHT: A parcel of land situated to the Rancho San Ramon, Contra Costa County, Califomia, being all of Lots 18, 19, 28, 29 and 30 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in.Book C of Maps at Page 63, lying within the following described boundary: Commencing at the hub and tadc at the southerly comer of that parcel of land shown on the Record of Survey recorded In Book 68 of Land Survey Maps at Page 20, Official Records of Contra Costa County; them North 4r 38' 45' West along the southerly boundary thereof, 1165.71 feet to the point of beginning;thence leaving said southerly Kne and along the following courses and distances: North 14' 00''31' East 2881.61 feet North 76. 4r SW West 1495.21 feet; South 2r 02'31'West 1874.24 feet To a 6'by 6'concrete monument with nail at an angle point in said southerly One, thence South 47- 38' 45' East along said southerly One, 2178.99 feet to the point of beginning. A.P.No.: 206-090-007 �lhmaisc 1 A - 5 { PARCEL NINE A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being ail of lots 17, 18, 19, 28 and 29 of the Map of the Estate of Eambeth A. Dougherty as said Map is recorded In Book C of Maps at Page 63, lying within the following described boundary. Beginning at the Y iron pipe with tag marked LS 3400 at the southeast comer of that parcel of land shown on the Record of Survey recorded in Book 68 of Land Survey Maps at Page 20, Official Records of Contra Costa County, thence North 76. 27" 22' West along the southerly line thereof. 526.21 feet to a 1 112'iron pipe with tag marked LS 4477;thence continuing along said southerly line the following courses and distances: South 62. 1 r 26' West 886.61 feet; South 76' 21' 49' West 202.39 feet; North 4r 3V 45' West 1165.71 feet; Thence leaving said southerly line and along the following courses and distances: North 14. 00'31' East 2881.61 feet; South 76, 4r 58' East 1876.12 feet To the easterly One of said Parcel; thence along said easterly line the following courses and distances: South 01' 52' 24' West 146.47 feet; South 01. 48'08' West 404.58 feet; South 04' 11'Sr East 1156.35 feet; South l2° 00' 35' West 1136.95 feet To the point of beginning. A.P.No.: 206-090-008 PARCEL TEN: A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being all of Lots 18, 19,20,21, 27,28,29,30 and 38 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63, lying within the following described boundary: Commencthg at the 1 IM kot pipe with tag marked LS 4477 at the northeasterly comer of said Lot 21 as shown an the Record of Survey recorded in Book 68 of land Survey Maps at Page 20, Offk*d Records of Contra Costa Courtly, thence North 18. 41'02' East along the easterly line of Lot 22 of said Map of the Estate Of Elizabeth A. Dougherty as shown on said Record of Survey, 219.30 feet; thence leaving said easterly line and along the following courses and distances: North Sr 54' 08'West 2647.98 feet; South 24. 13' 46'West 3050.74 feed To the point of beginning; thence along the following courses and distances: South 61' 04' 56' East 1056.76 feet: A 6 � South 37. Zr 217 East 1271.07 feet: South 14. 00'31' West 2636.87 feet; North 76' 47' 58'West 1495.21 feet; North 00' S8'50'East 1753.26 feet~ North 10' Zr 08' East 2017.48 feet To the point of beginning. A.P.No.: 206-090-010 PARCEL ELEVEN: A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being all of Lots 18, 19,20, 28 and 29 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63, tyirx within the following described boundary: Commencing at the 24 iron pipe with tag marked LS 3400 at the southeast comer of that parcel of land shown on*the Record of Survey recorded in*look 68 of land Survey Maps at Page 20, Official Records of Contra Costa County, thence North 12. 00'354 East along the easterly line of said Parcel, 11.36.95 feet to a 2' iron pipe; thence continuing along the easterly line of said Parcel the foitowing courses and distances: : North 04. 11' Sr West 1156.35 feet* North 01. 48'080 East 404.58 feet; North 01' 52' 24` East 146.47 feet; To the point of beginning; thence continuing along said easterly line the following courses and distances: North 01' 52' 24 -East 999.43 feet; North 41' 25'00'.East 555.81 feet; North 24' SW 12''East 1412.60 feet; North 47' 32' 09`West 593.54 feet Thence leaving said easterly line and along the following courses and distances: South 86' 20' 31' West 1747.64 feet* South 14' 00' 31' West 2636.87 feet South Ar 47' 58' East 1876.12 feet To the point of beginning. A.P.Nw 206-090-009 PARCEL TWELVE A parcel of land situated in the Rancho San Ramon, Contra Costa County, California, being all of Lots 19, 20, 21 and 28 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63, tying within the following described boundary: Commencing at the 1 1/2' iron pipe with tag marked LS 4477 at the northeast comer of said Lot 21 as shown on the Record of Survey recorded in Boric 68 of unci Survey Maps at Page ITIMMO A - 7 20, OffIdW Records of Contra Costa County; thence along the easterly line of said Lot 21 as shown on said Record of survey the following courses and distances: South 48" 43'31' East 330.00 feet South 02" 37' 48'West 438.24 feet South 38" 29' 4T West 808.50 feet To a 1 1/2' iron.pipe with tag marked LS 4477 and the point of beginning; thence continuing along said easterly line the fallowing courses and distances: South 12" 23' 49' West 151.33 feet South 010 32' 04'West 94.62 feet South 06" 29' 4T West 653.74 feet; South 00. 03'04' West 1705.65 feet - To a 1 1/2' iron,pipe with tag marked LS 4477; thence leaving said easterly line and along the following courses and distances: South 86" 20' 31'West 1747.64 feet North 37" 2T 21'West 1271.07 feet; North 49" 29' 42' East 2778.99 feet South 7W 28'34' East 525.18 feet To the point of beginning. A.P.No.: 206-090-011 PARCEL THIRTEEN: A parcel of land situated In the Rancho San Ramon, Contra Costa Comity, California, being all of Lots 20, 21, 22, 25, 26, 27, 28 and 38 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in iBook C of Maps at Page 63, lying within the following described boundary: Beginning at the 1 112'Iron pipe with tag marked LS 4477 at the northeast comer of said Lot 21 as shown on.the Record of Survey recorded in Book 68 of Land Survey Maps at Page 20, Official Records of Contra Costa County,thence along the easterly line of said Lot 21 as shown on said Record of Survey the following courses and distances: South 48" 43'31' East 330.00 feet South 02"3T 48'West 43824 feet; South 38" 29'47'West 808.50 feet To a 1 112' iron pipe with tag marked LS 4477; thence leaving said easterly fine and along the following courses and distances: North 78" 28' 34'West 525.18 feet South 49" 29' 42'West 2778.99 feet North 61" 04' 5T West 1056.76 feet North 24' 13' 46' East 3050.74 feet South 87" 54' 08' East 2647.98 feet A - 8 . , J To the easterly line of said Lot 22 as shown on said Record of Survey; thence South 180 41' 02' West along said�easteriy tine, 219.30 feet to the point of beginning. A.P.No.: 206-050-010 PARCEL FOURTEEN: A parcel of land situated in the Rancho San Ramon, Contra Costa County, Caidomia, being all of Lots 22, 23.24, 25, and 26 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps at Page 63, lying within the following described boundary. Commencing at the 1 11r Iron pipe with tag marked LS 4477 at the northeast comer of said Lot 23 as shown an the Record of Survey recorded In Book 68 of Lad Survey Maps at Page 20, Official Records of Contra Costa County, thence along the easterly line of said Lot 23 as shown on said,Record of Survey the following courses and distances: South 05' 47'38'West 1186.86 feet; South 250 36'43' East 971.76 feet; To a 1 1/2' iron pipe with tag marked LS 4477 and the point of beginning; thence continuing along said easterly line of said Lot 23 and along the easterly line of said Lot 22 as shown on said Record of Survey the following courses and distances: South 02. 53'42'West 874.71 feet; South 46. 43'40'West 508.29 feet! South 54' 42' 12'West 228.41 feet* South 18. 41'W West 757.50 feet* Thence leaving said easterly line of said Lot 22 and along the following courses and distances: North 87. 54'Or West 2647.98 feet; North 24' i3'46' East 884.33 feet; North 06. 41'36'West 708.77 feet North 79. 12'02' East 2779.99 feet* South 83. 15 06' East 481.83 feet To the point of beginning. A.P.Noz 2064150-0i 1 PARCEL. FIFTEEN: A parcel of land srrmted in the Rancho San Ramon, Contra Costa County, Califomia, being all of Logs 22. 23,24, and 25 of the Map of the Estate of Elizabeth A. Dougherty as said Map is recorded in Book C of Maps-at Page 63, lying within the following described boundary: Beginning at the 1 1/2' Iron pipe with tag marked LS 4477 at the northeast comer of said Lot 23 as shown on the Record of Survey recorded In Book 68 of Land Survey Maps at Page 20, Official Records of Contra Costa County, thence along the easterly line thereof the following courses and distances: South 050 4T 38'West 1186.86 feet; mum 25° 36 ,W East 971.76 feet; A - X g s,; - To a 1 1/2'-iron pipe with tag marked LS 4477; thence leaving said easterly line and along the following courses and distances: North 83. 15' 06' West 481.83 feet; South 79. 12' 02'West 2779.99 feet; North 06. 41' 36'West 809.15 feet; North 19' 38' 15' East 1896.78 feet To the northerly line of said Lot 24 as shown on said Record of Surrey, thence South 88' 52' 59' East along'said northerly Wye. 104.88 feet to a 1 1/2' iron pipe with tag marked LS 4477 at the northwest comer of said Lot 23 as shown on said Record of Survey, theme South 88° 18' 36' East along the northerly line of said Lot 23, 2261.97 feet to the point of beginning. A.P.No.: 206-050-012 EXCEPTING FROM PARCELS ONE THROUGH FIFTEEN: The rights reserved in the Deed from Emil Gumpert, et al to Edcel, N.V., a Netherlands Antilles corporation, recorded March 28, 1980, as Instrument No. 80-39830, as follows: 'But only as to the area lying Wrote than five hundred (500) feet below the land surface of the real property, an undivided one-half (1/2) interest in and to all rights to, and one-half (1/2) of all oil, gas, minerals, petr+octtemicals and other hydrocarbon substances in, under or produced and saved from, the real property. PARCEL SIXTEEN: That portion of Pard 'A' of MS 79-74 recorded in Book 36 of Parcel Maps, at Page 29, Contra Costa County Records and more particularly described as folkrws: Beginning at the nortl'teast comer of said Parcel 'A'; thence along.the norlherly, westerly and southerly boundaries of said Parcel the following bearings and distances: North 87. 22' S4'West 3135.17 feet; South 04. 14'21' East 49626 feet; South 12. 00' 49'West 1136.78 feet; South 76. 27 34' East 76255 feet; North 00. 43' 18'West 195.01 feet; North 01. 19' 24'West 436.67 feet; North 28. 08' 11' East 387.32 feet; South 54. 55' 43' East 254.19 feet South Sr 1V 49' East 254.42 feet; Nath 74. 04' 28' East 335.45 feet: South 76. 21' SW East 269.73 feet? South 65. 13' 05' East 249.92 feet* South 46' 08' 33' East 157.52 feet; South 74' 21' 24' East 287.59 feet; South 05' 41' 40' East 252.35 feet~ South 50. 46 26' West 302.50 feet~ Thence continuing along the westerly boundary of said Parcel'A'South 14.49'13'East, 59.14 feet to the westerly end of the revised lot line dividing said Parcel 'A' and Parcel 'B' of M94 INrfWEC A 230-71 as recorded in that certain Parcel Map recorded in Book 23 of Parcel Maps at Page 6, Records of Contra Costa County. California; thence North 86'48'S5' East along said revised lot line,839.51 feet to the northwesterly comer of said Parcel W as shown on said MS 230-71; thence along the northerly One of said Parcel 'B' North 800 30' 28' East, 223.20 feet to the easterly line of said Parcel W; thence along the easterly line of said Parcel W the following bearings and distances: North 14' 41' 00" West 255.60 feet* North 050 24' 00' West 300.35 feet North 030 04' 00' West 30121 feet North 01. 11' 18' West 502.54 feet; Thence continuing along said easterly One Nora 04. 18' 29' East, 179.38 feet to the point of beginning. A.P.No.: 206-110-009 PARCEL SEVENTEEN: Portion of the Rancho San Ramon, Amador Grant, being tot 8, as said Lot is shown on the Map entitled, Map of the Property of the Estate of Elizabeth A. Dougherty, deceased, filed In the Office of the Recorder of Contra Costa Cour►tyt State of California, May 4, 1891, in Map Book 'C' at Page 63, described as follows: Beginning at a*point on the boundary One of the Rancho San Ramon at the comer common to Lots 7 and 8, as said tots are shown on the Map hereinabove referred to, thence along the line dividing said lots 7 and 8, Nath 85. 30'West 2250.60 feet; theme North 70° West 924 feet; thence North 55° 15'West 1358.28 feet to the northwest caner of said Lot 8;thence along said Lot tine South 1" West 1551 feet; thence South 50 East 660 feet to the southwest comer of said Lot 8; thence along the line dividing Lots 8 and 9 as shown on the Map hereinabove referred to, South SS•East 4184.40 feet to the boundary line of said Rancho;thence along said boundary line North 0. 30' East 1094.29 feet to the point of beginning. EXCEPTING FROM PARCEL SEVENTEEN: A portion of Parcel Map MS 207-78. fled July 14, 1980, in Book 87 of Parcel Maps, at Page 38, more partia,lariyy described as follows: Beginning a#a point an the boundary fine of the Rancho San Ramon at the comer common to Lots 7 and 8,as said Lots are shown on the Map hereinabove referred to:thence along the line ding said Lots 7 and 8. North 84. 3T 25" Wast, 948.05 feet (87 Parcel Maps, Page 38; North 8!5.30'00'West 948.05 feet) to the centerline of Camino Tassajara as shown on Parcel Map M.S. 207-78 toed July 14, 1980 in Book 87 of Parcel Maps, Page 38, Contra Costa County Records; thence along the last mentioned One South 40 18' 2W West 1124.69 feet (87 Parcel Maps 38; South 3. 21'52'West 1135.58 feet) to the southern One of said Lot 8; thence Wong the last mentioned One South 87. 22'40' East 1006.42 feet (87 Parcel Maps 38; South 88'00'00' East 1002.83 feet) to the eastern line of said Lot 8; thence along the last mentioned line North 1' 13'W East 1077.87 feet(87 Parcel Maps 38; North(°30'00' East 1094.28 feet) to the point of beginning. A.P.No.: 206-110-007 \-�if PARCEL EIGHTEEN: REAL PROPERTY in the City of Dublin, County of Alameda, State of Califomia. described as follows: Portion of the 71.59 acre tract of land described in the Deed from LJ. Tescher and Ethel G. Tescher, his wife, to Troy Haynie and Ann F. Haynie, his wife, dated August 25, 1952, recorded August 29, 1952. in Book 6815 of Official Records of Alameda County, at Page 5, Instrument No. AG77849, described as follows: Beginning at a point on the western line of Tassajara Road, or County Road No. 2568, distant thereon South •2' 41' 15' West 214.04 feet from the northern line of said 71.59 acre tract; running thence along the southern line of the 1.823 acre tract of land described in the Deed _ from Troy Haynie and Ann F. Haynie, his wife, to William F.Alger and Virginia Alger, his wife, dated July 25, 1953, recorded August 19, 1953, in Book 7110 of Official Records of Alameda County, at Page 497, Instrument No. AHM1681, Official Records of Alameda County, at Page 497, Instrument No. AH/73681, North 86' S4' 30'West 518.45 feet to the northern line of said 71.59 acre tract; thence South 83. 16' 33' West 588.16 feet; thence South 5' 33' 58' East 947.35 feet; thence South 16' 28' 34' West 460.07 feet; thence South 11' 47' West 1320.18 feet to the southern line of Lot 13, as said Lot is shown on the 'Map of the property of the estate of Elizabeth A. Dougherty, deceased,' filed May 11, 1891, in Book 8 of Maps, at Page 75, in the Office of the County Recorder of Alameda County thence along the last mentioned One South 89' 15' East 92.85 feet and North 88' East 1192.22 feet to said line of Tassajam Road;thence along the last named line North 2. 41' 15' East 2679.87 feet, more or less, to the point of beginning. EXCEPTING THEREFROM: That portion of,said herein described land as deeded to East Bay Regional Park District, a body politic, by Grant Deed recorded December 28, 1976, Reel 4658, Image 537, Series No. 76- 220123, Official Records, described as follows: Portion of the 71.59 acre tract of land described in the Deed from LJ. Tescher and Ethel G. Tescher, his wife, to Troy Haynie and Ann F.Haynie. his wife, dated August 25, 1952, recorded August 29. 1952. in Book 6815 of Official Records of Alameda County, at Page 5, Instrument No. AG/71849, described as follows: Beginning at it point on the western line of Tassajara Road, or County Road No. 2568, distant thereon South 2. 41' 15' West 214.04 feet from the northern line of said 71.59 acre tract: running thence along the southern line of the 1.823 acre tract of land described in the Deed from Troy Haynie and Ann F. Haynie, his wife, to William F.Alger and Virginia Alger, his wife, dated July 25, 1953, recorded August 19, 1953, in Book 7110 of Official Records of Alameda County, at Page 497, Instrument No. AHI73681, North 86' S4' 30' West 518.45 feet to the northern line of said 71.59 acre tract; thence South 83. 16'330 West 588.16 feet; thence South 5. 33'584 East 83.34 feet; thence South 87. 18' 45' East 1086.72 feet to the said western line of Tassajara Road; thence North 2' 41' 15' East 175.00 feet to the point of beginning. A.P.No.: 946-0500-002-02 A - '/2 A EXHIBIT B Traffic Improvements 1. Dougherty Road, re-alignment and construction of a six lane facility between the northerly project limits and Crow Canyon Road. 2. Bollinger Canyon Road, construct six lanes from Alcosta to the project limits. 3. Bollinger Canyon Road, construct eight lanes from I-680 to Alcosta. 4. Windemere Parkway, construction of a new four lane, divided arterial facility with parking between the project limits and Camino Tassajara Road: Intersection improvements at the Windemere Parkway/Camino Tassajara intersection which include a traffic signal, left-turn channelization, and transition tapers from six to four lanes on Camino Tassajara north of the intersection. 5. Camino Tassajara Road, widening from two to six lanes between Windemere Parkway and the County line. 6. Dougherty Road/Crow Canyon Road intersection improvements, add two exclusive EB right turn lanes. Modify traffic signal to provide right turn overlap phase NB. 7. Camino Tassajara/Blackhawk Road-Crow Canyon Road intersection improvements, add a NB exclusive left turn lane and restripe the NB approach for an exclusive right turn and a shared thru/right. 8. Camino Tassajara/Blackhawk Road-Crow Canyon Road intersection improvements, restripe the EB approach for a thru/right and an exclusive right. 9. Camino Tassajara/Blackhawk Road-Crow Canyon Road intersection improvements, widen for a third EB thru lane. 10. Crow Canyon Road, widen to six lanes between Dougherty Road and Tassajara Ranch Road. 11. Crow Canyon Road, widen from 4 to 6 lanes from Alcosta to Dougherty. 1 ra 12. Crow Canyon Road, widen from 6 to 8 lanes from I-680 to Alcosta. 13. Dougherty Road, widen to 6 lanes from southerly limits of development to Old Ranch Road. Intersection improvements at the Dougherty Road/Old Ranch Road intersection are included and consist of a traffic signal, left- turn pockets, and right turn pockets. 14. Dougherty Road, widen to 6 lanes from Old Ranch Road to the County line. 15. Bollinger Canyon Road/Alcosta Boulevard intersection. The Bollinger Canyon widening project will provide six lanes west of the intersection, therefore these intersection improvements do not include providing a third through lane on both the WB and EB approaches at the intersection. The improvements would include construction of a EB right turn and restriping of the EB approach to convert the existing right turn "drop lane" to a through lane. A second WB left turn lane would be required. 16. I-680`northbound off ramp/Bollinger Canyon Road intersection improvements, on NB leg widen right turn radius, construct raised 17. Bollinger Canyon Road/Camino Ramon intersection improvements, add one EB thru lane, one WB right turnlane, one SB right turn lane and modify proposed NB approach geometrics to provide a shared thru/right. 18. Alcosta Blvd./Old Ranch Road Intersection Improvements (Currently, controlled by a three-way stop sign). Install a traffic signal. 19. Alcosta/Crow Canyon Road intersection improvements, add exclusive right turn EB. 20. Alcosta/Crow Canyon Road intersection improvements, add one NB exclusive RT lane; Add one WB LT lane. 21. Sunset/Bollinger Canyon intersection improvements. Replace the existing SB dual right turn lane with a "Free" right turn lane with sufficient acceleration lane length WB. 22. Camino Ramon/Crow Canyon Road intersection improvements. Restripe NB thru/right to an exclusive RT; Widen/Restripe SB approach to one RT, one thru lane, and one LT lane; add an EB exclusive RT lane. 2 23. Camino Ramon/Crow Canyon Road, add a second WB left turn lane. 24. I-680 SB ramps/Alcosta Boulevard intersection improvements, relocate the southbound ramps. 25. Crow Canyon Road/I-680 NB off-ramp intersection improvements. Intersection will be congested due to queues from adjacent intersections. Add another RT lane on NB offramp. 26. I-680 SB Ramps/Crow Canyon Road, Restripe to revise existing right turn lane to provide shared right/left lane. 27. Transit per Specific Plan. 28. Construction Traffic Mitigation $283.00/unit. 3 STATE OF CALIFORNIA ) ss. COUNTY OF CONTRA COSTA ) On this day of , 19_, before me, a Notary Public in and for said State, duly commissioned and sworn, personally appeared Harvey Bragdon, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the entity upon behalf of which the person acted, executed the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date in this certificate first above written. Notary Public Y75777[rcm2] STATE OF CALIFORNIA ) ss. COUNTY OF CONTRA COSTA ) On this day of , 19_, before me, a Notary Public in and for said State, duly commissioned and sworn, personally appeared F. Allan Chapman, personally known to me (or proved to me on the basis-of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature'on the instrument the entity upon behalf of which the person acted, executed the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date in this certificate first above written. Notary Public Y75777[rcm2] RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: McCutchen,Doyle,Brown&Enersen 1331 North California Boulevard Post Office Box V Walnut Creek,CA 94596 (Space Above This Line Reserved For Recorder's Use) DEVELOPMENT AGREEMENT BETWEEN COUNTY OF CONTRA COSTA AND SHAPELL INDUSTRIES,INC. RELATING TO THE DEVELOPMENT COMMONLY KNOWN AS THE GALE RANCH TABLE OF CONTENTS PAGE 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) Preliminary Development Plan...............................................................................8 (c) Affordable Housing. ...............................................................................................8 (d) Traffic Impact Mitigation.......................................................................................8 (e) Dougherty Road Improvements............................................................................10 (f) Mitigation Monitoring..........................................................................................11 3.2 Obligations of County....................................................................................................11 Section 4. DEVELOPMENT OF THE GALE RANCH SITE......................................................11 4.1 Permitted Uses, Etc.;Applicable Law...........................................................................l I (a) Permitted Uses, Etc.,of the Gale Ranch Site. ......................................................11 (b) Applicable Law.....................................................................................................12 (c) No Conflicting Enactments...................................................................................13 (d) Exceptions.............................................................................................................15 (e) Moratoria and Restrictions and Limitations on the Rate or Timing of Development.........................................................................................................16 (f) Further CEQA Review..........................................................................................17 (g) Growth Management. ...........................................................................................17 (h) Further Assurances................................................................................................17 (i) Life of Subdivision Maps, Development Approvals,and Permits.......................18 4.2 State and Federal Law....................................................................................................18 4.3 Timing of Construction and Completion.......................................................................18 4.4 Developer Review of On-site Infrastructure Improvements..........................................19 Section5. AMENDMENT..............................................................................................................19 5.1 Amendment of Planning Actions and Subsequent Approvals.......................................19 (a) Administrative Amendments................................................................................19 (b) Non-Administrative Amendments........................................................................20 i TABLE OF CONTENTS (continued) PAGE 5.2 Amendment of This Agreement.....................................................................................20 (a) Insubstantial Amendments....................................................................................20 (b) Amendments of Planning Actions and Subsequent Approvals............................21 Section 6. COOPERATION-IMPLEMENTATION.......................................................................21 6.1 Processing. ......:..............................................................................................................21 6.2 Eminent Domain Powers. ..............................................................................................23 6.3 Other Governmental Permits. ........................................................................................23 Section 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE..................................23 7.1 Cooperation....................................................................................................................23 7.2 Cure;Reapproval. ..........................................................................................................24 Section 8. DISPUTE RESOLUTION.............................................................................................25 Section 9. DEFAULT; TERMINATION;ANNUAL REVIEW....................................................26 9.1 General Provisions.........................................................................................................26 (a) Defaults.................................................................................................................26 (b) Termination...........................................................................................................26 9.2 Annual Review...............................................................................................................27 9.3 Default by County..........................................................................................................28 9.4 Enforced Delay; Extension of Time of Performance.....................................................28 Section 10. DEFENSE AND INDEMNITY.....................................................................................29 (a) Developer's Actions..............................................................................................29 (b) County's Actions...................................................................................................29 Section 11. NO AGENCY,JOINT VENTURE OR PARTNERSHIP.............................................29 Section12. MISCELLANEOUS ......................................................................................................30 12.1 Incorporation of Recitals and Introductory Paragraph...................................................30 12.2 Severability. ...................................................................................................................30 12.3 Other Necessary Acts.....................................................................................................30 12.4 Construction...................................................................................................................31 12.5 Other Miscellaneous Terms...........................................................................................31 12.6 Covenants Running with the Land.................................................................................31 ii TABLE OF CONTENTS (continued) PAGE 12.7 Dougherty Valley Development Strategy......................................................................31 12.8 Mortgagee Rights...........................................................................................................32 12.9 Notice of Proposed Amendment to Mortgagee..............................................................33 12.10 Remedies........................................................................................................................33 12.11 California Law.`..............................................................................................................33 Section13. NOTICES.......................................................................................................................33 Section 14. ASSIGNMENT,TRANSFER AND NOTICE..............................................................35 14.1 Assignment of Interests, Rights and Obligations...........................................................35 14.2 Transfer Agreements......................................................................................................35 14.3 Non-Assuming Transferees............................................................................................37 Section 15. NOTICE OF COMPLIANCE........................................................................................37 15.1 Generally........................................................................................................................37 Section 16. ENTIRE AGREEMENT,COUNTERPARTS AND EXHIBITS..................................38 Section 17. RECORDATION OF DEVELOPMENT AGREEMENT.............................................39 iii DEVELOPMENT AGREEMENT BETWEEN COUNTY OF CONTRA COSTA AND SHAPELL INDUSTRIES, INC. RELATING TO THE DEVELOPMENT COMMONLY KNOWN AS THE GALE RANCH THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into as of this _ day of 1994, by and between SHAPELL INDUSTRIES, INC., a Delaware corporation ("Developer"), and the COUNTY OF CONTRA COSTA, a political subdivision of the State of California ("County"), pursuant to Government Code section 65864 et seq. Developer and County are from time to time hereinafter referred to individually as a "Party" and collectively as the "Parties." This Agreement supersedes and replaces in its entirety that certain development agreement entered into by and between Developer and County dated October 2, 1990, which is hereby terminated. RECITALS A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California enacted Government Code section 65864 et seq. (the "Development Agreement Statute"), which authorizes County to enter into an agreement with any person having a legal or equitable interest in real property,regarding the development of such property. B. Pursuant to Government Code section 65865, County has adopted rules and regulations establishing procedures and requirements for consideration of development agreements (Ordinance No. 92-73 and Board Resolution No. 85/412). This Development Agreement has been processed,considered and executed in accordance with those County rules and regulations. 1 CA940230.008 C. Developer has a legal interest in certain real property consisting of approximately two thousand seven hundred eight (2,708) acres located in the unincorporated portion of the County, as described in Exhibit A attached hereto (the "Gale Ranch Site"). D. Developer intends to develop the Gale Ranch Site as a residential planned community of 5,830 units, along with retail and office uses and community services, as more particularly described in Section 2 of this Agreement(the"Gale Ranch"). E. County has determined that this Agreement is appropriate for the Gale Ranch and desires to enter into this Agreement. This Agreement establishes planning principles and procedures to eliminate uncertainty in planning and provide for the orderly development of the Gale Ranch consistent with the General Plan and the Dougherty Valley Specific Plan, mitigate significant environmental impacts, ensure installation of necessary on-site and off-site public improvements, provide for the preservation'of substantial permanent open space, make provision for public trail facilities, provide funding for traffic improvements, provide for public services appropriate to the development of the Gale Ranch, provide affordable housing, ensure attainment of the maximum effective utilization of resources within the County at the least economic cost to its citizens and otherwise achieve the goals and purposes for which the Development Agreement Statute was enacted. Furthermore, development of the Gale Ranch pursuant to the Agreement would result in increased tax, fee and other revenues resulting in fiscal benefits to the County and an improved balance between jobs and housing within the County and the region. F. This Agreement requires compliance with the Growth Management Element of the General Plan. Pursuant to this Growth Management Element,County shall not approve development of the Gale Ranch absent compliance with the standards established by that element relating to water,sanitary facilities,fire,police,parks,flood control and traffic. 2 CA940230.008 G. In exchange for the benefits to County described in the preceding Recital, together with the other public benefits that will result from the development of the Gale Ranch, Developer will receive by this Agreement assurance that it may proceed with the Gale Ranch in accordance with the "Applicable Law" (defined below), and therefore desires to enter into this Agreement. In the absence of this Agreement, Developer would have no present assurance that it could proceed with the Gale Ranch in accordance with the Applicable Law. H. County has taken various environmental review and planning actions relating to the development of the Gale Ranch. These actions include, without limitation,the following: 1. Dougherty Valley EIR. The environmental impacts of the Planning Actions, and several alternatives to the Gale Ranch or its location, have been properly reviewed and assessed by County pursuant to the California Environmental Quality Act, the "CEQA Guidelines" and County's local guidelines promulgated thereunder (hereinafter collectively referred to as "CEQA"). On December 22, 1992, pursuant to CEQA and in accordance with the recommendation of the County's Zoning Administrator, the Board certified a final environmental impact report regarding the Gale Ranch(the "Dougherty Valley EIR"). 2. General Plan Amendment. On December 22, 1992, following review by the San Ramon Valley Regional Planning Commission and the County Planning Commission, and recommendation by the County Planning Commission, and after duly noticed public hearing and certification of the Dougherty Valley EIR,the Board, by Resolution 92/866,approved an amendment to the County General Plan (the "General Plan Amendment"), addressing the Gale Ranch Site and certain real property adjacent to the Gale Ranch Site including (i)approximately 2379 acres owned by Windemere Ranch Partners (the "Windemere Property") and (ii)approximately 892 acres owned by the United States Department of the Army("Camp Parks"). 3 CA940230.008 3. Specific Plan. On December 22, 1992, following review by the San Ramon Valley Regional Planning Commission and the County Planning Commission and recommendation by the County Planning Commission, certification of the Dougherty Valley EIR, adoption of the General Plan Amendment, and duly noticed public hearing, the County Board of Supervisors adopted, by Resolution 92/867, a single specific plan for the Gale Ranch Site, the Windemere Property, and Camp Parks (collectively, the "Dougherty Valley"), which specific plan is entitled the "Dougherty Valley Specific Plan" (the "Specific Plan"). 4. P-1 Zoning and Preliminary Development Plan. On , 1994, following review by the San Ramon Valley Regional Planning Commission and the County Planning Commission, and recommendation by the County Planning Commission, certification of the Dougherty Valley EIR, adoption of the General Plan Amendment and Specific Plan, the Board's consideration of an addendum to the Dougherty Valley EIR (the "Dougherty Valley EIR Addendum") with Dougherty Valley EIR, and duly noticed public hearing, the County Board of Supervisors adopted County Ordinance No._, rezoning the Gale Ranch Site to County's "P-1" zoning district (the "P-1 Zoning"), consistent with the General Plan and the Specific Plan, and approved a Preliminary Development Plan for the Gale Ranch Site in accordance with its P-1 zoning(the "Preliminary Development Plan"). 5. The General Plan Amendment, Specific Plan, P-1 Zoning, Preliminary Development Plan, and this Agreement are sometimes collectively referred to herein as the "Planning Actions." 1. The parties acknowledge and agree that applications for specific land use approvals, entitlements, permits and agreements (collectively, the "Subsequent Approvals") must be made by Developer and reviewed (in compliance with CEQA)and approved, issued or entered into by County prior to any development on the Gale Ranch Site. The Subsequent Approvals may include, without 4 CA940230.008 limitation, the following: amendments of the Planning Actions, design review approvals, improvement agreements and other agreements relating to the Gale Ranch, use permits, grading permits, building permits, lot line adjustments, sewer and water connection permits, certificates of occupancy, subdivision maps (including tentative, vesting tentative, parcel, vesting parcel, and final subdivision maps), preliminary and final development plans, rezonings, development agreements, landscaping plans, encroachment permits, resubdivisions, and any amendments to, or repealing of, any of the foregoing. I On November 6,, 1992, following a duly noticed public hearing, the County Zoning Administrator made the appropriate findings required by County Resolution No. 85/412 and recommended that the Board approve this Agreement. K. On , 1994 (the "Approval Date"), after duly noticed public hearing and considering the Dougherty Valley EIR Addendum with the Dougherty Valley EIR, the Board took the following actions: (1) made findings required by County Resolution No. 85/412, that the provisions of this Agreement are consistent with the General Plan and the Specific Plan; and (2)adopted Ordinance No. ,approving and authorizing the execution of this Agreement. A copy of Ordinance No. is attached hereto as Exhibit B. L. 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: 5 CA940290.0M AGREEMENT Section 1. EFFECTIVE DATE AND TERM 1.1 Effective Date. This Agreement shall become effective upon the date the Ordinance approving this Agreement becomes effective, or the date upon which this Agreement is executed by Developer and County,whichever is later(the "Effective Date"). However, the "Applicable Law" to which the Gale Ranch shall be subject shall be as set forth in Section 4.1 below. 1.2 Term. The term of this Agreement (the "Term") shall commence upon the Effective Date and continue for a period of twenty five(25)years. Section 2. DEFINITIONS "Applicable Law" shall have that meaning set forth in Section 4.1 of this Agreement. "Approval Date"shall have that meaning set forth in Recital K of this Agreement. "Board" shall mean the Board of Supervisors of the County. "Changes in the Law" shall have that meaning set forth in Section 4.2 of this Agreement. "Community Development Director" shall mean the Director of the County's Department of Community Development,or his or her designee. "County" shall mean the County of Contra Costa, and shall include, unless otherwise provided,any of the County's agencies,departments,employees or consultants. "County General Plan" or"General Plan" shall mean the General Plan of the County. "Deficiencies" shall have that meaning set forth in Section 7.2 of this Agreement. 6 CA940230.008 "Developer" shall have that meaning set forth in the preamble, and shall further include, unless otherwise provided,Developer's successors, heirs,assigns,and transferees. "Dougherty Valley EIR" shall have that meaning set forth in Recital H of this Agreement. "Dougherty Valley EIR Addendum" shall have that meaning set forth in Recital H of this Agreement. "Effective Date" shall have that meaning set forth in Section 1.1 of this Agreement. "Gale Ranch" shall mean the Gale Ranch Site and all improvements to be constructed thereon by Developer as described in the Planning Actions and (as and when they are adopted or issued), the Subsequent Approvals, and all off-site improvements to be constructed in connection therewith. "Gale Ranch Site" shall have that meaning set forth in Recital C of this Agreement. "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 Article 16 of this Agreement. "P-1 Zoning" shall have that meaning set forth in Recital G of this Agreement. "Planning Actions" shall have that meaning set forth in Recital H of this Agreement. "Planning Commission" shall mean the County Planning Commission. "Preliminary Development Plan" shall have that meaning set forth in Recital H of this Agreement. "Specific Plan" shall have that meaning set forth in Recital H of this Agreement. "Subsequent Approvals"shall have that meaning set forth in Recital I of this Agreement. 7 CA940230.008 Section 3. OBLIGATIONS OF DEVELOPER AND COUNTY 3.1 Obligations of Developer. (a) Generally. In consideration of County entering into this Agreement, Developer shall comply with all Planning Actions and Subsequent Approvals, including conditions to Planning Actions and Subsequent Approvals. The parties acknowledge that the execution of this Agreement by County is a material consideration for both Developer's acceptance of, and agreement to comply with,the terms and conditions of this Agreement. (b) Preliminary Development Plan. Without limiting the generality of the foregoing, Developer shall comply with all conditions to the Preliminary Development Plan. (c) Affordable Housing. Developer shall, in connection with its development of the Gale Ranch, implement the terms and provisions of the Affordable Housing Program adopted by the Board of Supervisors on pursuant to Resolution 94/ (the "Affordable Housing Program"). The terms and provisions of the Affordable Housing Program are consistent with Policy H-4 of the Specific Plan, which requires that a minimum of twenty-five percent(25%)of all dwelling units be developed as affordable to low, very low and moderate income households as defined by the County. The Affordable Housing Program may be amended only upon the mutual written consent of Developer and County. (d) Traffic Impact Mitigation. (1) Certain traffic improvements are required to accommodate or otherwise mitigate the traffic-related environmental impacts of development under the Specific Plan (the "Traffic Improvements"). The Traffic Improvements include (i)the on-site traffic improvements described in the Specific Plan (the "On-Site Traffic Improvements") and 8 CA940230.008 (ii)the off-site traffic improvements described on Exhibit B, attached hereto and incorporated herein by reference (the"Off-Site Traffic Improvements"). (2) Developer shall be responsible for the construction of the On-Site Traffic Improvements made necessary by the Gale Ranch. (3) Developer shall pay to County a per-unit traffic impact fee in the amount necessary (but no more than the amount necessary)to fund Developer's fair share of the cost of construction of the Off-Site Traffic Improvements (the "Traffic Impact Fee"). The amount of the Traffic Impact Fee shall be determined as set forth in subsection(4) below, and shall apply to residential units developed in the Dougherty Valley. The Traffic Impact Fee applicable to a residential unit shall be paid when the building permit for such unit is issued or, if it is the standard practice of County at the time, when the applicable final subdivision map is filed for recordation. (4) The amount of the Traffic Impact Fee shall be determined, within six weeks following the Effective Date, in the following manner: County, Developer and Windemere shall meet and confer in good faith to determine (i)the estimated reasonable cost of the Off-Site Traffic Improvements and (ii)the respective proportions of such cost that fairly should be borne by Windemere Ranch and the Gale Ranch and other projects or parties, if any, contributing to the need for such improvements. The costs and proportions so determined by County, Developer and Windemere shall be reflected in the Traffic Impact Fee. .(5) The list of Off-Site Traffic Improvements, and the amount of the Traffic Impact Fee, may be reviewed by County in connection with its review and approval of levels of development in the Dougherty Valley beyond an initial level of 8,500 residential units. 9 CA940230.008 (6) At Developer's option, Developer may construct any Off-Site Traffic Improvement. In the event that Developer does construct an Off-Site Traffic Improvement, Developer shall receive a credit in the amount of the value of such Off-Site Traffic Improvement, which credit shall be deducted from the requirement of paying the Traffic Impact Fee as such fee becomes due. (7) In determining the amount of the Traffic Impact Fee, County may credit Developer for that portion of the costs to be incurred by Developer in connection with the construction of On-Site Traffic Improvements that represents the extent to which the On-Site Traffic Improvements will serve subregional and regional traffic other than traffic generated by Gale Ranch. (8) Some portion of the Traffic Impact Fee may be allocated to and collected from commercial development (on a per-square-foot basis) to occur as a part of the Gale Ranch; provided, however, that the total amount of Traffic Impact Fee to be collected from residential development to occur as a part of the Gale Ranch (as determined above) shall be reduced by the amount of funds to be so collected from commercial development. (9) County shall.make its final determination of compliance with the standards of the Growth Management Element of the General Plan relating to traffic on Basic Routes and Routes of Regional Significance in conjunction with the approval of tentative subdivision maps. (10) County shall not impose on Developer any fee or other obligation with respect to roads or traffic impacts other than as set forth in Section 3.1(d)of this Agreement. (e) Dougherty Road Improvements. County shall not require, either as a condition to any Planning Action or Subsequent Approval or in any other manner, that Developer construct or cause to be constructed a realigned Dougherty Road, as shown in the Specific Plan and Preliminary 10 CA940230.00e Development Plan, prior to 10 years from the effective date of this Agreement. Prior to County imposing any requirement involving a realigned Dougherty Road, County may require, as a condition to a Subsequent Approval, that Developer improve existing Dougherty Road in a manner acceptable to County. (f) Mitigation Monitoring. Developer shall fund County's mitigation monitoring program for the Gale Ranch as adopted by the Board on December 22, 1992 and as it may hereafter be amended for the purposes of compliance with CEQA (the "Mitigation Monitoring Program"), through the payment of a fee not to exceed $100 per residential unit developed on the Gale Ranch , Site. 3.2 Obligations of County. The parties acknowledge and agree that Developer's agreement to perform and abide by the covenants and obligations of Developer set forth herein is material consideration for County's agreement to perform and abide by the covenants and obligations of County set forth herein. Section 4. DEVELOPMENT OF THE GALE RANCH SITE 4.1 Permitted Uses,.Etc.; Applicable Law. (a) Permitted Uses, Etc., of the Gale Ranch Site. The permitted uses of the Gale Ranch Site; the density and intensity of use of the Gale Ranch Site; the maximum height, bulk and size of proposed buildings; provisions for reservation or dedication of land for public purposes and the location of public improvements; the location of public utilities; and other terms and conditions of development applicable to the Gale Ranch, shall be as set forth in the Planning Actions and, as and when they are adopted or issued, the Subsequent Approvals. Not in limitation of the foregoing, the permitted uses of the Gale Ranch Site shall include 5,830 residential units at the densities provided for in the Specific Plan and 266,000 square feet of commercial space, subject to the following limitations: 11 CA940230.008 (1) All development of the Gale Ranch Site shall be consistent with the General Plan, including the Growth Management Element thereof. County may modify the permitted uses of the Gale Ranch Site to the extent necessary to attain such consistency, provided no other method of attaining'such consistency is feasible. (2) Subject to Section 4.1(f) of this Agreement and the provisions of CEQA, County may modify the permitted uses of the Gale Ranch Site based on County's environmental review of Subsequent Approvals pursuant to CEQA. (3) The number and size of residential units and/or the square footage of commercial development permitted by this Agreement may be reduced by County to the extent such reduction is specifically required by an Action Plan adopted by the Contra Costa Transportation Authority pursuant to Measure C (1988) provided, however, that no such reduction shall occur unless and until each of the cities and counties now participating in the Tri-Valley Transportation Commission has entered into a binding agreement to apply similar and proportional density reductions to all development projects within their respective jurisdictions. (4) Except to the extent otherwise specifically required by state or federal law, no modification of the permitted uses of the Gale Ranch Site shall occur with respect to any portion of the Gale Ranch Site for which County has approved a tentative or vesting tentative subdivision map. (b) Applicable Law. The rules, regulations, official policies, standards and specifications applicable to the Gale Ranch (the "Applicable Law") shall be those set forth in the Planning Actions and the Subsequent Approvals (as and when they are adopted or issued) and, with respect to matters not addressed by the Planning Actions and the Subsequent Approvals(as and when they are adopted 12 CA940230.008 or issued), those rules, regulations, official policies, standards and specifications, including County ordinances and resolutions, in force and effect on the Approval Date. (c) No Conflicting Enactments. Except as otherwise specifically set forth herein, County, whether by action of the Board, any County planning commission, or County staff, or by initiative, referendum, issuance of a subsequent approval or other means, and whether through the exercise of its police power or its taxing power, shall not apply to the 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 or this Agreement, unless agreed to by Developer. Without limiting the generality of the foregoing,any County Law shall be deemed to conflict with Applicable Law or this Agreement if it would accomplish any of the following results, either by specific reference to the Gale Ranch or as part of a general enactment which applies to or affects the Gale Ranch: (1) reduce the number of residential units permitted to be developed on the Gale Ranch Site to fewer than'5,830 or revise the densities permitted by the Specific Plan, except as provided in Section 4.1(a)of this Agreement; (2) reduce the square footage of commercial development permitted to be developed on the Gale Ranch Site to fewer than 266,000 square feet, except as otherwise specifically provided in Section 4.1(a)of this Agreement; (3) otherwise limit or reduce the density or intensity of the Gale Ranch, or any part thereof, or otherwise require any reduction in the square footage or number of proposed buildings or other improvements, except as otherwise specifically provided in Section 4.1(a) of this Agreement; (4) otherwise change any land use designation or permitted use of the Gale Ranch Site,except as otherwise-specifically provided in Section 4.1(a)of this Agreement; 13 CA940230.006 (5) limit or control the location of buildings, structures, grading, or other improvements of the Gale Ranch in a manner that is inconsistent with or more restrictive than the limitations included in the Planning Actions and the Subsequent Approvals, except as provided in Section 4.1(a)of this Agreement; (6) limit or control the availability of public utilities, services or facilities or any privileges or rights to public utilities, services, or facilities (for example, water rights, water connections, sewage capacity rights, sewer connections,etc.)for the Gale Ranch; (7) limit or control the rate, timing, phasing or sequencing of the approval, development or construction of all or any part of the Gale Ranch as set forth in Section 4.1(e), below, or. in any other manner, however, nothing in this Agreement shall exempt Developer from complying with the provisions of the Growth Management Element of the General Plan as it exists on the Approval Date; (8) apply to the Gale Ranch any County Law otherwise allowed by this Agreement that is not uniformly applied on a County-wide basis to all substantially similar types of development projects and the Gale Ranch Sites; (9) require the issuance of additional permits or approvals by the County other than those required by Applicable Law; (10) establish, enact, or increase in any manner applicable to the Gale Ranch, or impose against the Gale Ranch, any fees, taxes (including, without limitation, general, special and excise taxes), assessments, liens or other financial obligations other than (i)assessments or taxes for the financing of the installation or operation and maintenance of on-site infrastructure improvements or services, if such improvements or services are identified in the Specific Plan, or are other public services provided by County on the Approval Date, and are made necessary by the Gale Ranch or (ii)financial obligations 14 CA940230.008 specifically identified in Section 4.1(d) of this Agreement, however, Developer may, in its sole discretion, utilize an alternative method of its choosing to meet any financial obligation established pursuant to this Section 4.1(c)(10); (11) except as provided in Section 4.1(c)(10) of this Agreement, establish, enact, or increase in any manner applicable to the Gale Ranch, or impose against the Gale Ranch, any rules, regulations, policies or standards that were not in effect on the Approval Date, or otherwise impose against the Gale Ranch any condition, dedication or other exaction not specifically authorized by Applicable Law and not made necessary by the Gale Ranch; or (12) limit the processing of applications for, or the obtaining of, Subsequent Approvals. (d) Exceptions. Notwithstanding the foregoing,the following provisions shall apply: (1) Uniform Codes. County may apply the then-current Uniform Building Code and other uniform construction codes to the Gale Ranch throughout the Term of this Agreement, provided that any such uniform code shall apply to the Gale Ranch only to the extent that the code has been adopted by County and is in effect on a County-wide basis. (2) Landscaping and Lighting District. Developer shall cooperate in the formation of a Landscaping and Lighting District or Districts for the purpose of operating and maintaining street medians, street landscaping, street lighting, pedestrian paths, fuel modification zones, public open space, and transit facilities, if requested by County. The assessments levied by such District or Districts may be adjusted from time to time pursuant to all applicable procedures. 15 CA940230.008 (3) Geologic Hazard Abatement District. Developer shall cooperate in the formation of a Geologic Hazard Abatement District or Districts including all or a portion of the Gale Ranch Site,or participate in the existing GHAD including the Gale Ranch Site. (4) Road and storm drainage design. County may apply its design standards for construction of roads and storm drainage facilities as they may be amended from time to time. (5) 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." County may charge Developer the Processing Fees that are operative and in force and effect on a Countywide basis at the time the Subsequent Approval is reviewed or processed. (6) County-wide assessments and taxes. County may enact and apply to the Gale Ranch county-wide taxes and assessments. (e) Moratoria and Restrictions and Limitations on the Rate or Timing of Development. In the event a County Law is enacted after the Approval Date, whether by action of the Board, the County Zoning Administrator, any County planning commission, or County staff, or by initiative, referendum, or other means, which relates to the growth rate, timing, phasing or sequencing of new development or construction,-in County or, more particularly, development and construction of all or any part of the Gale Ranch, such County Law shall not apply to the Gale Ranch, or any portion thereof. County Laws made inoperative by this provision include, but are not limited to, those enacted after the Approval Date that tie development or construction to the availability of public services and/or facilities (for example, the presence of a specified traffic level of service or water or sewer availability). 16 CA940230.008 (f) Further CEQA Review. County's environmental review of Subsequent Approvals pursuant to CEQA shall utilize the Dougherty Valley EIR and Dougherty Valley EIR Addendum to the fullest extent permitted by law. (g) Growth Management. Notwithstanding anything to the contrary contained in this Agreement, County may condition its issuance or approval of any application for development, which application is submitted to the County more than fifteen (15)years but less than twenty (20)years following the Effective Date, upon compliance with any performance standard contained in the Growth Management Element of the General Plan as of the date that is fifteen (15)years following the Effective Date. County may condition its issuance or approval of any application for development, which application is submitted to the County more than twenty (20)years following the Effective Date, upon compliance with any performance standard contained in the Growth Management Element of the General Plan as of the date that is twenty (20)years following the Effective Date. (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 which would violate the express or implied provisions, conditions, spirit or intent of the Planning Actions or the Subsequent Approvals. (3) Developer reserves the right to challenge in court any County Law that would, in Developer's opinion, conflict with this Agreement or reduce the development rights provided by this Agreement. 17 cnsaosso.00s (4) County shall. take any and all actions as may be necessary or appropriate to ensure that the vested rights provided by this Agreement can be enjoyed by Developer including, without limitation, any actions as are necessary or appropriate to ensure the availability of public services and facilities to serve the Gale Ranch as development occurs. This may involve the immediate reservation of certain County-provided services and facilities and/or other actions relating to services and facilities provided by other agencies. (i) Life of Subdivision Maps, Development Approvals, and Permits. The term of any subdivision map or other permit approved as a Subsequent Approval shall automatically be extended as provided under Government Code section 66452.6(a) or Government Code section 65863.9. Notwithstanding the foregoing, the vested rights associated with any vesting tentative map (but not the term of such tentative map) shall terminate upon the expiration of the Term of this Agreement. 4.2 State and Federal Law. As provided in Government Code § 65869.5, this Agreement shall not preclude the application to the Gale Ranch of changes in laws, regulations, plans or policies, to the extent that such changes are specifically mandated and required by changes in state or federal laws or regulations("Changes in the Law"). Not in limitation of the foregoing, nothing in this Agreement shall preclude County from imposing on Developer any fee specifically mandated and required by state or federal laws or regulations. In the event the Changes in the Law prevent or preclude compliance with one or more provisions of this Agreement, such provisions of the Agreement shall be modified or suspended, or performance thereof delayed, as may be necessary to comply with the Changes in.the Law, and County and Developer shall take such action as may be required pursuant to this Agreement, including, without limitation, Section 6 (Cooperation- Implementation) and Section 9.4 (Enforced Delay; Extension of Time of Performance) of this Agreement. 4.3 Timing of Construction and Completion. Notwithstanding Sections 84-66.1406(1) and 84-66.1602 of the County Code, there is no requirement that Developer initiate or complete 18 CA940230.008 development of the Gale Ranch or any particular phase of the Gale Ranch within any particular period of time, and County shall not impose such a requirement on any Subsequent Approval. Developer shall be able to :develop in accordance with Developer's own time schedule as such schedule may exist from time to time, and Developer shall determine which part of the Gale Ranch Site to develop first, and at Developer's chosen schedule. Nothing in this Agreement exempts Developer from complying with the Growth Management Element of the County General Plan or from completing work required by a subdivision agreement, road improvement agreement, or similar agreement in accordance with the terms of that agreement. 4.4 Developer Review of On-site Infrastructure Improvements. Developer shall have the right to review and comment on plans for any infrastructure improvement (including, without limitation, streets, roads, trails, and detention basins) to be constructed on the Gale Ranch Site by any private entity. In the event of any disagreement between Developer and County over the design or location of such improvements, such disagreement shall be addressed as described in Section 8 of this Agreement("Dispute Resolution"). Section 5. AMENDMENT' 5.1 Amendment of Planning Actions and Subsequent Approvals. To the extent permitted by state and federal law, any Planning Action or Subsequent Approval may, from time to time,be amended or modified in the following manner: (a) Administrative ,Amendments. Upon the written request of Developer for an amendment or modification to a Planning Action or Subsequent Approval, the Community Development Director or his/her designee shall determine: (i)whether the requested amendment or modification is minor when considered in light of the Gale Ranch as a whole; and (ii)whether the requested amendment or modification is consistent with Applicable Law, other than that portion of Applicable Law sought to be amended. If the Community Development Director or his/her designee 19 CA940230.008 finds that the proposed amendment or modification is both minor and consistent with Applicable Law (other than that portion of Applicable Law sought to be amended), the amendment shall be determined to be an "Administrative Amendment," and the Community Development Director or his designee may, except to the extent otherwise required by law, approve the Administrative Amendment without notice and public hearing. Without limiting the generality of the foregoing, lot line adjustments, changes in trail alignments, substitutions of comparable landscaping for any landscaping shown on any final development plan or landscape plan, and variations in the location of lots or homesites that do not substantially alter the design concepts of the Gale Ranch, and variations r in the location or installation of utilities and other infrastructure connections or facilities that do not substantially alter the design concepts of the Gale Ranch, shall be treated as Administrative Amendments. (b) Non-Administrative Amendments. Any request of Developer for an amendment or modification to a Planning Action or Subsequent Approval which is determined by the Director not to be an Administrative Amendment as set forth above shall be subject to review, consideration and action pursuant to Applicable.Law. 5.2 Amendment of This Agreement. This Agreement may be amended from time to time, in whole or in part, by mutual written consent of the parties hereto or their successors in interest, in accordance with this Agreement and the provisions of Government Code §§ 65867, 65867.5, and 65868 as follows: (a) Insubstantial Amendments. Paragraph G of the County's "Procedures and Requirements for the Consideration of Development Agreements," adopted by Board Resolution No. 85/412, permits a development agreement to establish an alternative procedure for the processing of "insubstantial amendments" to such an agreement. Notwithstanding the other provisions of this Section 5.2, and pursuant to said Paragraph G, any amendment to this Agreement which does not relate to (i)the Term of this Agreement; (ii)permitted uses of the Gale Ranch Site, 20 CA940230.008 (iii)provisions for reservation and dedication of land, (iv)conditions, terms, restrictions, or requirements for subsequent discretionary actions, (v)the density or intensity of use, (vi) the maximum height or size of proposed buildings, or (vii)monetary contributions by Developer, shall not require notice or public hearing before the parties may execute an amendment hereto. (b) Amendments of,.Planning Actions and Subsequent Approvals. No amendment of a Planning Action (other than'this Agreement) or Subsequent Approval or the Affordable Housing Program shall require an amendment to this Agreement. Instead,any such amendment automatically shall be deemed to be incorporated into the Gale Ranch and made subject to this Agreement. Section 6. COOPERATION-IMPLEMENTATION 6.1 Processing. (a) In taking the Planning Actions, County has established basic planning principles to guide development of the Gale Ranch Site. Accordingly, Subsequent Approvals issued by County, as set forth below, shall be subject to and limited by the provisions of Section 4.1(a) of this Agreement,and the other provisions of Applicable Law. (b) Without limiting the generality of the foregoing, County shall not, through any Subsequent Approval or the;'imposition of any condition of approval thereto, either: (i)except as specifically required pursuant to Section 4.1(a) of this Agreement, reduce the number of residential units permitted to be developed on the Gale Ranch Site to fewer than 5,830 or change the distribution of those 5,830 units by density as provided in the Specific Plan or reduce the square footage of commercial development permitted to be developed on the Gale Ranch Site to fewer than 266,000 square feet; or (ii)otherwise enact or impose any ordinance, resolution, rule, regulation, standard,directive, condition or other measure that is in conflict with Applicable Law(including this Agreement) as it exists immediately prior to the adoption of such Subsequent Approval. Nothing in 21 CA940230.008 item (i) of this subsection shall require County to approve any particular Subsequent Approvals if County cannot make all findings required by state law in connection therewith. (c) Upon submission by Developer of all appropriate applications and processing fees for any Subsequent Approval, County shall commence and complete (and shall use its best efforts to promptly and diligently commence and complete) all steps necessary to act on the Subsequent Approval application including, without limitation, (i)the notice and holding of all required public hearings,and(ii)the decision on the Subsequent Approval application as set forth below. (d) County may deny an application requested by Developer for a Subsequent Approval only if(i)such application does not comply with this Agreement, (ii) such application is inconsistent with the Planning Actions (provided, however, that inconsistency with a Planning Action shall not constitute grounds for denial of an application for a Subsequent Approval requested by Developer that is an amendment to that Planning Action), or (iii)County is unable to make all findings related to the Subsequent Approval'required by state law. County may approve an application for such a Subsequent Approval subject to any conditions necessary to bring the Subsequent Approval into compliance with this Agreement, make the Subsequent Approval consistent with the Planning Actions, or allow County to make the findings required by state law, so long as such conditions comply with Section 6.1(b) of this Section 6.1. 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 this Agreement),and County shall approve the application if subsequently resubmitted for County review if it complies:with the specified modifications. (e) Developer shall, in a timely manner, provide County with all documents, applications, plans, and other information. necessary for County to carry out its obligations hereunder and cause Developer's planners, engineers, and all other consultants to submit, in a timely manner, all required 22 CA940280.008 materials and documents therefor. It is the express intent of Developer and County to cooperate and diligently work to obtain any and all Subsequent Approvals. 6.2 Eminent Domain Powers. County shall cooperate with Developer in implementing the Planning Actions and Subsequent Approvals. To the extent permitted by law, such cooperation shall include, without limitation,:the use by County of its eminent domain powers where necessary to implement the Planning Actions and any Subsequent Approvals. 6.3 Other Governmental Permits. Developer shall apply for such other permits and approvals as may be required by other governmental or quasi-governmental agencies in connection with the development of, or the provision of services to, the Gale Ranch. County shall cooperate with Developer in its efforts to obtain such permits and approvals and shall, from time to time at the request of Developer, use its best efforts to enter into binding agreements with any such agency as may be necessary to ensure the availability of such permits and approvals. Section 7. COOPERATION IN THE EVENT OF LEGAL CHALLENGE 7.1 Cooperation. (a) lin 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 Project Approval, including this Agreement, or Subsequent Approval, the Parties shall cooperate in defending such action or proceeding to settlement or final judgment. Each Party shall select its own legal counsel and retain such counsel at its own expense, and in no event shall County be required to bear the fees and costs of Developer's attorneys. Developer shall save and hold harmless County from and against any and all claims and awards for third party attorneys' fees associated with such action or proceeding. 23 CA940230.008 .i (b) The parties agree.that this Section 7.1 shall constitute a separate agreement entered into concurrently with this Agreement, and that if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this section, which shall survive such invalidation, nullification,or setting aside." 7.2 Cure; Reapproval. (a) County has found and determined, in its legislative discretion, that the Gale Ranch should be approved, provided all requirements of law are met. County has also found and determined, in its legislativediscretion, and based upon information available to it at the time, that the benefits of the Gale Ranch outweigh any unavoidable significant adverse environmental impacts of the Gale Ranch. Accordingly, if, as a result of any administrative, legal or equitable action or other proceeding as described in Section 7.1, all or any portion of the Planning Actions (including, but not limited to, this Agreement) or Subsequent Approvals are set aside or otherwise made ineffective by any judgment (a "Judgment") in such action or proceeding (based on procedural, substantive or other deficiencies, hereinafter "Deficiencies"), the Parties agree to use their respective best efforts to sustain and reenact or readopt those Planning Actions and/or Subsequent Approvals that the Deficiencies related to, as follows, unless the Parties mutually agree in writing to act otherwise. (1) If any Judgment requires reconsideration or consideration by County of any matter, then the County shall consider or reconsider that matter in a manner consistent with the intent of this Agreement. If any such Judgment invalidates or otherwise makes ineffective all or any portion of any Project Approval or Subsequent Approval, then the Parties shall cooperate and shall cure any Deficiencies identified in the Judgment or upon which the Judgment is based in a manner consistent with the intent of this Agreement. 24 CA940230.008 County shall then readopt or reenact the Gale Ranch Approval or Subsequent Approval, or any portion thereof,to which the Deficiencies related. (2) Acting in a manner consistent with the intent of this Agreement includes, but is not limited to, recognizing that the Parties intend that, subject to the provisions of Section 4.1(a) of this Agreement, the permitted uses of the Gale Ranch Site shall include 5,830 residential units at.the densities provided in the Specific Plan and 266,000 square feet of commercial uses, and adopting such ordinances, resolutions, and other enactments, including but not limited to, zoning ordinances and general plan amendments, as are necessary to readopt or reenact all or any portion of the Planning Actions and/or Subsequent Approvals without contravening the Judgment. (3) The provisions of subsections (a) and (b), above, are subject to the following limitations: Any additional, revised or modified environmental mitigation measures or alternatives that might be imposed as a result of a Judgment shall comply with Section 7.2(b) of this Agreement. County's discretion in reviewing any information regarding environmental impacts 'or alternatives shall be limited only by Section 7.2(b) of this Agreement. (b) The Parties agree that this Section 7.2 shall constitute a separate agreement entered into concurrently with this Agreement, and that if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be bound by the terms of this section, which shall survive such invalidation, nullification,or setting aside: Section 8. DISPUTE RESOLUTION With regard to any dispute involving development of the Specific Plan area,the resolution of which is not provided for by Applicable Law, Developer shall, at County's request, meet with 25 CA940230.008 .i County and/or any party designated by County. The parties to any such meetings shall attempt in good faith to resolve any such disputes. However, nothing in this provision shall in any way be interpreted as requiring that Developer and County and/or County's designee reach agreement with regard to those matters being addressed, nor shall the outcome of these meetings be binding in any way on County or Developer'unless expressly agreed to by the Parties. Section 9. DEFAULT; TERMINATION; ANNUAL REVIEW 9.1 General Provisions. (a) Defaults. Any failure by either party to perform any term or provision of this Agreement, which failure continues uncured for a period of thirty (30) days following written notice of such failure from the other party, unless such period is extended by written mutual consent, shall i 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 26 CA940230.008 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; provided, however, that Developer reserves any and all rights it may have to challenge in court County's termination of this Agreement. 9.2 Annual Review. (a) On or before October 15 of each year, the Developer shall submit to the County Community Development Department a report demonstrating the good-faith compliance with the terms of this Agreement. This review shall be limited in scope to compliance with the terms of this Agreement. (b) The Community Development Director or his or her assignee (the "Community Development Director") shall, at a noticed public hearing, consider a staff report regarding Developer's compliance with the terms of this Agreement. After considering the evidence presented at such public hearing, the Community Development Director shall adopt, adopt with modification or deny the staff report. (c) Prior to January 30 of each calendar year, and based on the staff report, the Community Development Director shall make a determination regarding compliance with the Agreement. If the Community Development Director finds and determines that Developer has not complied with such terms and conditions, and 'non-compliance may amount to a default if not cured, then the Community Development Director may deliver a Default Notice pursuant to Section 9.1(a) of this Agreement, in which case the provisions of Section 9.1(a) shall apply. If the Community Development Director does not send such a Default Notice, then the Community Development Director and County shall take no further action; the County, including the Community Development Director, may exercise its right relating to any such event of default only after complying with Section 9.1(a)of this Agreement. 27 CA940230.008 (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. (e) In the event County fails to either: (i)conduct the Annual Review or (ii)notify Developer in writing (following the time during which the review is to be conducted) of County's determination as to compliance or noncompliance with the terms of this Agreement and such failure remains uncured as of 60 days following the anniversary of the Effective Date in any year during the term of this Agreement, such failure shall be deemed an approval 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 approved, or with respect to any year in which County is deemed to approve of Developer's compliance with this Agreement pursuant to the preceding paragraph, County, upon request of Developer, shall provide Developer with a written "Notice of Compliance," pursuant to Section 15 of this Agreement. 9.3 Default by County. In the event County defaults under the terms of this Agreement, Developer shall have all rights and remedies provided herein. 9.4 Enforced Delay; Extension of Time of Performance. In addition to specific provisions of this Agreement, 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 28 CA940230.008 excused performance which is not within the reasonable control of the Party to be excused. Upon the request of either Party hereto, an extension of time for such cause will be granted in writing for the period of the enforced delay, or longer as may be mutually agreed upon. Section 10. DEFENSE AND INDEMNITY (a) Developer's Actions. Developer shall defend, hold harmless, and indemnify County and its elected and appointed officers, agents, employees, and representatives from claims, costs, and liabilities for any personal injury, death, or physical property damage (including inverse condemnation) which arises directly or indirectly, as a result of the construction of the Gale Ranch, or of operations performed under this Agreement by Developer or by Developer's contractors, subcontractors, agents or employees, whether such operations were performed by Developer or any of Developer's contractors, subcontractors, or by any one or more persons directly or indirectly employed by,or acting as agent for Developer or any of Developer's contractors or subcontractors. (b) County's Actions. Nothing in this section shall be construed to mean that Developer shall defend, indemnify, or.hold County harmless from any claims of personal injury, death or property damage arising from, or alleged to arise from, the sole negligent act or sole negligent failure to act, sole gross negligence, or any deliberately harmful act or failure to act, on the part of County, its elected and appointed representatives,officers,agents and employees. Section 11. NO AGENCY,JOINT VENTURE OR PARTNERSHIP It is specifically understood and agreed to by and between the Parties that: (1)the subject development is a private development; (2)County has no interest or responsibilities for, or duty to, third parties concerning any improvements until such time, and only until such time, that County accepts the same pursuant to the provisions of this Agreement or in connection with the various Planning Actions or Subsequent Approvals; (3)Developer shall have full power over and exclusive 29 CA940230.008 control of the Gale Ranch'herein described, subject only to the limitations and obligations of Developer under the Planning Actions, Subsequent Approvals, and this Agreement; and (4)County and Developer hereby renounce the existence of any form of agency relationship,joint venture or partnership between County and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between County and Developer. Section 12. MISCELLANEOUS 12.1 Incorporation of Recitals and Introductory Paragraph. The Recitals contained in this Agreement, and the introductory paragraph preceding the Recitals, are hereby incorporated into this Agreement as if fully set forth herein. 12.2 Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, Developer may, in Developer's sole and absolute discretion, terminate this Agreement by providing written notice of such termination to County. 12.3 Other Necessary Acts. Each party shall execute and deliver to the other all such other further instruments and documents as may be reasonably necessary to carry out the Planning Actions, Subsequent Approvals and this Agreement and to provide and secure to the other party the full and complete enjoyment of its rights and privileges hereunder. 30 CA940230.008 I 12.4 Construction: Each reference in this Agreement to this Agreement or any of the Planning Actions or Subsequent Approvals shall be deemed to refer to the Agreement, Project Approval or Subsequent Approval as it may be amended from time to time, whether or not the particular reference refers to such possible amendment. This Agreement has been reviewed and revised by legal counsel for both County and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. 12.5 Other Miscellaneous Terms. The singular shall include the plural; the masculine gender shall include the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Agreement,the signer obligations are joint and several. 12.6 Covenants Running with the Land. All of the provisions contained in this Agreement shall be binding upon the parties and their respective heirs, successors and assigns, representatives, lessees, and:all other persons acquiring all or a portion of the Gale Ranch, or any interest therein, whether by operation of law or in any manner whatsoever. All of the provisions contained in this Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the. land pursuant to applicable laws including, without limitation, Civil Code section 1468. Each covenant herein to act or refrain from acting is for the benefit of or a burden upon the Gale Ranch, as appropriate, runs with the Gale Ranch and is binding upon the owner of all or a portion of the Gale Ranch and each successive owner during its ownership of such property. 12.7 Dougherty Valley Development Strategy. The Dougherty Valley is the subject of a comprehensive and integrated planning effort. It has been designed to allow development by phases. The timing of phase development will reflect market conditions and business decisions of the developers of the Dougherty:Valley,while requiring that each phase make provision for its needs for infrastructure, services and amenities. Recognizing this development strategy, it is the intent of the 31 CA940230.008 Parties that while development must occur in furtherance of the valley-wide Dougherty Valley planning effort and the County's Growth Management Element, developers of the Dougherty Valley be able to pursue development in a manner commensurate with their own goals and resources. Therefore, County shall not impose any condition to a Subsequent Approval that cannot be met solely by Developer. 12.8 Mortgagee Rights. Any mortgagee which wishes to receive notices of default from the County pursuant to this Section 12.8 may provide written notice to the County requesting such notice. County shall notify any such mortgagee requesting notice of any event of default by Developer under this Agreement and provide to any such mortgagee the same opportunity to cure such event of default as is provided to Developer under this Agreement. Failure to so notify any such mortgagee shall not give rise to any liability on the part of County, provided that this Agreement shall not be terminated by County as to any mortgagee (1)who has requested notice but the mortgagee is not given notice by the County or (2)to whom notice is given and to which either or the following is true: (1) the mortgagee cures any default involving the payment of money by Developer within sixty(60)days after notice of default; (2) as to defaults requiring title or possession of all or any portion of the Gale Ranch to effectuate a cure: (i)the mortgagee agrees in writing, within ninety(90) days after the written notice of default,to perform the proportionate share of Developer's obligations under this Agreement allocable to that part of the Gale Ranch Site in which the mortgagee has an interest conditioned upon the mortgagee's acquisition of that part by foreclosure (including a trustee sale) or by a deed in lieu of foreclosure; (ii)the mortgagee commences foreclosure proceedings to reacquire title to all or the applicable portion of the Gale Ranch Site within the ninety (90) days and thereafter diligently pursues the foreclosure to completion; and (iii)the mortgagee (or any purchaser of the Developer's interest at foreclosure, or trustee 32 CA940230.008 sale, or by deed in lieu of foreclosure promptly and diligently cures the default after obtaining title or possession. Subject to the foregoing, in the event any mortgagee records a notice of default as to its-mortgage or deed of trust, Developer's rights and obligations under this Agreement may be transferred to the mortgagee or to any purchaser of the Developer's interest at a foreclosure or trustee sale and Developer shall remain liable for such obligations unless released by County or unless County has approved the transfer in accordance with Section 14.1, Section 14.2,and Section 14.3. 12.9 Notice of Proposed Amendment to Mortgagee. This Agreement may be amended without the approval or execution of any such amendment by any mortgagee. However, if County receives notice from a mortgagee requesting a notice of proposed amendment, County shall provide a copy of any proposed amendment to such mortgagee. 12.10 Remedies. Either party may, in addition to any other rights or remedies, institute an equitable action to cure, correct, or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation thereof, enforce by specific performance the obligations and rights of the parties hereto, or to obtain any remedies consistent with the foregoing and the purpose of this Agreement. In no event shall either County or Developer be entitled to monetary damages for breach of contract by the other Party to this Agreement. 12.11 California Law. This Agreement shall be construed and enforced in accordance with the laws of the State of California. Section 13. NOTICES Any notice or communication required hereunder between County or Developer must be in writing, and may be given, either personally or by registered or certified mail, return receipt requested. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (i)actual receipt by any of the addressees 33 CA940230.008 designated below as the party to whom notices are to be sent, or(ii)five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. Any party hereto may at any time, by giving ten (10) days written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below: 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 Director of Public Works 255 Glacier Drive Martinez, CA 94553 Telephone: (510);313-2000 Facsimile: (510)-'313-2333 34 CA940230.008 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. M. Thomas Jacobson Telephone: (510) 937-8000 Facsimile: (510)975-5390 Section 14. ASSIGNMENT,TRANSFER AND NOTICE 14.1 Assignment of Interests, Rights and Obligations. Developer shall have the right to assign or transfer all or any portion of its interests, rights or obligations under the Planning Actions (including this Agreement) and the Subsequent Approvals to third parties acquiring an interest or estate in the Gale Ranch or the Gale Ranch Site, or any portion thereof, including, without limitation, purchasers or long-term ground lessees of individual lots, parcels, or any lots, homes or facilities comprising a portion of the Gale Ranch. 14.2 Transfer Agreements. (a) In connection with the transfer or assignment by Developer of all or any portion of the Gale Ranch(other than a transfer or assignment by Developer to an affiliated party, a mortgagee or a "Non-Assuming Transferee" (as defined in Section 14.3 of this Agreement)), Developer and the transferee shall enter into a:written agreement (a "Transfer Agreement") regarding the respective 35 CA940230.008 interests, rights and obligations of Developer and the transferee in and under the Planning Actions and the Subsequent Approvals. Such Transfer Agreement may (i)release Developer from obligations under the Planning Actions (including this Agreement) or the Subsequent Approvals that pertain to that portion of the Gale Ranch being transferred, as described in the Transfer Agreement, provided that the transferee expressly assumes such obligations, (ii)transfer to the transferee vested rights to improve that portion of the Gale Ranch being transferred and (iii)address any other matter deemed by Developer to be necessary or appropriate in connection with the transfer or assignment. (b) Developer shall seek County's consent to any Transfer Agreement, which consent shall not be unreasonably withheld or delayed. Failure by County to respond within forty-five (45) days to any request made by Developer for such consent shall be deemed to be County's approval of the Transfer Agreement in question. County may refuse to give its consent only if, in light of the proposed transferee's business experience and financial resources, such transferee would not in County's reasonable opinion. be able to perform the obligations proposed to be assumed by such transferee. Such determination shall be made by the Community Development Director and is appealable by Developer to the Board. (c) Any Transfer Agreement shall be binding on Developer, County and the transferee. Upon recordation of any Transfer Agreement in the Official Records of Contra Costa County, Developer shall automatically be released from those obligations assumed by the transferee therein. (d) Developer shall be free from any and all liabilities accruing on or after the date of any assignment or transfer with respect to those obligations assumed by a transferee pursuant to a Transfer Agreement. No breach or default hereunder by any person succeeding to any portion of Developer's obligations under this Agreement shall be attributed to Developer, nor may Developer's rights hereunder be cancelled or diminished in any way by any breach or default by any such person. 36 CA940230.008 (e) No breach or default hereunder by Developer shall be attributed to any person succeeding to any portion of Developer's rights or obligations under this Agreement, nor shall such transferee's rights be cancelled or diminished in any way by any breach or default by Developer. 14.3 Non-Assuming Transferees. 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 one or more separate legal parcels for office,commercial, industrial, open space,park, school or other nonresidential uses. The transferee in such a transaction and its successors ("Non- Assuming Transferees") shall be deemed to have no obligations under this Agreement, but shall continue to benefit from the vested rights provided by this Agreement for the duration of the Term. Nothing in this section shall exempt any property transferred to a Non-Assuming Transferee from payment of applicable fees and assessments or compliance with applicable conditions of approval. Section 15. NOTICE OF COMPLIANCE 15.1 Generally. Within thirty (30)days following any written request which Developer may make from time to time, County shall execute and deliver to Developer a written "Notice of Compliance," in recordable form,duly executed and acknowledged by County,certifying that: (a) This Agreement- is unmodified and in full force and effect, or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modification; (b) There are no current uncured defaults under this Agreement or specifying the dates and nature of any such default; and 37 CA940230.008 (c) Any other reasonable information requested by Developer. The failure to deliver such a notice within such time shall constitute a conclusive presumption against County that this Agreement is in full force and effect without modification except as may be represented by the Developer and that there are no uncured defaults in the performance of the Developer, except as may be represented by the Developer. Developer shall have the right at Developer's'sole discretion,to record the Notice of Compliance. Section 16. ENTIRE AGREEMENT, COUNTERPARTS AND EXHIBITS This Agreement is executed in two (2) duplicate counterparts, each of which is deemed to be an original. This Agreement consists of (_) pages, _ notary acknowledgment pages, and (_)exhibits which constitute in full,the final and exclusive understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of County and the Developer. The following exhibits are attached to this Agreement and incorporated herein for all purposes: Exhibit A Legal.Description of the Gale Ranch Site Exhibit B Copy:-of County Ordinance No._,approving this Agreement Exhibit C Off-site Traffic Improvements List 38 CA940230.008 Section 17. RECORDATION OF DEVELOPMENT AGREEMENT Pursuant to Government Code section 65868.5, no later than ten (10) days after County enters into this Agreement, the County Clerk shall record an executed copy of this Agreement in the Official Records of the County of Contra Costa. IN WITNESS WHEREOF, this Agreement has been entered into by and between Developer and County as of the day and year first above written. COUNTY: COUNTY OF CONTRA COSTA Harvey Bragdon Community Development Director ATTEST: COUNTY CLERK APPROVED AS TO FORM: Victor J. Westman County Counsel By: Silvano Marchesi Assistant County Counsel DEVELOPER: By: By: Title: Title: And By: Title: 39 CA940230.008