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Country Estates Venture - PDAk us�.nr,e E. Steinmetz,CityClk NO FEE PER GC SEC 27383 N O FE E 10260081 City. of Gilroy 7-,;l Rosanna Street Cilroy, CA 95020 i�- COUNTRY ESTATES DEVELOPMENT AGREEMENT f`'.i, € t1 t ., < >C _ rn -p 4 VELOPMENT AGREEMENT BY AND BETWEEN CITY OF GILROY, �o THE CITY OF GILROY AND SOUTH COUNTY VENTURE Z-o RELATIVE TO THE DEVELOPMENT KNOWN AS SEP 13 F u 1.�J +83 co COUNTRY ESTATES 10260082 y THIS DEVELOPMENT AGREEMENT (hereinafter "Agreement") is entered rito°''r'� " this 17th day of July , 1989, (the "Effective Date ") by and between COUNTRY ESTATES VENTURE, (hereinafter "Country Estates" or "Developer "), a joint venture between Pyramid Associates, a general partnership, D. J. Sanchez, Inc., a California corporation, and Gilroy Partners, a general partnership, and the City of Gilroy, a political subdivision of the State of California (hereinafter the "City "). RECITALS L 098PAGE2159 A. All Codes, Ordinances, Resolutions, Rules and Regulations and established policies of the City and the laws of the State of California concerning the subject matter of this agreement are hereby referred to and incorporated herein to the same effect as if they were set out at length herein. Said Codes, Ordinances and Regulations include, but are not limited to, the following: the Code of the City of Gilroy (including but not limited to Chapters 12A, 19, 20, 21 Res. 85 -9 and 76 -47, thereof pertaining to local improvement procedures in subdivision or development respectfully): Ordinance No. 83 -15 (Zoning Ord.): Resolution 85 -5 (Uniform Building Code): Rules and Regulations. Included in the above are all of the above referred to Codes, Ordinances, Resolutions, Regulations and Substitutions thereof, as amended to the time of execution of this agreement. B. Country Estates owns in fee or otherwise retains a legal or equitable interest in those certain parcels of land outlined on Exhibit "A" attached hereto and made a part hereof for all purposes, and being more particularly described on Exhibit "A -1" attached hereto and made a part hereof for all purposes (the "Project Site "). Country Estates is developing the Project Site as a 123 dwelling unit residential development (hereinafter called the "Project "). C. The City of Gilroy Planning Commission, on March 3, 1988, by Resolution No. 88 -7, and the City Council (the "Council "), on March 7, 1988, by Resolution No. 88 -12, after appropriate environmental review, granted approval for the Project by approving, among other things, Tentative Map No. 87 -4. D. Insofar as the California Environmental Quality Act (Public Resources Sections 21000 et seq. (CEQA)) is concerned, the Council, on March 1, 1982, by Resolution No. 82 -26, certified, after making the appropriate findings, a Final Environmental Impact Report for the Project (the "Final EIR "). 1 k L 098PAGE2160 E. Country Estates is now desirous of entering into an agreement with the City as it begins the construction of the Project and as it proceeds to comply with the various conditions of approval required by the City, all of which will result in large expenditures of monies by Country Estates. The Project Site is primarily within the City of Gilroy. A small portion of roadway has been acquired within the County of Santa Clara and will be annexed to the City. A sewer trunk main will be constructed in the County of Santa Clara from the project in Burchell Road along the Uvas Creek to a connection at Santa Teresa Blvd. and Third Street. A domestic water booster pump system will be constructed on a City parcel at Mantelli Drive and Rancho Hills Court along with a water main installation in Welburn Avenue. A second Zone II booster pump will be constructed when additional units are allowed in accordance with Condition #33 of the Tentative Map Conditions. F. Development of the Project Site in accordance with all conditions of approval will provide for orderly growth in accordance with the policies and goals set forth by the City Council. G. The conditions of approval for the Project allow Country Estates to be partially reimbursed for an estimated two million in costs for the reimbursable portion of costs for the Sewer Trunk Main and the Water production facilities. Reimbursements shall be made over a fifteen (15) year period. H. The construction of a sewer trunk main is desired by the City to serve the project, including later phases. Additional capacity in the trunk main will serve the adjacent areas along the route of the sewer trunk main facility along with estimated density to the West and North of the trunk main. I. The construction of water production facilities will serve an estimated 800 units in the hillside properties adjacent to and at elevations above the Gilroy System Pressure Zone. The project contains 123 units with an estimated additional 248 units in future phases. J. For the reasons recited herein, Country Estates and the City have determined that the Project is a development for which the Agreement is appropriate. The Agreement will in turn eliminate uncertainty in planning for and securing orderly development of the Project, assure progressive installation of necessary improvements, provide for public services appropriate to each stage of development of the Project, insure attainment of the maximum effective utilization of resources within the City at the least economic cost to its citizens, and otherwise achieve the goals and purposes for which the Development Agreement Statute was enacted. In exchange for these benefits to the City, Country Estates desires to receive the assurance that it may proceed with the Project in accordance with the existing ordinances, resolutions and regulations, subject to the terms and conditions contained in this Agreement, in order to implement the intent of the City in adopting this Agreement. 2 AGREEMENT L 09 8 PAGE 2 161 SECTION 1. General Provisions. A. Term. The term of this Agreement shall commence upon the Effective Date and shall extend fifteen (15) years thereafter, unless said term is otherwise terminated, modified or extended by circumstances set forth in the Agreement or by mutual consent of the parties hereto. Following the expiration of said term, this Agreement shall be deemed terminated and of no further force and effect; provided, however, such termination shall not affect any vested right or duty arising from City - entitlements on the Project Site approved concurrently with or subsequent to the approval of this Agreement. SECTION 2. General Development of the Property. A. Development and Control of Development. Country Estates shall develop the Project on the Project Site in accordance with the terms and conditions of this Agreement, and the City shall control the development of the Project on the Project Site in accordance with the terms and conditions of this Agreement. B. Rules, Regulations and Official Policies. 1. Except as otherwise provided in the Agreement, the rules, regulations, official policies and conditions of approval governing permitted uses of the Project Site, development, density or intensity of use, design, improvement, construction and building standards, occupancy and specifications applicable to the Project Site and the Project shall be those rules, regulations and official policies in force at the time of the effective date of this Agreement and those referred to in this Agreement. 2. Changes in City laws, regulations, plans or policies, the terms of which are specifically mandated and required by changes in state or federal laws or regulations shall apply to the Project. 3. The City shall have the authority to charge processing fees for land use approvals, building permits and other similar permits and entitlements which are in force and effect on an city -wide basis at the time those permits are applied for. 4. Country Estates shall be responsible for the payment of fees prescribed in the conditions of approval. The City periodically adjusts fees to reflect inflation and other price increase pressures. Country Estates agrees to pay the fees in force at the time permits are taken. RECORDER'S MEMO FAINT WRITING. T;- ,_ ".70N COPIES Ui l DOT u , , ; '_!RS MAKE POOR PHOTOu,,,,, , „_ JHD C. Unimproved Area L098PAGE2162 As shown on the Final Map, Lots 124, 125, and 126 are not a part of the 123 residential lots being created at this time. No building permits may be issued for Lots 124, 125, and 126 prior to approval of a separate preliminary development plan, final development plan, tentative and final subdivision map for said lots 124, 125, and 126. Improvements are necessary through these lots to properly serve the approved 123 lots with secondary access, sewer, water and storm facilities. Country Estates has requested assessments be applied to the unimproved lots and agrees that the improvement and assessments directly benefit and improve lots 124, 125, and 126 by providing future sewer capacity in the trunk sewer main and future water capacity in the water distribution system and water pumping facilities. Neither the development of lots 1 through 123, the assessment district improvements to lots 124, 125 and 126, nor this agreement create vested rights to develop the unimproved area. SECTION 3. Obligations or Contributions by Developer. In consideration of the City entering into this agreement, Country Estates has agreed to perform certain obligations with respect to improving the project site which the city contemplates will have an overall benefit on the Gilroy area, including but not limited to: A. Payment of offsite sewer trunk main fees for a share of the cost of sewer trunk main capacity between Santa Teresa Boulevard and the Gilroy Treatment Facility. B. A second Zone II booster station shall be constructed in accordance with the Tentative Map Conditions. The Developer acknowledges that funding for the deferred booster pump station will not be available from the first 123 units or from any connections made by adjacent development prior to the construction of of the second Zone II booster Station. Station components will equal those for booster pump station #1, except for minor hydraulic differences. C. The Developer shall enter into a deferred improvement agreement to include the following: I. The 248 lots proposed for future development will be burdened with a share of the Phase I water system and sewer trunk main. 2. Booster station #4 Zone II shall be constructed and a secondary access to Hecker Pass Highway through the development will be completed in accordance with the Tentative Map Conditions. 3. Units contributing to the detention pond storm outfall will be burdened with the detention pond site and access removal. A separate bond will be required. 4 L 09SPAGE2163 D. The Developer agrees to locate construction water from private sources or reclaimed water and will not use City of Gilroy domestic water for dust control, compaction, trench jetting or any other construction purpose. It is estimated approximately fifteen million gallons will be needed to complete the project. This use would severely hinder the City drought reduction effort. If the above sources are impossible, domestic water will be from City water, however, no water may be used from the Mantelli Drive area. E. The water monitoring device required in each home is rescinded. The device has been proven unsatisfactory after a few years' use. F. The Developer further agrees he will construct improvements and dedicate the right—of—way for all streets to his property boundary. Hollyhock Lane shall be fully improved to the property boundary to the west and dedicated to the City. G. The area at the west end of Hollyhock Lane through the drainage easement shall be defined as a future sixty foot wide road extension and storm drainage easement. The easement shall be in favor of the City of Gilroy. The homeowner's association shall not be named on the easement to protect Hoey's right to connect to Hollyhock Lane. H. A homeowner's association shall be formed to provide for owners' control of architectural and esthetic values and provide for required maintenance within private easements in the development. The association will control and maintain, along with individual participation, all facilities within easements that do not have a maintenance roadway along the easement. Specific terms and conditions are included in the tract Covenants, Conditions and Restrictions. I. The erosion control methods outlined in the improvement plans are a guide for the contractor to reduce potential erosion on the site. The erosion protection on the project site will require an extended maintenance period to assure defects have been repaired and do not reoccur. Two winters with normal rainfall should be adequate to determine if the erosion protection is effective. Should less than normal rainfall continue, the bonds guaranteeing this portion of the work shall be renewed until released by the City, to a maximum of four (4) years. All defects will be corrected as they appear to reduce erosion damage. J. The Developer has submitted an engineered plan to maintain the pressure in Carriage Hills and the surrounding area when two pumps are on in booster station #1. The Developer will test the completed installation to demonstrate that the existing pressure is not adversely impacted by pump station X61 with two pumps on. Should pump station #1 impact existing pressures, a dedicated water main will be installed to pump station X61. K. The Developer will forward a check to reimburse the City for capacity in the existing telemetry system at the City corporation yard prior to acceptance of improvements. The Developer is using existing capacity in 5 /"V L 09SPAGE2164 City equipment that will need replacing when City facilities expand. The Developer will use the equivalent controls for two reservoir sites and four pump sites. The City will provide documentation for the amount. L. The Developer will install erosion control facilities to protect the site, adjacent properties and the existing City facilities including the storm drainage system, catch basins, silt basins around the catch basins, silt fences, hay bales, erosion netting and hydroseeding on a priority to meet the October 1 completion date for all erosion control facilities. If weather permits, the October 1 deadline may be extended. Any threat of rain will trigger the immediate placement of protection as outlined above. M. Critical spare parts for Booster Station #1 shall be provided to reduce delays for repairs in the absence of future Station A. Parts shall be included on the shop drawings for approval by the City. N. Mylars shall be provided for each sheet of the plans before construction begins and will be corrected showing all changes during construction. As built plans shall be submitted to the City before final acceptance of the work. 0. Booster Pump #1 will match the adjacent home in color, wall materials, and roofing. Special consideration will be given to their preference. SECTION 4. Assessment Districts The Developer desires to establish assessment districts on the project to fairly spread cost for additional maintenance and acquisition. Two assessment districts shall be established. A General Maintenance Assessment District shall be formed to provide costs for certain maintenance that is unique to the project area and beyond what is ordinarily experienced by the City. Additional costs are required for specified maintenance in the public right -of -way only and do not include maintenance of private sewer laterals from the sewer main to the residence or storm drainage systems in back or side yard easements that do not have access roads over or along them. The maintenance of private facilities shall be performed by the individual owners or the homeowner's association. Specified maintenance includes the additional labor, equipment and supplies that will be necessary to maintain the additional catchbasins, roadside headwalls and culverts, weed control, steep slopes, underground pipes, and roadway maintenance on steep roadways. In addition, the water system will require careful monitoring, and will require additional electrical energy, testing, and maintenance. It is estimated that additional personnel will be required for every maintenance operation in the project. Assessments will be modified annually to reflect actual cost to perform this service. Acquisition Assessment District - The Developer desires to form an acquisition assessment district to uniformly spread costs of water production and storage facilities and the sewer trunk main as follows: 3 i� L09SPAGE2165 A. Water Facilities - The Developer desires to spread 1 /800th of the cost of the water facilities to each of the one hundred twenty three lots in phase one and 1 /800th per lot to his remaining property, estimated to yield 248 additional lots. The remaining balance shall be paid by the Developer. The Developer shall be eligible for a reimbursement for each new housing unit that is developed on adjacent property and connects to the Zone II or Zone III water system. Reimbursements shall be limited to 429 units during the 15 year term of this agreement. B. Sewer Trunk Main - The Developer desires to form an acquisition assessment district to uniformly spread the cost associated with the construction of the sewer trunk main. The main shall be sized to provide capacity for 1200 units with reserve capacity for infiltration, intrusion, peaking factors and oversizing. The Developer wishes to form an acquisition district and spread 1 /1200th of the cost to each of the 123 lots in Phase I and to the proposed 248 lots on the balance of the Developer's land. The remaining balance shall be funded by the Developer or through a separate agreement among other benefiting property owners. The remaining balance shall be eligible for reimbursement during the 15 year term of this agreement. Each participant in the remaining balance shall receive a reimbursement based on their percentage of contribution. Fees eligible for reimbursement shall be listed in the City of Gilroy Comprehensive Fee Schedule and adjusted annually for inflation. The City will collect said reimbursable fees for each new building permit that benefits from the Zone II or III water pressure system or the Sewer Trunk Main. SECTION 5. Hold Harmless Agreement. Country Estates hereby agrees to, and shall defend, save and hold the City and its elected and appointed boards, commissions, officers, agents and employees harmless from, and and all claims, costs and liability for any damages, personal injury or death, which may arise, directly or indirectly, from Country Estates or Country Estates' contractor's, subcontractor's, agent's, or employee's operations under this agreement, whether such operations be by Country Estates or by any of Country Estates' contractors, subcontractors, by any one or more persons directly or indirectly employed by, or acting as agent for Country Estates or any of Country Estates' contractors or subcontractors. SECTION 6. Design Standards. The Developer agrees the design of the project follows acceptable engineering practice and guidelines, but in some areas adopted standards were not available for all conditions encountered within the design of the project. The City is concerned that the approved project will be functional for the residents and will provide a functional, efficient and safe environment for its residents. For these reasons the City may adopt standards in the future that are different from the design of Phase 1 based on the performance of the infrastructure in this project. The Developer agrees standards adopted for the first 123 lots may not apply to Lots 124, 125, and 126. Changes may be changes necessary in street sections, storm drainage design concepts, water system criteria, erosion control specifications, slope limitations and other changes as deemed necessary. 7 y -, L 098PAGE21G6 SECTION 7. Other Governmental Permits. Country Estates shall apply in a timely manner for such other permits and approvals as may be required from other governmental agencies having jurisdiction over any portion of the project as may be required for the orderly development of , or provision of services to, the Project. Such agreements or permits may include, but are not limited to, Santa Clara County, Santa Clara Valley Water District, California State Department of Transportation and Gilroy Unified School District. Country Estates further agrees to deliver all such permits or agreements to the City in a timely manner and will comply with the terms and conditions therein. All permits and agreements shall be submitted for timely review before final approval. SECTION 8. Cooperation in the Event of Legal Challenge. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the parties hereby agree to cooperate in defending said action. SECTION 9. General. A. The City and Country Estates agree that this Agreement shall not prevent the City in subsequent actions applicable to the Project Site from applying new rules, regulations and policies which do not conflict with those rules, regulations, and policies applicable to the Project Site as set forth herein; nor shall this Agreement prevent the City from denying or conditionally approving any subsequent development project application on the basis of such existing or new rules, regulations and policies. B. The City hereby finds and determines that execution of this Agreement is in the best interests of the public health, safety, and general welfare. C. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. D. The Developer agrees: 1. To perform each and every provision required by the City to be performed by the Developer in each and every one of said Codes, Ordinances, Regulations and City Council Conditions of Approval, Resolution 88 -12, adopted March 7, 1988. 2. To grant to the City without charge, free and clear of encumbrances, any and all stipulated easements and rights of way in and to his said real property necessary for the City in order that its water, electricity, and /or sewer lines in or to said real property may be extended. N. �ti L 09SPAGE2167 4. To construct and improve all public works facilities and other improvements as set out herein, according to the standards heretofore established, and according to the grades, plans and specifications thereof, all as approved by the City Engineer, and shall furnish two (2) good and sufficient bonds. One shall be executed in the face amount of no less than $ 7,508,161.00 for completion of the Project, and the other shall be executed in an amount no less than 50% of the above mentioned bond and shall secure payment to the contractor, his subcontractors and to persons renting equipment or furnishing labor or materials to them for the improvement hereunder, and as provided for in Section 4200 -4210 of the Government Code of the State of California, the Codes, Ordinances, Resolutions, and Regulations of the City, and this agreement. The faithful performance bond hereinabove provided for, shall by the terms remain in full force and effect for a period of one (1) year after the completion and acceptance of said work, to guarantee the repair and replacement of defective material and faulty workmanship. In lieu of said faithful performance bond for maintenance, the Developer may furnish a maintenance bond in the amount of 10% of the total contract price (with a minimum amount of one thousand dollars, ($1,000.00) to cover the one (1) year maintenance period. E. All sums shown herein to be payable by the Developer to the City are due and payable to the City upon the execution of this agreement. F. All the provisions of this agreement and all work to be done pursuant to the terms of this agreement are to be completed within one year from and after the date and year first above written. G. The faithful and prompt performance by the Developer of each and every term and condition contained herein is made an express condition precedent to the duty of the City to perform any act in connection with this transaction, and the failure, neglect or refusal of the Developer to so perform, or to pay any monies due hereunder when due shall release the City from any and all obligations hereunder and the City, at its election, may enforce the performance of any provision herein, or any right accruing to the City or may pursue any remedy whatsoever it may have under the laws of the State of California or the Codes, Ordinances, Resolutions of the City, in the event of any such default by Developer. H. This agreement, together with the attached stipulations, is an instrument affecting the title or possession of the real property described in Exhibit A. All the terms, covenants and conditions herein imposed shall be binding upon and inure to the benefit of the successors in interest of the parties. Upon the sale or division of the property described in Exhibit A, the terms of this agreement shall apply separately to each parcel and the Developer of each parcel shall succeed to the obligations imposed on Developer by this agreement. E L 098 PAGE 2168 I. The following General Stipulations and the attached stipulations shall be completed subject to the approval of the Director of Public Works. 1. Locate and properly dispose of any wells, septic tanks and underground fuel storage facilities. NOTE: The capping of any well will require inspection by the Santa Clara Valley Water District. 2. Schedule the construction of improvements along existing public roads so that the work affecting vehicular traffic is completed with a minimum interruption to traffic. 3. All work within the public right -of -way shall be subject to the approval of the City Engineer. 4. Before construction utilizing combustible materials may proceed, an all weather access must be provided to within 150 feet of the building site; and at least one in service fire hydrant must be available within 500 feet of each portion of the site wherein this construction is to take place. Location of the fire hydrants will be determined by the Fire Chief. J. The City does not accept maintenance easements that are designated as private storm or utility easements. Access for City vehicles has not been provided along those easements and therefore cannot be efficiently maintained by City crews. Decorative landscaping provided to enhance the project is not accepted for maintenance. K. The homeowner's association will maintain all decorative landscaping within the project including intersection landscaping, booster pump site landscaping and decorative landscaping adjacent to entrances to the project and will sign and pay for all water used for this purpose. L. Changes or deviation from the plans may be made after a written request has been approved by the City. The inspector shall be notified immediately of any proposed change in the work. If approved, a copy of the signed approval shall be retained by the City, a copy given to the inspector and contractor and a copy maintained by the Developer's engineer for inclusion in the as built plans. M. No further lot splits will be allowed as to lots 1 through 123 within the project. N. The attached Development Cost Schedule enumerates all fees and their extensions. 0. Certain details and equipment specifications such as stand -by generator, booster pumps and storage tank details, will be finalized during construction subject to approval by the City Engineer. SECTION 10. Counterparts. This Agreement is executed in three duplicate originals, each of which is deemed to be an original. This 10 Location of Property_ Assessor's Parcel No. Name of Applicant Address Type of Develognent P Area 370.8785 Ac. wAku • •,• L 09SPAGE2171 No. 87 -26 (Rev.) Date 7 -10 -89 Initialed JBL Approximately 3700' west of Santa Teresa Boulevard 783 -04 -009, 011, 012, 013, & 014 Gilroy Country Club Estates 286 Fifth Street, Gilroy, CA 95020 roposed Residential Storm Drain Area " E If - Street Frontage 39,600 LF Special Public Works Services Engineering Map Check for 123 lots Final Maps $333.00 + $44.40/lot Parcel Maps $416.25 + $34.41/lot Miscellaneous Engineering Services 24 hours x $45.51/hr 100 - 2600 -3- 600400 $ 6,739.05 ** $ 5,220.00 ** $ 984.00 ** Public Works Microfilming (Maps and Plans) $ 535.05 ** 1 - 6 sheets $117.59 + $5.00 /sheet 7 -12 sheets $150.26 + $5.00 /sheet 13 -18 sheets $182.93 + $5.00 /sheet 90 number of sheets Wood Pole Mounted Electrolier N/A FF @ $8.58 /FF Engineering Plan Check and Inspection Cost of Public Improvements $ 0.00 100 - 2600 -3- 600412 $529,720.23 $ 7,508,161.00 10% of first $100,000 = 10,000.00 8% of $100,000 - $200,000 = 81000.00 7% of over $200,000 = 511,571.27 (Subject to change based on actual cost.) Fire Hydrant Location Fee $ 148.96 ** $34.77 for the first 5 hydrants +$ 3.48 for each additional hydrant Storm Development Fee Area "A" Area "A -1" Area "B" Area "C" Area "D" Area "E" Area "F" Area 'In RECORDER'S hrc 11 FAINT WRITING, TYPIN'r,. 30N COPIES OR DOT MATRIX ' ERS MAKE POUR PHOTOGRAPHIC, ,RECORD L 0 9 8 PAGE217 2 $2,016.07 /Acre $4,018.85/Acre $1,888.45/Acre $3,216.01 /Acre $1,994.71 /Acre $1,502.76/Acre $2,775.22/Acre $2,523.14/Acre Acres @ $ /Acre Front Foot Charges Water - inch diameter FF @$ FF Sewer - inch diameter FF @$ FF Street Ta-�rc�vements 220 - 2640 -3- 680200 $ 220 - 2640 -3- 680201 $ 221 - 2641 -3- 680200 $ 40.299.52 222- 2642 -3- 680200 $ 223 - 2643 -3- 680200 $ 224 - 2644 -3- 680200 $ 25.377.34 225 - 2645 -3- 680200 $ 226- 2646 -3- 680200 $ 230 - 2636 -3- 680400 $By Developer 230 - 2636 -3- 680500 $By Developer 230 - 2636 -3- 680600 $By Developer Pavement SF @ $_/SF = $ By Devel Curb & gutter FF @ $12.36/FF = $ By Devel Sidewalk SF @ $ 3.81 /SF = $ By Developer Gal. Pole Electrolier & Conduit FF @ $ 8.58/FF = $ By Developer Fire Hydrant Resident FF @ $ 2.83/FF = $ By Developer Calm & Ind. FF @ $ 3.78/FF = $ N/A Storm Drain - inch diameter 230 - 2636 -3- 680700 $By Developer FF@ $ /FF Sewer Development Fee 705 - 2662 -3- 671000 $W/ B1dg.Penm. 123 Units @ $1,308.00 /Unit (Res) N/A Gals. @ $547.00 /100 GPD (CamVind) Water Development Fee 123 Units @ $1,075.00 /Unit (Res) L098PAGE2173 725 - 2672 -3- 695000 $Def.by Acnnt. N/A Gals. @ $1,123.00 /1000 GPD peak (Ca wVInd) Construction Water 720- 0433 -3- 690000 $Def.by A=. FF @ $0.67/FF + Acres @ $43.19 /Acre Public Works Cash Bonds and Deposits Other Stom drain, Day Ranch 801 - 2680 -3- 680000 $11,262,242.0* - ZbtaI 1st, 2nd & 3rd payment($235,874.59 + 150,000.00 + 132,225.00) TOTAL DUE CITY $ 88,629.92 $ 690,766.06 $ 518,099.59 $ 172,666.47 NOTE: All deferred and/or estimated fees will be adjusted to the rates in effect at the time Building Permits are issued. * Nat included in total. ** Calculations based on old rate. Accepted by: • CN�2Y ESTATES VENTURE Date: T Ai RECORDER'S FAINT WRITING, S �RMC COp�� MATRIX MArt� N OR DO; SA X, INT OOR PHOTO; t , C ,� ERS U I'ECORD L 09SPAGE2169 Agreement consists of eleven (11) pages and thirteen (13) exhibits on file with the City Engineer which constitute the entire understanding and agreement of the parties. Said exhibits are identified as follows: Exhibit A Site Map Exhibit A -1 Legal Description Exhibit B Improvement Plans Exhibit C Drainage Plan Exhibit C -1 Drainage Calculations Exhibit D Water System Model Exhibit D -1 Water System Design Exhibit E Deed to Day Ranch Exhibit E -1 Easement for Drainage Exhibit E -2 Easements for Trunk Sewer Main Exhibit F Schedule of Required Devices for Homes Exhibit F -1 Hydrant Connections to Different Zone Exhibit F -2 Water Meter Connections to Different Zone Other engineering calculations were required, are part of this agreement, and have been certified by the Developer's engineer for the following elements of the project: Retaining walls, structural elements of the pump houses, utility box retaining walls, top of slope velocities, concrete ditch design, existing swale erosion, trunk sewer main, generator sizing, electrolier foundation design, and other minor studies. IN WITNESS WHEREOF, Country Estates and City have executed this Agreement as of the date first hereinabove written. ' 4 ' :d ATT T -J ty Glerk I 1''/lid1U��A,179 D/1C712711 7 ✓; n / ' J City Atto DEVELOPER BY BY COUNT Y E TATES VENTUR DATE ;F42 ,/ NOTE: If Developer is a corporation, the complete legal name and corporate seal of the corporation and the corporate titles of the persons signing for the corporation shall appear above. 11 1 W M /1 X W IL h N 1 (Corporation as a Partner of a Partnership) STATE OF CALIFORNIA GOLDEN STATE TITLE DIVISION of COMMONWEALTHL*M COUNTY OF �Q !l /Gi l_ �� SS. TITLE 1W"ANCE CCMPIWY J ' L 09SPAGE2170 On 4 , , before me, the undersigned, a Notary Public in and for said State, personally appeared—%j) her 6 S j - known to me to be the President, a" , k Seeretery of 6 IZ ();z &)Xu / l'e� -- .f--; /c, the corporation that executed the within instrument and known to me to be the persons who executed the within instrument on behalf of said corporation, said corp ration be kno n to me OFFICIAL IC Irrrrrrrrr/rrrrr lAL SEAL L to be one of the partners of l r �` l� C.''7 F �, X HELEN J. DONOVAN the partnership that executed the within instrument, and acknow- ledged to me that such corporation executed the same as such partner and that such partnership executed the same. WITNESS my hand and official seal. Ate Signature GS133 State of California ) ) ss: County of Santa Clara ) "db NOTARY PUILN: — CALIFORNIA COUNTY OF SANTA CLARA = Comm. Exp. May 17, 1990 �Irmn ---- -- mm�gonnrmunnrnnmm�iF (This area for official notarial seal) On this the 13th day of July, 1989, before me, the undersigned Notary Public, personally appeared RICHARD E. CLARK personally known to me to be the person who executed the within instrument as President of Glenmoor Development Co., Inc., a California Corporation, which corporation is a partner in Pyramid Associates, a California General Partnership, which general partnership is a partner in South County Venture, a California General Partnership, which general partnership is a General Partner in Country Estates Venture, a California General Partnership, and acknowledged to me that the corporation executed it. WITNESS my hand and official seal. �/ q/gIgIN111gIqN1111r /N11N111//11 /I /I /IINIg1/1 \_ OFFICIAL SEAL HELEN J. DONOVAN NOTARY PUBLIC — CALIFORNIA _ COUNTY OF SANTA CLARA. �` Comm. Exp. May 17, 1990 ■ HIIg1NIINIINII /IIIgg01/IIBHIIINIIIIII IgNIN /� Notary Public AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF GILROY AND SOUTH COUNTY VENTURE RELATIVE TO THE DEVELOPMENT KNOWN AS COUNTRY ESTATES DATED JULY 17, 1989 This amendment to the Development Agreement ( "Amendment ") shall be effective on July 17, 2004, ("Effective Date ") by and between the City of Gilroy, California, a Municipal Corporation of the State of California ( "City ") and Country Estates Venture ("Country Estates"), ajoint venture between Pyramid Associates, a General Partnership, and D.J. Partnership. RECITALS A. City and Country Estates are currently parties to a Development Agreement entitled "Development Agreement by and betweemthe City of Gilroy and South County Venture Relative to the Development Known As Country Estates" dated July 17, 1989 ("Development Agreement "), and effective on or about that same date, which shall terminate by its own terms on July 17, 2004. B. Country Estates has requested that the City extend certain reimbursements beyond the term of the Development Agreement for an additional fifteen (15) years, or until July 17, 2019. C. The City has determined that an amendment to the Development Agreement (hereinafter "Amendment ") is required to accommodate Country Estates' request. D. Notice of the City's intention to amend the Development Agreement has been given pursuant to Government Code Section 65867. E. The Development Agreement provides that as a condition of approval a Second Zone 11 Booster Pump Station will be constructed and allow Country Estates to be partially reimbursed for its estimated costs for the reimbursable portion of costs for the Sewer Trunk and the Water production facilities. Reimbursements shall be made over a fifteen (15) year period. F. The Development Agreement further provides that the remaining balance for the Sewer Trunk Main shall be funded by Country Estates or through a separate agreement among the benefiting property owners. The remaining balance shall be eligible for reimbursement during the fifteen (15) year term of the Development Agreement. Each participant in the remaining balance shall receive a reimbursement based on their percentage of contribution. Fees eligible for reimbursement shall be listed in the City of Gilroy Comprehensive Fees Schedule and adjusted annually for inflation. The City will collect said reimbursable fees for each new building permit that benefits from Zone H or III water pressure system of the Sewer Trunk Main. G. Country Estates has requested that the City extend the period of time for reimbursement of a portion of the costs for the Second Zone H Booster Pump Station described above for an additional fifteen (15) years. This Amendment to the Development Agreement is to VAFMOR 4 accommodate that request, which will extend the reimbursement period for fifteen (15) years from July 17, 2004. Said extension shall be specifically applied to the reimbursement of a portion of the costs for the Second Zone II Booster Pump Station only, and shall not extend in any manner any other provisions of the Development Agreement unless otherwise stated below, which Agreement shall expire and be deemed terminated and of no further force and effect on July 17, 2004. H. Government Code section 65865.2 provides that a development agreement may include terms and conditions relating to financing of necessary public facilities and subsequent reimbursement over time. NOW, THEREFORE, in consideration of the factual premises and the covenants and conditions set forth in this Amendment, City and County Estates hereby agree as follows: That SECTION 1 of the Development Agreement, is hereby repealed in its entirety and shall be replaced by a new SECTION 1 to read as follows: "SECTION I. General Provisions. Term. For only that certain provision of the Development Agreement in Section 4 B, concerning the reimbursement of a portion of the costs for the Second Zone II Booster Pump Station, the term of the Development Agreement shall be extended for fifteen (15) years, or until July 17, 2019. Said extension shall not extend in any manner any other provisions of the Development Agreement, which shall expire on July 17, 2004, and shall be deemed terminated and of no further force and effect; provided, however, such termination shall not effect any vested right or any duty or obligation of Country Estates arising from City entitlements previously granted on the project site." 2. That the Development Agreement be amended by adding a new SECTION 11 and shall read as follows: "SECTION 11. Reimbursement for Section Zone II Booster Station. The conditions of approval require that a Second Zone II Booster Pump Station be constructed and allow Country Estates to be partially reimbursed for a portion of costs for the Second Zone II Booster Pump Station. The reimbursement calculation for the Second Zone II Booster Pump Station is set forth in Exhibit "A" attached hereto and incorporated by this reference. Reimbursements for the Second Zone II Booster Pump Station shall be made over a fifteen (15) year period. Fees eligible for reimbursement are those applicable that are listed in the City of WMV710A 4 n Gilroy Comprehensive Fee Schedule and adjusted annually for inflation. The City will collect in its normal course of business said reimbursable fees from each new building permit that benefits from the Second Zone H Booster Pump Station as identified in the "Northwest Quadrant Second Zone 2 Pump Station Lot Identification" map dated June 2004, attached hereto as Exhibit "B ". and incorporated by the reference, and will remit to Country Estates its portion of said fees within a reasonable period of time following City's actual receipt of said fees. The maximum reimbursement during the fifteen (I 5) year term of this Amendment shall be limited to the 456 units as depicted in Exhibit "B." City shall have no obligation to reimburse Country Estates for fees that it has not actually received, nor to reimburse fees that are received under protest pursuant to State law, nor to reimburse fees that are subject or involved in any claim against the City." 2. That SECTION 8 of the Development Agreement, is hereby repealed in its entirety and shall be replaced by a new SECTION 8 to read as follows: "SECTION 8. Defense and Indemnity of Legal Action. In the event of a legal action by a third party challenging the validity, interpretation, or effectiveness of all or any part of this Amendment or contesting any alleged actions or omissions of the City relating to, or forming part of, the enactment of the ordinance adopting this Amendment, if City elects to defend such action, or if Country Estate requests that the City defend such action within five (5) days after City notifies Country Estates of such legal action, City shall have the right to submit a demand for a deposit, in an amount to be determined by City, toward costs to be incurred by City in connection with such action, including, without limitation, staff time and all court costs, litigation expenses, and attorneys' fees (hereinafter "Litigation Costs "). Said deposit, as well as reimbursement for all Litigation Costs incurred by City in connection with such action, shall be paid by Country Estates within ten (10) days after written demand. City shall have the right from time to time to reasonably estimate the amount it expects to incur in connection with such action, and to demand from Country Estates an additional deposit for such amounts, which additional deposit shall be paid to the City within ten (10) days after written demand. Upon the final conclusion of such action, any unused deposit provided by Country Estates shall be returned to Country Estates. Nothing contained herein shall be construed to limit the discretion of City, in the interest of the public welfare, to settle, defend or appeal, or to decline settlement or to terminate or forego WH1697108 4 1 defense or appeal of, such legal action. In no event shall City be required to continue litigation, although City shall have the right to do so, in the event Country Estates fails to pay any amounts owing to the City pursuant to this Section within the time required by this Section. In no event shall City have any obligation or liability to Country Estates in connection with City's defense of such action, including without limitation the outcome thereof, or in the event the City elects not to defend such action or terminates said defense. The Parties acknowledge that this Section 8 constitutes a separate agreement entered into concurrently with this Amendment, and that if any other provision of this Amendment or the Amendment as a whole is invalidated, rendered null or set aside by a court of competent jurisdiction as a result of any such litigation or other proceeding, the Parties shall nevertheless be bound by the terms of this Section 8, which shall survive such invalidation, nullification or setting aside by such court. 4. In case of a conflict in the terms of the Development Agreement and this Amendment, the provisions of this Amendment shall control. 5. The parties acknowledge and accept the terms of this Amendment as evidenced by the following signatures of their duly authorized representatives. Dated:— CITY OF G Y nh iro, Mayor Approved s to form: e - &4 L- — COUNTRY ESTATES Linda Callon, City Attorney Attestf by eZ Rhon a Pellin, City Clerk Its - Dated: \, H16771OR 4 _ -Z b ._G' Dated: 'I — D-1�1 _ 0 LA-