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Development Agreement - Hecker Pass Specific Plan DOCUMENT: 19817205 IIIIIIIIIIIIUI III II III 11111111 II Pages: 178 Fees + No Fees Taxes. Copies. AMT PAID RECORDING REQUESTED BY AND WHEN RECORDED, RETURN TO: City of Gilroy 7351 Rosanna Street Gilroy, California 95020 Ci ty Attention: ,- Shawna Freels, Clerk (SP ACt ABOVE THIS LINE RESERVED FOR RECORDER'S USE) REGINA ALCOMENDRAS SANTA CLARA COUNTY RECORDER Recorded at the request of City ROE # 0 1 I 4/17/2008 2: II PM CITY OF GILROY DEVELOPMENT AGREEMENT RELATIVE TO THE DEVELOPMENT KNOWN AS HECKER PASS SPECIFIC PLAN DOCUMENT EXECUTED IN COUNTER PART DATED FEBRUARY 5, 2007 HO 18200 1/600620-1 HECKER PASS DEVELOPMENT AGREEMENT TABLE OF CONTENTS PAGE RE CIT AL S ................................................................................................................................... 1 A G RE E ME NTS ........................................................................................................................... 5 Article 1 DEFINITION OF TERMS.................................................................................. 6 1.1 Defined Terms. ......................................................................................................... 6 1.2 Additional Definitions....... ........... ................................................. ....... ............ ...... 16 Article 2 2.1 Article 3 3.1 3.2 Article 4 4.1 4.2 HO 18200 1 /600620-1 2.2 2.3 EFFECTIVE DATE; TERM; EXTENSIONS ................................................ 17 Dating and Processing of Agreement ..................................................................... 17 2.1.1 Applicable Dates ....................................................................................... 17 2.1.2 Execution by City..................................................................................... 17 2.1.3 Recording.......... ........................................................................................ 17 Term of Agreement......... ............................................. ............ ............................... 17 Extension of Term for Non-RDO Holders.............................................................. 17 2.3.1 Present Status ofNon-RDO Holders ........................................................ 17 2.3.2 Extension for Bank/Raleys Property........................................................ 17 2.3.3 Extension for Church Property................................................................ 18 Extension for Force Maj eure .................................................................................. 19 Extension by Agreement......................................................................................... 19 Effect of Expiration of Term................................................................................... 19 2.4 2.5 2.6 3.3 3.4 3.5 3.6 3.7 3.8 REGULA TI ON OF DEVELOPMENT ........................................................... 19 Proj ect Development; Control of Development. .................................................... 19 Applicable City Regulations. .................................................................................. 20 3.2.1 Future City Regulations ........................................................................... 20 3.2.2 Regulation for Health and Safety............................................................. 21 3.2.3 Construction Codes.............................................................. ......... ........... 21 Effect of Agreement................................................................................................ 21 Other Governmental Approvals. .............................................................................21 Effect of Termination.............................................................................................. 21 Operating Memoranda. ........................................................................................... 21 Timing of Development; Obligation to Develop .................................................... 22 Public Financing Districts....................................................................................... 23 APPLI CANT'S VESTED RIGHTS ................................................................. 23 Applicant's Vested Rights as to the Project............................................................ 23 Applicant's Vested Rights to RDO Allocations. .................................................... 23 4.2.1 Grant ofRDO Allocations to Subject Property....................................... 23 4.2.2 Use of RDO Allocations.......................................................................... 24 4.2.3 Applicant's Coordinator........................................................................... 25 Article 5 5.1 Article 6 6.1 6.2 Article 7 HO 18200 1 /600620-1 4.3 4.4 4.5 4.6 4.2.4 Second Units............................................................................................ 25 Commercial Development...................................................................................... 25 Agricultural Use...................................................................................................... 25 Community Facilities.............................................................................................. 26 City Services........................................................................................................... 26 5.2 5.3 5.4 5.5 ENTITLEMENT AND PERMIT PROCESSING .......................................... 26 Review and Processing of City Approvals. ............................................................26 5.1.1 Timely Processing by City....................................................................... 26 5.1.2 Environmental Review............................................................................. 26 5.1.3 Consultant Assistance.............................................................................. 27 Further Consistent Discretionary Actions............................................................... 27 Term of Tentative Subdivision Maps and Other Approvals. .................................. 27 Survival of Vesting Map Rights. ............................................................................ 27 Applicant's Right to Rebuild. ................................................................................. 28 6.3 APPLICANT'S OBLIGATIONS ..................................................................... 28 Applicant's Obligations for Conditions of Approval.............................................. 28 Applicant's Obligations for Infrastructure. ............................................................. 28 6.2.1 Major Public Improvements ....................................................................28 6.2.2 Other Infrastructure.................................................................................. 28 6.2.3 Applicable Standards............................................................................... 28 6.2.4 Protection of Residents from Construction Traffic.................................. 29 6.2.5 Partial Completion ofInfrastructure ........................................................ 29 6.2.6 Model Homes ........................................................................... ................ 29 Maintenance Obligations........................................................................................ 29 6.3.1 Applicant's Maintenance Obligations...................................................... 29 6.3.2 City's Maintenance Obligations.............................................................. 30 Qualifications of Obligations of Raleys and Bank. ................................................30 6.4.1 No Joint Liability ..................................................................................... 30 6.4.2 Reimbursement Obligations.................................................................... 30 6.4 7.1 7.2 7.3 7.4 CITY FEES AND EXACTIONS; APPLICANT CREDITS AND REIMBURSEMENTS ....................................................................................... 30 Existing City Fees. .............. .............................. ................................................ ...... 30 Future Fees.............................................................................................................. 31 Limit on City's Ability to Impose or Increase Exactions .......................................31 Applicant Payment of Fees; City Credits and Reimbursements. ............................ 31 7.4.1 Payment of Fees .......................................................................................31 7.4.2 City Credits and Reimbursement .............................................................31 Reimbursement by Other Development.................................................................. 31 Habitat Conservation Plan Fee. ......... ........ ........ ...................................................... 32 7.6.1 HCP Advance Contribution. .................................................................... 32 7.6.2 HCP Advance Credit and Refund ............................................................ 32 7.6.3 No Other HCP Payment........................................................................... 32 7 .6.4 No City Obligation................................................................................... 32 7.5 7.6 11 7.7 Public Benefit Fee................................................................................................... 32 TRANSFERS AND ASSIGNMENTS; MORTGAGEES .............................. 33 Right to Transfer. .............. ............................................................... ....................... 33 Conditions on Right to Transfer. ............................................................................ 33 8.2.1 No Event of Default ................................................................................. 33 8.2.2 Assumption Agreement........................................................................... 33 8.2.3 Processing of Transfer Documents ..........................................................34 8.3 Transfer to Affiliate. .. ..................................................................... ........................ 34 8.4 Mortgagee and Foreclosure Purchaser as Transferee. ............................................ 34 8.5 Effect of Transfer. . .................................................................. ................................ 34 8.6 Right of Transferor to Cure..................................................................................... 34 8.7 Rights to Credits and Reimbursements................................................................... 35 8.8 Partial Transfer.................................... .................................................................... 35 8.9 Mortgagee Protection............................................................................................... 35 8.10 Mortgagee Not Obligated; Mortgagee as Transferee............................................. 35 8.11 Notice of Default to Mortgagee; Right of Mortgagee to Cure............................... 35 8.12 Rights of Mortgagees to Credits and Reimbursements.......................................... 36 Article 8 8.1 8.2 Article 9 AMENDMENT OF DEVELOPMENT AGREEMENT ................................ 36 9.1 Amendment of Agreement by Applicant and City. ................................................. 36 9.2 No Amendments to Agreement for Minor Deviations to Standards........................ 37 Article 10 10.1 10.2 10.3 10.4 10.5 10.6 Article 11 11.1 11.2 Article 12 12.1 12.2 HO 18200 1 /600620-1 ANNUAL REVIEW OF COMPLIANCE; CERTIFICATES ....................... 37 Annual Review....................................................................................................... 37 Procedure to Initiate Review. ....................................... ....... ....... ....... ..... ..... ........... 37 City Administrator's Proceeding .......................... ....... ....... ......... ..... ......... ............ 37 City Council Hearing. ........................................................................................ .... 38 Certificate of Compliance...................................................................................... 38 Estoppel Certificate................................................................................................ 39 PERMITTED DELAYS; SUPERSEDURE BY SUBSEQUENT LAWS..... 39 Permitted Delays......... .............................. ..................... ............................. ............ 39 Supersedure by Subsequent Laws.......................................................................... 39 11.2.1 Effect of Conflicting Law....................................................................... 39 11.2.2 Contest of New Law............................................................................... 39 12.3 12.4 12.5 EVENTS OF DEFAULT; REMEDIES; ATTORNEYS' FEES.................... 40 Events of Default................................................................................................... 40 Remedies. ............................................................................................................... 40 12.2.1 Proceedings Before Termination by City............................................... 40 12.2.2 Specific Performance or Other Remedies............................................... 41 12.2.3 Limitation on Remedy............................................................................ 42 Waiver; Remedies Cumulative. ............................. ..... ........ .................... .......... ..... 42 Litigation Expenses......... ................................................................ ................... .... 42 Limitations on Actions of Third Persons. .............................................................. 42 111 12.6 12.7 12.8 12.9 Article 13 13.1 13.2 Article 14 Nonliability of Officials and Employees of City................................................... 42 Nonliability ofIndividuals Affliliated with Applicant. ......................................... 42 Default Notices ......................................................................................... ............. 43 Several Obligations of Members of Applicant ...................................................... 43 INDEMNITY; INS URAN CE ............................................................................ 43 Applicant Indemnity and Defense. ........................................................................ 43 13 .1.1 Applicant's Indemnity. ........................................................................... 43 13 .1.2 Defense of Legal Action. ........................................................................ 43 Insurance. ............................................................................................................... 45 14.1 14.2 TERMINATION OF AGREEMENT FOR OTHER THAN DE FAULT .......................................................................................................... 45 Termination Upon Completion of Development. .................................................. 45 Release of Parcels From Agreement..................................................................... 46 14.2.1 Single Family Parcels and Condominium Units...................................... 46 14.2.2 Other Parcels. ...................................................... ..................................... 46 14.2.3 Documentation of Termination................................................................ 47 14.2.4 Sale Not a Transfer .................................................................................. 47 Effect of Termination Upon Applicant Obligations .............................................. 47 Effect of Termination Upon City Obligations ....................................................... 47 14.3 14.4 Article 15 CONCLUDING GENERAL PROVISIONS ...................................................47 15.1 Covenants Running with the Land......................................................................... 47 15.2 Interests of Other Owners. ..................................................................................... 48 15.3 Applicable Law; Venue......................................................................................... 48 15.4 Severability............... ........... ............... ...... ................................. ............. ............... 48 15.5 Gender; Numbers ................................................................................................... 48 15.6 Interpretation of Agreement.. ............... ............. ....... ....... ..... ............. ........... ....... ... 48 15.7 Negation of Partnership; Third Party Beneficiaries............................................... 48 15.8 Approvals......................................... ................................................. ...... ............... 49 15.9 Not a Public Dedication; Applicant Acknowledgements ...................................... 50 15.10 Entire Agreement. ............. ......... ....................................................... ......... ............ 50 15.11 Counterparts ............... ......... ................................................................. .................. 50 15.12 Mitigation of Damages ................. ........................................... ........... ............ ....... 50 15.13 Further Assurances and Cooperation; Covenant to Sign Documents.................... 50.15.14 Covenant of Good Faith and Fair Dealing. ............................................................50 15.15 References; Terminology............................................................................ ........... 50 15.16 Irregularity in Proceeding...................................................................................... 50 15.17 Time of the Essence............................................................................................... 51 15.18 Incorporation of Recitals and Exhibits. ................................................................. 51 15.18.1 Recitals... ............. .................................................................. ................. 51 15.18.2 Exhibits .......... ........................................................................ ......... ....... 51 15.19 Notices and Initial Addresses................................................................................. 51 15.20 Authority... ............. ........... ............................................................... .............. ........ 54 HO 18200 1 /600620-1 IV Exhibits: Exhibit A Exhibit A-I Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit F-1 Exhibit F-2 Exhibit G Exhibit H Exhibit I HOI8200l/600620-1 Legal Descriptions and Plats of the Subject Property Map of Subject Properties Approved Entitlements Narrative Description of the Project Form of Assignment and Assumption Agreement Omitted Summary of Major Public Improvements and Phasing Map of Residential Clusters and Development Areas Major Public Improvements Conceptual Diagrams Residential Development Allocations Omitted City Fees/Taxes in Effect as of Adoption Date v CITY OF GILROY HECKER PASS DEVELOPMENT AGREEMENT THIS HECKER PASS DEVELOPMENT AGREEMENT (this "Agreement") is dated February 5, 2007, for reference purposes only and is made and entered into by and between the CITY OF GILROY, a charter city and political subdivision of the State of California ("City") and Hoey Ranch Co., a California General Partnership ("Hoey North"), Hoey Family Partnership, a California Limited Eartnership ("Hoey South"), Goldsmith Seeds, Inc., a California corporation ("Goldsmith"), The Ellen F. Filice Family Trust (Exemption Trust) UTD May 3, 1990, as amended ("Ellen Filice Trust"), The George Ernest Filice and Donna Marie Filice Revocable Living Trust UTA dated May 10,2006 ("George/Donna Filice Trust"), Brian A. Filice, an individual ("Brian Filice"), Christina M. Filice Parikh, an individual ("Christina Parikh"), The Ralph David Filice and Nancy Castle Filice Revocable Living Trust UTA dated July 31, 1989, as amended by a complete Restatement of Trust dated November 22,2000, as amended ("Ralph/Nancy Filice Trust"), Nicole M. Filice Capshaw, an individual ("Nicole Capshaw"), David S. Filice, an individual ("David Filice"), Daniel W. Filice, an individual ("Daniel Filice"), Ernest E. Filice, Jr., an individual ("Ernest Filice"), Doreen A. Filice, an individual ("Doreen Filice"), Ernest E. Filice, Jr., as Custodian for Montina M. Filice under the California Uniform Transfers to Minors Act ("Montina Filice Custodian"), The Douglas Paul Gunter and Mary Jane Gunter Revocable Living Trust UTA dated January 31, 2007 ("Gunter Trust"), Fratelli Ranch, LLC, a California limited liability company ("Fratelli"), The Jess V. Arias and Josephine Arias Revocable Living Trust ("Arias Trust"), South Valley National Bank, a division of Pacific Capital Bank, N. A. ("Bank"), Raley's, a California corporation ("Raleys"), Joseph P. and Patricia E. Giacalone, husband and wife ("Giacalone"), Donald C. Christopher, an individual ("Donald Christopher"), The D' Arpino Revocable Trust ("D' Arpino Trust"), and South Valley Community Church Inc., a California non-profit corporation ("Church"), pursuant to the authority of Article 2.5, Chapter 4, Division 1, Title 7 (Section 65864 et seq.) of the Government Code relating to Development Agreements. RECIT ALS A. These Recitals refer to and utilize terms which are defined in this Agreement, and the Parties refer to those definitions in conjunction with their use in these Recitals and in this Agreement. B. In order to strengthen the public land use planning process, to encourage private participation in the process, to reduce the economic risk of development and to reduce the waste of resources, the Legislature adopted California Government Code sections 65864 to 65869.5 (the "Development Agreement Law"). The City Council of City has also adopted procedures to implement the Development Agreement Law, by Resolution No. 2002-61 adopted on August 5, 2002 (the "Development Agreement Procedures"). C. The Development Agreement Law authorizes cities and counties to contract with private interests for their mutual benefit in a manner not otherwise available to the contracting 1 HO 18200 1/600620-] parties. Such agreements, as authorized by the Development Agreement Law, can assure property developers they may proceed with projects assured that approvals granted by public agencies will not change during the period of development of their projects except as may be provided in such agreements. Cities and counties are equally assured that costly infrastructure such as roads, sewers, schools, parks, recreational facilities, drainage facilities, fire protection facilities, and police protection facilities, will be available at the time development projects come on line within their jurisdictions. The Development Agreement Procedures establish the authority and procedure for review and approval of proposed development agreements by City. D:- This Agreement relates to an overall plan of development for the western portion of the City of Gilroy covered by the Hecker Pass Specific Plan (the "Specific Plan") and known as the "Specific Plan Area." The members of Applicant propose development as summarized in Exhibit C (the "Project"), on a portion of the Specific Plan Area which is the property subject to this Agreement (the "Subject Property") as described in Exhibit A and shown in Exhibit A-I. E. Each member of Applicant holds a legal or equitable interest in a portion of the Subject Property as follows, and therefore has a sufficient interest to enter into a development agreement with City pursuant to the Development Agreement Law and Development Agreement Procedures. All of the Subject Property is sufficiently controlled by the members of Applicant to qualify for inclusion in this Agreement as required by Government Code Section 65865. (1) Hoey North owns the portion identified as Assessor Parcel No. 783-04- 019 (the "Hoey North Property"). (2) Hoey South owns the portion identified as Assessor Parcel No. 810-20- 011 and the western part of Assessor Parcel No. 810-20-013 (the "Hoey West Property") and the eastern part of Assessor Parcel No. 810-20-013 (the "Hoey East Property"). (3) Goldsmith owns the portion identified as Assessor Parcels Nos. 810-21- 001 and 810-20-005 (together, the "Goldsmith Property"). (4) Ellen Filice Trust, George/Donna Filice Trust, Brian Filice, Christina Parikh, RalphlNancy Filice Trust, Nicole Capshaw, David Filice, Daniel Filice, Ernest Filice, Doreen Filice, Montina Filice Custodian, and Gunter Trust each own an interest in the portion identified as Assessor Parcel No. 810-21-003 (the "Filice Property"). Ellen Filice Trust owns an undivided fifty percent (50%) interest in the Filice Property; George/Donna Filice Trust, Brian Filice, Christina Parikh, RalphlNancy Filice Trust, Nicole Capshaw, David Filice, Daniel Filice, Ernest Filice, Doreen Filice, Montina Filice Custodian, and Gunter Trust (together, the "Filice TIC Members") by varying shares collectively own and administer an undivided fifty percent (50% ) interest in the Filice Property under that certain Tenancy-In-Common Agreement dated as of June 30, 2007 as evidenced by a Memorandum of Agreement dated September 18, 2007 and recorded September 24, 2007 as Document No. 19595940 in the Official Records of the Santa Clara County Recorder's Office (the "Filice TIC Agreement"). For purposes of this Agreement, Ellen Filice Trust and the Filice TIC Members may be referred to together as "Filice" . 2 HO 18200 1/600620-] (5) Fratelli owns the portion identified as Assessor Parcel No. 810-21-007 (the "Fratelli Property"). (6) Arias Trust owns the portion identified as Assessor Parcel No. 810-20-004 (the "Arias Trust Property"). (7) Bank and Raleys each own an interest in the portion identified as Assessor Parcel No. 810-20-015 (the "BanklRaleys Property"). (8) Giacalone, Donald Christopher arrd D' Arpino Trust each own an interest in the portion identified as Assessor Parcel No. 810-20-006 (the "Giacalone Property"). Joseph and Patricia Giacalone hold their interest in the Giacalone Property as community property. (9) Church owns the portion identified as Assessor Parcels Nos. 810-21-004 and 810-21-005 (together, the "Church Property"). F. City has enacted a Residential Development Ordinance, currently found in Section 50.60 et seq. of the Gilroy Municipal Code (the "RDO Ordinance"), which regulates the timing of residential development in the City of Gilroy. G. City entered into a Residential Development Ordinance Performance Agreement dated September 25,2002 (the "RDO Agreement"), which granted allocations for 427 dwelling units pursuant to the RDO Ordinance (the "RDO Allocations") for use on the portion of the Subject Property owned by Hoey North, Hoey South, Goldsmith, Filice, Fratelli and Arias Trust (collectively, the "RDO Holders" and individually, an "RDO Holder") and specified certain terms and schedules for such use. H. Applicant applied for approval of this Agreement in order to (i) vest the land use policies established in the General Plan and other Existing City Regulations as of the Adoption Date, and (ii) memorialize certain agreements made between City and Applicant with respect to development of the Project and implementation of the Specific Plan. City and Applicant acknowledge that development and construction of the Project is a large-scale undertaking involving major investments by Applicant. Thus, certainty that the Project can be developed and used in accordance with the General Plan and other Existing City Regulations will benefit City and Applicant and will provide the Parties certainty with respect to implementation of the policies set forth in the General Plan and the Project Approvals. 1. City is willing to enter into this Agreement to (i) eliminate uncertainty in the comprehensive development and planning of the Project; (ii) secure orderly development; (iii) meet the goals and objectives of the General Plan, the Specific Plan and the Project Approvals; and (iv) provide significant new recreational and open space opportunities for City residents. J. City and Applicant have, in good faith, negotiated the terms of this Agreement hereinafter set forth. Said terms are consistent with the legislative purposes set forth above and will assure City, Applicant and the residents of Gilroy that the Subject Property and the Specific Plan Area will be developed in a manner consistent with the laws of the State of California and 3 HO 18200 ]/600620-1 the ordinances, policies, procedures and adopted plans of the City, including the General Plan Amendment and the Zoning Amendment (as defined below). K. On December 20, 2004, in support of the various entitlements and approvals needed to adopt and implement the Specific Plan and to build the Project on the Subject Property, and in accordance with "CEQA" (as defined in Section 1.1), the City Council of City certified as adequate and complete a Final Environmental Impact Report ("FEIR") for the Specific Plan. On January 18, 2005, the City Council of City by Resolution No, 2005-02 affinned its certification, adopted certain findings in support of its consideration of the Specific Plan and Project, and adopted-the Mitigation Monitoring Program. Except as potentially required for subsequent entitlements and approvals, no further environmental documentation is anticipated to develop the Project. 1. Following public hearings and consideration of the FEIR, on January 18, 2005, the City Council of City by Resolution No. 2005-03 (1) approved amendments to the Gilroy General Plan (the "General Plan Amendment") intended to assure consistency between the Specific Plan and the General Plan, and (2) approved the Specific Plan covering the Specific Plan Area. M. Following public hearings and consideration of the FEIR, on February 7, 2005 the City Council of City by Ordinance No. 2005-02 approved text amendments to the Gilroy Zoning Ordinance (as defined below) and rezoning of the Subject Property (the "Zoning Amendment") to assure consistency with the Specific Plan. N. Following preparation of a mitigated negative declaration (the "SPA-MND") pursuant to CEQA, and following public hearings and consideration of the FEIR and the SP A- MND, the City Council of City on December 18, 2006 adopted the SPA-MND and on January 22,2007 by Resolution No. 2007-01 for GP A 06-02, approved text and map amendments to the Specific Plan that (1) revised the terms for transferring RDO Allocations among residential clusters in the Specific Plan Area and (2) deleted construction of the East Intersection on Hecker Pass Highway (the "Specific Plan Amendment"). O. Following preparation of a mitigated negative declaration (the "Backbone MND") pursuant to CEQA, and following public hearings and consideration of the FEIR, SP A- MND and Backbone MND, the City Council of City on December 18, 2006 adopted the Backbone MND and on January 22, 2007 by Resolution No. 2007-02 approved the Hecker Pass Special Use District Backbone Infrastructure Master Plan AlS 05-54 (the "Backbone Plans") authorizing construction of the Major Public Improvements. P. Development of the Subject Property pursuant to the terms and conditions of the various entitlements and approvals described in Exhibit B (the "Approved Entitlements"), the provisions of the City of Gilroy General Plan and the mitigation measures provided for in the FEIR (as modified by the City Council), the SPA-MND and the Backbone MND will provide for orderly growth and development consistent with the General Plan, the RDO Ordinance and other development policies and programs of City. 4 HO 18200 1/600620-] Q. On December 7, 2006, after due review of and report on Applicant's application for this Agreement by City staff, and consideration of all other evidence heard and submitted at a duly noticed public hearing held on December 7, 2006, pursuant to the Development Agreement Law and the Development Agreement Procedures, the Gilroy City Planning Commission, designated by City as the Planning Agency for purposes of Development Agreement review pursuant to Government Code Section 65867, (i) found and determined that consideration of this Agreement complies with the FEIR, the SPA-MND and the Backbone MND, and that this Agreement is consistent with the objectives, policies, land uses and programs specified in the General Plan and in the other Existing City Regulations pertaining thereto, and (ii) recommended that the City Council approve this Agreement based on the foregoing findings. R. On December 18, 2006, the City Council held a duly noticed public hearing on this Agreement pursuant to the requirements of the Development Agreement Law and the Development Agreement Procedures. After due review of and report on Applicant's application for this Agreement by City staff, consideration of the Planning Commission's recommendations thereon and of all other evidence heard and submitted at such public hearing, and consideration of the record as a whole, including the FEIR, the SP A-MND and the Backbone MND, the City Council of City on January 22,2007 introduced Ordinance No. 2007-02 and on February 5,2007 adopted Ordinance No. 2007-02 (the "Enacting Ordinance") approving this Agreement, finding and determining in connection therewith that this Agreement is consistent with the objectives, policies, land uses and programs specified in the General Plan, the Specific Plan, and the other Existing City Regulations pertaining thereto, all pursuant to Section 65867.5 of the Development Agreement Law. S. City and Applicant have taken all actions mandated by and fulfilled all requirements set forth in the Development Agreement Law and the Development Agreement Procedures. T. Having duly considered this Agreement and having held the noticed public hearings, City finds and declares that the provisions of this Agreement are consistent with the City's General Plan, the Specific Plan, and the approved mitigation measures set forth in the FEIR (as modified by City), the SPA-MND and the Backbone MND and in the Mitigation Monitoring Program. AGREEMENTS NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Law and the Development Agreement Procedures, and in consideration of the foregoing Recitals and the mutual covenants and promises of the Parties herein contained, the Parties agree as follows: 5 HO] 82001/600620-1 ARTICLE 1 DEFINITION OF TERMS 1.1. Defined Terms. As used in this Agreement, the following terms, phrases and words shall have the meanings and be interpreted as set forth in this Section. "Adoption Date" means the date the City Council adopted the Enacting Ordinance enacting this Agreement. "Affiliate" means any Person directly or indirectly controlled by, controlling, or under common control of, another Person; any Person resulting from the merger or consolidation of a Person with another Person; any Person which acquires the controlling interest in the assets of another Person as a going concern; or any parent of a Person, any subsidiary of a Person, or any subsidiary of a parent of a Person, including, for purposes of the foregoing, any parent or subsidiary through one or more parents or subsidiaries owned or controlled by such parent or subsidiary. "Applicable City Regulations" means the Existing City Regulations, and such other Future City Regulations otherwise applicable to development of the Subject Property pursuant to Section 4.2. "Applicant" means, individually and collectively, Hoey North, Hoey South, Goldsmith, Ellen Filice Trust, George/Donna Filice Trust, Brian Filice, Christina Parikh, Ralph/Nancy Filice Trust, Nicole Capshaw, David Filice, Daniel Filice, Ernest Filice, Doreen Filice, Montina Filice Custodian, Gunter Trust, Fratelli, Arias Trust, Bank, Raleys, Giacalone, Donald Christopher, D' Arpino Trust, and Church. The term shall also include any person or entity which has acquired all of the interests of a member of Applicant in a portion of the Subject Property and which, in accordance with the requirements of Article 9, has agreed to assume each and every liability of Applicant to City under this Agreement. Unless specified to the contrary, where this Agreement refers to some obligation, right or action of "Applicant", such reference shall mean all the members of Applicant unless the context indicates otherwise. Where this Agreement refers to "a member of Applicant" or "the responsible member of Applicant" it shall be read to apply to one of the named entities constituting Applicant or its successor in interest, as such entity may be associated with the circumstances of the provision in question. "Applicant's Representatives" means the officers, directors, shareholders, managers, partners, members, trustees, employees, consultants and agents of a member of Applicant, as used in Section 13.7; provided, such term shall not apply to any named member of Applicant itself. "Approved Entitlements" has the meaning set forth in Recital N and Exhibit B. "Arias Trust" has the meaning set forth in the Preamble to this Agreement. "Arias Trust Property" has the meaning set forth in Recital E. 6 HO 18200 ]/600620-1 "Assumption Agreement" means an agreement as described in Section 8.2.2 and as shown in Exhibit D, executed by either a member of Applicant and a Transferee or by a Transferor and a Transferee, in which a Transferee acquiring an interest in any portion of the Subject Property expressly assumes various obligations relating to the development of the Project, or portion thereof which are imposed upon Applicant under the terms ofthis Agreement. "Backbone MND" has the meaning set forth in Recital O. "Backbone Plans" has the meaning set forth in Recital o. "Bank" has the meaning set forth in the Preamble to this Agreement. "BanklRaleys Property" has the meaning set forth in Recital E. "Brian Filice" has the meaning set forth in the Preamble to this Agreement. "Caltrans" means the California Department of Transportation. "CEQA" means collectively (1) the California Environmental Quality Act, California Public Resources Code section 21000 et seq.; and (2) the State CEQA Guidelines, 14 California Code of Regulations section 15000 et seq. "Christina Parikh" has the meaning set forth in the Preamble to this Agreement. "Church" has the meaning set forth in the Preamble to this Agreement. "Church Detention Facility" has the meaning set forth in Exhibit F. "Church Property" has the meaning set forth in Recital E. "City" means the City of Gilroy, or its designee. "City Administrator" means the appointed City Administrator of the City of Gilroy, or hislher designee. "City Approvals" means the Approved Entitlements and all land use and building entitlements, permits and approvals related to implementing this Agreement, developing the Subject Property or building the Improvements, including but not limited to P.U.D. Zoning, architecture and site approval, variances, site development plans, subdivision improvement plans and agreements, building plans and permits, specifications, landscape plans, grading plans and permits, parcel maps, tentative subdivision maps, final subdivision maps (including phased final subdivision maps), amendments to maps, lot line adjustments, covenants for easements, resubdivisions, use permits and certificates of occupancy. City Approvals also includes any applications, permits and approvals required to complete the Improvements in accordance with the Collective Standards, including, without limitation, those related to: (i) clearing the Subject Property; (ii) grading the Subject Property; (iii) constructing roads, traffic signals, storm drainage facilities, sewer facilities, and other utility facilities and connections; (iv) constructing water production and delivery facilities and storage tanks; and (v) constructing all structures and 7 HO] 82001/600620-] facilities accessory thereto subject to the limitations set forth in the Collective Standards. City Approvals also means all environmental approvals City may determine necessary under CEQA in addition to the FEIR, the SPA-MND and the Backbone MND to support the Subsequent Approvals. "City Council" means the City Council of the City of Gilroy, or its designee. "City Development Fees" means all fees or assessments imposed by City in connection with any City Approval to defray the cost of public services or facilities or imposed for a public purpose, other than City Processing Fees and Utility Rates or Fees. _ "City Processing Fees" means all fees and charges adopted by City and levied or assessed for the purpose of defraying City's reasonable costs incurred or to be incurred in the processing or administration of any form of regulatory permit, license, or land use entitlement, or the performance of any discretionary, ministerial, clerical or other action, or required for reviewing and processing applications for Subsequent City Approvals, including but not limited to fees for compliance with CEQA. "City Regulations" means the Gilroy General Plan, the Specific Plan, and all the ordinances, resolutions, codes, rules, regulations, policies, guidelines, procedures or other standards of City in effect as of the time in question, determined in accordance with the provisions of this Agreement, including without limitation the City Standards and the Construction Codes. "City Standards" means the standards for the design, installation and construction of the Major Public Improvements contained in City Regulations, including the Construction Codes, as they may be modified or superceded by the Improvement Standards. "Collective Standards" means: (a) The provisions of this Agreement; (b) Subsequent Approvals; (c) Existing City Regulations; and (d) Terms and conditions set forth III any City Approval required III connection with development of the Project. "Conceptual Backbone Diagrams" has the meaning set forth in Exhibit F. "Construction Codes" means the City Regulations pertaining to or imposing life safety, fire protection, mechanical, electrical and/or building integrity requirements with respect to the design and construction of buildings and building-related improvements. "Coordinator" means the person designated by Applicant for communicating details of RDO Allocation usage to City, as further described in Section 4.2.3. 8 HO 18200 1/600620-1 "D' Arpino Trust" has the meaning set forth in the Preamble to this Agreement. "Daniel Filice" has the meaning set forth in the Preamble to this Agreement. "David Filice" has the meaning set forth in the Preamble to this Agreement. "Days" means calendar days. If the last day to perform an act under this Agreement is a Saturday, Sunday, or Legal Holiday of the State of California, said act may be performed on the next succeeding calendar day that is not a Saturday, Sunday, or Legal Holiday of the State of California and in which the offices of City are open to the public for business. "Dedicate" means an irrevocable offer to make a dedication ofland and/or improvements to City. "Dedication" means an Exaction comprised of land and/or improvements required to be Dedicated to City. "Defaulting Member" has the meaning set forth in Section 12.9. "Developer Agent" means a developer or builder operating under contract with a member of Applicant to acquire a portion of the Subject Property or otherwise acting on behalf of a member of Applicant for the purpose of constructing Improvements and/or developing a portion of the Subject Property. "Development Agreement Law" means Government Code sections 65864-65859.5, as described in Recital B, as the same may be amended from time to time. The Development Agreement Law shall govern in the event of any conflict with the Development Agreement Procedures or any other City Regulation. "Development Agreement Procedures" means Resolution No. 2002-61 adopted by the City Council of City on August 5, 2002, as described in Recital B. "Director" means the Community Development Director for the City of Gilroy, or designee. "Donald Christopher" has the meaning set forth in the Preamble to this Agreement. "Doreen Filice" has the meaning set forth in the Preamble to this Agreement. "East Detention Facility" has the meaning set forth in Exhibit F. "East Development Area" has the meaning set forth in Exhibit F. "East Intersection" has the meaning set forth in Exhibit F. "East Outfall" has the meaning set forth in Exhibit F. "East Residential Cluster" has the meaning set forth in Exhibit F. 9 HO 18200 1/600620-1 "Effective Date" means the date that is thirty (30) days after the Adoption Date; provided, the Effective Date shall be extended, as necessary, by any referendum challenging this Agreement, the response of the City Council thereto, litigation filed challenging this Agreement, or similar events warranting such extension as City and Applicant may so determine. "Ellen Filice Trust" has the meaning set forth in the Preamble to this Agreement. "Emergency Vehicle Access" or "EVA" has the meaning set forth in Exhibit F. "Ena.c;ting Ordinance" has the meaning set forth in Recital R. "Equivalent Unit Cost Share" has the meaning set forth in Section 6.4.1 (b). "Ernest Filice" has the meaning set forth in the Preamble to this Agreement. "Event of Default" means a material failure of performance, or unreasonable delay in performance, by any Party to this Agreement, of any of the terms and conditions of this Agreement which that Party has a duty to perform. When any Party to this Agreement has committed an Event of Default, to the extent that said Event of Default proximately causes delays in any other Party's performance required by this Agreement, said delay in performance caused by the Event of Default shall not constitute an Event of Default by the Party whose performance was thereby delayed. All the foregoing is further governed by Article 12. "Exaction" means a fee, Dedication or reservation requirement, an obligation for on-site or off-site improvements or construction of public improvements, or an obligation to provide services, in connection with development of the Subject Property. For purposes hereof, Exactions include mitigation measures imposed or adopted pursuant to CEQA. "Existing City Fees" means those City Development Fees, City Processing Fees, and Utility Rates and Fees in effect as of the Adoption Date as specified in Exhibit I, as further discussed in Article 7. "Existing City Regulations" means all the City Regulations in the form in effect as of the Adoption Date, including but not limited to the Approved Entitlements. "Expiration Date" has the meaning set forth in Section 2.2. "Fee Schedule" has the meaning set forth in Exhibit I. "Filice" means Ellen Filice Trust and the Filice TIC Members. "Filice Property" has the meaning set forth in Recital E. "Filice TIC Agreement" has the meaning set forth in Recital E. "Filice TIC Members" has the meaning set forth in Recital E. 10 HO 18200 1/600620-1 "Final Environmental Impact Report" or "FEIR" means the Hecker Pass Specific Plan/South V alley Community Church Final Environmental Impact Report prepared on behalf of City for approval of the Approved Entitlements and Subsequent Approvals, certified by the City Council on December 20, 2004 which certification was affirmed by Resolution No. 2005-02 of the City Council adopted on January 18, 2005, and the accompanying Mitigation Monitoring Program. "Force Majeure" means a delay in performing any obligation under this Agreement, or a delay in the ability to exercise the rights granted under this Agreement, caused by reason of events beyond the reasonable control of a Party, including lmt not limited to acts of God or civil commotion; war or insurrection; acts of terrorism or related governmental security measures; riots, strikes, picketing, or other labor disputes; shortage of materials or supplies; fire, flood, earthquake, or other casualties; restrictions or delays imposed or mandated by Responsible Agencies or other governmental entities, including but not limited to any moratorium or other restriction whether directly or indirectly imposed on Applicant or the Subject Property; enactment of Laws which prevent or preclude compliance by a Party with any material provision of this Agreement; litigation brought by Persons other than a Party, or an Affiliate of a Party; and acts (or failure to act when action is required) or neglect of another Party. "Foreclosure Purchaser" means any Person other than a Mortgagee that acquires title to a portion of the Subject Property at a foreclosure sale. "Fratelli" has the meaning set forth in the Preamble to this Agreement. "Fratelli Property" has the meaning set forth in Recital E. "Future City Regulations" has the meaning set forth in Section 3.2.1. "General Plan Amendment" has the meaning set forth in Recital 1. "George/Donna Filice Trust" has the meaning set forth in the Preamble to this Agreement. "Giacalone" has the meaning set forth in the Preamble to this Agreement. "Giacalone Property" has the meaning set forth in Recital E. "Gilroy General Plan" means the General Plan of the City of Gilroy as amended by the General Plan Amendment. "Gilroy Subdivision Ordinance" means the Subdivision Ordinance of the City of Gilroy, currently found in Chapter 21 of the Gilroy Municipal Code, as amended. "Gilroy Zoning Ordinance" means the Zoning Ordinance of the City of Gilroy as amended by the Zoning Amendment. 11 HO 18200 1/600620-] "Goldsmith" has the meaning set forth in the Preamble to this Agreement. "Goldsmith Property" has the meaning set forth in Recital E. "Gunter Trust" has the meaning set forth in the Preamble to this Agreement. "HCP" means the Santa Clara Valley Habitat Conservation PlanlNatural Communities Conservation Plan (SCVHCPNCCP), as further discussed in Section 7.6. "HCP Advance" has thellleaning set forth in Section 7.6.1. "Hecker Pass Special Use District" refers to the land use designation applied to the Specific Plan Area by the General Plan. "Hoey North" has the meaning set forth in the Preamble to this Agreement. "Hoey North Property" has the meaning set forth in Recital E. "Hoey South" has the meaning set forth in the Preamble to this Agreement. "Hoey East Property" has the meaning set forth in Recital E. "Hoey West Property" has the meaning set forth in Recital E. "Improvements" means all the infrastructure and improvements necessary to support development and occupancy ofthe Project on the Subject Property, built both on and off the Subject Property, including without limitation the Major Public Improvements. "Improvement Standards" means standards for the design, installation and construction of the Improvements that City and Applicant anticipate will be processed and considered for approval by City together with Applicant's Master P.U.D. Zoning application for the Project. City acknowledges that the Improvement Standards, if adopted, may differ from related provisions in the City Standards, and City agrees that such Improvement Standards will govern. "Indemnify" means an obligation of a Party to indemnifY, defend, protect and hold the other Party, its officials, officers, employees, agents, stockholders, constituent partners and members of its boards and commissions, harmless from and against Losses. "Laws" means the Constitution and laws of the State of California, the Constitution of the United States, and any codes, statutes, regulations, or executive mandates thereunder, as may be amended, and any court decision, State or federal, thereunder. "Linear Park" means the DeBell Uvas Creek Park Preserve as defined in Exhibit F. HO] 82001/600620-1 12 "Losses" means claims, damages, liabilities, penalties, fines, causes of action, lawsuits and other proceedings, and costs and expenses in connection therewith, including reasonable attorneys' fees and costs. "Major Public Improvements" has the meaning set forth in Section 6.2.1. "Mitigation Monitoring Program" means the document listing environmental mitigation measures from the FEIR and describing details for implementation of the measures as shown in Exhibit A to Resolution No. 2005-02 adopted by the City Council on January 18, 2005, as described in Recital K, as such mitigation measures and implementation -details may have been modified by the SP A-MND; provided, as the mitigation measures and implementation details specified in the Mitigation Monitoring Program were based on program-level plans and designs and may be superseded by mitigation measures and implementation details adopted as part of Subsequent Approvals, references to the "Mitigation Monitoring Program" in this Agreement shall be deemed to refer to the current Mitigation Monitoring Program and its mitigation measures and implementation details as they may be revised by City from time to time, without the need for amending this Agreement, including without limitation the mitigation measures and implementation details adopted from the Backbone MND as part of approving the Backbone Plans. "Model Homes" means dwelling units built to demonstrate and promote the sale of other units in a project, which are not used for permanent residential occupancy until their role in sales promotion is ended. "Montina Filice Custodian" has the meamng set forth III the Preamble to this Agreement. "Mortgage" means a mortgage, deed of trust, sale and leaseback arrangement, or other transaction in which the Subject Property, or a portion thereof or an interest therein, or any improvements thereon, is conveyed as security or pledged as security. "Mortgagee" means any Person that is the holder of the beneficial interest under a Mortgage, or the owner of the Subject Property or the Project, or interest therein, under a Mortgage, or any Person nominated by any such holder of a Mortgagee interest for the purposes of holding title to the Subject Property or the Project or any portion thereof after a foreclosure, transfer in lieu of foreclosure, or termination of any sale leaseback arrangement after a default thereunder. "Neighborhood Park" has the meaning set forth in Exhibit F. "Nicole Capshaw" has the meaning set forth in the Preamble to this Agreement. "Non-RDO Holders" means Raleys, Bank, Giacalone, Christopher, D' Arpino Trust, and Church. "North Channel" has the meaning set forth in Exhibit F. 13 HOI8200]/600620-1 "North Residential Cluster" has the meaning set forth in Exhibit F. "Occupant" means a Person who buys or occupies four (4) or fewer single-family parcels with or without residences constructed thereon, or four (4) or fewer residential condominiums. "Outparcels" has the meaning set forth in Exhibit G. "Park Operator" has the meaning set forth-in Exhibit F. "Party" means (a) City on the one hand; and (b) on the other hand, Applicant, each member of Applicant, any Transferee, or any Mortgagee in possession subject to the limitations and restrictions upon the rights, duties and privileges of a Mortgagee contained in Article 9, determined as of the time in question. "Permit Streamlining Act" means California Government Code section 65920 et seq. "Person" means an individual, partnership, firm, association, corporation, trust, governmental agency, administrative tribunal or other form of business or legal entity. "Preserve" has the meaning set forth in Exhibit F. "Project" means the anticipated development of the Subject Property pursuant to the Specific Plan and the land use categories described in Exhibit C, as provided for in this Agreement. "Public Benefit Fee" has the meaning set forth in Section 7.7. "P.U.D. Zoning" means rezoning of property to "Planned Unit Development" together with approval of a site-specific development plan pursuant to Section 26 of the Gilroy Zoning Ordinance. "Raleys" has the meaning set forth in the Preamble to this Agreement. "Ralph/Nancy Filice Trust" has the meaning set forth in the Preamble to this Agreement. "RDO Holders" means Hoey North, Hoey South, Goldsmith, Filice, Fratelli and Arias Trust, as described in Recital G. "RDO Ordinance" means the Residential Development Ordinance of the City of Gilroy, currently found in Section 50.60 et seq. of the Gilroy Municipal Code, as amended. "RDO Agreement" has the meaning set forth in Recital G. 14 HO]8200]/600620-1 "RDO Allocation" means the City approval that must be obtained by a member of Applicant pursuant to the RDO Ordinance before a building permit can be issued for a dwelling unit, whether granted by the RDO Agreement or separately. An RDO Allocation used by a member of Applicant within the Subject Property shall be subject to such terms and conditions as are provided for in this Agreement and the RDO Ordinance. "Responsible Agency" means any governmental or quasi-governmental agency, other than City or any department or other entity under the control of City, having jurisdiction over or the authority to regulate development of the Project or construction of the Major Public Improvements. "Responsible Agency Regulations" means the Laws, ordinances, resolutions, codes, rules, regulations and official policies of Responsible Agencies in effect as of the time in question. "Sewer Replacement" has the meaning set forth in Exhibit F. "SPA-MND" has the meaning set forth in Recital N. "Specific Plan" means the Hecker Pass Specific Plan approved by the City Council by Resolution No. 2005-03 adopted on January 18, 2005, as amended by the Specific Plan Amendment, and as updated to incorporate the changes required by the Mitigation Monitoring Program. "Specific Plan Amendment" has the meaning set forth in Recital N. "Specific Plan Area" means the western portion of the City of Gilroy covered by the Specific Plan. "Subdivision Map Act" means California Government Code section 66410 et seq. "Subject Property" means the real property in that portion of the Specific Plan Area that is subject to this Agreement, as described in Exhibit A. "Subsequent Approvals" means those City Approvals that are granted to all or a portion of the Subject Property and the Project following the Effective Date. "Term" means the term of this Agreement, determined as of the time in question pursuant to Article 2, unless sooner terminated or expired as provided in this Agreement. "Transfer" means the sale, assignment, lease, sublease, or other transfer by a member of Applicant or a Transferee of Applicant of any portion of the Subject Property, or of any right, duty or obligation under this Agreement, made pursuant to the terms, standards and conditions of Article 8, including by foreclosure, trustee sale, or deed in lieu of foreclosure, under a Mortgage, but excluding (i) a Dedication and (ii) a Mortgage, including a transfer or assignment of this Agreement to a Mortgagee as additional security under a Mortgage, unless the Mortgagee 15 HOI8200]/600620-] becomes a Transferee in accordance with Section 8.4. The granting of a non-exclusive easement or license to any portion of the Subject Property shall not be considered a Transfer under this Agreement and shall not be subject to the provisions of Article 8. "Transferee" means the Person to whom a Transfer is effected, other than the owner of any single-family residential lot or other parcel that has been released from liability under this Agreement pursuant to Section 15.2. "Transferor" means the Person making a Transfer, whether a member of Applicant or a former Transferee. "Utility Rates or Fees" means rates or charges for water, sewer, storm drainage, solid waste removal, electrical service, and other utilities and services that are or may be imposed or collected by City. "Vested Rights" has the meaning set forth in Section 3 .1. "West Detention Facility" has the meaning set forth in Exhibit F. "West Development Area" has the meaning set forth in Exhibit F. "West Intersection" has the meaning set forth in Exhibit F. "West Outfall" has the meaning set forth in Exhibit F. "West PG&E Crossing" has the meaning set forth in Exhibit F. "West Residential Cluster" has the meaning set forth in Exhibit F. "Wireless System Cost Cap" has the meaning set forth in Exhibit F. "Wireless System" has the meaning set forth in Exhibit F. "Zoning Amendment" has the meaning set forth in Recital M. 1.2. Additional Definitions. The definitions set forth in this Article are not the exclusive definitions for all terms used in this Agreement and other definitions provided for terms in other Articles of this Agreement shall be used whenever provided and shall be of general application in this Agreement. 16 HOI8200]/600620-1 ARTICLE 2 EFFECTIVE DATE; TERM; EXTENSIONS 2.1. Datin2: and Processin2: of A2:reement. 2.1.1. Applicable Dates. This Agreement shall be dated as of the Adoption Date. The rights, duties and obligations of the Parties shall be effective as of the Effective Date. 2.1.2. Execution bv City.- Not later than thirty (30) days after the Effective Date, and assuming City has received this Agreement executed and acknowledged by Applicant, City by and through its Mayor shall execute and acknowledge this Agreement. 2.1.3. Recordin2:. Not later than ten (10) days after City's execution and acknowledgment of this Agreement, the City Clerk of City shall cause this Agreement to be recorded in the Official Records of the County of Santa Clara. If this Agreement is amended, modified or terminated as provided for in this Agreement, the City Clerk shall, within ten (10) days after such action takes effect, cause an appropriate notice of such action to be recorded in the Official Records of the County of Santa Clara. 2.2. Term of A2:reement. The Term of this Agreement shall commence on the Effective Date and shall continue to that date ten (10) full calendar years thereafter, unless sooner terminated or extended as provided for in this Agreement (the "Expiration Date"). 2.3. Extension of Term for Non-RDO Holders. 2.3.1. Present Status of Non-RDO Holders. The Specific Plan antICIpates residential development of the portion of the Subject Property owned by Raleys and Bank. While the portion of the Subject Property owned by Church is not currently designated for residential development in the General Plan or Specific Plan, Church presently intends to obtain approvals for residential development on a portion of the Church Property, and towards that end Church has filed an application with City for RDO Allocations under the small projects exemption category of the RDO Ordinance. Bank, Raleys and Church acknowledge that as of the Effective Date they are not RDO Holders and do not hold rights to RDO Allocations, and that nothing in this Agreement commits City to grant them any RDO Allocations, but that nevertheless they agree to participate in this Agreement. Church also acknowledges that as of the Effective Date there is no Specific Plan designation or zoning for the Church Property that allows residential development, and that nothing in this Agreement commits City to approve any such designation or zoning. Giacalone, Christopher and D' Arpino Trust have no expectation of building housing on the Giacalone Property. 2.3.2. Extension for BanklRalevs Property. Notwithstanding Section 2.2, so long as before the Expiration Date Raleys and Bank apply for RDO Allocations for the Bank/Raleys Property, the Term shall be extended only as to the Bank/Raleys Property until City makes its decision, even if such decision occurs after the Expiration Date that otherwise would apply. Thereafter, if City decides to grant any RDO Allocations to the Bank/Raleys Property, HO] 82001/600620-1 17 whether such decision is made before or after the Expiration Date, the Term shall be further extended only as to the Bank/Raleys Property to a date five (5) years after the date on which (i) Raleys and Bank have been granted sixty-one (61) RDO Allocations for use on the Bank/Raleys Property (such number being the amount of residential development on the Bank/Raleys Property authorized in the Specific Plan), or such lesser amount that Raleys and Bank confirm is the maximum they desire, and (ii) Raleys and Bank are allowed to exercise their rights to RDO Allocations and begin constructing housing; provided, in no event shall the maximum extension of the Term under this Section 2.3.2 exceed five (5) years beyond the Expiration Date. Raleys and Bank shall be permitted to accelerate or defer use of their RDO Allocations by up to three (3) years, simihtr to the rights granted the RDO Holders under Exhibit G of this Agreement. Nothing in this Agreement shall be interpreted as a commitment by City to provide any RDO Allocations for the Bank/Raleys Property, or as a commitment by Raleys and Bank to apply for RDO Allocations. This Section 2.3.2 also shall apply if City allows residential development on the Bank/Raleys Property without RDO Allocations, whether through waiver provisions in the RDO Ordinance or otherwise. 2.3.3. Extension for Church Property. Notwithstanding Section 2.2, so long as before the Expiration Date Church applies for RDO Allocations and other approvals necessary to build housing on the Church Property, the Term shall be extended only as to the Church Property until City makes its decision, even if such decision occurs after the Expiration Date that otherwise would apply. Thereafter, if City both grants the approvals required to build housing on the Church Property and grants RDO Allocations to the Church Property, whether such decision is made before or after the Expiration Date, the Term shall be further extended only as to the Church Property to a date five (5) years after the date on which (i) City grants RDO Allocations for use on the Church Property, and (ii) Church is allowed to exercise its rights to the RDO Allocations and begin constructing housing on the Church Property; provided, in no event shall the maximum extension of the Term under this Section 2.3.3 exceed five (5) years beyond the Expiration Date. Church shall be permitted to accelerate or defer use of its RDO Allocations by up to three (3) years, similar to the rights granted the RDO Holders under Exhibit G of this Agreement. Nothing in this Agreement shall be interpreted as a commitment by City to grant any discretionary approval for residential development on the Church Property or to provide any RDO Allocations for the Church Property, or as a commitment by Church to apply for any approval for such residential development or for any RDO Allocations. Nothing in this Agreement shall be interpreted as a commitment to approve any additional residential development in the Specific Plan Area, notwithstanding that the FEIR studied the potential for more housing units than are currently designated for possible development in the Specific Plan Area, and nothing in this Agreement shall be interpreted as a commitment by City to allow residential development on the Church Property even if City does decide to allow additional residential development in the Specific Plan Area. This Section 2.3.3 also shall apply if City allows residential development on the Church Property without RDO Allocations, whether through waiver provisions in the RDO Ordinance or otherwise. City agrees that if approvals are granted allowing residential development on the Church Property, including without limitation any necessary amendments to the Gilroy General Plan, Specific Plan or Gilroy Zoning Ordinance, such approvals shall be deemed Subsequent Approvals subject to the vested rights protections provided under this Agreement. 18 HO]8200]/600620-] 2.4. Extension for Force Maieure. Any event of Force Majeure that delays Applicant's ability to develop or use the Subject Property or construct or use the Major Public Improvements as intended under this Agreement, or that interferes with the City's ability to issue building permits or other approvals required for such development or use, shall serve to extend the Expiration Date by the amount of such delay, and shall serve to extend the time limits under this Agreement to use the RDO Allocations granted by City for use on the Subject Property and any other time limits specified in this Agreement or any other City Approval; provided, any such extension beyond five (5) years after the Expiration Date that otherwise would apply shall require City's approval in its discretion after reviewing the relevant circumstances without any -' obligation by City to grant such approval. 2.5. Extension by Agreement. The Expiration Date may be extended at any time by the mutual agreement of City and one or more members of Applicant and in accordance with the Development Agreement Procedures and the Development Agreement Law. Any extension shall only benefit the parties to the extension and the portions of the Subject Property under the control of the members of Applicant participating in the extension. Nothing in this Agreement binds City to agree to any extension. Any extension not involving all the members of Applicant who still are subject to this Agreement shall not be materially detrimental to the interests of any non - participating member of Applicant. 2.6. Effect of Expiration of Term. Except for accrued obligations of a Party, and obligations and rights stated to continue beyond termination of this Agreement, upon expiration of the Term, this Agreement and all of the rights, duties and obligations of the Parties hereunder shall terminate and be of no further force or effect. Expiration of the Term (including by termination of this Agreement) shall not affect any right vested under Laws (absent this Agreement), or other rights arising from City Approvals granted by City for development of all or any portion of the Project. ARTICLE 3 REGULATION OF DEVELOPMENT 3.1. Proiect Development; Control of Development. Applicant shall have the vested right to develop and occupy the Subject Property in accordance with the Applicable City Regulations and the terms and conditions of this Agreement (collectively, the "Vested Rights "), and City shall have the right to control development and occupancy of the Subject Property subject to and in accordance with the provisions of this Agreement. The Applicable City Regulations, City Approvals, FEIR, SPA -MND, Backbone MND and this Agreement shall control the overall design, development and construction of the Project, and all on -site and off - site improvements and appurtenances in connection therewith, in the manner specified in this Agreement. City and Applicant intend that this Agreement complies with Government Code section 65865.2. In the event of any inconsistency between the Applicable City Regulations and this Agreement, this Agreement shall control, except that if the inconsistency cannot be reconciled by application of this rule of construction, the provision which best gives effect to the purposes of this Agreement shall control. Consistent with applicable law and this Agreement, 19 H0182001/600620 -1 City 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 Applicant. 3.2. Applicable City Re2ulations. Except as specifically provided in this Agreement, the Existing City Regulations shall govern development of the Project and all Subsequent City Approvals with respect to the Project. City shall have the right, in connection with any Subsequent City Approvals, to apply Future City Regulations as Applicable City Regulations only in accordance with the following terms, conditions and standards. 3.2.1. Future City-Re2ulations. City shall have the right to apply any new or revised City Regulations that may be adopted by City or otherwise enacted, that are effective after the Adoption Date ("Future City Regulations"), only if such Future City Regulations do not conflict with this Section and are not in any manner inconsistent or in conflict with the intent, purposes, terms, standards or conditions of this Agreement. Except as provided for in this Agreement, no Future City Regulation, and no ordinance, resolution, initiative, referendum or other measure adopted or enacted that is effective after the Adoption Date, whether by action of City or otherwise, and directly or indirectly related to development or construction within the City generally or within the Specific Plan Area or the Subject Property specifically, shall apply to development or construction of the Project on all or any part of the Subject Property, or apply to construction of Improvements within the Specific Plan Area, if said Future City Regulation, ordinance, resolution, initiative, referendum or other measure is in conflict with this Agreement, or any amendment thereto, or interferes with or reduces the Vested Rights provided by this Agreement, or affects the timing of development. Without limiting the foregoing general statement, a Future City Regulation, ordinance, resolution, initiative, referendum or other measure shall be deemed to conflict with this Agreement and barred by this Section if it seeks to accomplish any of the following results, either with specific reference to the Subject Property or the Specific Plan Area or as part of a general enactment that applies to the Subject Property or the Specific Plan Area: (a) Altering the permitted uses of the Subject Property; (b) Limiting or reducing the density or intensity of development of the Project on the Subject Property; (c) Delaying or accelerating the tImmg, phasing or rate of development of the Project on the Subject Property in any manner; (d) Imposing new or different minimum standards for the types of housing developed or its price or its availability for sale or rent, such as multi-family, senior, rental or affordable housing; ( e) Altering the design, location, timing, financing or other details of the Major Public Improvements, or requiring any additional or changed on-site or off-site public improvements to be constructed or paid for by Applicant; or 20 HO] 82001/600620-] (f) Interfering with or diminishing the ability of a Party to perform its obligations under this Agreement or expanding, enlarging or accelerating Applicant's obligations under this Agreement. 3.2.2. Re2:ulation for Health and Safety. Notwithstanding any other provision of this Agreement, City shall have the right to apply Future City Regulations if such application (i) is otherwise permissible pursuant to Laws (other than the Development Agreement Law); (ii) is required to protect against a demonstrated threat to the physical health and safety of the City as a whole or to existing or future occupants or visitors of the Project, or any portion thereof or any lands immediately adjacent thereto; and (iii) is made in a manner that does not discriminate against Applicant or the Project. 3.2.3. Construction Codes. City shall have the right to apply to the Project, as a ministerial act, the Construction Codes in effect at the time of approval of any City Approval thereunder. All permits required under Construction Codes shall be issued by City after City's review and approval of Applicant's applications therefor, except that City's review of the applications shall be limited to determining whether (i) the application is complete, and (ii) the application complies with the Construction Codes then in effect, the Applicable City Regulations, the City Approvals and this Agreement. 3.3. Effect of A2:reement. This Agreement constitutes a City Approval adopted pursuant to the Applicable City Regulations. 3.4. Other Governmental Approvals. Applicant shall be responsible for complying with all Responsible Agency Regulations and Laws in connection with the development, occupancy, use and operation of, or provision of services to, the Project. Applicant shall be responsible for applying for and obtaining all approvals required from Responsible Agencies necessary for the development, occupancy, use and operation of, or provision of services to, the Project. Applicant shall undertake reasonable, diligent and good faith efforts to obtain all Responsible Agency Approvals in a timely fashion. City shall cooperate with Applicant in such endeavors upon request made for such cooperation but without cost to City. 3.5. Effect of Termination. Upon termination of this Agreement pursuant to Articles 10, 11, or 12, City shall retain any and all benefits, including money or land, previously received by City as of the date of termination under or in connection with this Agreement. No termination of this Agreement shall prevent Applicant or any other Person from completing and occupying buildings or other improvements authorized pursuant to valid building permits previously approved by City or under construction at the time of termination, but City may take any action permitted by Laws or City Regulations to prevent, stop or correct any violation of Laws or City Regulations occurring during and after construction. No termination of this Agreement shall affect any' accrued obligation of any Party under this Agreement to payor refund money to another Party. 3.6. Operatin2: Memoranda. The provlslOns of this Agreement require a close degree of cooperation between City and Applicant, and refinements and further development of the Project may demonstrate that clarifications with respect to the details of performance of City 21 HO 18200 1/600620-] and Applicant or minor revisions to the Project are appropriate. If and when, from time to time, during the term of this Agreement, City and one or more members of Applicant agree that such clarifications or minor modifications are necessary or appropriate, they may effectuate such clarifications through operating memoranda approved by City and those members of Applicant, which, after execution, shall be attached to and become a part of this Agreement. Any such operating memoranda not signed by all the members of Applicant who still are subject to this Agreement shall only apply to the signatories and the portions of the Subject Property under their control. Any such operating memoranda not signed by all the members of Applicant who still are subject to this Agreement shall not be detrimental to the interests of any non-participating member of Applicant or its portion of the Subject Prop-erty. No such operating memoranda shall constitute an amendment to this Agreement requiring public notice or hearing. The City Attorney shall be authorized to make the determination whether a requested clarification may be effectuated pursuant to this Section or whether the requested clarification is of such a character to require an amendment to this Agreement pursuant to Article 9. The Parties acknowledge that modifications which would be categorized as exempt under CEQA, or which, after an initial study made pursuant to CEQA, City determines do not require any further environmental review, or do not increase the density or intensity of use or the maximum height, bulk, size or architectural style of proposed buildings within the Subject Property, may be effectuated through operating memoranda pursuant to this Section. The City Administrator may execute any operating memoranda hereunder without City Council action. 3.7. TimiD!! of Development: Obli!!ation to Develop. Except as specified in this Agreement, no member of Applicant and no owner of the Subject Property is obligated to begin or complete development of any part or phase of the Project, or to take any other action described in this Agreement, or to follow any timetable for development. In consideration of the significant benefits to City of development of the Project, and in order to promote and encourage development of the Project in accordance with the Specific Plan, City agrees that the timing, sequencing and phasing of development of the Project shall be as described herein. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, that failure of the parties therein to 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' intent to avoid that deficiency by acknowledging and providing that Applicant shall have the right (without obligation) to develop the Subject Property as and when provided herein. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall be construed to impose an affirmative duty upon any member of Applicant to proceed with development of the Project, or any portion thereof, if such member in its sole discretion decides not to proceed with development of its portion of the Subject Property or any portion thereof. The Vested Rights shall include the right of Applicant to develop the Project and use RDO Allocations as specified in this Agreement, and the schedule and provisions for the timing to use the RDO Allocations in this Agreement shall supersede the schedule and provisions for such use in the RDO Agreement or otherwise applicable when the RDO Allocations were granted. In the event an ordinance, resolution or other measure is enacted, whether by action of City or by initiative, that imposes a moratorium that otherwise would affect development or use of the Subject Property or that would require a vote of the people as a condition to the grant of any Subsequent Approval, City agrees that such ordinance, resolution or other measure shall not apply to the Subject Property or affect the Vested Rights; provided, development of the Subject 22 HO] 82001/600620-1 Property may be subject to any moratoria enacted by City based on threats to public health or safety, including an inability to provide needed City services, provided the Subject Property and Applicant are treated in a non-discriminatory fashion as compared to other development projects (public or private). 3.8. Public Financim! Districts. Nothing in this Agreement precludes the establishment of one or more Community Facilities (Mello-Roos) Districts pursuant to California Government Code section 53311 et seq. and/or assessment districts or other financing mechanisms covering all or a portion of the Subject Property or the Specific Plan Area to construct or maintain the improvements and/or to enable the issuance of tax-exempt bonds to finance the Improvements, including without limitation Section 1 03 (b) bonds, Section 501(c)(3) bonds or other mortgage-backed revenue bonds for private purposes. City agrees to cooperate, at no cost to City, with Applicant and consider in its reasonable discretion the use of all such financing mechanisms. ARTICLE 4 APPLICANT'S VESTED RIGHTS 4.1. Applicant's Vested Rh!hts as to the Proiect. Applicant's Vested Rights regarding the Project and City's right to control the Project as described in Article 3 are subject to the following additional provisions regarding particular aspects of development and land use. 4.2. Applicant's Vested Rights to RDO Allocations. 4.2.1. Grant of RDO Allocations to Subiect Property. (a) The City Council hereby affirms the allocation of four hundred twenty seven (427) RDO Allocations made by the RDO Agreement, for use by the RDO Holders for the construction of housing in the Subject Property as described in this Article 4 and in Exhibit G. Nothing in this Agreement shall limit the ability of City to make more RDO Allocations available for additional residential development within the Subject Property or the Specific Plan Area, or to authorize residential development in the Specific Plan Area that does not require RDO Allocations. (b) The City Council approves initial distribution of the four hundred twenty seven (427) RDO Allocations among the members of the RDO Holders and by year as shown in Exhibit G and subject to adjustment as described in Exhibit G. (c) The City Councjl has considered the authorizations and restrictions found in the RDO Ordinance and the RDO Agreement and finds and determines that the provisions of this Agreement are consistent with the RDO Ordinance and the RDO Agreement in all respects. The provisions of the RDO Ordinance and the RDO Agreement shall apply to the above-mentioned RDO Allocations; provided, this Agreement shall govern in the event of any conflict. 23 HO 18200 1/600620-1 (d) Raleys, Bank and Church acknowledge that they have not been granted any RDO Allocations for their property by the RDO Agreement or this Agreement, and that they shall have to obtain, whether by grant from City or by transfer pursuant to Section 4.2.2(a) from other members of Applicant, RDO Allocations or other authorization for residential development separately if they so desire. Raleys, Bank and Church agree that they shall be bound by their obligations under this Agreement notwithstanding their lack of RDO Allocations, in light of the benefits provided by this Agreement including without limitation granting vested rights to the Approved Entitlements and the Collective Standards. Giacalone, -Christopher and D' Arpino Trust agree to be bound by their obligatiomnmder this Agreement notwithstanding that their property is not designated for residential development in the Specific Plan, in light of the benefits provided by this Agreement including without limitation granting vested rights to the Approved Entitlements and the Collective Standards, which includes designation of their property by the Specific Plan for agri-tourist commercial development. 4.2.2. Use of RDO Allocations. (a) RDO Allocations granted to the RDO Holders are not transferable, except: (i) in connection with the sale of a parcel or parcels to a Transferee who immediately assumes all of the obligations of Applicant under this Agreement as provided in Article 8; (ii) among two (2) or more of the members of Applicant by agreement and in conformance with future development approvals by City covering the involved projects, for use in the Specific Plan Area, including transfers to Raleys and Bank and transfers to Church if Church applies for other approvals necessary to build affordable or market rate housing on the Church Property; or (iii) as permitted by the Specific Plan. Any attempt by Applicant to sell, assign, pledge, transfer or otherwise divest itself of an RDO Allocation except as provided for in this Section shall be void and have no force or effect. Any RDO Allocation relinquished by a member of Applicant shall be returned to the pool described in Exhibit G and made available to other members of Applicant or to Transferees for use on the Subject Property. RDO Allocations are not transferable to Mortgagees except as specifically provided in Article 8. (b) Table G-3 in Exhibit G provides an initial distribution of RDO Allocations among the RDO Holders and their properties by year. Each RDO Holder may automatically defer or accelerate its use of RDO Allocations as specified in Exhibit G. RDO Holders may transfer RDO Allocations among portions of the Subject Property as described in Section 4.2.2(a), subject to the restrictions in Exhibit G as to the earliest that the transferred RDO Allocations may be used, and subject to the Coordinator giving City notice identifying the parties involved and the specific RDO Allocations from Table G-3 being transferred. If any RDO Holder transfers a portion of a parcel identified in Table G-3 - but not the entire parcel - to a Transferee, the notice to City required under Section 8.8 shall indicate which portion of the . parcel and which specific RDO Allocations in Table G-3 (by year) are being transferred to the Transferee. 24 HO 18200 1/600620-] 4.2.3. Applicant's Coordinator. (a) In order to ease City's burden administering use of RDO Allocations by the multiple members of Applicant, Applicant shall designate a single "Coordinator" who shall have the responsibility and authority to notify City of any changes to the distribution of RDO Allocations within the Subject Property. The method of selecting a Coordinator shall be determined by separate agreement by the members of Applicant. (b) The Coordinator may be a member of Applicant, an employee of one member of Applicant or a third party retained by Applicant. Applicant may designate a new Coordinator from time to time by written notice to City. (c) If City receives any communication from a member of Applicant that conflicts with information received from the Coordinator, City shall notify both the member and the Coordinator and City thereafter shall not be obligated to take any action on the matter until City receives confirmation or clarification from the Coordinator. 4.2.4. Second Units. Applicant anticipates building "second units" as described in California Government Code section 65852.2, as part of construction of detached single- family homes on larger lots on the Subject Property. City agrees that such second units are not subject to the RDO Ordinance, do not require RDO Allocations pursuant to Government Code section 65852.2, and will not be counted against RDO Allocations otherwise granted for use in the Specific Plan Area. 4.3. Commercial Development. The Subject Property includes approximately fifty- six (56) acres designated by the Specific Plan for development of commercial and agri-tourist commercial facilities (34 acres "Agricultural Commercial", 17 acres "Agri-Tourist Commercial", and 5 acres "Agri-Tourist Commercial Overlay"). These commercial facilities shall be developed in accordance with the Collective Standards, including without limitation the applicable provisions of this Agreement and the Specific Plan. 4.4. A2:ricultural Use. The Subject Property includes approximately fifty-nine (59) acres designated by the Specific Plan for agricultural and related uses as listed in Exhibit C and described in the Specific Plan. Existing wells on the Subject Property may continue in use and be maintained and repaired as needed, and new or replacement wells may be installed and operated within the Subject Property, subject to normal permitting procedures, as needed to support agricultural activities; except that recycled water, if available from any source, shall be used to the maximum extent commercially reasonable, recognizing the sensitivity of certain crops to water quality concerns, the economic stigma attached to using recycled water on certain crops, and other factors that may be considered by the agricultural operator (including but not limited to the restrictions on such use specified in the Recycled Water Regulations adopted by the Santa Clara Valley Water District/South County Regional Wastewater Authority). Without limiting the foregoing as to other crops, grape production is exempt from this requirement. The agricultural operators shall provide City a written explanation for why recycled water will not be used. 25 HO 18200 1/600620-1 4.5. Community Facilities. Approximately eighteen (18) acres of the Church Property is designated by the Specific Plan for "Community Facility" use. Church anticipates developing a church and school with ball fields and other related facilities. The Specific Plan permits other similar uses such as community, social and recreation centers and other institutions that provide a community service. Nothing in this Section or this Agreement shall be interpreted to preclude Church or its successors from applying for any necessary approvals, including an amendment to the Specific Plan to change the land use designation of the Church Property, in order to build affordable or market rate housing on the Church Property. 4.6. Citv Services. City shall exercise its best efforts to take into account-the infrastructure needs of the Project in connection with City master planning and infrastructure construction to service future development in the City. In the provision of City services, including without limitation water, reclaimed wastewater and sewer, and traffic infrastructure projects, Applicant and the Subject Property shall be treated in a non-discriminatory fashion as compared to other development projects (public or private) in the City. ARTICLE 5 ENTITLEMENT AND PERMIT PROCESSING 5.1. Review and Processing of City Approvals. 5.1.1. Timelv Processing bv City. Subject to Applicant's compliance with this Agreement and the procedural requirements contained in the Applicable City Regulations, City agrees to timely process and consider all applications for City Approvals reasonably necessary or desirable to accomplish the goals, objectives, policies, standards, and plans described in the Collective Standards and to develop and occupy the Project and build the Major Public Improvements. City shall review, process and consider all applications, plans and other submission by Applicant in a reasonable time, similar to the timing followed for other submissions received by City, including without limitation reviewing and responding to initial application submissions for completeness, processing and checking permits, maps, plans, building plans and specifications, following required environmental review procedures, and scheduling and holding public hearings and other required meetings or events. City shall act reasonably and in good faith and use its best efforts with respect to the timely processing of all City Approvals, and cooperate with Applicant to carry out the efficient and timely development of the Project in accordance with this Agreement. . 5.1.2. Environmental Review. With respect to further CEQA review and environmental mitigation, the following shall apply: (a) the FEIR, SPA-MND and Backbone MND were prepared following the completion of numerous studies and the FEIR, SP A-MND and Backbone MND are intended to be used in connection with City Approvals for the Project; (b) consistent with CEQA policies and requirements applicable to the FEIR, SPA-MND and Backbone MND, City shall use the FEIR, SP A-MND and Backbone MND for City Approvals; (c) project-level CEQA analysis may be required, which may require preparation of project-level HOI82001/600620-1 26 negative declarations, mitigated negative declarations, or EIRs ; and (d) the exemption described in Government Code section 65457 shall be applied where applicable. 5.1.3. Consultant Assistance. City agrees to retain consultants to expedite engineering review of Applicant's technical plans if Applicant agrees at the time to pay for such consultants. City also agrees to retain consultants to expedite review of building plans and inspection of construction if Applicant agrees at the time to pay for such consultants. Applicant acknowledges that City's agreement to retain consultants at Applicant's cost applies to work customarily performed by City's Building Department and Engineering Department but not to work customarily performed by City's Planning Department, with the exception of environmental consultants. 5.2. Further Consistent Discretionary Actions. Nothing in this Agreement shall be construed to limit City's right to withhold Subsequent Approvals for failure to conform to the Collective Standards or other requirements imposed by any Law or by City's exercise of its authority as recognized under this Agreement, or to limit the authority or obligation of City to hold legally required public hearings, or to limit the discretion of City or any of its officers or officials in complying with any Law and City's adopted rules, regulations and policies that require City officers and officials to exercise discretion; provided, any such discretionary action exercised after the Adoption Date shall be consistent with the terms of this Agreement and the Specific Plan, and shall not prevent or hinder development or use of the Subject Property as contemplated by the Specific Plan and this Agreement. 5.3. Term of Tentative Subdivision Maps and Other Approvals. Pursuant to California Government Code sections 65863.9 and 66452.6(a), City and Applicant agree that the term and expiration date of any City Approval, including but not limited to any tentative subdivision map or other City permit or approval approved for any development on the Subject Property, shall coincide with the later of (a) the Expiration Date as it may be extended or (b) the term for such approval that otherwise would govern under applicable law, including any extensions permitted under applicable law. The provisions of the Subdivision Map Act regarding the term of tentative maps and procedures for requesting extensions and regarding the timely filing of final maps and subsequent efforts shall apply to subsection (b). In the event of a conflict between the Subdivision Map Act and the Gilroy Subdivision Ordinance or any other City Regulation in a situation where preemption rules would apply to prevent City from contravening the Subdivision Map Act, the provisions of the Subdivision Map Act shall govern and nothing in this Agreement shall be interpreted as Applicant agreeing to be bound by the conflicting City Regulation. 5.4. Survival of Vesting Map Rights. If any tentative map heretofore or hereafter approved in connection with development of the Subject Property is a vesting map under the Subdivision Map Act, and if this Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to Applicant for development of the Project, then and to that extent all rights and protections afforded any member of Applicant under the laws and ordinances applicable to vesting maps shall survive. 27 HO] 8200 ]/600620-] 5.5. Applicant's Ri2:ht to Rebuild. City agrees that Applicant may renovate or rebuild portions of the Project at any time within the Term of this Agreement should it become necessary due to natural disaster or changes in seismic requirements. Such renovation or reconstruction shall be processed as a Subsequent Approval. Any such renovation or reconstruction shall be subject to all design, density and other limitations and requirements imposed by this Agreement, and shall comply with the City Approvals, the Applicable City Regulations, and the requirements of CEQA. ARTICLE 6 APPLICANT'S OBLIGATIONS 6.1. Applicant's Obli2:ations for Conditions of Approval. The rights vested in each member of Applicant and the Subject Property under this Agreement are subject to the obligation to fully perform in a timely manner all of the conditions of approval and environmental mitigation measures imposed upon that member or its portion of the Subject Property in or under the Collective Standards unless deferred, modified or waived in the discretion of City. 6.2. Applicant's Obli2:ations for Infrastructure. 6.2.1. Maior Public Improvements. The rights vested in each member of Applicant and the Subject Property under this Agreement are subject to and contingent upon the obligations of Applicant to fully construct all of the public roads, structures, facilities or improvements as and when needed to support the Project as required by the Collective Standards, unless deferred, modified or waived in the sole and absolute discretion of the City or by the terms of this Agreement. Exhibit F contains a summary of the major on- and off-site infrastructure needed for the Project (the "Major Public Improvements") and the timing for when each item will be completed. Exhibit F-2 presents diagrams depicting each component of the Major Public Improvements. Construction of the Major Public Improvements shall be funded and implemented as described in more detail in Chapter 9 of the Specific Plan. Applicant shall construct and install the Major Public Improvements as and when specified in Exhibit F and this Agreement. 6.2.2. Proiect-Specific Infrastructure. The tImIng for construction of infrastructure within the Subject Property is not governed by this Section or dictated by this Agreement, to the extent such infrastructure is not identified as a Major Public Improvement and is not required to support development of any other part of the Specific Plan Area; provided, Applicant acknowledges that all such internal "in-tract" infrastructure shall be built by individual members of Applicant as and when needed to support development of portions of the Subject Property. Specific timing conditions will be approved as conditions of individual subdivision maps or other entitlements for the Project. 6.2.3. Applicable Standards. All Major Public Improvements and other Improvements shall be designed, installed and constructed in accordance with the City standards, codes, policies and regulations applicable at the time of construction, including the Improvement 28 HO 18200 1/600620-] Standards. Unless otherwise required by a Responsible Agency, which requirement becomes part of the City Approvals, City shall impose no requirements in addition to, or more stringent than, the strictest among standards specified by (a) the City standards, codes, policies and regulations applicable at the time of construction, or (b) the standards of any Responsible Agency applicable to the construction at issue. 6.2.4. Protection of Residents From Construction Traffic. To the extent feasible, Applicant shall develop the Project and build the Major Public Improvements and other infrastructure in such a manner and sequence that construction traffic will not travel through already developed portions of the Specific Plan Area, in order to reduce concerns and minimize complaints related to dust, noise and traffic. 6.2.5. Partial Completion of Infrastructure. City agrees that when portions of the Subject Property are adequately served by infrastructure so that construction and occupancy of the Project can be allowed, City will allow such construction and occupancy even if infrastructure serving other portions of the Subject Property has not yet been completed. 6.2.6. Model Homes. City agrees that to the extent allowed by Applicable City Regulations, Responsible Agency Regulations and Laws, Model Homes may be built and used for non-residential occupancy prior to the time construction and use of dwelling units otherwise might be allowed under this Agreement, and prior to the time that all Improvements serving the location of the Model Homes may be built and operating. Model Homes shall not be counted toward the number of building permits issued to Applicant for purposes of requiring construction of Major Public Improvements as specified in Exhibit F. Notwithstanding the foregoing, no Model Home shall be used as a residence until all Improvements required to serve residential occupancy at that location are built and operating and all permits and approvals for such residential occupancy have been granted. Applicant agrees to record a deed restriction on each Model Home prohibiting its residential use until removed by a quitclaim from City, which City agrees to provide when the conditions specified in this Section for residential use have been satisfied. Model Homes shall be treated as a dwelling unit for purposes of counting usage of RDO Allocations. 6.3. Maintenance Obli2.ations. 6.3.1. Applicant's Maintenance Obli2.ations. Except as this Section may allocate to City, Applicant shall maintain all private rights-of-way within the Subject Property and Improvements constructed within or along such rights-of-way, including without limitation street improvements, landscaping, sidewalks, trails and paths, street lights, street furniture, signage, private storm drainage facilities and private sanitary sewers. Applicant also shall maintain landscaping, sidewalks, trails and paths, streetlights, street furniture, and private storm drainage facilities adjacent to public rights-of-way (outside curbs) and median island landscaping (but not the actual median islands) within public rights-of-way (inside curbs). Applicant may use a landscape and lighting maintenance district or similar mechanism to finance and implement these maintenance obligations, and City agrees to cooperate as necessary to establish and operate such district or other mechanism. Division of maintenance responsibilities between Applicant 29 HO] 8200 ] /600620-1 and City shall be more specifically identified as each tentative subdivision map is approved by City, consistent with this Section 6.3. 6.3.2. City's Maintenance Obli2ations. City shall maintain all streets and utility improvements constructed or installed by Applicant within public rights-of-way (within and including curbs), but not including joint trench utilities such as electric, telephone and cable lines. City shall maintain all potable water and recycled water mains (except to the extent that such recycled water mains are maintained by another public agency, such as the Santa Clara Valley Water District) within both public and private rights-of-way, up to and including water meters, blow-offs, valves and fire hydrants. City acknowledges and agrees that other streets in the Specific Plan Area in addition to Third Street may be public and subject to City's maintenance obligations. City also agrees that some public street segments will be built to rural standards with flush curbs, and that conventional curbs will be used on public streets in the North Residential Cluster's hillside area and within residential subdivisions. 6.4. Qualification of Obli2ations of Ralevs and Bank. 6.4.1. No Joint Liability. In recognition that Raleys and Bank as of the Effective Date do not have rights to any RDO Allocations and so cannot be assured that they will be able to develop the Bank/Raleys Property during the Term of this Agreement, Raleys and Bank shall not be jointly liable as a member of Applicant for Applicant's obligations under this Agreement, if any, to construct or finance construction of the Major Public Improvements or to pay any ofthe Public Benefit Fee under Section 7.7. 6.4.2. Reimbursement Obli2ations. In the event that Raleys and Bank develop their property, whether during the Term of this Agreement or afterwards, they shall reimburse the other members of Applicant for their prorated share of the cost to construct and install the Major Public Improvements and their prorated share of the Public Benefit Fee. The prorated share of costs shall be determined by application of an "Equivalent Unit Cost Share" formula spreading costs on a fair share basis among all residential and non-residential development in the Subject Property and the Outparcels, as agreed to by the members of Applicant under a separate agreement which also shall specify the timing of such reimbursement. ARTICLE 7 CITY FEES AND EXACTIONS; APPLICANT CREDITS AND REIMBURSEMENTS 7.1. Existin2 City Fees. Except as specifically authorized in this Article 7, other than the. Existing City Fees as specified in Exhibit I, no other City Development Fees, City Processing Fees, Utility Rates or Fees, or other taxes or special assessments within City's control shall be imposed by City on Applicant, the Subject Property, development or use of the Subject Property, or construction of the Improvements. 7.2. Future Fees. The provisions of Section 7.1 shall not preclude City from (a) adopting legally permitted increases in Existing City Fees, or (b) changing the categories of City 30 HO] 82001/600620-1 Development Fees, City Processing Fees, and Utility Rates or Fees, provided that only categories of such fees included in the Existing City Fees shall be applied to Applicant, the Subject Property, development or use of the Subject Property, or construction of the Improvements, and no new categories of fees shall be so applied, and provided further that in entering into this Agreement the members of Applicant do not waive any rights with respect to challenging proposed increases in Existing City Fees (but not the validity of the underlying fees). 7.3. Limit on City's Ability to Impose or Increase Exactions. No fee, tax or other monetary exaction shall be imposed or increased as authorized under this Article unless it is uniformly imposed on all similar types of development projects or properties on a citywide basis and unless it is applied prospectively only. Notwithstanding any other provision in this Agreement, and not to be interpreted as a limitation on Section 7.2, no fee, tax, dedication or other exaction shall be imposed on development or use of the Subject Property or on construction of the Improvements, whether applied citywide or just to the Subject Property, related to the following topics: (a) Affordable housing; (b) Mitigation for loss of agricultural land; (c) Recreation or open space, other than City's eXIstmg Public Facilities Fee which includes recreation and open space funding; or (d) Fees related to mitigation for loss of habitat or biological resources (to the extent this restriction is allowed by law), except for fees for implementation ofthe HCP. 7.4. Applicant Payment of Fees: City Credits and Reimbursements. 7.4.1. Payment of Fees. Subject to those fee credits or reimbursements from City authorized by Section 7.4.2 and described in Exhibit H, Applicant agrees to pay all Existing City Fees that are specified in Exhibit I, including those that otherwise might qualify for credits to offset Applicant's cost to provide certain Major Public Improvements such as the Linear Park and the Preserve. 7.4.2. City Credits and Reimbursements for Oversizin2. Applicant shall qualify for fee credits to the extent Applicant's own fee payments allow, and thereafter reimbursement from City, for Applicant's added cost to enlarge any of the Improvements beyond the minimum size needed to serve development of the Subject Property if such larger size is included in City's capital improvement program and factored into fees charged by City on other development that will take advantage of the oversized capacity. All such entitlement for reimbursement, the amount of reimbursement, and the mechanism for such reimbursement shall be in accordance with City's normal practice and procedures at the time. 7.5. Reimbursement By Other Development. Subject to the proVISIOns of this Section, Applicant shall be entitled to reimbursement from third party property owners or 31 HO 18200 1/600620-] developers benefiting from certain public improvements. In the case of public road or other improvements which abut property owned by third persons and other public improvements which benefit property owned by third persons, Applicant shall be entitled to receive a reimbursement from the benefited property's owner for the pro rata cost of the improvements which exceeds Applicant's obligation thereof. All such entitlement for reimbursement, the amount of reimbursement, and the mechanism for such reimbursement shall be in accordance with City's normal practice and procedures at the time. 7.6. Habitat Conservation Plan Preparation Fee. 7.6.1. HCP Advance Contribution. Santa Clara County is preparing an HCP which City intends to join. In order to facilitate City's participation in the HCP, Applicant has already advanced Fifty Three Thousand Dollars ($53,000.00) to City to fund City's estimated initial costs (the "HCP Advance"). 7.6.2. HCP Advance Credit and Refund. City shall reimburse the HCP Advance as follows: (a) Each member of Applicant shall receive a credit against building permit fees, at first in an amount reasonably determined by City to reflect the contemplated new HCP formation fee that will be levied on other building permits and then in the actual amount of such fee once it is adopted. (b) After all HCP formation costs have been expended by City, if the members of Applicant in aggregate have not yet received credit for the full amount of the HCP Advance, then City shall refund the remaining balance to the Coordinator for distribution to the members of Applicant with interestto be determined by City. 7.6.3. No Other HCP Payment. Notwithstanding any other provision in this Agreement, City agrees that the members of Applicant shall not be required to pay any fee, tax, assessment or other levy imposed by or through the authority of City for the preparation of the HCP. 7.6.4. No City Obli2.ation. Applicant acknowledges that the HCP Advance did not obligate City to approve this Agreement and does not obligate City to grant any future discretionary approval for development in the Subject Property. 7.7. Public Benefit Fee. Applicant agrees to pay City Two Million Dollars ($2,000,000) (the "Public Benefit Fee") in addition to all other fees, taxes and assessment that otherwise may be due under this Agreement and the Applicable City Regulations, which City may use as it sees fit in its sole discretion. This sum shall be paid in three (3) installments as follows, subject to Applicant's right in its sole discretion to accelerate payment of some or all of such installments. The first payment of Fifty Thousand Dollars ($50,000) shall be due as a condition to City executing this Agreement on or after the Effective Date. The second payment of Two Hundred Fifty Thousand Dollars ($250,000) shall be due after City approval of the first residential final subdivision map in the West Residential Cluster or the East Residential Cluster 32 HO 18200 1/600620-] (but not including the Outparcels) as a condition to its recordation. The third payment of One Million Seven Hundred Thousand Dollars ($1,700,000) shall be due after City approval of the first final residential subdivision map in whichever of the East or West Residential Cluster did not produce the second payment, as a condition to its recordation, with the third payment subject to annual upwards adjustment (no downward adjustment shall be made) in accordance with any increase in the Construction Cost Index as published in the Engineering News Record, or successor publication, with the first adjustment occurring one (1) year after recordation of this Agreement. Payment of the Public Benefit Fee shall only be the obligation of the RDO Holders, subject to possible reimbursement by the other members of Applicant pursuant to their separate agreement. ARTICLE 8 TRANSFERS AND ASSIGNMENTS; MORTGAGEES 8.1. Right to Transfer. Any member of Applicant, and any subsequent Transferee, shall have the right to Transfer any right or interest under this Agreement in accordance with the provisions of this Article, but only as an incident to a transfer of real property owned by the member including as part of a lease. 8.2. Conditions on Right to Transfer. Except as otherwise provided in this Article, any member of Applicant or subsequent Transferee shall have the right to effect a Transfer, subject to and upon fulfillment of the following terms and conditions: 8.2.1. No Event of Default. No Event of Default by the Transferor shall be outstanding and uncured as of the effective date of the proposed Transfer, unless City has received adequate assurances reasonably satisfactory to City that such Event of Default shall be cured in a timely manner either by the Transferor or the Transferee under the Transfer. Until such time, the Transferor shall remain liable for its obligations under this Agreement notwithstanding conveyance to the Transferee of the underlying portion of the Subject Property. 8.2.2. Assumption Agreement. The Transferor or the proposed Transferee has delivered to City an executed arid acknowledged assumption agreement in recordable form, reasonably acceptable to City. The assumption agreement shall be deemed to be acceptable to City if substantially in the form of Exhibit D. (a) Such assumption agreement shall include provisions regarding (i) the portion or portions or interest in the Transferor's portion of the Subject Property proposed to be Transferred and the concomitant rights of the Transferor necessary to ensure that the proposed Transferee will have the ability to perform all the obligations of the Transferor that the proposed Transferee is to assume, (ii) the obligations of the Transferor under this Agreement that the proposed Transferee will assume, and (iii) the proposed Transferee's acknowledgment that such Transferee has reviewed and agrees to be bound by this Agreement and all Applicable City Regulations and City Approvals. 33 HO 18200 1/600620-1 (b) The assumption agreement shall also include the name, form of entity, and address of the proposed Transferee, and shall provide that the Transferee assumes certain obligations of the Transferor to be assumed by the Transferee in connection with the proposed Transfer. 8.2.3. Processing of Transfer Documents. The assumption agreement shall be recorded in the Official Records of the County of Santa Clara concurrently with consummation of the Transfer and recordation of the deed, and copies thereof, certified by the County Recorder as a duplicate copy of the approved assumption agreement and of the deed showing recording information, shall be delivered to City within three (3) days after consummation of the Transfer.- 8.3. Transfer to Affiliate. Any member of Applicant shall have the right to Transfer any right or interest under this Agreement to an Affiliate, but only as an incident to a transfer of real property owned by the member including as part of a lease, as to which Transfer the conditions specified in Section 8.2.1 shall not apply. Such Affiliate shall become a Transferee upon (i) the acquisition by such Affiliate of the interest Transferred, and (ii) delivery to City of an assumption agreement pursuant to Section 8.2.2 above assuming, from and after the date such Affiliate so acquires its interest, all of the rights, duties and obligations pertaining to such interest under this Agreement. 8.4. Mortgagee and Foreclosure Purchaser as Transferee. No Mortgage (including the execution and delivery thereof to the Mortgagee) or taking of possession by a Mortgagee or acquisition by a Foreclosure Purchaser shall constitute a Transfer. A Mortgagee or a Foreclosure Purchaser shall be a Transferee when such Mortgagee or Foreclosure Purchaser has complied with the provisions of Section 8.2.2 above. 8.5. Effect of Transfer. The Transferee shall become a Party to this Agreement only with respect to the interest Transferred to it under the Transfer to the extent set forth in the assumption agreement delivered under Section 8.2.2. Each Transferee, to the extent set forth in such assumption agreement, shall observe and fully perform all of the duties and obligations of the Transferor contained in this Agreement, but only with respect to the relevant portion of the Subject Property covered by such Transfer. Upon recordation of the assignment agreement and delivery to City of the recorded agreement pursuant to Section 8.2.2 together with a copy of the recorded deed or other document evidencing completion of the Transfer, the Transferee shall be entitled to exercise any rights under this Agreement or any of the Approved Entitlements as a member of Applicant and shall be deemed a member of Applicant for all purposes under this Agreement except where this Agreement may otherwise specify (e.g., in Section 8.7 regarding rights to future reimbursements), and the Transferor shall be released from any obligation to perform the terms and conditions of this Agreement as to the portion of the Subject Property subject to the Transfer. 8.6. Right of Transferor to Cure. In the event of a partial Transfer as described in Section 8.8, or a Transfer that does not relieve the Transferor of liability under this Agreement, City will not declare an Event of Default hereunder against the Transferee, without giving the Transferor notice of such Event of Default concurrently with the transmittal of notice to such Transferee, and giving the Transferor a reasonable opportunity to cure the relevant default. 34 HO 18200] /600620- ] 8.7. Rights to Credits and Reimbursements. Subject to Section 8.12, to the extent reimbursements or fee credits from City or any third party are available pursuant to Article 7 or Exhibit H and attributable to the portion of the Subject Property that is the subject of the Transfer, City shall provide all such reimbursements and credits to the member of Applicant who earned such reimbursements or credits unless that member of Applicant and the Transferee specifically direct City, in writing, to distribute such reimbursements, or apply such credits, otherwise. 8.8. Partial Transfer. If a Transfer involves an interestin less than the whole of a parcel to which RDO Allocations have been assigned in Exhibit G, the Transferor and Transferee shall notify City which of the RDO Allocations assigned to the parcel by Table G-3 (as to number of units and years of availability) are transferred to the Transferee. Regardless of receipt or non-receipt of such notice, City may distribute the RDO Allocations assigned to that parcel between the transferred and retained portions of the parcels in a manner consistent with the details regarding location and timing of planned housing development as specified or implied in the Collective Standards, with no liability to either the Transferee or the Transferor; provided, City shall honor the distribution specified in such notice so long as it is not inconsistent with the Collective Standards. 8.9. Mortgagee Protection. This Agreement shall be superior and senior to the lien of any Mortgage encumbering any interest in the Subject Property. Notwithstanding the foregoing, no Event of Default shall defeat, render invalid, diminish or impair the lien of any Mortgage made for value, but, subject to the provisions of Section 8.10, all of the terms and conditions contained in this Agreement shall be binding upon and effective against any Person (including any Mortgagee) who acquires title to the Subject Property, or any portion thereof or interest therein or improvement thereon, by foreclosure, trustee's sale, deed in lieu of foreclosure, or termination of the Mortgage. 8.10. Mortgagee Not Obligated: Mortgagee as Transferee. No Mortgagee shall have any obligation or duty under this Agreement, except that nothing contained in this Agreement shall be deemed to permit or authorize any Mortgagee or Foreclosure Purchaser to undertake any new construction or improvement project, or to otherwise have the benefit of any rights of Applicant, or to enforce any obligation of City under this Agreement, unless and until such Mortgagee or Foreclosure Purchaser has become a Transferee in the manner specified in this Article 8. 8.11. Notice of Default to Mortgagee: Right of Mortgagee to Cure. If City receives notice from a Mortgagee requesting a copy of any notice of an Event of Default given a member of Applicant hereunder and specifying the address for service thereof, then City shall deliver to such Mortgagee, concurrently with service thereon to the member of Applicant, any notice given with respect to any claim by City that the member of Applicant has committed an Event of Default. If City makes a determination of noncompliance under Article 10, City shall likewise serve notice of such noncompliance on such Mortgagee concurrently with service thereof on the member of Applicant. Such Mortgagee shall have the right (but not the obligation) to cure or remedy, or to commence to cure or remedy, the Event of Default claimed or the areas of 35 HO 18200 1/600620-1 noncompliance set forth in City's notice within the applicable time periods for cure specified in this Agreement. If, however, the Event of Default or such noncompliance is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession of the portion of the Subject Property, if such Mortgagee shall elect to cure such Event of Default, such Mortgagee shall seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall thereafter remedy or cure the Event of Default or noncompliance as soon as reasonably possible after obtaining possession. So long as such Mortgagee is pursuing cure of the Event of Default or noncompliance in conformance with the requirements of this Section and/or diligently pursuing an action to obtain possession of the Subject Property by receiver or otherwise, City shall not exercise any right or remedy under this Agreement on account of such Event of Default or noncompliance. 8.12. Rights of Mortgagees to Credits and Reimbursements. Notwitnstanding the provisions of Section 8.7, in the event any Mortgagee or Foreclosure Purchaser comes into possession of any portion of the Subject Property pursuant to foreclosure of a Mortgage or by a deed in lieu of such foreclosure or at a foreclosure sale, upon the Mortgagee or Foreclosure Purchaser giving City notice of such action together with evidence satisfactory to the City Attorney that the Mortgagee or Foreclosure Purchaser has legal title to the portion of the Subject Property, all reimbursements or fee credits attributed to the portion of the Subject Property involved will be provided to the Mortgagee or Foreclosure Purchaser and then to any Transferee taking title from the Mortgagee or Foreclosure Purchaser. Applicant agrees that in such a situation the member of Applicant that otherwise might have a claim to the reimbursements or fee credits shall not have any right to such reimbursements or fee credits and shall waive any right to pursue any cause of action against City related to such reimbursements or fee credits. ARTICLE 9 AMENDMENT OF DEVELOPMENT AGREEMENT 9.1. Amendment of Agreement bv Applicant and City. (a) Except as specifically provided for in this Agreement, this Agreement may be terminated, modified or amended only by mutual consent of the Parties pursuant to this Article. Notwithstanding that this Agreement is a legislative act of City, the provisions of this Article and this Agreement prescribe the sole and only means by which this Agreement may be terminated, modified or amended, and neither this Agreement nor any term, covenant, condition or provision contained herein shall be subject to initiative after the Effective Date. (b) Subject to the provisions of this Agreement, this Agreement may be amended by mutual consent of City and members of Applicant and Transferees in writing in accordance with the Development Agreement Law and the Development Agreement Procedures. (c) Any amendment of this Agreement shall require the signature of each owner at the time of the amendment of any portion of the Subject Property to the extent the 36 HO 18200 1/600620-1 amendment modifies the Agreement as to that owner's property or materially adversely modifies the rights or obligations of that owner under this Agreement. 9.2. No Amendments to Agreement for Minor Deviations to Standards. Minor deviations to the Collective Standards or the Existing City Regulations applicable to the Subject Property and allowed under this Agreement, which deviations may be approved by City staff under the provisions of the Collective Standards or the Existing City Regulations, shall not require amendment to this Agreement. ARTICLE 10 ANNUAL REVIEW OF COMPLIANCE; CERTIFICATES 10.1. Annual Review. City and Applicant shall annually during the term of this Agreement, review this Agreement and all actions taken pursuant to the terms of this Agreement with respect to the Project, in accordance with Section 65865.1 of the Development Agreement Law, Section 6 of the Development Agreement Procedures, and this Article. 10.2. Procedure to Initiate Review. City shall deliver a notice of review to Applicant. Along with the notice, City shall deliver to Applicant any staff report or other materials then available related to Applicant's compliance with this Agreement. Promptly after receiving City's notice, Applicant shall submit a report to the City Administrator describing Applicant's good faith substantial compliance with the terms of this Agreement during the preceding year, which shall include a statement that the report is submitted to City pursuant to the requirements of Section 65865.1 of the Development Agreement Law and Section 6 of the Development Agreement Procedures. 10.3. City Administrator's Proceeding. Within thirty (30) days after Applicant submits its report hereunder, the City Administrator shall review Applicant's submission to ascertain whether Applicant has demonstrated good faith substantial compliance with the terms of this Agreement. If the City Administrator finds and determines that Applicant has in good faith substantially complied with the terms of this Agreement or does not determine otherwise within thirty (30) days after delivery of Applicant's report under Section 10.2, the annual review shall be deemed concluded and Applicant shall be deemed found in good faith substantial compliance. If the City Administrator initially determines that such report is inadequate in any respect, he or she shall provide written notice to that effect to Applicant, and Applicant may supply such additional information or evidence as may be necessary to demonstrate good faith substantial compliance with the terms of this Agreement. If the City Administrator concludes that Applicant has not demonstrated good faith substantial compliance with the terms of this Agreement, he or she shall so notify Applicant prior to expiration of the thirty- (30-) day period herein specified and prepare a staff report to the City Council with respect to the City Administrator's conclusions and the contentions of Applicant with respect thereto. The City Administrator's staff report and any supplemental materials delivered to the City Council shall simultaneously be delivered to Applicant. 37 HOI8200]/600620-1 10.4. City Council Hearin2.. After submission of the City Administrator's staff report, the City Council shall conduct a noticed public hearing to determine Applicant's good faith substantial compliance with the terms of this Agreement. At least five (5) business days prior to such hearing, the City Administrator shall provide to the City Council, Applicant and all other interested Persons requesting the same, copies of all staff reports and other information concerning Applicant's good faith, substantial compliance with the terms of this Agreement and the conclusions and recommendations of the City Administrator. At such hearing, Applicant and any other interested Person shall be entitled to submit evidence, orally or in writing, and address all the issues raised in the staff report on, or with respect or germane to the issue of, Applicant's good faith substantial compliance with this Agreement. If,-after receipt of any written or oral response of Applicant, and after considering all of the evidence at such public hearing, the City Council finds and determines, on the basis of substantial evidence, that Applicant has not substantially complied in good faith with the terms and conditions of this Agreement, then the City Council shall specify to Applicant the respects in which Applicant has failed to comply, and, shall also specify a reasonable time for Applicant to meet the terms of compliance, which time shall not be less than thirty (30) days and shall be reasonably related to the time necessary adequately to bring Applicant's performance into good faith substantial compliance with the terms of this Agreement. If the areas of noncompliance specified by the City Council are not corrected within the reasonable time limits prescribed by the City Council hereunder, then the City Council may by subsequent action extend the time for compliance for such period as the City Council may determine (with conditions, if deemed appropriate), terminate or modify this Agreement, or take such other actions as may be specified in the Development Agreement Law and the Development Agreement Procedures. Any notice to Applicant of ~ determination of noncompliance hereunder, or of a failure by Applicant to perfect the areas of noncompliance hereunder, shall specify in reasonable detail the grounds therefor, and a summary of the facts demonstrating such noncompliance or failure, so that Applicant may address the issues raised in the notice of noncompliance or failure on a point-by-point basis in any hearing held by the City Council hereunder. The effect of any termination under this Section shall be governed by Sections 3.5 and 12.9. 10.5. Certificate of Compliance. If the City Administrator (or the City Council, if applicable) finds good faith substantial compliance by Applicant with the terms of this Agreement, the City Administrator shall upon written request by Applicant issue a certificate of compliance within ten (10) days thereafter, certifying Applicant's good faith compliance with the terms of this Agreement through the period of the applicable annual review. Such certificate of compliance shall be in recordable form and shall contain such information as may be necessary in order to impart constructive record notice of the finding of good faith compliance hereunder, together with such other information as Applicant may reasonably request. Each member of Applicant shall have the right to record the certificate of compliance in the Official Records of the County of Santa Clara against title to its portion of the Subject Property. A finding by City of good faith compliance by Applicant with the terms of the Agreement shall conclusively determine said issue up to and including the date of said review. Failure by City to conduct or complete its review under this Article in any given year or within the prescribed periods shall be deemed a finding by City of good faith substantial compliance by Applicant. Applicant shall be entitled to rely on City's certificate of compliance or on Applicant's deemed compliance. HO 18200 1/600620-1 38 10.6. Estoppel Certificate. In addition to the annual review certificate described in Section 11.5, Applicant or City may at any time and from time to time, deliver written notice to the other Party requesting such other Party to certify in writing as follows: (1) this Agreement is in full force and effect and a binding obligation of the Parties; (2) this Agreement has not been amended or modified either orally or in writing, or if amended or modified then identifying the changes; and (3) to the knowledge of such other Party, no Party has committed an Event of Default under this Agreement, or if an Event of Default has to such other Party's knowledge occurred then describing the nature of any such Event of Default. The City Administrator shall be authorized to execute the certificate described in this Section. A Party receiving a request hereunder shall be obligated to determine compliance and either deliver a certificate or deliver an explanation of alleged noncompliance within twenty (20) days after receiving the request. Each Party acknowledges that a certificate hereunder may be relied upon by Transferees and Mortgagees. No Party shall, however, be liable to the requesting Party, or a third Person requesting or receiving a certificate hereunder, on account of any information therein contained, notwithstanding the omission for any reason to disclose correct and/or relevant information. If the Party receiving such request fails to timely respond within the prescribed period, the nonresponding Party shall be deemed to have certified that the statements in clauses (1) through (3) of this Section are true, and any Person may rely on such deemed certification. ARTICLE 11 PERMITTED DELAYS; SUPERSEDURE BY SUBSEQUENT LAWS 11.1. Permitted Delavs. Performance by a Party of its obligations under this Agreement shall be excused during, and extended for a period of time equal to, any period of Force Majeure delay plus a reasonable period of time thereafter to account for added time needed to reactivate performance activities. 11.2. Supersedure bv Subsequent Laws. 11.2.1. Effect of Conflicting Law. If any Law made or enacted after the Effective Date prevents or precludes compliance with one or more provisions of this Agreement, or any provision or condition of approval contained in any other City Approval, or requires changes in any of the plans, maps or permits encompassed within the City Approvals, then upon request of either Party after enactment of any such new Law, the Parties shall meet and confer in good faith in a reasonable attempt to modify or suspend this Agreement to comply with such Law. Any such modification or suspension of this Agreement shall be effective only if approved by the City Council. If such modification or suspension is deemed infeasible in Applicant's reasonable business judgment, then Applicant may elect either (i) to terminate this Agreement by written notice to City, or (ii) to contest such Law pursuant to Section 11.2.2 below. The effect of any termination pursuant to clause (i) above shall be governed by Section 3.5, 11.2.2. Contest of New Law. Any Party shall have the right to contest the Law preventing compliance with the terms of this Agreement, any City Approval, or any plans, maps or permits thereunder and, in the event such challenge is successful, this Agreement shall remain 39 HO]8200]/600620-1 unmodified and in full force and effect. The Parties shall cooperate with respect to any such challenge; provided, no member of Applicant or its Developer Agent may pursue any such challenge to the extent that its success would be materially detrimental to the interests of another member of Applicant under this Agreement. ARTICLE 12 EVENTS OF DEFAULT; REMEDIES; ATTORNEYS' FEES 12.1. Events of Default. Subject to the provisions of Articles 10 and 11, any failure by a Party to perform any material term or provision of this Agreement shall constitute an Event of Default (i) if such defaulting Party does not cure such failure within sixty (60) days following notice of default from the other Party, where such failure is of a nature that it can be cured within such sixty-(60-)day period, or (ii) if such failure is not of a nature which can be cured within such sixty-( 60- )day period, the defaulting Party does not within such sixty-( 60- )day period commence substantial efforts to cure such failure, or thereafter does not within a reasonable time prosecute to completion with diligence and continuity the curing of such failure. Any notice of an Event of Default given hereunder shall specify in reasonable detail the nature of the failures in performance which the noticing Party claims constitute the Event of Default and the manner in which such Event of Default may be satisfactorily cured in accordance with the terms and conditions of this Agreement. Proceedings under Article 10 or 11 shall be governed exclusively by the provisions of those Articles and not by the provisions of this Article. During any such sixty-( 60- )day or longer cure period, the Party charged shall not be considered in default for purposes of termination of this Agreement or the institution oflegal proceedings. 12.2. Remedies. 12.2.1. Proceedin2.s Before Termination bv City. (a) After notice and expiration of the applicable cure period under Section 12.1, if such Event of Default has not been cured or is not being diligently cured, the party alleging the Event of Default may institute proceedings as described in Section 12.2.2; provided, without first following the procedures described in the remainder of this Section 12.2.1, City may not terminate this Agreement or seek a declaratory judgment determining that it is entitled to terminate this Agreement. (b) City shall give Applicant notice of its intent to terminate this Agreement, and the City Council shall conduct a public hearing at least thirty (30) days after such notice at which Applicant shall be entitled to present evidence regarding the alleged Event of Default and City's right to terminate this Agreement. ( c) Following consideration of the evidence presented in said hearing, if the City Council determines to terminate this Agreement, it shall give written notice of termination of this Agreement to Applicant; provided, if the Event of Default involves only some of the members of Applicant or only some of the Subject Property, City may only give such 40 HO] 8200] /600620-1 notice with respect to the portion of the Subject Property in which the member(s) of Applicant in default owns an interest, and this Agreement shall remain in force as to the remaining members of Applicant and the remaining portions of the Subject Property. 12.2.2. Specific Performance or Other Remedies. (a) Except as otherwise specifically provided in this Section 12.2, upon the occurrence of an Event of Default which is not timely cured, any Party shall have the right, in addition to all other rights and remedies available under this Agreement, to (i) bring any proceeding in the nature of specific performance, injrlnctive relief or mandamus, and/or (ii) bring any action at law or in equity as may be permitted by Laws or this Agreement, including without limitation to obtain a declaratory judgment determining that it is entitled to terminate its obligations under this Agreement. (b) Notwithstanding the foregoing, no Party shall have the right to any monetary damages (whether direct, consequential or otherwise) on account of any Event of Default of a Party under this Agreement, claims of breach of contract related to this Agreement, or claims in the nature of tort related to this Agreement (such as fraud in the inducement), except that a Party shall have the right to bring an action at law against another Party for the breach by such other Party of an obligation of such other Party for the payment of money under this Agreement. The Parties intend, by the provisions of this Section 12.2, that no Party shall have any liability for damages arising out of an Event of Default under this Agreement, except for the right to bring an action to enforce an obligation of a Party to pay monies due under this Agreement as specifically provided in this Section 12.2. Accordingly, except for the right to enforce such monetary obligations, each Party hereby waives, releases and relinquishes, after full and complete advice by counsel chosen by each Party, such Party's right to any claim or right to damages on account of an Event of Default of a Party under this Agreement. The Parties acknowledge that monetary damages and remedies at law generally are inadequate upon the occurrence of an Event of Default. Therefore, specific performance or other extraordinary equitable relief (such as injunction) is an appropriate remedy for the enforcement of this Agreement, other remedies at law being inadequate under all the circumstances pertaining as of the date of this Agreement and any such equitable remedy shall be available to the Parties. The Parties acknowledge that no Party would have entered into this Agreement but for the limitations on monetary damages and the acknowledgments and waivers contained in this Section 12.2. Notwithstanding the foregoing, the Parties do not intend that the equitable relief contemplated hereby shall include, nor shall City be entitled to bring, an action that shall purport to require Applicant to complete development of the Project or construction of any Improvements, or any portion thereof (except any Major Public Improvements that are under construction or were to have been constructed as part of an otherwise completed portion of the Project), if Applicant decides not to proceed with development of the Project or any portion thereof as provided for in this Agreement. (c) Nothing in this Article shall be interpreted to limit the rights of members of Applicant to seek and recover monetary damages or other remedies, including without limitation specific performance, against other members of Applicant. 41 H0182001/600620-1 12.2.3. Limitation on Remedv. Notwithstanding the foregoing, the Parties do not intend that the equitable relief contemplated hereby shall include, nor shall City be entitled to bring, an action that shall purport to require Applicant to complete development of the Project or construction of any Improvement, or any portion thereof (except any Major Public Improvements that are under construction or were to have been constructed as part of an otherwise completed portion of the Project), if Applicant decides not to proceed with development ofthe Project or any portion thereof as provided in Section 3.7. 12.3. Waiver: Remedies Cumulative. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, irrespective of the - length of time for which such failure continues, shall not constitute a waiver of such Party's right to demand strict compliance by such other Party in the future. No waiver by a Party of an Event of Default shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omission by a Party to take any action with respect to such Event of Default. No express written waiver of any Event of Default shall affect any other Event of Default, or cover any other period of time, other than any Event of Default and/or period of time specified in such express waiver. One or more written waivers of an Event of Default under any provision of this Agreement shall not be deemed to be a waiver of any subsequent Event of Default, and the performance of the same or any other term or provision contained in this Agreement. 12.4. Litigation Expenses. If a Party brings an action or proceeding (including any cross-complaint, counterclaim, or third-party claim) against another Party by reason of an Event of Default, or to enforce the provisions of this Agreement or to seek injunctive relief or declaratory relief, the prevailing Party in such action or proceeding shall be entitled to its costs and expenses, including reasonable attorneys' fees and costs and attorneys' fees and costs on any appeal. 12.5. Limitations on Actions of Third Persons. Unless otherwise provided by Laws, any action by any third Person to attack, review, set aside, void or annul any action or decision taken by a Party under this Agreement shall not be maintained by such Person unless such action or proceeding is commenced within ninety (90) days after the date such decision or action is made or taken hereunder. 12.6. Nonliabilitv of Officials and Emplovees of City. No member, official or employee of City shall be personally liable to Applicant in the event of any Event of Default by City or for any amount which may become due to Applicant, or for any obligations under the terms of this Agreement, or for any claims of breach of contract related to this Agreement, or for any claims in the nature of tort related to this Agreement (such as fraud in the inducement). Applicant hereby waives and releases any claim it may have against the members, officials or employees of City with respect to any Event of Default by City or for any amount which may become due to Applicant, or on any obligations under the terms of this Agreement 12.7. Nonliabilitv of Individuals Affiliated with Applicant. None of Applicant's Representatives shall be personally liable to City in the event of any Event of Default by Applicant or for any amount which may become due to City, or for any obligations under the 42 HO 18200 1/600620-1 terms of this Agreement, or for any claims of breach of contract related to this Agreement, or for any claims in the nature of tort related to this Agreement (such as fraud in the inducement). City hereby waives and releases any claim it may have against Applicant's Representatives with respect to any Event of Default by Applicant or for any amount which may become due to City, or for any obligations of Applicant under the terms of this Agreement. The foregoing shall not apply to any Party named as a member of Applicant by this Agreement. 12.8. Default Notices. In addition to all other notices that may be specified, all notices required under this Article 12 also shall be given to every member of Applicant. 12.9 Several Obligations of Members of Applicant. For purposes of this Section 12.9, the term "Defaulting Member" means the particular member of Applicant causing an Event of Default under this Article or causing the City Council to find noncompliance after annual review under Section 10.4. Notwithstanding any other provision of this Agreement, no Event of Default or finding of noncompliance under this Agreement with respect to a particular portion of the Subject Property or a particular member of Applicant shall constitute an Event of Default or finding of noncompliance applicable to any other portion of the Subject Property or any other member of Applicant, and any remedy arising from such Event of Default or any termination of this Agreement arising from annual review shall be applicable solely to the portion of the Subject Property or to the member of Applicant at issue. The obligations of each member of Applicant shall be several and no Event of Default hereunder in performance of a covenant or obligation by anyone of them shall constitute an Event of Default applicable to any other member of Applicant, and any remedy arising by reason of such Event of Default shall be applicable solely to the Defaulting Member and the portion of the Subject Property owned by such Defaulting Member. Notwithstanding the foregoing, as to any obligation of the RDO Holders collectively under this Agreement, an Event of Default as to such obligation shall apply to all members of the RDO Holders. ARTICLE 13 INDEMNITY; INSURANCE 13.1. Applicant Indemnity and Defense. 13.1.1. Applicant's Indemnitv. (a) Applicant shall Indemnify City from any Losses arising out of or in connection with any litigation or other proceeding initiated by a third Person challenging any City Approval (including this Agreement). Applicant's obligation to Indemnify City under this Section shall include the obligation to Indemnify for any claim that any work performed by Applicant is subject to prevailing wage requirements under Laws and the obligation to Indemnify City for costs incurred by City staff and the City Attorney in connection with any such litigation or other proceeding. 43 H018200]/600620-] (b) The Parties shall cooperate in defending any such litigation or other proceeding. City shall have the right to employ its own counsel in such litigation or other proceeding and Applicant's obligation to Indemnify City under this Section 13.1.1 shall include all reasonable fees and costs incurred by City for City's counsel. In no event shall City be required to bear the fees or costs of Applicant's counsel in any such litigation or other proceeding covered by this Section. (c) The Parties acknowledge that this Section constitutes a separate agreement entered into concurrently with this Agreement, and that if any other provision of this Agreement or this Agreement 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, which shall survive such invalidation, nullification or setting aside by such court. The terms of this Section also shall survive any termination of this Agreement to the extent arising from actions related to this Agreement, the Approved Entitlements, or Subsequent Approvals granted under this Agreement. (d) Notwithstanding the foregoing, (i) only the RDO Holders shall Indemnify City or otherwise be responsible under this Section 13.1.1 or otherwise regarding Losses arising from the Major Public Improvements or their construction, provided, if another member of Applicant actually constructs any portion of the Major Public Improvements, that member plus the RDO Holders shall Indemnify City and be responsible under this Section 13.1.1 as to that portion of the Major Public Improvements; and (ii) in the case of any matter related to development by an individual member of Applicant on that member's portion of the Subject Property, including without limitation a challenge to a City Approval or a claim regarding prevailing wages, only that member of Applicant shall Indemnify City or otherwise be responsible under this Section 13.1.1. 13.1.2. Defense of Le2.al Action. In furtherance of the foregoing, in the event of a legal action by a third Person challenging the validity, interpretation, or effectiveness of all or any part of this Agreement or contesting any alleged actions or omissions of the City relating to, or forming part of, the enactment of the ordinance adopting this Agreement, if City elects to defend such action, or if Applicant requests that the City defend such action within five (5) days after City notifies Applicant of such legal action, City will exert reasonable efforts to defend such action. Upon becoming aware 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 Applicant within ten (10) days after written demand. If the City seeks reimbursement of any Litigation Costs, City shall provide reasonably detailed invoices of such Litigation Costs promptly" after written request by Applicant. 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 Applicant an additional deposit for such amounts, which additional deposit shall be paid to City within ten (10) days after written demand. Upon the final conclusion of such action, any unused deposit provided by Applicant shall be returned to Applicant. Nothing contained herein shall be construed to limit the discretion of City, in the interest of the public welfare, to settle, 44 HO 18200 1/600620-1 defend or appeal, or to decline settlement or to terminate or forego 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 Applicant 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 Applicant in connection with City's defense of such action, including without limitation the outcome thereof, or in the event City elects not to defend such action or terminates said defense. 13.2. Insurance. Commencing with initial grading for the Project and continuing until full and final completion of the Major Public Improvements, each member of Applicant on whose property construction work is being performed or its Developer Agent shall obtain before such work commences and thereafter shall maintain in effect until completion of the portion of the Major Public Improvements on such property the following insurance: (i) a policy of commercial general liability insurance with a combined single limit of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) in the aggregate with Four Million Dollars ($4,000,000) umbrella or excess liability coverage; and (ii) Workers' Compensation Insurance covering all individuals employed by the member of Applicant or its Developer Agent for such work, with coverage in the minimum amount required by Laws. Each member of Applicant or its Developer Agent also shall cause each general contractor and subcontractor performing work in the Subject Property or on the Major Public Improvements to carry Workers' Compensation Insurance with coverage of at least the minimum amount required by Laws. The commercial general liability insurance under clause (i) above shall name City, its elected and appointed boards, commissions, officers, agents and employees, as additional insureds, and shall include either a severability of interest clause or cross-liability endorsement. Each member of Applicant or its Developer Agent shall furnish City certificates of insurance evidencing that the insurance required to be carried under clauses (i) and (ii) above is in effect and providing that City shall receive at least thirty (30) days prior written notice of the cancellation or reduction in coverage of any insurance policy issued pursuant to clauses (i) or (ii) above. ARTICLE 14 TERMINA TION OF AGREEMENT FOR OTHER THAN DEF AUL T 14.1. Termination Upon Completion of Development. This Agreement shall terminate upon the expiration of its term or when the Subject Property has been fully developed in accordance with this Agreement and all of Applicant's obligations in connection herewith are satisfied as determined by City, or as provided in Section 14.2. Upon termination of this Agreement and upon receipt by City of a written request from any person whose interest or interests in the Subject Property may be affected by the provisions of this Agreement, City shall record a notice that this Agreement has been terminated, which notice shall be in a form approved by the City Attorney. 45 HO] 8200 ]/600620-1 14.2. Release of Parcels from A2reement. 14.2.1. Sin2le Family Parcels and Condominium Units. (a) Notwithstanding anything to the contrary in Article 8, Applicant shall have the right to Transfer legal parcels in a residential subdivision or single-family residential units with their legal parcel, or residential condominium units with their legal parcel, to Occupants. No Occupant to whom a Transfer is made pursuant to this Section 14.2.1 shall have any obligation or liability under this Agreement and the conditions specified in Section 8.2 shall not apply to any such Transfer to an Occupant. This- Agreement shall automatically terminate without any further action by Applicant or City or need to record any additional document, and be of no further force or effect, as to any such single-family residence, residential condominium unit, its legal parcel and its buyer, and this Agreement shall be removed as an encumbrance to the title of such parcel. (b) Notwithstanding subsection (a), such termination shall not relieve the member of Applicant responsible for the obligations of this Agreement applicable to the legal parcel in question immediately prior to its Transfer, of all City Development Fees, City Processing Fees, Utility Rates or Fees, and assessments or taxes applicable to the residence and parcel being released which are then due and payable, and any liabilities or obligations attributable to such portion of the Subject Property under this Agreement that have not yet been satisfied. 14.2.2. Other Parcels. (a) In addition to the provisions of Section 14.2.1, this Agreement may be terminated with respect to any legally subdivided parcel in the Subject Property at the request of the then property owner, by giving written notice to City. City in its sole and absolute discretion may approve the request after confirming satisfaction of the requirements in subsection (b) below. The other members of Applicant agree that such termination shall not require their approval, and any documentation necessary to remove this Agreement from title to the parcel need only be signed by City and the requesting member of Applicant. Upon approving the request, City shall execute and deliver to the requesting owner a termination document in recordable form, prepared by the owner at its sole cost in a form acceptable to City in its reasonable discretion, which the owner may then record. Applicant acknowledges that such termination shall remove the vested rights protection of this Agreement from said parcel, including without limitation rights as to allowed uses, limitations on applicable regulations, and restrictions on future City fees. (b) Such termination shall not be effective unless and until all City Develop'ment Fees, City Processing Fees, Utility Rates or Fees or assessment or tax liens applicable to the parcel being released have been paid, and all grants of rights-of-way, dedications of land or other property right transfers to City or the other members of Applicant needed to complete development of the Project have been completed or otherwise guaranteed. Such termination shall not relieve the requesting member of Applicant of any liabilities or 46 HO 18200 1/600620-] obligations attributable to such portion of the Subject Property under this Agreement that have not yet been satisfied. 14.2.3. Documentation of Termination. City and each member of Applicant agree to execute, notarize and provide any documentation reasonably required by a title company, lender or other entity to verify termination of this Agreement as described in this Section. 14.2.4. Sale Not A Transfer. Any sale of a portion of the Subject Property being released from this Agreement pursuant to this Section 14.2 shall not be considered a Transfer under Article 8 and shall not require compliance with Section 8.2. 14.3. Effect of Termination Upon Applicant Obli2:ations. Termination of this Agreement as to any portion of the Subject Property shall not affect any of Applicant's obligations to comply with the Collective Standards, other than those contained solely in this Agreement, including but not limited to the Gilroy General Plan, Gilroy Zoning Ordinance, other City ordinances and regulations, and the terms and conditions of any Master P.U.D. zoning, subdivision map, or other land use entitlements approved with respect to the Subject Property, nor shall it affect any other covenants or development requirements specified in this Agreement to continue after the termination of this Agreement, or obligations to pay assessments, liens, fees or taxes. 14.4. Effect of Termination Upon City Obli2:ations. Upon any termination of this Agreement as to any portion of the Subject Property, the terms and conditions specified in the Collective Standards which are fully vested in Applicant as provided in this Agreement shall no longer be vested hereby with respect to the property affected by such termination, and City shall no longer be limited by the terms and conditions of this Agreement to make any changes or modifications to such Collective Standards applicable to such property; provided, this Section shall not affect any rights of Applicant that may be vested independently of this Agreement. ARTICLE 15 CONCLUDING GENERAL PROVISIONS 15.1. Covenants Runnin2: With The Land. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Agreement shall be binding upon the Parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other Persons acquiring Applicant's interest in the Subject Property, or any portion thereof, or any interest therein, or any improvement thereon, whether by operation of Laws or in any manner whatsoever, and shall inure to the benefit of the Parties and their respective heirs, successors (by merger, consolidation or otherwise) and permitted assigns as Transferees, as covenants running with the land pursuant to Section 65868.5 of the Development Agreement Law, until this Agreement terminates or otherwise ceases to apply to any portion of the Subject Property as specified in this Agreement except for those provisions that may be specified to survive such termination. This Agreement 47 HO 18200 1/600620-] and the covenants shall run in favor of City, without regard to whether City has been, remains or is an owner of any land or interest in the Subject Property, any parcel or subparcel thereof. 15.2. Interests of Other Owners. If any portion of the Subject Property covered by this Agreement shall not be owned by Applicant as of the date this Agreement shall be recorded, Applicant shall obtain a consent of the owner of such portion of the Subject Property to the recording of this Agreement against such owner's property, which shall be in recordable form (an "Owner Consent"), on or before the date this Agreement is recorded, and such Owner Consent shall be recorded concurrently with the recordation of this Agreement. 15.3. Applicable Law: Venue. This Agreement, and the rights and obligations of the Parties, shall be governed by and interpreted under California law. All legal or equitable actions or proceedings arising from this Agreement shall be filed in and maintained in the Superior Court of Santa Clara County. 15.4. Severability. If any proVIsIOn of this Agreement, or the application or enforcement thereof, is determined by judgment or court order or application of any Law to be unenforceable, invalid or illegal, but the remaining portions can be enforced without failure of material consideration to any Party, then the remaining provisions shall continue in full force and effect, and this Agreement is declared to be severable, unless such enforcement would be unreasonable or grossly inequitable under all the circumstances or would frustrate the purposes of this Agreement. Notwithstanding the above, ifit is determined in a final judgment by a court of competent jurisdiction that (a) Applicant's rights are not vested in the manner and to the extent agreed to herein, or (b) Applicant cannot, or is not required to, construct or dedicate to City all or any part of the Major Public Improvements, then the Parties shall meet and confer in a good faith attempt to agree on a modification to this Agreement that shall fully achieve the purposes hereof, and if such modification cannot be agreed upon then Applicant or City may terminate this Agreement upon ninety- (90-) days' written notice to all the Parties. 15.5. Gender: Numbers. Masculine, feminine, or neuter gender, and the singular and the plural number shall each be considered to include the other whenever the context so requires. 15.6. Interpretation of Al!reement. All the provisions of this Agreement have been negotiated at arms-length between the Parties and after advice by counsel and other representatives chosen by each Party, and the Parties are fully informed with respect thereto. Therefore, this Agreement shall not be construed for or against any Party by reason of the authorship or alleged authorship of any provisions hereof, or by reason of the status of any Party. The provisions of this Agreement and the exhibits hereto shall be construed as a whole according to their common meaning and not strictly for or against any Party and consistent with the provisions hereof, in order to achieve the objectives and purpose of the Parties hereunder. The captions preceding the text of each Article, Section, Exhibit and the Table of Contents hereof are included only for convenience of reference and shall be disregarded in the construction and interpretation of this Agreement. 15.7. Nel!ation of Partnership: Third Party Beneficiaries. It is agreed among the Parties that the Project is a private development, that City has no interest therein except as 48 HOI8200]/600620-1 authorized in the exercise of its governmental functions and except as specifically identified in this Agreement, that no Party is acting as the agent of the others in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. None of the terms or provisions of this Agreement shall be deemed to create a partnership between or among the Parties in the businesses of Applicant, or the affairs of City, or otherwise, or cause them to be considered joint venturers or members of any joint enterprise. This Agreement is not intended and shall not be construed to create any third Party beneficiary rights in any Person who is not a Party unless expressly provided herein; and nothing in this Agreement shall limit or waive any rights Applicant may have or acquire against any third Person with respect to the terms, covenants or conditions of this Agreement. 15.8. Approvals. Unless otherwise provided in this Agreement, whenever approval, consent or satisfaction (herein collectively referred to as an "approval") is required of a Party pursuant to this Agreement, it shall not be unreasonably withheld or delayed. If a Party shall disapprove, the reasons therefor shall be stated in reasonable detail in writing. Approval by a Party to or of any act or request by another Party shall not be deemed to waive or render unnecessary approval to or of any similar or subsequent acts or requests. Whenever, under this Agreement, the term "approve" (or any grammatical variant thereof, such as "approved" or "approval") is used in connection with the right, power or duty of City, or any representative board, commission, committee or official of City, to act in connection with any City Approval, such approval shall be made in accordance with the applicable terms, standards and conditions of this Agreement. 15.9. Not A Public Dedication; Applicant Acknowled2.ements. Except for Exactions made in accordance with this Agreement and the City Approvals, and then only when made to the extent so required, nothing herein contained shall be deemed to be a gift or dedication of the Project, or portion thereof, to the general public, for the general public, or for any public use or purpose whatsoever, it being the intention and understanding of the Parties that this Agreement be strictly limited to and for the purposes herein expressed for development of the Project as private property. Notwithstanding the foregoing provisions, Applicant acknowledges that (i) a reasonable relationship exists between all Dedications and Exactions imposed by the Approved Entitlements (including those imposed by this Agreement) and the impact of the Project upon City and its residents, and (ii) the direct and indirect impacts of the Project and the benefits of this Agreement to Applicant warrant and require the terms and conditions of this Agreement, and but for the acknowledgements of Applicant contained in the foregoing clauses (i) and (ii), City would not have entered into this Agreement. 15.10. Entire A2.reement. This written Agreement and the exhibits hereto, and any administrative implementation memoranda entered into pursuant to Section 3.6, contain all the representations and the entire agreement between City and Applicant with respect to the subject matter hereof. Except as otherwise specified in this Agreement, any prior correspondence, memoranda, agreements, warranties or representations are superseded in total by this Agreement and exhibits hereto, and such administrative implementation memoranda. Neither the conduct or actions of the Parties, nor the course of dealing or other custom or practice between the Parties, shall constitute a waiver or modification of any term or provision of this Agreement; and this Agreement may be modified or amended only in the manner specified in this Agreement. 49 HO 18200 1/600620-1 15.11. Counterparts. This Agreement and all amendments and supplements to it may be executed and acknowledged on separate counterpart signature pages, which when combined shall be construed as one complete document. 15.12. Mith.?ation of Damages. In all situations arising out of this Agreement, each Party shall use commercially reasonable efforts to mitigate the damages resulting from the conduct of the other Party. Each Party shall take all reasonably necessary measures to effectuate the provisions of this Agreement. 15.13. Further Assurances and Cooperation~ Covenant to Sign Documents. Each Party to this Agreement agrees to cooperate with every other Party to this Agreement to accomplish in a reasonable and timely manner all of the obligations of the Parties required under this Agreement. Each Party covenants, on behalf of itself and its successors, heirs and assigns, to take all actions and do all things, and to execute, with acknowledgment or affidavit if required, any and all documents and writings, which may be necessary or reasonably required to achieve the purposes and objectives of this Agreement. 15.14. Covenant of Good Faith and Fair Dealing. No Party shall do anything which shall have the effect of harming or injuring the right of another Party to receive the benefits of this Agreement; each Party shall refrain from doing anything which would render its performance under this Agreement impossible; and each Party shall do everything which this Agreement contemplates that such Party shall do in order to accomplish the objectives and purposes of this Agreement. 15.15. References~ Terminologv. Unless otherwise specified, whenever in this Agreement reference is made to the Table of Contents, any Article, Section or Exhibit, or any defined term, such reference shall be deemed to refer to the Table of Contents, Article, Section or Exhibit or defined term of this Agreement. The use in this Agreement of the words "including", "such as" or words of similar import, when following any general term, statement or matter, shall not be construed to limit such statement, term or matter to specific items or matters, whether or not language of nonlimitation, such as "without limitation" or "but not limited to", or words of similar import, are used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such statement, term or matter. 15.16. Irregularity in Proceeding. No action, inaction or recommendation by a Party pursuant to this Agreement, or of City in connection with a City Approval, shall be held void or invalid, or be set aside by a court on the grounds of improper admission or rejection of evidence, or by reason of any error, irregularity, informality, neglect or omission (collectively, an "error"), as to any matter pertaining to petition, application, notice, finding, record, hearing, report, recommendation or any matters of procedure whatsoever, unless after an examination of the entire record with respect to such error, the court finds that the error complained of was prejudicial, and that by reason of the error, the complaining Party, or third Person, sustained and suffered substantial injury, and that a different result would have been probable if the error had 50 HO 18200 1/600620-1 not occurred or existed. No presumption shall arise that an error is prejudicial, or that injury resulted from an error, solely as a result of a showing that error occurred. 15.17. Time of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. 15.18. Incorporation of Recitals and Exhibits. 15.18.1. Recitals. Recitals A through T are incorporated herein, including -all exhibits referred to in said Recitals. In the event of inconsistency between the Recitals and the provisions of Articles 1 through 15, the provisions of Articles 1 through 15 shall prevail. 15.18.2. Exhibits. The exhibits listed below, to which reference is made herein, are hereby deemed incorporated into this Agreement in their entirety by reference thereto: Exhibit A Exhibit A-I Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit F-l Exhibit F-2 Exhibit G Exhibit H Exhibit I Legal Description of the Subject Property Specific Plan Map of Subject Properties Approved Entitlements Narrative Description of the Project Form of Assignment and Assumption Agreement Omitted Summary of Major Public Improvements and Phasing Map of Residential Clusters and Development Areas Major Public Improvements Conceptual Diagrams Residential Development Allocations Omitted City Fees/Taxes in Effect as of Adoption Date 15.19. Notices and Initial Addresses. All formal notices, demands, correspondence, and other communications (herein collectively referred to as "notices") to a Party under this Agreement shall be in writing and given by delivering the same (a) in person, (b) by registered or certified m.ail or Express Mail, return receipt requested, postage prepaid, or (c) by overnight courier service, to such Party's mailing address as set forth below or as otherwise provided, or (d) by facsimile if followed by delivery sent on the same or next business day via regular mail. Any Party to this Development Agreement may, from time to time, advise the other Parties of a new address or facsimile number for such notices by formal notice pursuant to this Section, at least ten (10) days prior to the date such change is effective. All formal notices under this Agreement shall be deemed given, received, made or communicated (x) on the date personal delivery is effected, or (y) if mailed or sent by courier then on the delivery date or the attempted delivery date as shown on the return receipt or courier records, or (z) if sent by facsimile then on the date sent if sent during the normal weekday business hours of the recipient or else on the next business day, all assuming successful facsimile transmission and receipt. Notices and communications with respect to technical matters in the routine performance and administration of this Agreement may be given by or to the appropriate representative of a Party by such means as may be appropriate to ensure adequate communication of the HO] 82001/600620-] 51 information, including written confirmation of such communication where necessary or appropriate. City shall be required to give notices to Mortgagees and to Transferees only if City has been notified in writing of their interest in the Subject Property and City has received a written request for such notices and their address for receiving notices. The initial address for sending notices to each Party shall be as follows: To City: City of Gilroy 7351 Rosanna Street Gilroy, CA 95020-6190 Attn: City Administrator Phone: (408) 846-0202 Fax: (408)846-0500 To Hoey North: Hoey Ranch Company c/o Jim Hoey 2480 Hecker Pass Highway Gilroy, CA 95020 Phone: (408) 848-5938 Fax: (408) 848-5788 To Hoey South: Hoey'Family Partnership c/o Jim Hoey 2480 Hecker Pass Highway Gilroy, CA 95020 Phone: (408) 848-5938 Fax: (408)848-5788 To Goldsmith: Goldsmith Seeds, Inc. 2280 Hecker Pass Highway P.O. Box 1349 Gilroy, CA 95020 Phone: (408) 847-7333 Fax: (408)847-2833 To Filice TIC Members: Ernest Filice 910 Second Street Gilroy, CA 95020 Phone: (408) 847-1896 Fax: (408) 842-6106 52 HO] 8200]/600620-] And: Mary Jane Gunter 1210 Davida Court Windsor, CA 95492 Phone: (707) 836-8214 Fax: (707) 837-0782 To Ellen Filice Trust: Ellen F. Filice Family Trust William Filice, Trustee 7821 Santa Theresa Drive Gilroy, CA 95020 Phone: (408) 842-3042 Fax: [NONE] To Fratelli: Fratelli Ranch, LLC c/o Chris Vanni 8080 Santa Teresa Boulevard, Suite 210 Gilroy, CA 95020 Phone: (408) 847-9190 Fax: (408) 842-7160 To Arias Trust: Jess V. Arias & Josephine Arias Revocable Living Trust c/o Anthony Luna 2300 Hecker Pass Hwy. Gilroy, CA 95020 Phone: (408) 846-6551 Fax: (408) 846-4695 To Bank: South Valley National Bank c/o General Counsel Pacific Capital Bancorp 1021 Anacapa Street Post Office Box 60839 Santa Barbara, CA 93160-0839 Phone: (805) 564-6264 Fax: (805) 882-3856 53 HO 18200 1/600620-] To Raleys: Raley's Vice President Real Estate 500 West Capitol Avenue West Sacramento, CA 95605 Phone: (916) 376-6900 Fax: (916) 376-6767 With a copy to: Raley's - Legal Department 500 West Capitol Avenue West Sacramento, CA 95605 Phone: (916) 373-6108 Fax: (916) 371-1323 To Giacalone, Donald Christopher and D' Arpino Trust: Giacalone Management, Inc. P.O. Box 2062 Gilroy, CA 95021 Phone: (408) 846-6610 Fax: (408) 846-6660 To Church: South Valley Community Church 8095 Kelton Avenue Gilroy, CA, 95020 Attn: Hecker Pass Development Phone: (408) 848-2363 (xl12) Fax: (408) 847-7134 15.20. Authoritv. Each Party warrants and represents to the other Parties, which warranties and representations shall survive termination of this Agreement, that each individual executing this Agreement on behalf of such Party is duly and fully authorized to enter into this Agreement on behalf of such entity, that this Agreement will be binding on such entity, and that the execution of this Agreement has been approved and ratified as required by the organizational documents of such entity or any applicable laws. Applicant warrants and represents to City that the members of Applicant constitute all the fee owners to the entire Subject Property. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] 54 HOI8200]/600620-1 IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on the date first set forth above. CITY OF GILROY, a municipal corporation ~----' //" ~ ,/" I ,___--- By: -L - ~, ;/May~~ - /\ - 0l PIV\harQJ) AT, T,,_,.,~ST. ,: i.','~, ?!ij. (/,..~ Ci~:~::()L;)l4!U S~~r\CA- ~~cls APPROVED AS TO FORM: *V- k~'"') City Attorney .A r\~ ( .u.,J t"--u. \x '{" CITY: APPLICANT: Hoey North: HO] 8200]/600620-1 Hoey Ranch Co., a California General Partnership By: The Hoey 1991 Revocable Trust Agreement dated April 12, 1991, as amended, its General Partner By: James W. Hoey, Trustee By: The Armenta 1991 Revocable Trust Agreement dated July 22,1991, as amended, its General Partner By: Barbara A. Armenta, Trustee By: The Siverson 2001 Revocable Trust dated November 12, 2004, as amended, its General Partner By: Marjorie F. Siverson, Trustee 55 IN WITNESS WHEREOF, this Agreement is executed by the parties hereto on the date first set forth above. CITY: CITY OF GILROY, a municipal corporation B~~ ay r A \ Pi Y\ hi \ (';0) ATTEST;;) _y ! ; >), , , !~ APPROVED AS TO FORM: City Attorney APPLICANT: Hoey North: Hoey Ranch Co., a California General Partnership By: Tr /,':;T-e -c_ By: By: The Armenta 1991 Revocable Trust Agreement dated July 22, 1991, as amended, its General Partner By: k~J(;1~,() {)~~~, 'T,.-u~ t-t': ~ Barbara A. Armenta, Trustee By: The Siverson 2001 Revocable Trust dated November 12,2004, as amended, its General Partner '--2/1/, ._ By/ /(L' ...' ;/f'~- I rust?~" N,I" jorie F. Siverson, Trustee 1-10182001/600620-1 55 ACKNOWLEDGMENT STATE OF CALIFORNIA ) )ss. COUNTY OF SANTA CLARA ) TITLE OF DOCUMENT: City of Gilroy Development Agreement Relative to the Development known as Hecker Pass Specific Plan On March 17,2008, before me, Susan R. Johnson, Notary Public, personally appeared Alberto Pinheiro, who 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 person, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ~~-~~~~~-~~~~~ e SUSAN R. JOHNSON " Commission # 15431 04 i. ,,; Notary Public - Califomla ~ ~ Santa Clara County 1 __ __ __ ~v :o:m,;.. Ex~re~ J~: 2~ ~~Q.~ ' Signature of Nota P blic (Notary Seal) Hoey South: Hoey Family Partnership, a California Limited Partnership t, ;Of(\eS IV ~e'4 \, ~ A A ~V\ta... By: '~(t ~Y\)ClV"'R. 0 _ (" Its:!. /.' /L4?- .:tL (.<~'''c~J f::<.1..h.....,r {l\ Ir', e (\i. t:: S, v~r;Dfl \__../t,,1-. / ,~ /'1.4: ;. /) l ,J 7/1j(':J:1UJ~ ~f~PU,.?Y/ e-'{"4'1C'fi.'t.( /-a,;;:Z;<-<-,,-, Goldsmith: GoldsmIth Seeds, Inc., a California corporation By: Its: Ellen Filice Trust: The Ellen F. Filice Family Trust (Exemption Trust) UTD May 3,1990, as amended By: William F. Felice, Trustee Filice TIC Members: George Ernest Filice and Donna Marie Filice, Trustees of The George Ernest Filice and Donna Marie Filice Revocable Living Trust UTA dated May 10, 2006; Brian A. Filice; Christina M. Filice Parikh; Ralph David Filice and Nancy Castle Filice, Trustees of The Ralph David Filice and Nancy Castle Filice Revocable Living Trust UTA dated July 31, 1989, as amended by a complete Restatement of Trust dated November 22, 2000, as amended; Nicole M. Filice Capshaw; David S. Filice; Daniel W. Filice; Ernest E. Filice, Jr.; Doreen A. Filice; Ernest E. Filice, Jr., as Custodian for Montina M. Filice under the California Uniform Transfers to Minors Act; and Mary Jane and Douglas Gunter, Co- Trustees or Successor Trustee of The Douglas Paul Gunter and Mary Jane Gunter Revocable Living Trust UTA dated January 31, 2007, all of the foregoing by Ernest E. Filice, Jr. and their respective attorneys in fact pursuant to the terms of the Filice TIC Agreement. 56 HO 18200 1 /600620-1 Hoey South: Hoey Family Partnership, a California Limited Partnership 'JomeSAlt\l10t'-{ ~x wrR . ~l'YUN\~ \10(~()( til. ~ SNQ V-f:{)y) Goldsmith: &-'~47Jl R~y- 8-rtre( Ellen Filice Trust: The Ellen F. Filice Family Trust (Exemption Trust) UTD May 3,1990, as amended By: .." J'o "",.' l' ~ L <'--f '.> .. . . f S, / l-/ ' ,d .. .<., .\.. ....o(....-.t......,i William F. ,alice, Trustee ,,: '1?' Filice TIC Members: George Ernest Filice and Donna Marie Filice, Trustees of The George Ernest Filice and Donna Marie Filice Revocable Living Trust UTA dated May 10, 2006; Brian A. Filice; Christina M. Filice Parikh; Ralph David Filice and Nancy Castle Filice, Trustees of The Ralph David Filice and Nancy Castle Filice Revocable Living Trust UTA dated July 31, 1989, as amended by a complete Restatement of Trust dated November 22, 2000, as amended; Nicole M. Filice Capshaw; David S. Filice; Daniel W. Filice; Ernest E. Filice, Jr.; Doreen A. Filice; Ernest E. Filice, Jr., as Custodian for Montina M. Filice under the California Uniform Transfers to Minors Act; and Mary Jane and Douglas Gunter, Co- Trustees or Successor Trustee of The Douglas Paul Gunter and Mary Jane Gunter Revocable Living Trust UTA dated January 31,2007, all of the ,regO,ing, by /" Y,! /J ~4f/:>-;f I .'. ~ I._ Ernest E. Filice, Jr. and Mary Jane Gunter their respective attorneys in fact pursuant to the terms of the Filice TIC Agreement. HO 18200 I /600620-1 56 STATE OF California COUNTY OF Santa Clara On November 5, 2007 before me, Julie R. Whelan, Notary Public (Name of Notary Public) personally appeared James W. Hoey, Barbara A. Armenta and Marjorie F. Siverson personally known to me (or proved to me on the basis of satisfactory evidence) to be tae rson(s) whose name(s) i are s c(ibed to the within instrument and acknowledg . me that hejsh the executed the same in h~ their uthorized capacity(ies), and that by hiSjher~iignature(s) on Instrument the person(s), or t Ity upon behalf of which the person(s) acted,Med the instrument. WITNES~hand and official seal. ( \. " (Signature of N ,zf:. L: .~~-:-:"".,"'~>~~ ~i~~ (This area for notarial seal) 'f. ...' " (notary)(07-02) STATE OF California COUNlY OF Santa Clara On October 19. 2007 before me, Janet K. Wallace. notary Dublic (Name of Notary Public) personally appeared Joel Goldsmith personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s)~e subscribed to the within instrument and acknowledged to me that he/she/they executed the same in ~er/their authorized capacity(ies), and that by ~r/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(sjacred, executed the instrument. (This area for notarial seal) (notary)(07-02) STATE OF California COUNTY OF Santa Clara On October 18. 2007 before me, Janet K. Wallace. notary Dublic (Name of Notary Public) personally appeared William F. Filice personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) ~re subscribed to the within instrument and acknowledged to me that h~she/they executed the same in~er/their authorized capacity(ies), and that by liriS1)1er/their signatureCS) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my pah and official seal. // (Signature (This area for notarial seal) (notary)(07-02) Filice TIC Members: George Ernest Filice, Trustee of The George Ernest Filice and Donna Marie Filice Revocable Living Trust UTA dated May 10, 2006 u. By pis attorn y in fact pursuant to the terms of the FiliF~ TIC Agreement .(Jil-l;,of; d"'..<-;[' , _ tjC7'JL [Mu.d 37~t.c . , . _' . .lr,f tV,j~ 7 6 .}Jd cdltf'/fta..~1 G~ ~0J4lt ?/kdzl ) h4 ti-ffO'Iu'cl Ul (;l(!_:f George Ernest ilice ~ George Ernest Filfce by Ernest E. Filice, Jf., by Mary Jane Gunter, his attorney in fact. his attorney in fact. Donna Marie Filice, Trustee of The George Ernest Filice and Donna Marie Filice Revocable Living Trust UTA dated May 10, 2006 1\. ~..Y. her ~tto!J1e};s infact pursuant to the terms .ofthe Filice :nc Agreement l~f!~"" '~, (j~ "f U'lV1U... 7rlcdL( j{u.i!L . f" ~ [1.;;J 7 t;J:.~ I j." ,;ffn1Ulo/) t1' it< . 6~ ~~ tf'-b.... . (UC afic./U</ lA. t<<C7 Donna Marie Filice l L Donna ~ e Filice by Ernest E. Filice, Jf. by Mary Jane Gunter her attorney in fact. her attorney in fact. Brian A. Filice By ~i&a to ',eys in fact pursuant to the, ter~s, of the FjliC" e TIC Agree,me. nt IY/..L-fVt.- /.;L, .u... 1 f3,.wz.# \. a. ..h u u..... . /' lltf [.tr.M" ~" ;,.; ciW''N&{~ ~ ~"1IitufiJ."" rt.de,. ILv' atfrzl";'J' UL ricf o B' A .. ,U B A. if "- nan , Ice an . 'ce by Ernest E. Filice, Jr. by Mary Jane Gunter his attorney in fact. his attorney in fact. Christina M. Filice Parikh 59 HOI8200]/600620-1 Ralph David Filice, Trustee of The Ralph David Filice and Nancy Castle Filice Revocable Living Trust UTA dated July 31, 1989, as amended by a complete Restatement of Trust dated November 22, 2000, as amended Nancy Castle Filice, Trustee of The Ralph David Filice and Nancy Castle Filice Revocable Living Trust UTA dated July 31, 1989, as amended by a complete Restatement of Trust dated November 22, 2000, as amended By h, eV1tt, o~~s it;1 fact pursuant,to the terms ofth~):i1i2e TIC Agreement . 11Ja!l~1\ Ct~~f; dfuu2 1 ~1}{d~ {rwfLt. :J/4/f-k. , .' . /' . {r;\ (:'pd { (j aa.iJ~ ,tfWJU l,v ifJ!iJ Jl,w J ,~ {It~ ,k<- I'L tf'~1IAL f'.r:j Nancy Castl ilice ,(' ncy Ca ~ Filic~ U by Ernest E. Filice, Jr. by Mary Jane Gunter her attorney in fact. her attorney in fact. Nicole M. Filice Capshaw " By h~~ttorn,~Ys in fact pursuant to the t.err~~ of Jhe Filjce TIC, Agre.emen,t 1tt<<&Jt1., '~Lt..t1'f.1AtAJ.r" , "!)({I{j~~ IYJ. 3/ ~(!X {'{cj),4 hu~,../,_ _'/, ,r, lrtJ e;;d' f - J It'" k~{L/&I,~ liLU, iN {1Lift.. I.... aft, My .^ ;W!.T {J NIcole M. lhce Capshaw ,i cole M. Ice apshaw by Ernest E. Filice, Jr. by Mary Jane Gunter her attorney in fact. her attorney in fact. 60 HO 18200 1/600620-1 David S. Filice ,By h~s ~tt9 eys in fact pursuant to th71terms of.the Filice TIC Agreement !Jam-d S. ,1~ .' U?tJ i c{ j, _:Ji IA t..< c i", [4d { .; dklfi" u.-j..J ~:2I~14t tJtu. 1<..... W 1)P 'u!!f ",Ja o I f ~' I t cJ David S. Filic ! \I D id S. rce . by Ernest E. Filice, Jr. by Mary Jane Gunter his attorney in fact. his attorney in fact. Daniel W. Filice Ernest E. Filice, Jr. Doreen A. Filice B~ h~y .attorneys in fact pursuant to the terms of the Eilice TIC Agreement. fkr;J}t?~, !Jr ICUf6!(fl. l.f Uru~I\.. a . ,3, ~ " [)' by f),.d { 2-.1!lt&zM ''''II''' 6~ ~a~w c;juftc. ^-'" ttihMj ",,(1<0 t iJ Doreen A. Ice i Doreen. Ihce by Ernest E. Filice, Jr. by Mary Jane Gunter her attorney in fact. her attorney in fact. 61 HO 18200 1/600620-1 HO 18200 1/600620-1 Ernest E. Filice, Jr., as Custodian for Montina M. Filice under the California Uniform Transfers to Minors Act c::, ., fBY'lfh,iS., au<> eys in fact pursuant to the t,erm, S oftl},e Filic,e TIC Agreement. tilCte< {' ,_ /:!./" , j ehfU~ t. .JtLu!-e.. I VL. .. [:. ,f:r Y1U . . i . L:t '. ZI'& L"~ ~ 71W<c ,q,~.-Iz.., ii1 atbu."f u~f Ernest E. Fili e, Jr. I 1 nest. ilice, 11 by Ernest E. Filice, Jr. by Mary Jane Gunter his attorney in fact. his attorney in fact. Mary Jane Gunter, Co-Trustee or Successor Trustee of The Douglas Paul Gunter and Mary Jane Gunter Revocable Living Trust UTA dated January 31, 2007 By her att e,Y~fi"J1 fa.,.ct pur,suant to, the t., erms~the ~iliqL,TIC Agreem, ent. ~f~~Jdf\.t .it~fr' ~'f' f j-1llwJ ( ~ t~~u'-, " ,,1 Jf (A/ ( . U /w dlOZ/filA t< ftA fA 7f ~ 4L1C..t, , k A.. d fP<:"',t.,'- '-I Mary Jane ter 0 {/ Ian ter v I/fL fL(Sf by Ernest E. Filice, Jr. by Mary Jane Gunter her attorney in fact. her attorney in fact. Douglas Gunter, Co-Trustee or Successor Trustee of The Douglas Paul Gunter and Mary Jane Gunter Revocable Living Trust UTA dated January 31, 2007 /Ii hi,', s to s in fact pursuant to the terms of the Filjce TIC Agreement. lJ-fl{ '6, < 'V . IW-,./a.j t :LIl Lrl ~ /1 hf { "l h.J a t!o/.~ ' ;, ,'c: f Douglas Gu I er by Ernest E. Filice, Jr. his attorney in fact. 62 STATE OF CALIFORNIA } 'Q' }ss. COUNTY OF l~D D D tl1LC } On ~ 10/1 iJ D ~ ,before 1l}e, "j. LtLn 0 Y1l (name of notary), Notary Public, personally appeared ~ \jCtYt~ 6UJI\M , who proved to me on the basis of satisfactory evidence to be the person~ whose name(g) is/aye subscribed to the within instrument and acknowledged to me that ~/she/t~ executed the same in M;/her/t~ir authorized capacity(i~), and that by hiS/her/their signature(~ on the instrument the person~, or the entity upon behalf of which the person~ acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. r.-:~~2~~;1 I Notary PublIc . CallfomIa I Sonoma County .. '_~_~_~~~~1~~:~' ~ &;uJ On II c::JL;tJ/" before me, J;;,V&.,L of notary), Not Public, personally appeared &;V~u- e. f '/~~ r who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)jgafe subscribed to the within instrument and acknowledged to me that ~he/they executed the same in~er/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the 'person(s) acted, executed the instrument. }ss. } I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. 63 HO 18200 1/600620-1 Fratelli: Arias Trust: Bank: Raleys: Giacalone: Fratelli Ranch, LLC, a California limited liability company By Vanni Properties, Inc., a California corporation, its Manager ~~'"C~_~"~__~-_ ~~~-~~~~_~__~~_~_~___ Christopher E. Vanni, President The Jess V. Arias and Josephine Arias Revocable Living Trust By;_ I~ ' i Joanne Luna, Trustee - ,/ iiJ -t?' e, South Valley National Bank, a division of Pacific Capital Bank, N.A. By: Its: Raley's, a California corporation By: Its: Donald Christop~.vz..a C;c"~ ~ onald C. Christopher ? \" HO 18200] 1600620-1 57 STATE OF California COUNlY OF Santa Clara On October 18. 2007 before me, Janet K. Wallace. notary public (Name of Notary Public) personally appeared Christooher E. Vanni personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s~re subscribed to the within instrument and acknowledged to me that he/she/they executed the same in J(lispher/their authorized capacity(ies), and that by his1j1er/their signature(s) on the instrument the person(shor the entity upon behalf of which the person(Sj[Cted, executed the instrument. (This area for notarial seal) (notary)(07-02) STATE OF California COUNTY OF Santa Clara \q On October 2007 ..-:-' before m~ef- ;0 /Jltilkp/ vdla:J fuJJ/t V (Name of Notary Public) personally appeared Joanne Luna personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) ,!stare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/~heir authorized capacity(ies), and that by his/~heir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (This area for notarial seal) (notary)(07-02) STATE OF California COUNTY OF Santa Clara On October 17. 2007 before me, Janet K. Wallace. notary public (Name of Notary Public) personally appeared Patricia E Giacalone and Joseph P. Giacalone personally known to me (or proved to me on the basis of satisfactory evidence) to be the ~on(s) whose name(s) i~ubscribed to the within instrument and aCknowled:i me that he/sh~th~xecuted the same in his/het1lf@9authorized capacity(ies), and that by his/trer/their signature(s) on 1Fieinstrument the person(s), or the entity upon behalf of which the person(s) acted, ecuted the instrument. S my hand and official seal. ;.-r~~~-tfl~..t...&,".j-~~~').~ I ? ,.:.,.:-:-"-:"J.',\""~' ';[T K \;V{\l,.,Lh....,E f~_ t~~i;~~) J:';"M'::;'J;,;;J;~''""" ~ ",>,- , t..'Y,c.,::~..,.."..,~".~ 1~:~,.;;~~,~,~'~~-~ ~ ~ ~ (This area for notarial seal) (notary)(07-02) STATE OF California COUNTY OF Santa Clara On it? /~~,p before me, Janet K. Wallace. notary public (Name of Notary Public) personally appeared Donald C. Christooher personal I nown to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s i re subscribed to the within instrument and acknowledged to me that he/she/they executed the same in s er/their authorized capacity(ies), and that b't- tus1])er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)cKted, executed the instrument. (Signature of Notary WITNESS my hand and (This area for notarial seal) (notary)(07-02) Fratelli: Fratelli Ranch, LLC, a California limited liability company By Vanni Properties, Inc., a California corporation, its Manager Christopher E. Vanni, President Arias Trust: The Jess V. Arias and Josephine Arias Revocable Living Trust By: Joanne Luna, Trustee Bank: South Valley National Bank, a division of Pacific Capital Bank, N.A. ? l' ,/' ;~..I!/~ W' G:> ~ ~ I.. B y:.fCf'.o q"a. r- /cl- W, C ( . v I t. Its: O<l?Cr iJ P 41A cl &:"41 . ~OW:t d' Raleys: Raley's, a California corporation By: Its: Giacalone: Joseph P. Giacalone Patricia E. Giacalone Donald Christopher: Donald C. Christopher 57 HO 18200 ] 1600620-1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT . State of California } County of Sc:tnizt f3~btL-Va.. On 10\ f//J1ill before me, AYlna~LL wi-€- ~ Here Insert Name and Title of the Officer personally appeared .(-r~ ol ~ cAL LA). NaS:L~~ h :it - - -, ,~~ - - -~COlE . co..'flllllOn' 15137G " Notarv PubIC - CctromIO ~ Santa BarbaO county J _ _ _ ~~_~~l~~t who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)@are subscribed to the within instrument and acknowledged to me that &/she/they executed the same in @her/their authorized capacity(ies), and that b>@'/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNEs~nd _OffiCial seal. , Signature Ltt-'~ Signature of Notary Public OPTIONAL 626- Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: f(pd p u-t Ll~pf)"l-t,n+ Document Date: J D I J 5! 0 ( Signer(s) Other Than Named Above: A~fYtt-. Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: wed..GVICJL lA.~ I CADLA~ \t) D Individual i 0 ' ~Corporate Officer - Title(s): -EVI D Partner - D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Top of thumb here Signer's Name: D Individual D Corporate Officer - Title(s): D Partner - D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: RIGHT THUMBPRINT OF SIGNER RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: Signer Is Representing: ~~~~~~ @2oo7 National Notary Association. 9350 De Soto Ave" PO, Box 2402. Chatsworth, CA 91313.2402. www,NationalNotary,org Item #5907 Reorder: Call Toll-Free 1-800-876-6827 Fratelli: Fratelli Ranch, LLC, a California limited liability company By Vanni Properties, Inc., a California corporation, its Manager Christopher E. Vanni, President Arias Trust: The Jess V. Arias and Josephine Arias Revocable Living Trust By: Joanne Luna, Trustee Bank: South Valley National Bank, a division of Pacific Capital Bank, N.A. By: Its: Raleys: Raley's, a California corporation \V It\ \ \: Ll YV\ \.L WefS() V\ BY:~~'~ __' Its: C\i\C\ t1.....~e\''\'- c:.,1I1~ Giacalone: Joseph P. Giacalone Patricia E. Giacalone Donald Christopher: Donald C. Christopher 57 HO] 8200 1/600620-] CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT {JtL;; .(;; y r7 /~ ~/o / ,) I State of County of ) On {){!J-o)er c232007before me, ~ / tU;/!/am personally appeared IV * Btli1c personally known to me (orplovcd to me on the basis of S3,tisfadUlY t:viJ~lh.e) to be the person~ whose name~ is/are subscribed to the within instrument and acknowledged to me that he/sIie/t~ executed the same in hislh&/th~ authorized capacity(i~ and that by hi~e*-signature~ on the instrument the person~ or the entity upon behalf of which the person~ acted, executed the instrument. WITNESS my hand and official seal. Vd/7 Si~~ . .' ., JEANM. BANE , , ' COMM. '1612024 I NOTMV PUa.lC .CAlJRWIA ~ YOLO COUNTY ... Comm. Exp. OCT. 9, (Seal) . ADDITIONAL OPTIONAL INFORMATION lNSTRUCTIONS FOR COMPLETING THIS FORM Any acknowledgment oompleted in California must contain verbiage exactly as appears above in the notary section or a separale acknowledgment form must be proper(v completed and attached 10 thai document. The only exception is if a document is to be recorded outside of California. In such instances. any alternative acknowledgment verbiage as may be printed on such a document so long as the verbiage does nol require the notary to do something that is illegal for a notary in California (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form if required. DESCRlPTlON OF THE ATTACHED DOCUMENT d:;.q () /' ~;/rd*i l::r:;ue/aJJmtYLI (Title or descriptio of attached ckx:ument) 4g;e-ern&d- - (Title or description of attached document continued) Number of Pages _ Document Date ~.er jJa-~ (Additional information) CAPACITY CLAIMED BY THE SIGNER o Individual (s) ~ orat5rOfficer ;er F!t (Title) r- Partner(s) ':::::: Attorney-tn-Fact T rustee( 5 I Other . State and County infonnation must be the State and County where the document si~r(s) persolllally appeared before the notary public for acknowledgment. . Date of notarization ml1St be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. · The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). . Print the name(s) of document signer(s) who personally appear at the time of notarization, . Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. Ile/sheJ~ is 1_ ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. · The notary seal impression must be clear and photographically reproducible, Impression must not cover text or lines. If seal impression smudges. re-seal if a suffiCIent area permits, otherwise complete a different acknowledgment form. . Signature of the notary public must match the signature on file with the office of the county clerk, ~ Additional information is not requIred but could help to ensure thIS acknowledgment is not misused or attached to a different docwnent, -I.. Indicate title or type of attached document, numbet of pages and date. ". Indicate the capacity claimed by the signer, If the claimed capacity is a corporate officer. indicate the title (u:, CEO. cro. Secretary i · Securel:1 attach this documeOl to the Signed document D' Arpino Trust: Church: HO 18200 1 1600620-1 The D' Arpino Revocable Trust By ~ 5J~ icholas D' Arpmo, Trustee By; ;feu _~cfj~ Rae M. D' Arpino, rustee South Valley Community Church Inc., a California non-profit corporation 58 STATE OF California COUNTY OF Santa Clara 30e On October. 2007 before me, OOf\D-~W~ f ~ nJo\ic (Name of Notary Pu5lic) personally appeared Nicholas D'Arpino and Rae M. D'Arpino p@rsEmally Im6wfl to me (or proved to me on the basis of satisfactory evidence) to be the person~hose name~~.: subscribed to the within instrument and acknowledged to me that hefshe1they executed the same in. r/their authorized capacity~ and that by Hisffler/their signatur~n the instrument the perso~or the entity upon behalf of which the person~cted, executed the instrument. WITNESS my hand and official seal. (Si9~r!!:~1 ~-~~ .~ ~":~2~ J ! Notary PublIc . California j Santo Clara COI.W\ty - j ~ _ _ ~:~~~_~3~20~ol (This area for notarial seal) (notary)(07-02) STATE OF California COUNTY OF Santa Clara On October/~o07 before m~ ~ uJ.aIIA(!~ Itl~~rt{ AJltt..---- (Name of Notary Public) / U . personally appeared Y-eo If A: -..::lAels~ , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s);iS/)re subscribed to the within instrument and acknowledged to me that he/she/they executed the same in l~er/their authorized capacity(ies), and that by his[tller/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)"&ted, executed the instrument. official seal. " (This area for notarial seal) (notary)(07-02) EXHIBIT A LEGAL DESCRIPTIONS AND PLATS OF THE SUBJECT PROPERTY All of that real property in the City of Gilroy, County of Santa Clara, State of California, more particularly described as follows and shown on the Attachments attached to this Exhibit A and made a part hereof: 1 HO] 8200]/600620-1 LEGAL DESCRIPTION FOR THE HOEY NORTH PROPERTY APN 783-04-019 (portion within Specific Plan Area) All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: A portion of that certain parcel of land described in the Lot Line Adjustment filed as Document Number 15579155, Records of Santa Clara County, being more particularly described as follows: - BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the southeast corner of said parcel; thence running along said centerline 1) S89020'07"W, a distance of 684.04 feet; thence continuing along said centerline 2) N88059'52"W, a distance of 418.21 feet; thence leaving said centerline 3) N12037'38"E, a distance of33.69 feet; thence 4) N88059'52"W, a distance of 307.66 feet to a point on a westerly line of said parcel; thence running along said westerly line 5) NOOo 17'23 "W, a distance of 1,172.38 feet; thence leaving said line 6) N89039'57"E, a distance of 578.15 feet; thence 7) N89058'3l "E, a distance of 829.64 feet to a point on the easterly line of said parcel; thence running along said easterly line 8) SOooOl'29"E, a distance of 1,213.73 feet to the POINT OF BEGINNING. Containing 1 ,697,825.19 square feet or 38.9767 acres, more or less. END OF DESCRIPTION. 2 HO]8200]/600620-1 LEGAL DESCRIPTION FOR A PORTION OF THE HOEY WEST PROPERTY APN # 810-20-011 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: A portion of Parcel A, as said parcel is shown on the Record of Survey Map filed in Book 316 of Maps, at page 48, Recurds of Santa Clara County, being more particular! y described as follows: - BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being a northeast corner of said parcel; thence leaving said centerline 1) SO 1 o08'22"E, a distance of 592.80 feet; thence 2) S88051'38"W, a distance of 647.40 feet; thence 3) SOl o08'22"E, a distance of211.56 feet; thence 4) S8703l'18"W, a distance of213.42 feet; thence 5) N74010'53"W, a distance of 133.67 feet; thence 6) S84006'52"W, a distance of 113.12 feet; thence 7) S82055'46"W, a distance of294.77 feet; thence 8) S87024'25"W, a distance of 177.55 feet; thence 9) NOoo39'04"W, a distance of 848.45 feet to a point in said centerline; thence running along said centerline 10) S88059'52"E, a distance of714.08 feet; thence continuing along said centerline 11) N89020'07"E, a distance of851.26 feet to the POINT OF BEGINNING. Containing 1,136,294.30 square feet or 26.0857 acres, more or less. END OF DESCRIPTION. 3 HO 18200 1/600620-] LEGAL DESCRIPTION FOR A PORTION OF THE HOEY WEST PROPERTY PLUS ALL OF THE HOEY EAST PROPERTY APN # 810-20-013 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: All of Parcel 2, as said parcel is shown on the Parcel Map filed in Book 663 of Maps, at Page 14, Records of Santa Clara County, being more particularly described as follows: BEGINNING at the most northeast corner of said parcel; thence running along the easterly line of said parcel 1) SOoo15'49"E, a distance of 934.32 feet to the northerly line of Tract 8962, as said tract is shown on the map filed in Book 696 of Maps, at Page 22, Records of Santa Clara County; thence running along said northerly line 2) S36003'31"W, a distance of 129.40 feet; thence continuing along said northerly line 3) N69032'59"W, a distance of 182.00 feet; thence continuing along said northerly line 4) N44014'19"W, a distance of692.95 feet; thence continuing along said northerly line 5) N63018'49"W, a distance of352.70 feet; thence continuing along said northerly line 6) S80006'21"W, a distance of 475.20 feet; thence continuing along said northerly line 7) S57003'51"W, a distance of 211.50 feet; thence continuing along said northerly line 8) S62030'5l "W, a distance of 325.1 0 feet; thence continuing along said northerly line 9) S80048'08''W, a distance of 415.85 feet; thence leaving said northerly line 10) NOoo07'49"W, a distance of399.79 feet; thence 11) N89059'51 "W, a distance of240.66 feet; thence 12) NOoo39'04"W, a distance of387.86 feet; thence 13) N87024'25"E, a distance of 177.55 feet; thence 14) N82055'46"E, a distance of294.77 feet; thence 15) N84006'52"E, a distance of 113.12 feet; thence 4 HO] 8200]/600620-1 16) S74010'53"E, a distance of 133.67 feet; thence 17) N87031 '18"E, a distance of213.42 feet; thence 18) SOl008'22"E, a distance of214.84 feet; thence 19) N87036'03 "E, a distance of 196.55 feet; thence 20) N5l o35'53"E, a distance of362.06 feet; thence 21) N72047'33"E, a distance of 169.36 feet; thence 22) S86047'17"E, a distance of206.97 feet; thence 23) S65057'07"E, a distance of 348.58 feet; thence 24) N89043'53"E, a distance of536.11 feet to the POINT OF BEGINNING. Containing 1,629,807.44 square feet or 37.4152 acres, more or less. END OF DESCRIPTION. 5 HO 18200 1/600620-] LEGAL DESCRIPTION FOR A PORTION OF THE GOLDSMITH PROPERTY APN # 810-21-001 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: A portion of Parcel A, as said parcel is shown on the Parcel Map filed in Book 326 of Maps, at Page 35, Records of Santa Clara County, and being more particularly described as follows: BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the northeasterly corner of said Parcel A; thence leaving said centerline, and running along the easterly line of said parcel 1) SOoo06'41 "W, a distance of 2,386.61 feet to a point on the northerly line Tract 8962, as said Tract is shown on the map filed in Book 696 of Maps, at Page 22, Records of Santa Clara County; thence running along said northerly line 2) N85037'56"W, a distance of239.44 feet; thence continuing along said northerly line 3) N770l8'36"W, a distance of 196.05 feet; thence continuing along said northerly line 4) N83012'06"W, a distance of 110.30 feet; thence continuing along said northerly line 5) N67030'56"W, a distance of 83.95 feet; thence continuing along said northerly line 6) N38041'06"W, a distance of 60.95 feet; thence continuing along said northerly line 7) N33022'56"W, a distance of 113.60 feet; thence continuing along said northerly line 8) N56033'56"W, a distance of 102.21 feet to a point on the westerly line of said Parcel A; thence running along said westerly line 9) NOooI5'49"W, a distance of 2,057.15 feet to a point on said centerline; thence running along said centerline 1 0) N89020'07"E, a distance of 717.08 feet; thence continuing along said centerline 11) N80057'01 "E, a distance of 1 01.32 feet to the POINT OF BEGINNING. Containing 1 ,851 ,311.66 square feet or 42.5003 acres, more or less. END OF DESCRIPTION. 6 HOI8200]/600620-1 LbGAL DESCRIPTION FOR A PORTION OF THE GOLDSMITH PROPERTY APN # 810-20-005 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: All of that parcel of land depicted on the Record of Survey Map filed in Book 250 of Maps, at Page 21, Records of Santa Clara County, and shown as containing 16.738 acres (net), being more particularly described as follows: BEGINNING at a point on the centerline of the Hecker Pass Highway, said point also being the northeast corner of said parcel; thence leaving said centerline, and running along the easterly line of said parcel 1) SOoo 15'49"E, a distance of 912.22 feet; thence 2) S89043'53 "W, a distance of 536.11 feet; thence 3) N65057'07"W, a distance of348.58 feet; thence 4) NOl o08'22"W, a distance of762.78 feet to a point on said centerline of Hecker Pass Highway; thence running along said centerline 5) N89020'07"E, a distance of865.46 feet to the POINT OF BEGINNING. Containing 757,955.66 square feet or 17.4003 acres, more or less. END OF DESCRIPTION. 7 HO 18200 1/600620-1 LEGAL DESCRIPTION FOR THE FILICE PROPERTY APN # 810-21-003 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: All of Lot C, as said lot is show!l on the map filed in Book F of Maps, at Page 69, Records of Santa Clara County, being more paIiicularly described as follO\vs: BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the northeasterly corner of said Lot C, thence leaving said centerline and running along the easterly line of said lot 1) SOoo04'43"W, a distance of2,705.42 feet; thence 2) N89058'19"W, a distance of 562.90 feet to a point on the westerly line of said lot; thence running along said westerly line 3) NOooOl '41 "E, a distance of 2,615.1 0 feet to a point in said centerline; thence running along said centerline 4) N80057'01 "E, a distance of 572.45 feet to the POINT OF BEGINNING. Containing 1 ,500,581.53 square feet or 34.4486 acres, more or less. END OF DESCRIPTION. 8 HO 18200 1/600620-1 LEGAL DESCRIPTION FOR THE FRATELLI PROPERTY APN # 810-21-007 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: Being a portion of Lot D, as said lot is shown on the map filed in Book F of Maps, at Page 69, Records of Santa Clara County, being more particularly described as follows: BEGINNING at a point on the centerline of the Hecker Pass Highway, said point also being the northwesterly corner of said lot; thence running along said centerline 1) N80057'01 "E, a distance of 622.94 feet; thence leaving said centerline, and running along the easterly line of said lot 2) SOooOl'41 "W, a distance of2,575.10 feet to a point on the northerly line of Tract 8962, as said Tract is shown on the map filed in Book 696 of Maps, at Page 22, Records of Santa Clara County; thence running along said northerly line 3) N89058'19"W, a distance of200.00 feet; thence continuing along said northerly line 4) N82022'38"W, a distance of 151.33 feet; thence continuing along said northerly line 5) N440 18'36"W, a distance of98.17 feet; thence continuing along said northerly line 6) N89058'19"W, a distance of 200.00 feet to a point on the westerly line of said Lot D; thence running along the westerly line of said lot 7) NOoo06'4l "E, a distance of2,386.6l feet to the POINT OF BEGINNING. Containing 1,534,952.42 square feet or 35.2377 acres, more or less. END OF DESCRIPTION. 9 HO 18200 1/600620-1 LEGAL DESCRIPTION FOR THE ARIAS TRUST PROPERTY APN # 810-20-004 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: All of Parcell, as said parcel is shown on the Parcel Map filed in Book 287 of Maps, at page 24, Records of Santa Clara County, being more particularly described as follows: BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being a northwesterly corner of said parcel; thence running along said centerline 1) N89020'07"E, a distance of 206.3 8 feet; thence leaving said centerline 2) SOl 008'22"E, a distance of762.78 feet; thence 3) N86047'17"W, a distance of206.97 feet; thence 4) Sn047'33"W, a distance of 169.36 feet; thence 5) S51 035'53 "W, a distance of 362.06 feet; thence 6) S87036'03 "W, a distance of 196.55 feet; thence 7) NOl 008'22"W, a distance of 426.40 feet; thence 8) N8805l '38"E, a distance of 647.40 feet; thence 9) N01 008'22"W, a distance of 592.80 feet to the POINT OF BEGINNING. Containing 358,576.81 square feet or 8.2318 acres, more or less. END OF DESCRIPTION. 10 HO] 8200 1/600620-1 LEGAL DESCRIPTION FOR THE BANKlRALEYS PROPERTY APN # 810-20-015 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: All of Parcel A, as said parcel is described in the Lot Line Adjustment filed as Document Number 14139227, Records of Santa Clara County, being more particularly described as follows: BEGINNING at a point on the southerly line of the Hecker Pass Highway, said point also being on the westerly line of Parcell, as said parcel is shown on the Parcel Map filed in Book 380 of Maps, at Page 42, Records of Santa Clara County; thence leaving said southerly line, and running along said westerly line of said Parcel 1 1) SOl 001 '51 "E, a distance of262.81 feet; thence 2) S49058'09"W, a distance of25.01 feet; thence 3) S00050'51 "E, a distance of 589.1 0 feet; thence 4) S81 009'51 "E, a distance of 51.96 feet; thence 5) S88025'51 "E, a distance of 1 07.09 feet; thence 6) S81 040'51 "E, a distance of58.77 feet; thence 7) S88003'51 "E, a distance of 138.22 feet; thence 8) N8502l '09"E, a distance of 77.50 feet; thence 9) N68020'09"E, a distance of 186.73 feet; thence 10) N78047'09"E, a distance of 80.95 feet; thence 11) SOo039'04"E, a distance of 387.52 feet to the beginning of a non-tangent curve to the right, from which the radius point bears N04037'04"W, a radial distance of 65.00 feet; thence 12) Westerly along said curve, through a central angle of 04037'08", a distance of 5.24 feet; thence 13) N89059'55"W, a distance of 88.59 feet to the beginning of a curve to the left having a radius of 1 ,360.00 feet; thence 14) Westerly along said curve, through a central angle of 13040'00"; a distance of 324.40 feet; thence 11 HO 18200 1/600620-] 15) S76020'05"W, a distance of 499.27 feet to the beginning of a curve to the right having a radius of 632.00 feet; thence 16) Westerly along said curve, through a central angle of 23025'00"; a distance of258.30 feet to the beginning of a compound curve to the right having a radius of 193.00 feet; thence 17) Northwesterly along said curve, through a central angle of 49007'00", a distance of 165.45 feet; thence 18) N31 007'55"W, a distance of282.74 feet; thence 19) N30048'46"W, a distance of412.l0 feet; thence 20) N67003'46"W, a distance of77.84 feet; thence 21) N49001'16"W, a distance of98.97 feet; thence 22) N31 006'46"W, a distance of 155.48 feet; thence 23) N37009'46"E, a distance of73.02 feet; thence 24) N35002'17"W, a distance of 338.15 feet to a point on said southerly line of the Hecker Pass Highway; thence running along said southerly line 25) N85033'16"E, a distance of 1,343.67 feet to the POINT OF BEGINNING. Containing 1 ,483,878.61 square feet or 34.0652 acres, more or less. END OF DESCRIPTION. 12 HO 18200 1/600620-1 LEGAL DESCRIPTION FOR THE GIACALONE PROPERTY APN # 810-20-006 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: All of Parcel 1, as said parcel is shown on the map filed in Book 380 of Maps, at Page 42, Records of Santa Clara County, being more particularly described as follows: BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the northeast corner of said parcel; thence leaving said centerline, and running along the easterly line of said parcel 1) SOo039'04"E, a distance of 434.06 feet; thence 2) S89020'09"W, a distance of 687.21 feet; thence 3) NOo050'51 "W, a distance of 115.78 feet; thence 4) N49058'09"E, a distance of 25.01 feet; thence 5) NOl 001 '51 "W, a distance of 295.87 feet to a point on said centerline; thence running along said centerline 6) N85033'16"E, a distance of 274.32 feet; thence continuing along said centerline 7) S88059'52"E, a distance of396.69 feet to the POINT OF BEGINNING. Containing 295,713.25 square feet or 6.7886 acres, more or less. END OF DESCRIPTION. 13 HO 18200 ]/600620-1 LEGAL DESCRIPTION FOR A PORTION OF THE CHURCH PROPERTY APN # 810-21-004 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: All of that parcel of land shown as containing 13.326 acres (net) on the Record of Survey map filed in Book 190 of Maps, at page 2, Records of Santa Clara County, being more particularly described as follows: BEGINNING at a point in the centerline of the Hecker Pass Highway, said point also being the northwesterly corner of said lot; thence running along said centerline 1) N80057'01''E, a distance of217.14 feet to the northeast corner of said parcel; thence leaving said centerline, and running along the easterly line of said parcel 2) SOoo02'56"W, a distance of 2,739.68 feet to the southeast corner of said parcel; thence running along the southerly line of said parcel 3) N89058'19"W, a distance of215.80 feet to the southwest corner of said parcel; thence running along the westerly line of said parcel 4) NOoo04'43"E, a distance of2,705.42 feet to the POINT OF BEGINNING. Containing 585,604.04 square feet or 13.4436 acres, more or less. END OF DESCRIPTION. 14 HO] 8200 1/600620-] LEGAL DESCRIPTION FOR A PORTION OF THE CHURCH PROPERTY APN# 810-21-005 All that real property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: A portion of Lot B, as said lot is shown on the map filed in Book F of Maps, at Page 69, Records of Santa Clara County, and being more particularly described as-follows: BEGINNING at a point in the centerline of the Hecker Pass Highway, said point located at the intersection of the northerly prolongation of the easterly line of said Lot B with said centerline; thence leaving said centerline, and running along said easterly line and prolongation thereof I) SOooOl'13 "W, a distance of2,773.94 feet; thence leaving said easterly line 2) N89058'19"W, a distance of 215.80 feet to the southeasterly comer of the parcel of land shown as containing 13.326 acres (net) on the Record of Survey map flied in Book 190 of Maps, at page 2, Records of Santa Clara County; thence running along the easterly line of said parcel of land 3) NOoo02'56"E, a distance of 2,739.68 feet to a point III said centerline of Hecker Pass Highway; thence running along said centerline 4) N80057'01 "E, a distance of217.14 feet to the POINT OF BEGINNING. Containing 593,022.11 square feet or 13.6139 acres, more or less. END OF DESCRIPTION. 15 HO 18200 1/600620-1 HO 18200 1/600620-] ATTACHMENT TO EXHIBIT A PLA TS OF EACH PORTION OF THE SUBJECT PROPERTY 16 PLA T OF THE HOEY NORTH PROPERTY APN 783-04-019 (portion within Specific Plan Area) j I I jz .0 . 0 <0 'd nco I;:; <<i~ ,1.0 I- I I.~ ~8 . N I!:'" i~ ~;'j ~I~ "'. ~l I ! i i I L2 1 p,o.B~i - - ~ --A~~~~-+--l1rd.ll~~----j.~.. \ . HOEY PARCEL A 316-101-48 LEGEND P.O.B. POINT OF BEGINNING BOUNDARY LINE CENTERLINE EX/SliNG LOT UNE RIGHT-OF-WAY LINE TOTAL DIMENSION (T) o 300 ~ SCALE IN 600 I FEET: 1"= 300' 900 I TRACT 8136 605-M-8 >- o 0:: ...J <:5 ! i i I i i Iz 10 1"1 \" i~ i::: I~ ..... "! N8J'39'5?.:u?..lUL._ ..... o >- I- <3 GIACALONE PARCEL 1 380-101-42 '; I EXHIBIT FOR THE LANDS OF HOEY APN # 783-04-019 SA.~TA CLARA COUNTY, CALIFORNIA HO 18200 1/600620-1 ~ I LINE TABLE LINE BEARING DIST L1 N12'37'38"E 33.69' L2 N88'S9'S2"W 307.66' L3 N30'S9'01 "E 200.28' L4 NS9'04'S3"W 28S.68' - PARCEL 8 611-M-9 TRACT 9545 775-M-7 ::; ~<I ~---. 1'185'52'3"[ 402.56 0; "" <0 .., .<.1 '" .'" "- :-> '" '" N89'58'3,'E 829.64' ---.-------------J..,f------ HOEY LOT UNE ADJUST:YENT DOCUMENT I 15579155 ... o ill i:n o. BOEY LOT UNE ADJUST:YENT DOCUlUKNT , 15579155 ~uggeri - JenSen - 'AZ:!-, &.. Associates _ 8055 CAMINO ARROYO. GILROY, CA 95020 PHONE, (408) 5413-0300. FAX, (408) 848-0302 SCALE: I DATE: I JOB NO.: 1" = 300' 01-06-06 994001 17 PLAT OF A PORTION OF THE HOEY WEST PROPERTY APN 810-20-011 I HOEY I ClTY Of i LOT UNE ADJUSTMENT TRACT 81.36 GILROY i DOCUMENT II 15579155 605-M-8 - ~'----mS"5h1"W/i4-:08'"'---lli:..Q<~A-'-N1i9'20'On-8')}D6....--j--T \~'I' - P.O.B. I W~N \-< z I ~~T \~fl 9'1 ~W~I~ d ;3~ I 1< ~ -<-<fil 101- N ' Gn.,.., '~I~ BOEY ,i! ! 1;1; rt:Sr-.~ ~ '\ mlE:JlAIC -r '" ~'::::mL~ "<\ ~ ; ~::' Iz N88'51'38'E 647.40' -1 ::E I I ,---------.---- ....J::E . r t5c!, i ~i ~'" , I ~.--c;--r,.G--"lL ~~-<~~I ~~;;j;;l:!: i ___ .mu~"" HOEY ~~~~""'Z:z. PARCEL 2 ~ ~ 663-101-13 "'~ :J~ u S5 ...J Cl ARIAS PARCEL 1 287-M-24 LEGEND P.O. B. POINT OF BEGINNING BOUNDARY LINE - - - - - CENTERLINE EX/SliNG LO T LINE RIGHT-OF-WAY LINE LINE TABLE LINE BEARING L1 N01'OS'22"W L2 NS7"31'IS"E L3 N74'10'53"W L4 NS4'06'52"E LS NS2'S5' 46"E L6 N87"24'25"E DIST 211.56' 213.42' 133.67' 113,12' 294.77' 177.55' o 300 600 900 SCALE IN FEET: 1 "= 300' SANTA CLARA COUNTY, CALIFORNIA ~Wf.n~ Assoc~ates 6055 CAMINO ARROYO. GlLROY, CA 95020 PHONE, (<08) 648-0300. FAX, (4D6) 846-0302 SCALE: DATE: JOB NO.' l' = 300' 01-06-06 994001 EXHIBIT FOR THE LANDS OF HOEY APN # 810-20-011 18 HO 18200 1/600620-1 PLAT OF A PORTION OF THE HOEY WEST PROPERTY PLUS ALL OF THE HOEY EAST PROPERTY APN 810-20-013 P,D.B. '- o 400 ~ SCALE IN HO 18200 1/600620-1 LINE L1 L2 L3 L4 LS L6 L7 L8 L9 L10 L11 L12 L13 L14 L15 L16 L17 L18 L19 L20 LINE TABLE BEARING N36'03'31'[ N69'32'S9'W N63'18' 49'W N57'03'51"E N62'30'Sl'E N80'48'08"E NOO'07' 49"W N89'59'51'W NOO'39'04"W N87'24'25"[ N82'5S'46'E N84'06'52"E N74'10'53'W N87'31'18"E N01'08'22'W N87'36'03'E N51'35'53'E N72'47'33"E N86'47'17"W N65'57'07'W LEGEND .~ u""': w"" G:z ~~ <:h:<Vl~ I. ~8 \ ~~ Or-- :::f~ \ ~~LUZ \ \;;::k I ~'-'~'" I ~~~~ '\ PARCEL MAP tJ "" ~ g ~ Ii. 'r' n'~ >-.og ,380-101-42 g~ I g~\l!~ ---~~----r- ~ :J::I r' II I g~'~ 0\ I ~_.J______J \ I \ L7 -::\ r \(; '}' II >- oJ) \ s z~ '. f'-} VI We>> , HOEY ~ ~:;; \ :2, PARCEL A CL >- OJ ~ ~, 316-M-48 ." 1 ffi ~Q" \ r:::, OILU~ \\ U5 "'i r ~~ 800 1 2100 {\.. ~\l ARIAS II I' ...J () PARCEL 1 1"= 400' ~ 287-101-24 \~ ~> .\' I ,~ .... l~ " \~ ,~l!, ~ L_-___ ' 1 663-:11-13 ~,I , ~, /::; )----, "' ,/ 3/ I ~! . ~, .~. I I g~ ...(;.~~~ 211 GOLOSMITH SEEDS I, .'" ;-; RECORD OF SURVEY /.:.. I 250-M- 21 I ('~" ~i >0, i::y ~I I' l~. P.D,B;"-"~l ~____ N02]5'4~~~:E:.____~ I ~~ I ~, ...J::I; ~~ "'"' I ~Cl) POINT OF BEGINNING BOUNDARY LINE CENTERLINE EXISTING LOT LINE R/GHL.OF - WA Y LINE " Z z::...- FEET: DIST 129.40' 182.00' 352.70' 211.50' 32S.10' 415.85' 399.79' 240.66' 387.86' 177.55' 294.77' 113.12' 133.67' 213.42' 214.84' 196.55' 362.06' 169,36' 206,97' 348.58' TRACT 8962 696-M-22 LOT E 'F' -101-9 GOLDSMITH SEEDS PARCEL A 326-M-35 EXHIBIT FOR THE LANDS OF HOEY APN # 810-20-13 ~UJ~;:n- - 'Az~!: Associates 8055 CAt.lINO ARROVO. GILROY. CA 9502.0 PHCN[o (4Q8) 6411-0JOO.. FAX. (406) 646-0J02 SCALE: I DATE: I JOB NO.' l' = 400' 01-06-06 994001 SA."ITA ClARA COUNTY, CALIFORNIA 19 PLAT OF A PORTION OF THE GOLDSMITH PROPERTY APN 810-21-001 TRACT 8136 ! 605-M-B . PARCEL MAP 667-M-29 - - -,----- I I I I I i i i I i i~ ~O 1-' I': I~ I~ "" I~ PASS gJ~ WO< bliilC;; f!'1.-::!' ;iot!, ",Oil) '3~N 00 ",W 0< GOLDSllITH SEEDS PARCEL A 326-)(-36 N'" )-..JI wW::!' 001 :cO<", ""\0 a. <0 I , i ~ ! ~;> " I .~ I -+-._ L2 1 TRACT 8962 ~_ I 696-101-22 LOT E "r" -M-9 EXHIBIT FOR THE LANDS OF GOLDSMITH SEEDS APN # 810-21-001 SANTA CLARA COUNTY, CALIFORNIA HO 18200 1/600620-1 ~ -~......- - ~- j P,O.B. I I i i i ! ! I j I ! .J ~i ~l tl ....1 :g' 81 z' i LEGEND P.O.B. POINT OF BEGINNING BOUNDARY LINE CEN TERLlNE EXISTING LOT LINE RIGHT-OF-WAY LINE z z "" > CD 01 I-::!' 0_1 -'!o- LINE TABLE LINE BEARING L1 N85'37'56"W L2 N7718'36"W L3 N83'12'06"W L4 N67'30'S6'W L5 N38'41'06"W L6 N33'22'56"W L7 N56'33'S6"W L8 N80'S7'01"E DIST 239.44' 196.05' 110.30' 83.95' 60.9S' 113.60' 102.21' 101,32' " o 300 ~ SCALE IN 600 FEET: 1 "= 300' ~UJ~;~h- - 'Azar ~ Associates 8055 CAMINO ARROYO' GILROY, CA 95020 PHONE: (408) 648-0300" FAX, (408) 848-0302 SCALE: DATE: I JOB NO.: 1" = 300' 01-06-06 994001 20 I ~ ]~ 900 I PLAT OF A PORTION OF THE GOLDSMITH PROPERTY APN 810-20-005 , I i l~ _~ It~ Vl-1 I ..... :>~::l 'I~ ~~r!. _ n.(X) ,i1l N Ii" IOj. i I ! GOLDSlIITH SEEDS RECORD OF SURVEY 250-M-21 '" o ~<:!l ...JI E~::l :::E",I V)-<~ 0<1.,., 5 o 0> wi I-:::E 01 ...Jis- P.D.B. POINT OF BEGINNING BOUNDARY LINE CENTERLINE EXISTING LOT LINE RIGHT-OF-WA Y LINE o 300 ~_ I SCALE N 600 1m FEET: 1 "= 300' 900 I LEGEND SA."iTA CLARA COUNTY, CALIFORNIA ~Uggeri - Jensen - 'Azar &. Associates n B055 CAMINO ARROYO, GILROY, CA 95020 PHONE, (408) &18-0300. FAX, (408) 848-0302 SCALE: DATE; JOB NO.: 1" = 300' 01-06-06 994001 EXHIBIT FOR THE LANDS OF GOLDSMITH SEEDS APN # 810-20-005 21 HO 18200 1/600620-1 PLAT OF THE FILICE PROPERTY APN 810-21-003 FIlJCE I i i I i RO i 190-M 2 I I I i i -~I ~! ~i "', ;,., gi Z! j i 1 i I 1 i i I I i i I I I I I I / I POINT OF BEGINNING BOUNDARY LINE CENT!:RLlNE EXISTING LOT LINE RIGHT-OF-WA Y LINE I I ~~ I::? Z I~ il 'w > l~ !f:> i~ i i I I <>>: 01' I- :::!' I g(! S! i i j ! ---L___...!:1..__ TRACT 9374 745-M-13 '0 Itr I~ l'j '6 1m 1-< IV) ,w 1m i~ I~ IV) I I I I o >-'" w:::> ~i5 >>- F~ :::>:::> 0:::10 V)~ o I o >-'" 'j::> ~G >,. I- FZ ::>::> 0:::10 (/)::1 o u i 1 I , LOT C "F"-M-9 LO B "F"- -9 i I I LINE Ll L2 OIST 562.90' 572.45' ROS 27D-M-22 622-M-44 , , 1 I TRACT 8962 696-M-22 ~- '/ I o 400 ~ SCALE IN 800 1200 I FEET: 1"= 400' Sk"TA CLARA COUNTY, CALIt'ORNIA ~Uggeri - Jensen - 'Azar ~ ~iates ~_ 8055 CAMINO ARROYO. C1LROY, CA 95020 PHONE, (408) 8;'8-0300. FAX, (;'08) 8;'8-0302 SCALE; DATE; JOB NO.: 1" = 400' 01-06-06 994001 EXHIBIT FOR THE LANDS OF FILICE APN # 810-21-003 22 HOI82001/600620-1 PLAT OF THE FRATELLI PROPERTY APN 810-21-007 LEGEND I P^RCE~~:; PARCEL MAP 506- 667-M-29 R-~'cS ~. l'\ ~.;.....,.:::::: :-'--::'~"E 622,94' -lI- NBO'S , ' lJ! P.O,B., I i j I i ! i I~ '0--:1: i~ ~. ,~ ~i I: ~ VANNI WI :~ ::i !g ~I,l i~ : I I I i 1 I I il ' LOT D I i, '~-M-9 , i j , i I ----------.Lb.-:'"""'-<i' i "lo-l.~__~~~ TRACT 8962 696-1.4-22 P.O.B. POINT OF BEGINNING BOUNDARY LINE CENTERLINE EXIS77NG LOT LINE RIGHT-OF-WAY LINE <n o w lX<~ jEG:l:i ~~J, <n<N ga.,..., o C) w u :J G: en wi >--~ 01 ...J' I'- '" Ul >--~ 01 ...Jf- L1N E TABLE I LINE BEARING DIST L1 NS9'5S'19"W ZOO.OO' L2 N8Z'ZZ' 3S"W 151,33' L3 N44'18'36"W 98,17' L4 N89'SS'19"W ZOO.OO' o 400 ~ SCALE IN 800 I =-EET: 1 "= 400' EXHIBIT FOR THE LANDS OF VANNI APN # 810-21-007 ~uggeri - 1'-Jensen - 'Azar ~ Associates 8055 CAMINO ARROYO. <;lLROY, CA 95020 PHONE: (408) 648-0300. FAX: (408) 646-0302 SCALE: DATE: I JOB NO.: 1" = 400' 01-06-06 994001 SANTA CLARA COUNTY, CAU)'ORNIA 23 HOI82001/600620-1 1200 I PLA T OF THE ARIAS TRUST PROPERTY APN 810-20-004 HOEY LOT UNE ADJUSTMENT DOCUt.4ENT # 15579155 _ _ _ _ _ ---..dE:!; TRACT 8136 605-t.4-8 A~ -;r----rr--l- - - p.O.B:,1 ! - .z I '0 I~ , d ' IOJ~ ~I i~' 61 !~ ~.I I~ ~! l~ ~I , N' I :,,1 I "'_I __-.J II r---N88'51 ~3a'E -64'7.40:-- , .z , I~ ARIAS l2 ~' I'" PARCEL 1 \."_--+-'------ '\:3 287-:1&-24, ......-" -~--1 ' ~'V l~ ~~~ I'" .,.~,"'" ?> .~:;/ ,I'; ,.."y ,- ~ry',.. L_.0..__..? HOEY PARCEL A 316-M-4-8 ~~ W<r w=>~ Ul(/)7 ~~1' ~Cl~ gr' <r HOEY PARCEL 2 663-M-13 LEGEND P.O.B. POINT OF BEGINNING --------- BOUNDARY LINE - - - - - CENTERLINE EXISlING LOT LINE RIGHT-OF-WAY LINE LINE TABLE LINE BEARING L1 N89'20'07"E L2 N86'47'17"w L3 N72'47' L4 N87'36 o 300 ~ SCALE IN 600 FEET: 1 "= 300' 900 I SANTA CLARA COUNTY, CAU~-ORNIA ~uggeri - 1'-Jensen - 'Azar &.. Associates __ 8055 CAMINO ARROYO. GILROY, CA 95020 . PHONE' (400) 648-0300. FAX' (408) 848-0302 SCALE: DATE: JOB NO.: 1" = 300' 01-06-06 994001 EXHIBIT FOR THE LANDS OF ARIAS APN # 810-20-004 24 HO 18200 1/600620-1 PLAT OF THE BANKlRALEYS PROPERTY APN 810-20-015 tD C '" 2 '" F '" o ~ CITY Of GILROY w~~~ >-~~~o; ~f-IIl::>!;; I~~g~ <(0""' - -~ j:'~-- ===+== -- - -==-.....:..:::=--N~'ri343-6'T--.-_.-' P 0" DBJl I tr.'-':---- - . , '=1 "'<?o\ I ~ ~ ~~~ ~ ~Ij <(~ ......' I J >--.J I oS. ~ . I 1/------==-- _-:- ~~! ~ o~ - CLn JW.EYS. PAcmC CAPITAL BANK N.A. I.] '><........ . LOT ~~~TIlENT 01 138O-M-42 lJ<, DOCUllENT ,U139227 ~I ;. ~: J <{,\ i ~\ I ----- ~ . ~N ~\ ROS ~ L5'- \.~ .;2 ,.. \ 29 M 16 L6 L7 :~ "'::2 ~..,\ - - \'" )-.~ I BONfANTE \ !~ ('5~~ PARCEL CO.. Ig I<(", LOT UNE ADJUSTMENT \ ,. a. <0 DOCUMENT #16348300 ~\'\. i ~"'-ci SEE':E~:~l~_'_ PARCEL MAP ~ --:--:;:--- 494-M-43 i? .........,-:( ~99.1 0;' __,-106'10'O'S 0<- --C5'- U>J"S CRt: P,O,B. \1 GIACALONE PARCELl 38o-M-42 i i i r I I ,-- LINE TA~- LINE BEARING DIST L1 N01 '01'51 "W 262,81' - L2 N49'58'09"E 25,01' L3 N81 '09'51 "w 51.96' L4 N88'25'51"W 107.09' L5 N81'40'51"W 58,77' L6 N88'03'51"W 138.22' L7 N85'21 '09"E 77.50' L8 N68'20'09"E 186.73' L9 N78'47'09"E 80.95' L10 N89'59'55"W 86.59' L11 N31'07'55"W 282.74' L12 N67'03'46"W 77.84' L13 N49'01'16"W 98.97' L14 N311J6'46"W 155.48' L15 N37'09' 46"E 73,02' LIX~END ~ i '....'1 p~ f"1 RALEYS. PACIFIC ::;"1 N_ CAPITAL BANK N.A. g~ltiG.J:J: z 001 N04'37'03"Wr I I~O') ~R) a. <D 11 0 C1._-- <0 ----+-mBONFANTE ~ PARCEL C LOT LINE ADJUSTMENT DOCUMENT #18348300 POIN T OF BEGINNING BOUNDAR Y LINE CENTERLINE EXISTING LOT LINE RIGHT-OF-WAY LINE CURVE C1 C2 C3 C4 CURVE TABLE LENGTH RADIUS DEL TA 5.24' 65.00' 4'37'08' 324.40' 1360.00' 13"4-0'00' 258.30' 632.00' 23'25'00" 165.45' 193.00' 49'07'00" DETAIL N,T,S, o 300 ~ SCALE IN 600 FEET: 1" 900 I 300' EXHIBIT FOR THE LANDS OF RALEYS, AND PACIFIC CAPITAL BANK, N.A. APN # 810-20-015 SANTA CLARA COUNTY, CALU'ORNIA ~UJ~;gn- - 'Az~~_&.. Associates .__ 8055 CAMINO ARROYO. GILROY, CA 95020 PHONE: (408) 848-0300. fAX, (408) 848-0302 SCALE: I DATE: I JOB NO.. 1" = 300' 01-06-06 994001 25 HO 18200 1/600620-1 PLAT OF THE GIACALONE PROPERTY APN 810-20-006 CITY Of GILROY HOEY LOT UNE ADJUSTMENT DOCUMENT # 15579155 -- N~s'33'16'E 274.32' N88'S9'S2"W J96.69' HECKER PASS __" - ---- - ~-~_ ---n'--'----------'-------~--'L- - -- - -- - \<iI' \ i P.O,B. ?J. \ :~ ~i \~I~ ;0, CHRIBJ.ObYf&.8~INO, 1:5 :.,. 1'> 'I' PARCEL 1 IIJ) I'~ (3 380-M-42 ~ ~ ...~ z, 0 I'" , I n ~ :~I~ RALEYS, PACIFIC _: ) , CAPITAL BANK N.A. -'\_ /- ", --- -----;d' PARCEL A N89"20'09'E'58721r LOT UNE ADJUSTMENT -----------"-"'+--;-TLONEOAKCOiJ DOCUMENT #14139227 1_ '.< /I-----n n_ PARCEL 2 PARCEL 3 I DARCEL 4 'I ROS I PARCEL MAP 'I 29-M-16 380-M-42 HOEY PARCEL A 316-M-48 LEGEND P.O.B. POINT OF BEGINNING ------- BOUNDARY LINE - - - - - CENTERLINE . .----.-- w ----- EXISlING LOT LINE RIGHT-OF-WAY LINE ! LINE TABLE LINE I BEARING I DI5T L1 INoo'50'51"W I 115.78' L2 I N49'58'09"E I 25.01' o 200 400 600 ~ I I SCALE IN FEET: 1 "= 200' EXHIBIT FOR THE LANDS OF CHRISTOPHER, D'ARPINO & GIACALONE APN # 810-20-006 SANTA CLARA COUNTY, CALIFORNIA ~UJ~;~h- - 'Az.~~!: Associates _ 8055 CAMINO ARROYO' GILROY, CA 95020 PHONE, (408) 848-0300. FAX, (408) 848-0302 SCALE: I DATE: I JOB NO.: l' = 200' 01-06-06 994001 26 HOI82001/600620-1 PLA T OF A PORTION OF THE CHURCH PROPERTY APN 810-21-004 FlUCE PARct:~~:~ ~tt.\.I-1J ...--r:::::: l1 i I I I I RO~ 190-Ml-2 i i i 1 I , I , I ~'" G wi i5 II~ ~~~, ~~ R ~u ~I' ~o !N > :: >~ t~ ~I~i 5~ lip 0 P:1 o::l! 0'" 0 "'~ '~ 8~i 0 i I I i I LO+TI B "F" -9 I I 1 I i : I L!c,~m LEGEND P.O. B. POIN T OF BEGINNING __'_u___ BOUNDARY LINE - - - - - CENTERLINE EXISlING LOT LINE RIGHT-OF-WAY LINE I I I I / TRACT 9374 745-M-13 I IS I=> o I~ Q:: I~ /~ IV> TRACT 6962 696-101-22 I I I I I I / I I ROS J 270-"'-22 I 622-101-44 '-----JI I LINE DIST L1 217.14' L2 215.80' LOT C "F" -"'-9 o 400 ~ SCALE IN 800 I FEET: 1"= 400' 1200 I EXHIBIT FOR THE LANDS OF SOUTH VALLEY COMMUNITY CHURCH APN # 810-21-004 SANTA CLARA COUNTY, CALI}'ORNIA ~uggert - 1'-Jensen - war &.. A~lates. _ 8055 CAMINO ARROYO" GlLROV, CA 95020 PHONE: (408) 848-0300. FAX' (408) 848-0302 SCALE: DATE: JOB NO.: 1" = 400' 01-06-06 994001 27 HO 18200 1/600620-1 PLAT OF A PORTION OF THE CHURCH PROPERTY APN 810-21-005 i I i I i ROJ 190-Ml-2 I Il ,=> /: ,~ I~ ,'" flUCE i I I I 1rI. i >-~ r~ ~~O ~, w::> I~ r--.,.I ~i5 i~ ~I >~ ~w >i .wl i!'z I~ 1rI .~I :;;J~ fN!:; PI 0-- .p 0 O' "'o::l ,'8 "':' ozl (j z 0 , i 0 i I i I ! I i LOtTI i3 'F" -9 i I i i 1 1 , Ll"U TRACT 9374 745-M-13 I I / I I I I I I I I I LOT C "F" -M-9 ROS 270-M-22 622-101-44 LINE L1 L2 o 400 ~ SCALE IN TRACT 8962 696-M-22 ~--, I POINT OF BEGINNING BOUNDARY LINE CENTERLINE EXISlING LOT LINE RIGHT-OF-WAY LINE DIST 215.80' 217.14' 800 FEET: 1 "= 400' 1200 I EXHIBIT FOR THE LANDS OF SOUTH VALLEY COMMUNITY CHURCH APN # 810-21-005 SANTA CLARA COUNTY, CALU'ORNIA ~uggerl - Jensen - ,^z!!: Associates 8055 CAMINO A.RROYO. GILROY. CA 95020 PHONE, (<08) 8<8-0JOO" FAX' '<08) 8<8-0J02 SCALE: DATE: JOB NO.; 1" = 400' 01-06-06 994001 28 HO 18200 1/600620-1 EXHIBIT A-I MAP OF SUBJECT PROPERTIES 29 HOI82001/600620-1 HO 18200 I /600620-1 uJ <( r- U l..LJ cr:: Z ,'1 W Z Z /''''- <( I- -1 1..1. 0.. <( <( 0::: U C) c::: Z U 0::: LLl 0 0.. l1... 1O U1 =:i 0 <( 0 (f) U N (f) 0::: <( ~ w CL 0 m 0::: 0::: :2 -1 W W y:: 0 > U 0 W z ::r: '--./ l..L uJ n (J) <( (J) uJ cr:: uJ CL ,.... '-...i cr:: l u uJ ~ J CD --, -./ (J) ,. '" '" 0 '" z ::> iil '" z :t :3 0 Cl '" Z 0. 0. Ld " u 0 8 " LLJ '" ....J "- ::J '" '" :, ",>- ...'" E~ "'0 '", 0. t. '" ~ a. ;;: '" o z ~ LJ f-- <{ f <f) >- <( 3: I CJ I ;;} ~ ~ 1"'" tj~ ~~ if ::j~ j:<lw ...n t:~ tr :.ie:; ~ ~~ >-~ ~o ;z:&: ~~ =\- .~...~ It -1 ~ o " a. v> ~ ;( ? '" !" 30 rY o LL >-8<( n::O::::tL <(<(0 ZCL -Wf- (/)~[YZ --'O.W (9 LJ > ZCl::ZW o....LJ Ui Wid <( CDI iE~Wf- Z>Z ~O::;;-:i <(t3(/)~f5 WZZ<(> iYW<(f-O ) a:: ...J W Cl fC-WCLD SlOa::w-l :.Ja::WiY:;:: a:: f....O tJ;Cl::~::>(/) ;;22::>w~ LL C~) -.J ZOW:5CL . WlrO LL~~rY!2! o "..1 UO.0 f-:.Jf-CIJ ~?;g::<(G a::D(Il~<{ ClZ<( CIJ <(<(rY....J o uj?~~.l:.! (/)<( Of- -:.JWrY ;:r::f-ZCL~ CLOCLU ..WCIJ<{::J LdU~ LL f-ZU>-Z 00<(f-0 ZUCIJOU '0 g '" "'0 g " ~ ..~ .. = 0 tj g w u. ~ w ~ on 0 EXHIBIT B APPROVED ENTITLEMENTS 1. Final Environmental Impact Report Resolution No, 2005-02, dated January 18,2005, 2, General Plan Amendment Resolution No. 2005-03, dated January 18, 2005. 3, Zoning Amendment Ordinance No. 2005-02, dated February 7,2005, 4, Specific Plan Resolution No. 2005-03, dated January 18, 2005. 5, SP A-MND (GP A 06-02) By Motion on December 18, 2006. 6, Specific Plan Amendment Resolution No. 2007-01, dated January 22, 2007. (GP A 06-02) 7, Backbone MND (A/S 05-54) By Motion on December 18, 2006, 8. Backbone Plans (A/S 05-54) Resolution No. 2007-02, dated January 22,2007, 9. Development Agreement Ordinance No. 2007-02, dated February 5,2007. 31 HO 18200 1 /600620-1 EXHIBIT C PROJECT SUMMARY The following table shows the "Land Use" distribution for the Subject Property. This represents a subset of Specific Plan Table 3-1, which covered the entire 423-acre Specific Plan Area. Land Use Approximate No. of New Category Acreage Dwelling Units Open Space 109 0 Open Space 11 0 Park/Recreational Facility 981 0 Residential 88 488 Hillside 0 0 Hecker Pass Cluster 88L 488 Low Density 0 0 Agriculture 115 0 Hecker Pass Agriculture 59 0 Agricultural Commercial 34 0 Agri - tourist 17 0 Agri-tourist Overlay 5 0 Community Facility 18 0 Total Subject Property 330 488 1. Includes 3-acre neighborhood park site 2. Excludes 3-acre neighborhood park site 1 HO 18200 1/600620-1 EXHIBIT D FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT HO 182001/600620-1 RECORDING REQUESTED BY AND WHEN RECORDED. MAIL TO: City Clerk City of Gilroy City Hall 7351 Rosanna Street Gilroy, California 95020 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("this Agreement") is made and entered into as of , 20 , by and between ("Transferor") and ("Transferee"). RECIT ALS A. Transferor or a predecessor in interest of Transferor entered into a Development Agreement (the "Development Agreement") with the City of Gilroy ("City") dated ,2007, which was recorded on ,2007 as Document No. in Book _, Page _ of the Official Records of Santa Clara County, California, pursuant to which Transferor as a member of a group of property owners agreed to build certain public improvements as a condition to City granting Transferor vested rights to develop certain property more particularly described in said Development Agreement as a portion of the "Subject Property", all as subject to certain terms and conditions set forth in the Development Agreement. B. Transferor has agreed to assign to Transferee all of Transferor's interests in all or a portion of Transferor's portion of the Subject Property as described in Exhibit One attached hereto (the "Assigned Property") by a deed or other written instrument, which will be recorded in the Official Records of Santa Clara County, California concurrently with the recordation of this instrument. Transferor also has agreed to assign to Transferee all of Transferor's rights, duties and obligations under the Development Agreement with respect to the Assigned Property, with the intent that Transferor be relieved of all such rights, duties and obligations, as authorized under Article 9 of the Development Agreement. C. Transferee desires to assume all of Transferor's rights, duties and obligations under the Development Agreement with respect to the Assigned Property and to relieve Transferor of all of said assigned rights, duties and obligations in reference to the Assigned Property, NOW, THEREFORE, Transferor and Transferee hereby agree as follows: 1. Transferor hereby assigns, effective as of Transferor's conveyance of the Assigned Property to Transferee, all of the rights, title and interest of Transferor under the Development Agreement with respect to the Assigned Property, Transferor retains all the rights, 2 HO 18200 1/600620-1 interest, and interests under the Development Agreement with respect to all other property within the Subject Property owned by Transferor. 2. Transferee hereby contractually assumes all of the burdens and obligations of Transferor under the Development Agreement, and agrees to observe and fully perform all of the duties and obligations of Transferor under the Development Agreement, and to be subject to all the terms and conditions thereof, with respect to the Assigned Property, it being the express intention of both Transferor and Transferee that, upon the execution of this Agreement, Transferee shall become substituted for Transferor as a member of "Applicant" under the Development Agreement with respect to-the Assigned Property. It also is the express intention of both Transferor and Transferee that by this Agreement Transferor shall be relieved of all obligations under the Development Agreement with respect to the Assigned Property and that City and all other parties shall look solely to Transferee for satisfaction of such obligations. Transferee agrees to indemnify, defend and hold Transferor harmless from any claims, damages, liabilities, penalties, flnes, causes of action, lawsuits, and other proceedings and costs and expenses in connection therewith, including reasonable attorneys' fees and costs, arising from City or other parties attempting to impose upon Transferor obligations that the parties intend Transferee to assume by this Agreement. Transferee represents and covenants that it has reviewed and agrees to be bound by the Development Agreement and all applicable regulations and approvals of City related thereto. 3. All of the covenants, terms, and conditions of the Development Agreement or set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 4. The Notice Address described in the Development Agreement for Transferee with respect to the Assigned Property shall be as follows: phone: fax: IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first above written. TRANSFEROR: a By: Its: TRANSFEREE: a By: Its: 3 HOI82001/600620-1 EXHIBIT E [INTENTIONALLY OMITTED] 1 HO 182001/600620-1 EXHIBIT F SUMMARY OF MAJOR PUBLIC IMPROVEMENTS AND PHASING The Major Public Improvements to be provided by Applicant are as summarized in this Exhibit F, and as conceptually illustrated in the Conceptual Backbone Infrastructure Phasing Diagrams attached as Exhibit F-2 (the "Conceptual Backbone Diagrams"). City has approved the Backbone Plans for the Specific Plan Area as part of Applicant's Master P.U,D. Zoning application. The Backbone Plans refine the information in this Exhibit F and in Exhibit F-2, with the intent that the P,U.D, Zoning and Backbone Plans provide more specific timing or thresholds and locations for construction of the Major Public Improvements. To the extent that the Backbone Plans conflict with the information in this Exhibit F and in Exhibit F-2, the Backbone Plans will govern. Final designs for the Major Public Improvements may be modified by City during processing of final subdivision maps that include portions of the Major Public Improvements, subject to the Improvement Standards and other tenns and conditions adopted by City as part of approving the Backbone Plans and Applicant's P,U,D, Zoning, and subject to the provisions of this Agreement governing City's discretion in regulating development of the Project and construction of the Major Public Improvements, and specifically Section 6.2.3 regarding Improvements. The Major Public Improvements are intended to provide backbone infrastructure including such elements as roadways, bicycle/pedestrian trails, potable water, recycled water, sanitary sewer, storm drainage, and park and open space. Each phase of development on the Subject Property must include infrastructure improvements that ensure the newly developed areas will be adequately served even if no later development occurs or no additional infrastructure is built. All infrastructure must be designed and constructed so that it works properly to City's satisfaction even if subsequent phases are not built. All trails have to be reviewed by the Parks and Recreation Commission and the Bicycle-Pedestrian Advisory Board. City and Applicant agree to cooperate in designing and locating the Major Public Improvements so as to avoid the need to acquire temporary or permanent rights to land not owned or controlled by City or Applicant. However, the Parties acknowledge that circumstances, including without limitation requirements of Caltrans or other governmental agencies regarding right-of-way alignments, may trigger the need to obtain rights to use other properties to build or operate one or more of the Major Public Improvements, In such case, Applicant first shall attempt to obtain such rights privately, In the event Applicant is not able after reasonable good faith efforts to obtain such rights at their fair market value, City agrees to use its powers of eminent domain to obtain such rights and Applicant agrees to pay all City's related costs. In the event it is necessary to acquire off-site easements or street rights-of-way for the Major Public Improvements, Applicant or its Developer Agent shall enter into one or more agreements prior to each final map approval as appropriate, agreeing to pay all costs for acquisition of all required easements or street rights-of-way, including if necessary HO 18200 1/600620-1 condemnation costs. This agreement shall be recorded and require Applicant or its Developer Agent to deposit all condemnation costs with City within 21 days of final map approval. Applicant or its Developer Agent shall agree to provide an initial cash deposit as determined by City. Prior to commencing construction from time to time of the Improvements, Applicant or its Developer Agent shall enter into one or more improvement agreements with performance and payment security in accordance with the requirements of the City Standards. Upon completion of each of the Improvements intended under this Agreement to be owned by City or a Responsible Agency, Applicant shall offer STIch Improvement to City or to a Responsible Agency if so designated by City. City agrees to accept each such Improvement promptly after confirming it is substantially complete in the reasonable discretion of the Director, and thereafter City will be solely responsible for its ownership and maintenance; provided, Applicant or its Developer Agent will provide a one-year warranty from the date of acceptance, also covering maintenance for one year, for each Improvement and City shall release any performance or other bonds at the end of the one-year warranty period. Restrictions on issuing building permits described in this Exhibit F shall not apply to Model Homes. Model Homes shall not be counted toward numerical limits on building permits specified in this Exhibit F. The Specific Plan clusters residential development on the Subject Property in three areas as shown in Exhibit F-l: (1) the "East Residential Cluster" in the southeast portion of the Specific Plan Area; (2) the "West Residential Cluster" in the southwest portion of the Specific Plan Area, and (3) the "North Residential Cluster" in the northwest comer of the Specific Plan Area north of Hecker Pass Highway. The three Clusters contain all the land in the Subject Property designated by the Specific Plan for new residential development. For purposes of describing construction and timing of Major Public Improvements and of private development, this Agreement also divides the portion of the Subject Property south of Hecker Pass Highway into two areas as shown in Exhibit F -1: (1) the "East Development Area" which includes the East Residential Cluster, and (2) the "West Development Area" which includes the West Residential Cluster and the North Residential Cluster. This Exhibit F and the diagrams in Exhibit F-2 describe Applicant's primary intended phasing for development of the Project and construction of the Major Public Improvements. However, City acknowledges that Applicant may elect to follow alternative phasing sequences, including by way of illustration but not as a limitation building the West Intersection first to provide primary access to the West Residential Cluster and later building Third Street east to connect with Santa Teresa Boulevard. City acknowledges this possibility and agrees to cooperate with Applicant in allowing such alternative phasing, so long as each portion of the Project that is developed is adequately served by all required infrastructure even if no later development occurs or no additional infrastructure is built. 2 HO 18200 1/600620-1 A. Recreation/Open Space. 1. Neh!hborhood Park. a. The Specific Plan anticipates a three-acre "Neighborhood Park" in the East Residential Cluster. City agrees that the final location of the Neighborhood Park may, subject to City's approval, vary from that shown in the Specific Plan and in Exhibit F-2, so long as it remains in the East Residential Cluster and remains contiguous to the Linear Park. The Neighborhood Park shall be improved and offered for dedication to City by Applicant at no cost to City, b. Applicant will design and build the Neighborhood Park with amenities as determined by City consistent with City's adopted standards for neighborhood parks, Applicant will submit a conceptual plan for the Neighborhood Park as part of Applicant's P.U.D. Zoning application for the portion of the East Residential Cluster in which the Neighborhood Park is proposed. City agrees that the Wireless System improvements as described in this Exhibit F may be located within the three-acre Neighborhood Park (subject to City's approval and coordination of access and compatibility with park improvements), but the East Detention Facility may not be so located; however, it can be adjacent (also subject to City's approval and coordination of access and compatibility with park improvements). Design of the Neighborhood Park shall be reviewed and approved as part of City's normal process for P.U.D. Zoning approval, with public involvement as City deems appropriate. c. The Neighborhood Park will be built and offered for dedication to City prior to issuance of a building permit for the two hundred fiftieth (250th) residence on the Subject Property, not including second units. The two hundred fiftieth (250th) and later building permits shall be available to Applicant when the Neighborhood Park is offered for dedication and determined to be substantially complete in the reasonable discretion of the Director; provided, the Director may authorize such additional building permits in his/her discretion if completion of the Neighborhood Park is delayed through no fault of Applicant. 2. DeBell Uvas Creek Park Preserve (Linear Park). a. The Specific Plan shows a trail/recreation park following the north side of Uvas Creek through the Specific Plan Area, running approximately 1.7 miles and measuring 35 to 135 feet wide, for a total area of approximately 15 acres (the "Linear Park"). The inner portion of the Linear Park will lie within the designated setback from Uvas Creek and will be limited to passive uses plus a Class 1 trail, while the outer portion may be improved for active park uses. The Linear Park shall be improved and offered for dedication to City by Applicant at no cost to City, which may be in stages as described below. The Linear Park does not include Uvas Creek and its immediately adjacent banks, which are covered by the Uvas Creek Preserve described in Section 3 below. b. The Parties agree that the Linear Park should not be built in isolated segments that do not provide pedestrian access to public streets or trails at both ends. The Linear Park may be improved and dedicated in stages, in conjunction with development of the Subject 3 HO] 8200 1/600620-1 Property. City will determine the preferred stages and interim end points for the Linear Park, which may depend on the sequence of development chosen by the members of Applicant in the East Residential Cluster and the West Residential Cluster. (i) Applicant agrees that segments of the Linear Park paralleling Third Street will be built and offered for dedication in conjunction with construction of Third Street. (ii) Unless the portion of the Linear Park through the BankJRaleys Property is constructed beforehand as part of development of the BankJRaleys Property, the last residential subdivision map for development of the Subject Property south of Hecker Pass Highway, whether it be in the East Residential Cluster or the West Residential Cluster (other than for the BankJRaleys Property), shall be conditioned on construction of the Linear Park through the BankJRaleys Property. Bank and Raleys agree to irrevocably offer to dedicate to City the right-of-way required for the portion of the Linear Park through the BankJRaleys Property at the same time that a similar offer of dedication for the Linear Park is made for the portion of the Hoey West Property immediately adjacent to and east of the BankJRaleys Property, along with an offer to grant such easements as are reasonably necessary to allow construction of the Linear Park, such dedication and grant of easements at no cost to City or to the party that actually constructs the Linear Park through the BankJRaleys Property. The developer of the last final map so conditioned as part of constructing the other improvements required for said last final map shall construct the Linear Park through the BankJRaleys Property. City agrees that if the portion of the Linear Park is constructed before the adjacent portion of the BankJRaleys Property is developed, whether by said developer, the City or another party, the party constructing that portion of the Linear Park as part of such construction shall install chain link or similar fencing on the BankJRaleys Property, subject to Bank and Raleys' reasonable discretion, as necessary to prevent persons using the Linear Park from entering the BankJRaleys Property, until such time as the BanklRaleys Property is developed. Construction of the Linear Park and installation of the fencing by the developer shall be at no cost to City (unless City undertakes such work in its sole discretion), and at no cost to Bank or Raleys (subject to such reimbursement arrangements as the members of Applicant may arrange privately among themselves). In return for Bank and Raleys agreeing to dedicate the Linear Park right-of-way in advance of and without any assurance of obtaining RDO Allocations for the BankJRaleys Property, City agrees that as part of considering any application for RDO Allocations for the BankJRaleys Property, City shall award such application "points" pursuant to City's "Methodology" in all appropriate "Factors" (as such terms are defined in the RDO Ordinance) for Bank's and Raley's agreement to dedicate the Linear Park and for Bank's and Raleys' participation in providing the other benefits to City available pursuant to this Development Agreement. (iii) Subject to the foregoing, Applicant will coordinate with the City to design and construct the ultimate western terminus of the Linear Park to accommodate future extension' westward outside the Specific Plan Area to Bonfante Gardens to provide a continuation of the trail; provided, nothing in this Agreement shall obligate Applicant to obtain or finance the purchase of right-of-way or build or finance construction of trail or park improvements outside the Specific Plan Area, 4 HOI82001/600620-1 c. Applicant will design and construct a Class I trail paralleling Uvas Creek, and will build additional improvements in the Linear Park generally as described in the Specific Plan and as negotiated with City as part of the P,U.D. Zoning approval, including the approved City standard simulated brown concrete split rail control fence along the boundary between the Linear Park and Third Street, Grassland Way or abutting private property. All or a portion of the existing sewer maintenance road may be converted to the trail, in the City's discretion. d. Design of the Linear Park shall be reviewed and approved as part of City's normal process for P.U.D. Zoning approval, with public involvement as City deems appropriate. 3. Uvas Creek Preserve. a. The Specific Plan proposes an open space habitat preserve along Uvas Creek through the Specific Plan Area (the "Preserve"), containing approximately 80 acres between the future Class 1 trail to be build as part of the Linear Park and the southern boundary of the Specific Plan Area. Applicant shall install signage used along existing park preserve boundaries to restrict access from the Linear Park into the Preserve. b. The portions of the Preserve owned by Applicant will be irrevocably offered for dedication to City in conjunction with improvement and dedication of the Linear Park, in similar stages as described in Section A.2 of this Exhibit F. Applicant is not required to improve the Preserve, except for Linear Park trail improvements and removal of man-made debris identified within the Preserve prior to acceptance of dedications. City agrees to accept the offer of dedication simultaneously with accepting the Linear Park, and thereafter City will be solely responsible for ownership and maintenance of the Preserve and any improvements City may install in the Preserve, and any liability arising from public entry into the Preserve. City shall be free to convey the Preserve to another suitable governmental entity or environmental organization, at no cost or liability to Applicant. City acknowledges that this Agreement does not impose any independent obligation on Applicant to maintain the Preserve or to install improvements within the Preserve other than specifically described in this Section A.3. c. City acknowledges that opening the Linear Park will bring the public close to the Preserve, increasing the potential for intrusions into the Preserve with its attendant risk of injuries and claims of liability. Therefore, so long as Applicant retains any interest in the Preserve, including portions not yet dedicated to City because the adjacent portion of the Linear Park has not yet been improved and dedicated, Applicant shall have the right to install chain link or other fencing adequate to prevent public access to Applicant's portion of the Preserve, along with signage warning that entry is not permitted to the private property, 4. Other Trails. Any additional private trails that Applicant may propose to develop as part of the Project will be approved by City as part of its approval of individual subdivision maps. 5 HO 18200 1/600620-1 B. Transportation. Details for the size and location of new roads and improvements to existing roads will follow the text and diagrams in the Specific Plan, as refined in the Backbone Plans. The Conceptual Backbone Transportation Map in Exhibit F-2 identifies those road segments to be treated as Major Public Improvements under this Agreement. The following additional details will govern the design and phasing of roadway improvements. Sections B.l,a(ii) and B.2.a below set thresholds to require certain road improvements based on a set number of dwelling units. If applications for construction of non-residential uses are submitted to City before the dwelling unit threshold is reached, Applicant agrees that City may take into consideration the traffic and safety implications of such uses and may adjust the thresholds for required road improvements accordingly, in the reasonable discretion of City. Any such adjustment shall not be considered an amendment to this Agreement and shall not require compliance with the formal procedures for amendment of a development agreement. 1. Hecker Pass Hi2.hwav. Exhibit F-2 shows the general configuration of improvements to Hecker Pass Highway as described below and the phasing of construction. a. West Intersection/Si2.nal. (i) The intersection of Hecker Pass Highway and Autumn Drive together with necessary acceleration and deceleration lanes along the Highway, travel lanes, turn lanes and traffic signals (together, the "West Intersection") will be built and operational before issuance of the first building permit for residential or commercial development in the West Development Area. (ii) Notwithstanding the foregoing, City agrees that if construction of the West Intersection is delayed through no fault of Applicant, whether by action or inaction of Caltrans or other public agency or any other cause, then provided Third Street is built connecting the West Residential Cluster to Santa Teresa Boulevard, Applicant may obtain building permits for up to seventy-four (74) dwelling units in the West Residential Cluster (not counting the Outparcels) and the East Residential Cluster combined without completion of the West Intersection. The West Intersection shall be built and operational before issuance of the seventy- fifth (75th) residential building permit in the West Residential Cluster (not counting the Outparcels) and the East Residential Cluster combined, and before issuance of any building permits for residential development in the North Residential Cluster or for commercial development in the West Development Area; provided, if construction of the West Intersection is further delayed through no fault of Applicant, City at its discretion may authorize issuance of such building permits if the development will be served by one or more temporary emergency vehicle access ("EVA") connections to Hecker Pass Highway, subject to Caltrans approval. For informational purposes only, attached as Exhibit F-2 is a Conceptual Interim EVA Diagram showing potential temporary EV As that could be used for this purpose until the West Intersection is built, provided, nothing in this Agreement commits City to approve using the indicated EV As, 6 HO 18200 1/600620-1 b. Highway Widening and Improvement. At the same time that the West Intersection is built, portions of Hecker Pass Highway outside the intersection will be improved, as and when shown in Exhibit F-2. Such improvements include added travel and turning lanes, and shoulder widening, c. Utility Undergrounding. (i) All new utilities will be placed underground. (ii) The existing PG&E overhead main line on the north side of Hecker Pass Highway from the Church Property to bridge at Uvas Creek will be replaced with an underground line routed through the Subject Property, as shown in Exhibit F-2. Installation of this new underground line from the Church Property to the existing overhead crossing at the Bank/Raleys Property frontage approximately one thousand four hundred (1,400) feet east of the eastern edge of the Uvas Creek bridge (the "West PG&E Crossing") will begin during Phase 1 of the Project, and will be completed as part of construction of the West Intersection. The remaining segment between the West PG&E Crossing and the Uvas Creek bridge will be constructed as described in subsection (v) below. (iii) A new underground line also will be installed along the south side of Hecker Pass Highway between the Church Property and Santa Teresa Boulevard, with the cost for this segment reimbursed by the City. Overhead service entrances for existing uses abutting Hecker Pass Highway will remain overhead until such time as the uses redevelop. (iv) The existing overhead line along the north side of Hecker Pass Highway between Santa Teresa Boulevard and the West PG&E Crossing will be removed by Applicant once the new underground line described in subsections (ii) and (iii) above is completed. The existing overhead line between the West PG&E Crossing and the Uvas Creek bridge will be removed by Caltrans or Applicant once the new underground line described in subsection (v) below is completed. (v) The overhead line from the West PG&E Crossing west to the edge of the Specific Plan Area is within the scope and geographic limits ofthe CalTrans bridge project on Hecker Pass Highway and is expected to be handled by CalTrans as part of its design and construction process. Applicant will design and install its undergrounding to ensure there is no gap between the CalTrans current design for undergrounding eastward from the bridge and Applicant's installation of underground line up to the West PG&E Crossing, unless required by PG&E or another controlling agency or entity; provided, Applicant shall not be responsible for extending undergrounding beyond the West PG&E Crossing if CalTrans fails to complete its own undergrounding as currently designed. d. Existing Driveways. Existing driveways providing access to private properties from Hecker Pass Highway may continue to be used in their present configuration unless and until Caltrans and/or City determines that construction of the Major Public Improvements makes continued use of a driveway unsafe, in which case alternative access shall be provided. The improvements required to close each driveway shall be included in the 7 HO 18200 1/600620-1 improvement plans that include improvements which provide new primary access to the affected property served by that driveway, subject to City approval and bonding to ensure they are completed when required; provided, such work shall be treated independently from other subdivision improvements and the fact that such driveway closure work has not yet been completed shall not delay City's acceptance of other subdivision improvements or the release of other bonds not reasonably necessary to secure completion of the driveway closure work. 2. Proiect Roads. 3:'" Third Street/Autumn Drive Primary Collector. Third Street and Autumn Drive with roundabouts will be fully constructed from Santa Teresa Boulevard to Hecker Pass Highway at the West Intersection before issuance of the seventy-fifth (75th) residential building permit in the East Residential Cluster and the seventy-fifth (75th) residential building permit in the West Residential Cluster (not counting the Outparcels) combined, for the purpose of providing a second access to that cluster as it reaches that threshold of development. In the event that construction of the West Intersection is delayed as described in Paragraph B.l,a(ii) of this Exhibit F, then one or more EV As shall be built and used, subject to Caltrans and City approval, which may include the intersection of Autumn Drive and Hecker Pass Highway. The portion of Autumn Drive from Third Street to Hecker Pass Highway may not be built at the same time as Third Street, but will be completed as needed to provide a connection from Third Street to Hecker Pass Highway. b. Autumn Drive (North). The portion of Autumn Drive from Hecker Pass Highway to the new golf course entrance will be constructed at the same time as the West Intersection as necessary to provide continued access to Gilroy Golf Course; Autumn Drive will be extended north to the boundary with Country Estates as needed to serve development in the North Residential Cluster. c. Cobblestone Court. Cobblestone Court will be built as needed to serve development in the East Development Area, which may be in interim stages. The road initially will be built from Third Street to the northern edge of the East Residential Cluster. It will be extended north as needed to serve development that may occur on the Church Property. d. Grassland Way. Grassland Way will be built as needed to serve development in the West Residential Cluster. e. Lone Oak Lane. Lone Oak Lane will be built to the eastern boundary of the Bank/Raleys Property at the same time as the West Intersection so as to provide continued access to the Outparcels and other properties that lose direct access to Hecker Pass Highway, or as needed to serve development in the West Development Area, whichever is earlier. C. Draina2.e Facilities. Details for the size and location of new detention facilities and storm water pipelines will follow the text and diagrams in the Specific Plan, as refined in the Backbone Plans. The Conceptual Storm Drain Map in Exhibit F -2 identifies those basins, channels, outfalls and 8 HO 18200 1/600620-1 pipelines to be treated as Major Public Improvements in this Agreement. The following additional details will govern the design and phasing of major drainage improvements, not all of which will be publicly owned or maintained, 1. Detention Facilities. The following detention facilities are designed to capture and control the incremental increase in runoff caused by development of the Project, as a result of increased impervious surface, grading or other causes. A volume of water equivalent to the present, pre-development storm runoff will continue to flow into existing City storm drains in Third Street east of the Subject Property or directly into Uvas Creek through existing or new outfalls. a. East Re2:ional Detention Facility & Outfall. The stormwater detention and disposal system serving the East Development Area (as described below) consists of two major components: a basin on land between the Linear Park and Third Street east of the Neighborhood Park which will provide detention capacity (the "East Detention Facility"); and a pipeline running from one end of the East Detention Facility beneath the Linear Park to an outfall structure in the Preserve draining into Uvas Creek (the pipeline and outfall structure together, the "East Outfall"). Both will be built and operational before issuance of the first building permit for residential development in the East Development Area. The East Detention Facility and the East Outfall will be privately owned but subject to a public storm drain easement and will be privately maintained. The East Detention Facility will be sized to serve increased runoff from the entire East Development Area and offsite development that will drain into the detention facility. b. West Re2:ional Detention Facility & Outfall. The stormwater detention and disposal system serving the West Development Area consists of two major components: a wide surface and underground drainage channel which will provide detention capacity, following Autumn Drive and Third Street from Hecker Pass Highway to where Third Street turns east alongside the Linear Park and extending under Third Street and the Linear Park (the "West Detention Facility"); and a pipeline running from the end of the West Detention Facility beneath the Linear Park to an outfall structure in the Preserve draining into Uvas Creek (the pipeline and outfall structure together, the "West Outfall"). The West Detention Facility and the West Outfall will remain privately owned but subject to a public stonn drain easement, except for the portion beneath Third Street that will be offered for dedication to City, and the entire West Detention Facility and West Outfall will be privately maintained., Dedication of the public portion of the West Detention Facility shall be accepted by City simultaneously with accepting the overlying portion of Third Street. (i) Assuming the West Intersection is not delayed as described in Paragraph B.1.a (ii) above, both the West Detention Facility and the West Outfall will be built and operational before issuance of the first building permit for residential or commercial development in the West Development Area. (ii) If the West Intersection is delayed but residential development still would be permitted in the West Residential Cluster, as described in Paragraph B,I.a(ii), so that 9 HO 18200 1/600620-1 the West Detention Facility cannot yet be built in its intended location because a new drainage pipe cannot yet be installed under Hecker Pass Highway, then a temporary detention basin and possibly a temporary channel will be constructed in the West Development Area as needed to accommodate storm drainage from both north and south of Hecker Pass Highway until such time as the permanent facilities can be constructed. All costs related to the construction and replacement thereof will be borne by Applicant. Exhibit F -2 shows the ultimate location of the permanent facilities; the Backbone Plans indicate potential locations for these temporary drainage facilities. 2. Stormwater Pipelirres and Channels. a. Pipelines. Pipelines to collect stormwater runoff from streets will be installed within rights-of-way or public service easements at the same time roads are built, as specified in the Backbone Plans. See Exhibit F-2 for specific routes. All lines installed in streets that ultimately are dedicated to City also will be dedicated to and maintained by City. b. North Channel. A channel will be built through the North Residential Cluster, connecting to a pipeline under Hecker Pass Highway that will discharge into the West Detention Facility, to carry stormwater runoff currently crossing the Hoey North Property and a portion of drainage from the North Residential Cluster developed area (the "North Channel"). The southern portion of the North Channel will be installed at the same time that the southern portion of Autumn Drive up to the golf course entrance is improved; the remainder of the North Channel will be installed as needed to serve development in the North Residential Cluster. D. Water Facilities. 1. Potable Water Lines. Lines will be installed within street rights-of-way the same time that roads are built. Potable water lines will be offered for dedication to City, and accepted on a tract by tract basis subject to the City's discretion, whether in public or private streets up to and including meters, valves, blow-offs, and fire hydrants. See Exhibit F-2 for specific routes to be built and connection points with City's existing system. All such lines shall conform to the approved Backbone Plan. Of particular note are the following pipeline segments. a. Autumn Drive North. One line will be installed north from Hecker Pass Highway to the existing Zone 1 water main on the golf course to create a loop and to the future Zone 1 elevations in the North Residential Cluster, and then built as a second loop as part of the in-tract Improvements. A separate Zone 2 line will extend south from Country Estates looping back to Hollyhock Lane to serve higher elevations of the North Residential Cluster. b. Cobblestone Court (buildout to Hi2hwav). One line will extend north and connect with the City's existing waterline that runs along Hecker Pass Highway. Its purpose is to provide added supply to serve later stages of development in the Specific Plan Area, plus create a loop system to ensure more reliable water supply and pressure. 10 HO 1 82001/600620-1 c. Lone Oak Lane/Hecker Pass Highway Loop. An 8-inch pipeline connecting water lines in the western end of Lone Oak Lane and Hecker Pass Highway as shown in Exhibit F-2 will create a loop and provide redundancy in this portion of the water system. 2. Recycled Water Lines. All lines will be installed within street rights-of-way or public utility easements at the same time that roads are built. See Exhibit F-2 for specific routes to be built and connection points with City's existing system. All pipelines will be within the limits of City's existing pressure zone and Applicant will not be required to install any additional equipment to serve property in any other pressure zone. a. Golf Course Extension. Applicant will install a 12-inch recycled water line north of Hecker Pass Highway from City's existing 12-inch pipeline north approximately 1,200 feet within Autumn Drive to the new golf course entrance, at no cost to City. City will not charge Applicant for any plan review, permitting or inspection work related to this line. E. Sanitary Sewer Facilities 1. Sewer Lines. An existing sewer trunk line runs along the north bank of Uvas Creek. Applicant will install pipelines within future street rights-of-way to connect to the existing trunk line. a. Autumn Drive (South) and Third Street. Portions of this line through the West Development Area will be sized as needed to accommodate flows from future development in Country Estates outside the Specific Plan Area as well as Project development. b. Autumn Drive (North). This line through the North Residential Cluster will be designed and sized to allow connection with and use by the Country Estates development north of the Specific Plan Area as well as development of the North Residential Cluster. c. Cobblestone Court. This sewer line will be built along Cobblestone Court and stubbed at its northerly terminus to serve the East Development Area and the Forest project ifused pursuant to Section F.2 below. d. Lone Oak Lane. A sewer line along this road will be built to serve the northern portion of the West Development Area. It will be designed for future extension to serve the BankJRaleys Property when that area is developed. 2. Sewer Replacement. a. An existing twenty-four (24) inch sewer trunk line parallels a portion of Uvas Creek through the Subject Property, serving other development outside the Specific Plan Area. Development of the Subject Property will connect with and make use of that sewer main. One portion of the pipeline that was installed by or under the direction of City (and not by Applicant) is too close to the bank of Uvas Creek and poses a risk of being exposed and undermined by creek erosion. 11 HOI82001/600620-1 b. Applicant will (i) install twenty-four (24) inch sewer pipeline within or adjacent to Third Street approximately in the location shown in Exhibit F-2 and more specifically as shown in the Backbone Plans, together with manholes as required for operation and maintenance of the new pipeline, as a bypass replacement for the portion of pipe at risk, (ii) connect the new pipeline with the existing line at its two ends, (iii) permanently close and abandon the original section of pipe between the two connection points, (iv) remove and cap manhole access ports along the abandoned section of pipe to a depth of three (3) feet below the surface, and (v) remove the abandoned section of pipe if made a part of the work as described below (altogether, the "Sewer ReplacemenC). Applicant will not be required to remove any of the abandoned pipeline or perform any remedial work to shore up the abandoned pipeline or cure any erosion; provided, at City's request Applicant will remove the abandoned portion of pipe and carry out any required erosion or other site remediation, all at City's sole expense including any cost to reconstruct the Linear Park or other improvements that may be disturbed by the work, subject to City obtaining any required approvals from other agencies and City satisfying any conditions required by such other agencies, and subject to City assuming all liability and indemnifying, defending and holding Applicant harmless from claims arising from such work, so long as City does not condition any portion of the Project or condition the Project's connection to the sewer trunk line on such removal to the extent that such removal may be prevented or delayed through no fault of Applicant and thus cause the condition to prevent or delay development or occupancy of any portion of the Project. City will remain responsible and liable for the abandoned portion of pipeline and any damage or injury that may occur as a result of erosion from Uvas Creek, or any future requirement to remove the abandoned pipeline, and will indemnify, defend and hold Applicant harmless from claims arising from such damage or injury or removal requirement. c. None of the Sewer Replacement will require Applicant to perform any work in or otherwise affect the bed or bank of Uvas Creek or any other areas under the jurisdiction of any Responsible Agency or any other agency other than City, except for the two connection points and adjacent portions of the new pipeline which may be within the jurisdictional setback area of the Santa Clara Valley Water District. City shall be responsible for obtaining any approvals from other agencies at City's sole cost, and Applicant's obligation under this Section shall be conditioned on City obtaining all such approvals. City will issue to Applicant all related Subsequent City Approvals, and undertake all plan review and other City approval processes and construction inspections, all at no cost to Applicant. Applicant will be responsible for designing the Sewer Replacement, subject to City's reasonable review and approval. F. Miscellaneous Improvements. 1. City Wireless System. a. Applicant will install a system for City employees (but not the general public) to use wireless computer communications while in the Specific Plan Area, using specifications to be provided by City (the "Wireless System"). The Wireless System will be operational before issuance of the first permit for any development activity other than that necessary to install the wireless service. Applicant will dedicate land for the necessary equipment 12 HO 18200 1/600620-1 and will install the Wireless System together with electric and telephone or cable lines to operate the Wireless System. After the Wireless System is installed and accepted by City, City will own the Wireless System and will be responsible for its maintenance, repair and replacement and for the cost of electricity and telephone, cable or other service as needed for its operation. b. Prior to design, City and its consultants shall determine adequacy of Applicant's proposed location for the Wireless System and shall provide all the technical specifications for its design and construction. City and Applicant anticipate that the Wireless System will require one antenna and associated equipment shelter. City and Applicant currently anticipate that the permanent location for the Wireless System will be within the three-acre area to be dedicated to City for the Neighborhood Park, and City agrees that the Wireless System may be located within the Neighborhood Park and City shall not require more than three (3) acres total for the Neighborhood Park combined with the Wireless System and any other improvements authorized within the Neighborhood Park. If technical considerations require the Wireless System to be located outside of the intended Neighborhood Park site, City and Applicant agree to negotiate a mutually acceptable alternative location within a public right-of- way in the Specific Plan Area. City agrees that the Wireless System may be served by temporary overhead electrical and telephone or cable lines or temporary satellite communications, which Applicant will replace with underground lines when those utility services are installed in the vicinity as part of development of the Project. c. In the event it is not practical for Applicant to install the permanent Wireless System at its intended permanent location in the Neighborhood Park before any other development occurs in the Subject Property, Applicant and City shall cooperate to install a temporary Wireless System suitable to serve City's needs, which shall be City's obligation to operate and maintain. d. City agrees that the total expenses incurred by Applicant related to providing the Wireless system shall not exceed Eighteen Thousand Dollars ($18,000) (the "Wireless System Cost Cap"), including any expenses incurred for installation or removal of a temporary Wireless System as described in subsection (c) above; provided, this amount shall not include the value of land temporarily used under subsection (c) nor the value of one parcel of land dedicated permanently to City for this purpose. City agrees to assume all costs above this amount, including the assessed fair market value of land if more than one site is needed for permanent installation of the Wireless System, e. If City determines the Wireless System is no longer required at any time, then City at its sole cost shall remove the Wireless System improvements and: (i) if the Wireless System is located within the Neighborhood Park, City at its sole cost shall improve the site for "parks and recreation" uses compatible with the surrounding Neighborhood Park; and (ii) if the Wireless System is located outside the Neighborhood Park, City shall at its sole cost improve the site with landscaping or other amenities compatible with improvements in the adjacent public right-of-way. This subsection (e) shall survive expiration or termination of this Agreement. 13 HOI82001/600620-1 2. Easement for Forest Utility Extensions. Applicant shall provide an easement from the end of Cobblestone Court to the Hecker Pass Highway right-of-way, for potential installation of a sewer line extension and/or a storm drain extension to serve the Forest subdivision outside the Specific Plan Area north of the Highway, and shall design the Project's sewer line and storm drain in Cobblestone Court to accommodate potential future connection by the Forest project developer. Applicant shall not be -responsible for any costs associated with such future sewer line or storm drain extension, connection or maintenance. 14 HO 18200 1/600620-1 EXHIBIT F-l MAP OF RESIDENTIAL CLUSTERS AND DEVELOPMENT AREAS 15 HO 18200 1/600620-1 0.... <t 2: r--. Z l- CY <( II -.J <( W 0.... Ct: t- O <( C) (f) c;::: Z =:J Ct: ....J 0 0 U L.J LL to 0.... ::J 0 ~ (f) 0 >- <( N li;:E;:5 <l: (I) (f) U .:\~~ 'J; ~ I (f) Ct: 0 (j) <( -;.: W 0 <t 0.... 0 m U1 0.... 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(f) ~ UJ 0::: , I;:"Zo..f- f-o.. 0 0..<::2 wco<(~ ..u::<: LL ~zu>-z 00<('::0 zucouu " o ~ -0 8 ," <> ti "liIiiiot II!! c::=3: g 1:::' ~ UJ ~ '" EXHIBIT F-2 MAJOR PUBLIC IMPROVEMENTS CONCEPTUAL DIAGRAMS CONCEPTUAL BACKBONE PUBLIC PARK AND TRAIL IMPROVEMENTS CONCEPTUAL BACKBONE TRANSPORTATION INFRASTRUCTURE CONCEPTUAL BACKBONE STORM DRAIN INFRASTRUCTURE IMPROVEMENTS CONCEPTUAL BACKBONE WATER INFRASTRUCTURE CONCEPTUAL BACKBONE RECYCLED \V A TER INFRASTRUCTURE CONCEPTUAL BACKBONE AGRICUL TURAL WATER WELLS CONCEPTUAL BACKBONE SEWER INFRASTRUCTURE CONCEPTUAL BACKBONE PG&E UNDERGROUND ROUTING CONCEPTUAL ALTERNATIVE EVA LOCATIONS 17 HOI82001/600620-1 ~ u ~ a u 2; ~ C/) ~ (rJ :E ~ ~ ~ ~ ~ ~ ~ .~ ~ g: ~ ~ CJ)<o ~ CJ) u N ;; ~ ~ ~ < 0:;:5 ~ ~ ~ G > u u 0 _ LLJ Z -l:r:: ~ ~ ~ ~ o 52 ~ co ~ b: (rJ ~ u HO 18200 1/600620-1 ~ z ~ ~ ~o ~ ~ ~ ~~ ~ ~ >( ~; i ~ I I ~ ~ ~ ffi~~JJ ~ i ~ ~~ ~~ ,QI~I ClWilIl7nOll V5mi3J. 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Cl v U 0 ' r\ tll tI.. <0 ....... o..~.....o OJ rJ) 0 z rJ) N o ~ ~ ffi ~ ffi:5 ~ u ~ a ~ A' U 0 ~ tll Z \o.l..l:r: ..;:, ....J ~ b: OJ ~ o u HO 18200 1/600620-1 !::~ i~ ~8~ ~~8 25 ~ ih i14~g:~ g~ffi~ ~ ,a:l~ 5:~~~ ~O~Z;i ~i~~d G o:Cl...J :J ~~...J ~o:~O~ ~~~~~ ~~~~ ~ @g:~ ~~~~~ ~~~~; i14~~Of-o ~h:o~ti ~EH2<- ~~~~~ ul!luu _ a ~ ~ III 8 ~!~~ ~ u~~~ ~ ;~~~ ! I : I , i I I i Ii: o o o '" - 8 ." ......= b ti ? f:' 'If ~ 1Il o ! ~ ~ ~ [I) ~I" ~ ':3 B~ ~ ~ ~ u ~ ~i ~ ~ 0: ~ 5 c- o: ~ r t:.l ~ I ~~ ~ 0 ~ ~ ~ ~ ~ ..:2 ",=0 I . ;~< . ,[J I . 0 "'. ~~ . I ! ~o.~i C/) ~i;~ ~ O~~~ ~~ . U.l ~1~~8 cr:: ft ~ I~~ ~ ;- ~~ ~~ - ~ ~ rJJ ~ Q ~@~~~ ~ u, ~ 0::. ~ It ' O~:;Jo.O ffi 0.; - <0 ~~~~~ cr:: ~ 0 ~c.:~ ~~ ~ ~ U >- .... ~~ g~ ~5~ ~~~~ . Z _ iJ.) "u~ ~ c:; > 0 0 S~<~5 - 6 zucouu ~ u 3 '0 o o N '0 o o " ~ Ig I~ .~ <} {f) o 26 HO 18200 1/600620-1 HO 18200 1/600620-1 [THIS PAGE INTENTIONALLY LEFT BLANK.] 27 EXHIBIT G DISTRIBUTION OF RDO ALLOCATIONS 1, Four hundred twenty seven (427) RDO Allocations are granted for use by the RDO Holders in the Project, subject to Article 4 of this Agreement and this Exhibit G. The schedules and terms for use of RDO Allocations in this Exhibit G and in this Agreement supersede the schedule and timing restrictions in the RDO Agreement. 2. The 427 RDO Allocations are allocated for use beginning in particular years as shown in Table G-l below, subject to the following opportunities for flexible timing. a. RDO Allocations allocated in any year may be accelerated by up to three (3) years, subject to Paragraph 10 below. b. RDO Allocations allocated in any year may be deferred for up to three years, but no later than the Expiration Date. No more than two hundred (200) RDO Allocations may be used in anyone year. c. Any RDO Allocation not used in a particular year shall be automatically deemed deferred without the need for any notice by Applicant, and shall remain in the pool available to Applicant and may be used in one or more subsequent years. 3. An RDO Allocation will be deemed used for purposes of this Agreement if, no later than the Expiration Date, a member of Applicant shall submit an application for a building permit for the RDO Allocation, and such building permit thereafter is issued by City. Thereafter, the RDO Allocation shall remain available for Applicant's use so long as the building permit remains in force as it may be extended pursuant to State law and customary City procedures for such building permit extension, and the building approved by such permit may be constructed, occupied and used as intended by such permit and as authorized under this Agreement notwithstanding passage of the Expiration Date prior to completion of such construction, occupancy or start of use. If such building permit expires or is revoked, the RDO Allocation will return to the pool available to Applicant through the Expiration Date. 4. The RDO Holders initially allocated the 427 RDO Allocations among their properties as shown in Table G-2 below. Table G-2 also reflects a transfer of RDO Allocations among the Hoey North, Hoey West and Hoey East Properties, to implement development applications for the Hoey North Property and the Hoey West Property that have been submitted separately to City. The initial timing for use of RDO Allocations in each property is shown in Table G-3. Subject to the provisions of this Exhibit G, and provided that no changes are made to the land uses approved in the Specific Plan, the RDO Holders may elect in their discretion to change the timing for use of RDO Allocations within each property and between properties as provided for in this Agreement, so long as in overall conformance with Table G-l and the timing and phasing provisions in this Agreement and in the Specific Plan. In addition to the Hoey transfers shown in Table G-2, the RDO Holders may transfer RDO Allocations among properties in the Subject Property by separate agreement(s) among the members of Applicant responsible for the properties involved, so long as such transfer does not violate any term of this Agreement H0182001/600620-1 or of the Specific Plan. In order for any transfer of RDO Allocations to be effective, City must receive written notice signed by both the originating and recipient members of Applicant, indicating the number of RDO Allocations transferred from and to each property and the Table G-3 year(s) of use from which they are taken, 5, The Speciflc Plan clusters residential development on the Subject Property in three clusters as shown in Exhibit F-l, which contain all the land in the Subject Property designated by the Specific Plan for new residential development. The West Residential Cluster includes the Bank/Raleys Property, which is dcsignated by the Specific Plan for 61 dwelling units but does not yet have any- RDO Allocations. The West Residential Cluster also includes three small separately owned parcels labeled "R-l" in Exhibit F-l (the "Outparcels") that are designated by the Specific Plan for 18 dwelling units, 6 dwelling units each, that are not covered by this Agreement. The East Residential Cluster does not include the Church Property, which is not designated by the Specific Plan for residential development. 6. The three Residential Clusters are comprised of the following portions of the Subject Property as described in Recital E: East Residential Cluster. . Hoey East (eastern part of APN 810-20-013) · Goldsmith (810-21-001) . Fratelli (810-21-007) . Filice (810-21-003) West Residential Cluster. . HoeyWest (810-20-011 and western part of810-20-013) . Arias Trust (810-20-004) . Bank/Raleys (810-20-015) North Residential Cluster. . Hoey North (783-04-019) 7, Pursuant to the Specific Plan, the RDO Holders initially anticipated developing 57 units in the North Residential Cluster, 244 units in the East Cluster, and 126 units on the ROO Holders' property in the West Cluster (subject to the transfer of RDO Allocations among the Hoey properties as described in Table G-2), Raleys and Bank intend to develop 61 units on their property in the West Residential Cluster, provided they obtain additional RDO Allocations from City. Specific Plan policy 3-] 9 (as amended) allows units to be transferred to or from any Residential Cluster, so long as the total in any Cluster does not increase by more than 25 units and so long as the percentages of lot types in each Residential Cluster remain consistent with the distribution in the Specific Plan. By this Agreement RDO Allocations are approved to be transferred among the Hoey properties as shown in Table G-2, resulting in a decrease of ] 1 units in the East Cluster, a decrease of 10 units in the West Cluster, and an increase of 21 units in the North Cluster. 2 HO 18200 1/600620-1 8. The Parties acknowledge that Arias Trust intends to transfer up to 19 RDO Allocations from the Arias Trust Property in the West Cluster to the East Cluster. Arias Trust has not yet identified the specific receiving property or properties in the East Cluster, nor the specific years of RDO Allocations from which the transfer will occur. The other members of Applicant acknowledge that Arias Trust has priority to transfer up to 19 RDO Allocations to the East Cluster (in terms of satisfying the Specific Plan's 25-unit-net-increase test), and City acknowledges that such transfer by Arias Trust will not violate the Specific Plan's test under these circumstances (given that the Arias Trust transfer combined with the Hoey East transfer will result in a net increase of only 9 units in the East Cluster). In order to implement the transfer, Arias Trust shall notify City and the other members of Applicant of the specific receiving properties and the years from which RDO Allocations will be transferred. 9. The RDO Holders initially intend to develop their 427 RDO Allocations in the annual parcel-by-parcel schedule shown in Table G-3, 10. If Applicant desires to accelerate the schedule for use of the RDO Allocations, City reserves the right to deal with the increased workload by retaining outside consultants to process Applicant's building permit applications, at Applicant's expense. 11. In the event a member of the RDO Holders is in default under this Agreement, or otherwise is not permitted to use that member's RDO Allocations, that member's RDO Allocations shall not be lost but may be used by other members of the RDO Holders to accelerate development of their portions of the Subject Property, so long as in conformance with Table G-l and the timing restrictions and other provisions in this Agreement, and subject to Applicant giving City the appropriate notices as required by this Agreement. Once the RDO Holder has cured its default or otherwise is permitted to develop its property, that member may resume using RDO Allocations as Applicant communicates to City, all subject to the provisions of this Exhibit G. rREMAINDER OF PAGE INTENTIONALLY LEFT BLANK.I 3 HOI82001/600620- J. TABLE G-l INITIAL ANNUAL A V AIL ABILITY OF 427 RDO ALLOCATIONS (subject to acceleration or deferral as allowed under this Agreement) YEAR RDO ALLOCATIONS 2007 71 200~ 71 2009 - 71 2010 71 2011 71 2012 72 TOTAL 427 TABLE G-2 DISTRIBUTION OF 427 RDO ALLOCATIONS BY CLUSTER AND PROPERTY (subject to transfers as allowed under this Agreement and Specific Plan) (reflecting Hoey transfers but not Arias Trust transfer) RDO HOLDER INITIAL RDO REVISED RDO PROPERTIES ALLOCATIONS ALLOCATIONS East Cluster 244 231 (-11) Hoey East 24 13 (-11 to Hoey North) Goldsmith 68 68 Fratelli 74 74 Filice 78 78 West Cluster 126 116 (-10) Hoev West 97 87 (-10 to Hoey North) Arias Trust 29 29 BanklRaleys - - North Cluster 57 78 (+21) Hoey North 57 78 (+21) (+ 10 from Hoey West, + 11 from Hoey East) TOTAL 427 427 4 HOI82001/600620-1 TABLE G-3 INITIAL DISTRIBUTION OF 427 RDO ALLOCATIONS BY PROPERTY BY YEAR (subject to acceleration, deferral and transfers as allowed under this Agreement) (reflecting Hoey transfers described in Table G-2) PROPERTY 2007 2008 2009 2010 2011 2012 I TOTAL I East Cluster - I I Hoey East - - - - - 13 13 Goldsmith 5 4 - 16 14 29 68 Fratelli - - 26 23 23 2 74 Filice 27 25 17 - - 9 78 SUBTOTAL: 32 29 43 39 37 53 233 West Cluster Hoey West 39 42 6 - - - 87 Arias Trust - - 3 8 10 8 29 SUBTOT AL: 39 42 9 8 10 8 116 North Cluster Hoey North - - 19 24 24 11 78 TOTAL 71 71 71 71 71 72 427 5 HO 18200 1 /600620-1 EXHIBIT H [INTENTIONALLY OMITTED] 1 HO 18200 1/600620-1 EXHIBIT] CITY FEES/T AXES IN EFFECT AS OF ADOPTION DATE Applicant shall pay all the fees specifled in the "City of Gilroy Comprehensive Fee Schedule 2006", adopted October 30, 2003 by City Council Resolution No. 2003-68 as revised on June 1, 2006 (the "Fee Schedule"). Attached to this Exhibit I for informational purposes are select pages from the Fee Schedule showing those fees most likely to be required in relation to development and occupancy of the Project; however, all fees listed in the Fee Schedule shall apply whether or not shown in the attached pages from the Fee Schedule. Applicant also shall pay all Existing City Fees, City taxes, special assessments or other charges documented by City as being in effect as of the Adoption Date and applicable to the Subject Property, the Project, or Applicant as specified in Article 8, whether or not included in the Fee Schedule. 1 HO 18200 1/600620-1 Clpy O!F q IL9(ay COMP9(~:J{~9{SI1lE !f~~ SCJ{~1Jm~ 2006 5l.iopted October 20/ 2003 ~o{utwn 9{um6e:r 2003-68 ~visetl June 1/ 2006 2 HO 18200 1/600620-1 City of Gilroy Worksheet for Hourly Rate Billing Fees Comm. Services Department CS ~ Administration 100-2400 CS - Public Information 100~240f CS - Museum &. Culture 1 00~2402 CS _ Environ. Programs 100-2404 CS _ Youth Center 100-2405 CS - Senior Center 100-2406 CS - Landscape Maint 100-2420 CS - Street Maintenance 100-2430 CS - Comm. Recreation 290-2410 CS - Sewer System Eng. 700-2460 CS . Water System Engin. 720-2470 CS ~ Water 8ackflow Prevo 720-2473 Department Total Comm. Development Dept CD ~ Administration 100-2600 CD _ Engineering 1oo~2601 CD - Planning 100-2602 CO - Bldg & Life Safety 100-2603 CD ~ Haz.. Mat/Chern, Control 100-2605 CD - CDBG - Grant Admin, 254~2621 CD _ CDBG ~ Code Enforc. 254-2622 CD ~ COBG - Neighborhood 254-2624 CO - CDBG - Neighborhood 255-2600 CD - CDBG - Housing Trust 259-2621 CD - Park Development 410-2600 CD - Traffic Impact 433-2600 Department T otaf SCRAW CD - SCRWA - Chern. Control 84{)"2668 Department Total Note: The above hourly division rates do not include part-time staff. 3 HO 18200 1/600620-1 85.18 93.17 77.95 97.99 82.80 87]0 64.85 69.44 72.88 74.67 68.10 72,50 72,07 151.55 163,55 125.36 130,30 122.65 83,23 80.14 82,79 47.31 65.88 92.29 105.74 121.55 91,04 91.04 4 ADMINISTRATIVE SERVICES DEPARTMENT Finance Ucense$ (City Code Chapter J 3, Article IV and City Code Section ) 6A 6) Licens~lIgJJ~Jl!.n\ll![Y"ljzt~!}1;:h year (City Code Section ) 339) Business License (Appljcation/Proces.sing) a Change (other than location or o~llershjp) Renewal/Reprint .$) 5.00 b. New/moved/change in location or o....llership LCommercialllndustrial $ 275.00 2. Home Occupation .$ 65.00 3. Out-ot:'tO\vn business service address :) 30.00 4. Regulated Business .$ 440.00 'i Building Inspection .$ 130.00 Retail, wholesale business, manufacturing., food processors with a fiXed place of business within the city limits. a New businesses will pay on estimated gross receipts (or partial year and first full year's license b Fees for subsequt,'nt years .vill be based upon annual gross receipts as follows (Each branch location wi!! be reported separately) $ 0 - S 40,000 '540.00 annually .$ 40,001 - $ 140,000 $ 80.00 annually $140,001 - $ 240,000 $ 120.00 annually 5240,001 -:$ 340,000 $ 160.00 annually $340,001 - $ 540,000 $ 20000 annually $540,001 -.$ 740,000 $ 240~00 annually $740,001 - $ 940,000 $ 280.00 annually $940,001 - $1,140,000 $ 320,00 annually Additional $20 per year <<)r each $200,000, or any portion thereof. $ 11,740,001 or more $ 2,000.00 annually Apartments (at one location or address) Nu~per of Units 0-2 3 - 5 6 - 20 21 - 40 41 - 60 61 - 80 81 - 100 WI - Over SO.OO $ 40~00 annually $ 80.00 armually $ 120.00 annually :$ 160,00 annually $ 20000 annually $ 240.00 annually $ 280.00 annually 4 HO 18200 1/600620-1 EUlld Number 100-0431-??oo-3210 5 Finance (continued) Sanita" Sewer Service (Cily Code Chapter 19, Article VI) Deposits Fee tlJooNumber 700-1605 Residential $ 50,00 .Commercial $ 75.00!250.00Jamourlt determined by Finance DepL Per Apartment Unit S 20 00 * Commndal accounts paying tbe higher sewer base amount will pit)' 5250.00, or a bigher amount dctennined b)' Finance Division. Sewer Service Initiation fee Residential users will pay Hat rdtes as follows Single-Family Residence Multi-Family Residence Mobile Home Park Units Flat Rate Users (per month) Bonfante Gardens Gilroy Foods (East) Gilroy Foods (\Vest) Gavilan College Highland Avenue Eight Schools-Non-metered Irrigation Goldsmith Seeds Commercial and institutional users 'Will pay rates based on \vater consumption as follows: Schools, Protessional Offices, Car washes Offices DepartmentIRetail Stores Laundromats/Laundry Rooms Hotels/Motels (no food), Misc. Users, Hospitals Assembly Halls, etc, Auto Dealers Paper Container I\-1anufacturcrs Multiple Use, Commercial Laundries Food Processors, Bakeries Hotels with Restaurants Crroccry Stores, Mortuaries, R.estaurants HO 18200 1/600620-1 :I> 1000 $ 29. 74/month $ 2! 12Jmondv'unit $ 21. 12JmontJv'unit $ 3,524,00 $ 2,7&4.28 $ 123.32 $ 5,192,11 $ 1,039,92 $ 10,987.45 $ 342,16 Base R.file~ $ 66.09 $ 8.09 $ 8.09 $ 66JJ9 $ 66,09 $ 8,09 $ 66.09 $ 66.09 $ 66,09 $ 66.09 $ 66,09 $ 66 09 5 700-0433-0000- 3640 700-0.132-0000-3620 Ph,AslIQQQ.gallons; $ 4.54 $454 $4.99 $ 4,99 $ 5.58 $5.58 $ 5.90 $ 6.86 $ 7,04 $ 7,63 $ 9,05 $1132 10 Finance {continued) E\llliJ Nllmber Sanitary Sewer Se.rvi(~ (Continued) .Pretreatment Fees (City Code Section 19.106(b)) Charges for permit applications: a. For aU industrial users b.'Por all industrial uscrs discharging only domestic wastewater with BOD and 55 Jess than 300 mg/I each aod with average daily flow Jess than 1,000 galsJday, and \'lith no hazardous materials stored, handled or processed on the premise. $ 6609/rnomh $ S.09/month Miscellaneous F~ Video Sewer Lateral $ 400.00 I!m franchise Tax a. Gas & Electricity (Ordinance No 550 gas and 551 electricity) 100-043 ),17JO~3180 b. Garbage franchise (per agreement dated July, 1997) c, Cabk: Television (City Code Section 24.95) A sum equal to 2% of gross annual receipts for gas and an equal amount for electricity determined by an established agreement. 4% administration cost 100,0431-1720-31 gO 5% franchise fee HJO,0431-1730-3180 A sum equal to 5% oftolal gross receipts collected any calendar year (in 3&'feement form). Sales and Use Tax (City Code Sections 22,8 and 22.9) OIle percent (1%) of gross receipts Proposition 112 Sales Tax . Public Safety One half percent (12%) of gross receipts 100-0431-0000-3140 253-1400-0000,3140 Transient Occupancy Tax (City Code Section 25A.2) Nine percent (9%) of the rent charged by the operator 100-0431-??oo-3160 11 6 HO 18200 1/600620-1 :Finance (continued) Taxes Ulility Users Tax (City Code Chapter 26B) a. Communication Services (i.e. Telephone) I. V crlzon Phone 2. Wireless Phone 3. Miscellaneous b Electricity I Pacific Gas & Electric 2. !vliscdlaneous c. Gas I. Pacific Gas & Electric 2. l'vtiscelJaneous d Steam e Video Services (i.e. Cable TV) I. Cable Television F\Jn9 Number 100-0431,15xx-3170 5% of charges 100,0431-1540-3170 100-0431-1560-3170 I 00-043 1 -1550.3 ! 70 5% of charges 100.0431-1510-3170 100-0431-1530-3170 5% of charges 5% of charges 5% of charges 100-043],1510-3170 l00~0431-1530,3170 100-0431-1520.3170 100-0431-1570+3170 WSlter Service (City Code Section 2742) Deposits 120-1605 Residential $ 50.00 "Commercial $ 75.00!250.00/amount dctennined by Finance Depl Per Apartment Unit $ 20.00 .. Commercial accounts paying tbe higber sewer base amount wiJI pay $250.00. or a higher amount determined by )'inance l>ivision. Serv-ice Charges Backf10w Inspection Construction Water Delinquent Services a Over-time b. Call.out c. Locking Services I. Required 2. Broken Meter a, Removal b Test %"to J" 1 V2" and OVL'1' HO 18200 1/600620-1 $ 40.00/device 720-0433-0000-3890 $ 2. 16/ff+ $J68.14!acre 72~0433~00.3620 $ 65.00 :> 10.00 additional $ 155 00 additional 72(~0433,OOOO-3(~0 $ 40.00 additional $ 20.00 additional $ 55.00 S 70.00 $ 130.00 12 7 Finance (coDtinued) Water Service (Continued) Portable Fire Hydrant Meter a. Deposit b. Relocation Service c. Usage W'aterMcters Size ofM{tt~i: 5/8 x % inch lineh 1 ~;$ inch 2 inch 2 inch W 1605 'furbo J inch \V3505 Turbo 4 inch Wl000S Turbo 3inen SRH Compound 4 inch SRH Compound 3 inch fire Hydrant Meter Water Tanker Truck Water Service lnitiation fee a. Over,time b. Call-out Water Usage Rates E~Q .t!olJIsLl'Iumber S I,OOO.OO/rncler 120-0433-0000-3620 $ 35.00 $ 65.00/montn plus $ 4.04/1,000 gals. Flillside Pressure Rate per 1,000 gals Zone 2 $ 4,68 Zone 3 $:535 720,0433,0000-3640 Basic Cost $ 359.83 $ 414.97 $ 615.28 $ 737.28 $ 979.83 $ 1,369.46 $ 2,347.48 $2,150.78 $ 4,121.92 S 7743>0 Corporation StoP. &, T lID $ 151.20 S IS 120 $ 22620 $ 226.20 Total Cost $ 552.17 $ 60731 $ 951090 $ 1,073.90 Curb Stop $ 41.14 $4]14 $ 110.42 $ 110.42 $ 20.00 for first 6,000 gals 120-0433-0000-3620 plus $4.0411,OOO gals after $ 40.00 nO.0433-0oo0-3640 $ 15.00 additional $ ) 55.00 additional nO.0433-0000.3620 !}n~e Rate/Month '~ inch $ 5.22 1 inch $ 5..90 I ~ inch $ 14,74 2 inch S 2357 3 inch $ 64.99 4 inch $ 196.96 6 inch S 39935 8 inch $ 53249 to inch $ 665,60 Rates for larger meters will be established by the finance Division, as necessary, HO 18200 1/600620-1 13 8 f!'hUlDce (continued) 'Vater Service (Conlinued) Residential Iier.!! 0-5,000 5,001 - 15,000 15,001 - 30,000 30,0\''>1+ Ratell,9_QQ$allon& $ 0,77 $ 150 $4.04 S 5.89 Seniors Iie~ o - 5,000 5,001 -15,000 15,001 . 30,000 30,001+ 1<..i;lLti1..QP.~U:t1:!!IO!ll Free $1.50 $ 404 $ 5.89 CommerciallI ndustriaI Ii~!} 0-3,000 3,001 - 30,000 30,001+ Ratell.00Qg@.HQ[l!i $ 0.77 $ I. 82 $ 2,02 Irrigation Only Jier~ o - 30,000 30,001+ RI11911.000 gallons $4,04 $5.89 9 HOI82001/600620-1 E~ Fund Number Hillside Pressure Ratdl, 000 gallons ZQne~'f $IAO ;$ 2.14 $468 $6.52 S 2,07 S 2.81 $5.35 $ 7.19 Hillside Pressure RaIeIl,OOO gallons ?on~ 2 $2.14 $2.81 $ 4,68 $ 5.35 $ 6 52 $ 7J 7 Hillside Pressure Ratell,ooO gallons Zone 2 Zone .3 $ 1.40 S 2.07 $2.45 $3.12 $ 2.66 $ 3.33 Hillside Pressure Ralell,OOO gallons z.Qn~.l $4,68 S 6.52 $ 5.35 $ 7.19 14 Community Development Department General Inspections and Fees (nU divisions) Additional pIau review required by changes, additions or revisions to approved plans (minimum charge-one half hour) Division(s) hourly rale Additional permit issuance (minimum eharge-one halfhnur) Division( s) hourly rate Inspections for ;..rueh no fee is specifically indic.lted (minimum charge-one half hour) Divisiou(s) hourly rate Inspections outside of normal business hours (minimum charge - 2 houfs) Division(s) hourly rate at time and half Re-inspcction fees assessed under Section 305(15) Divi$ion(s) hourly rate with I-hour minimum Deferred Submittal Penalty/Investigation Amount equal to plan review fees Bundin!! Life Environmental Safety (OLES) Buildin2 f~ Fund Number Building "11m Chf(:k Plan Check Re\1cw (minimum % hour division hourly ralc) Plan Change Review Deposit for Plan Check Services 75% of building permit 100-2603-0000-3605 fee.. as set forth in Table A (pg 21) $ 355,00 Per contract or agreement Miscellaneous Fees (City Code Section 2.41(c)(I)a & 6.1) Accessibility a. Equivalent Facilitation b Unreasonable Hardship JOO-260)-00~3605 $ 285.00 $ 285,00 Administrative Hearing $ 500,00 Alternative Materials Review $ 530,00 100-2603-0000-3605 Building Code Appeal Fee $ 2,145.00 15 10 H0182001/600620-1 BLES/Buildine: (continued) l\liscellancous fees (continued) Demolition a Historical Building b Major c !\'linor $ 2,050.00 $ 820,()O $ 35000 House Moving a Within City b. From outside City $ 880.00 S 880.00 plus travel time Physically Challenged Board of Appeal $ 2,14000 $ 425.00 100-2603-0000-3605 Plot Plan Review/Lot Ch.'ltlge 100-2603-??oo-3240 100-2(,03-0000-3610 $ 80,OOleach % hour 100-2603-0000-3610 PHHooflnspections (minimum charge - 'is hour) Reproduction a. Building Permit b. Building Plans c. Certificate of Occupancy d. Microfilm Building Plan Sheet $ 3500 $ 155.00 + $ 7 (l{)/shcet $10.00 $ 50.00 RH' ,'I sheet and $ 500 each additional sheet $ 20.00 for I'; shet-1 and S 3.00 each additional sheet $ 60.00 + $ HJOJsheet Project Specification Sheet e. Project Specifications , 00-2603-0000-3890 .$ 130.00 100-2603-0000-3605 Sign Bond Application Strong Motion Fee {Charged by State through City) Public Resources Code, Section 2705(a) Fee is based on attached Building Valuation schedule which is determined by: $ .000 lOx valuation with a minimum of$ 0.50 for Group R occupancies excluding hotels and motels, and $.00021 x valuation for all other occupancies. Temporary Certificate of Occupancy Bond Application $ 295..00 Utility Bond Application $225.00 11 HO 18200 1/600620-1 80 1-2603-D 101-3899 80 1-2603-D 102-3899 100-2603-0000-3605 100-2603,0000-3605 16 BLES/Building (continued) Permit Fees Building Permit Electrical, Mechanical and Plumbing Grading HO] 8200 1/600620-1 Fee Eund Number As set forth in 100-2603.0000-3240 Table A (pg 21) As set forth in Tables B, C, and D (pgs. 22-31) As set forth in Tables G & H (pg. 32) 17 12 En2ineering Development Impact l<'ees Public Facilities Impact Fees (City Code Section 296) Residential~" Low Density Residential High Density Commercial Industrial Sewer Development Impact Fees (City Code Section 2.96) Residential ~ I,ow Density Residential - High Density CommerdaIllnduSl rial Storm Development Impact Fees (City Code S(,"Ction 2(6) Residential- Low Density Residential - High Density Commercial Industrial Assembly Hall Street Tree Impact Fees (City Code Section 26.16) City Plant iog and Replacement Inspection and Replacement Traffic Impact Fees (Ordinance No, 92-17) Residential. ["ow Density Residential . High Density Commercial- l..nw Traffic Commercial - I figh Traftlc Industrial - General Industrial, Warehouse Waler Development Imp.act Fees (City Code Section 2,96) R.esidential -Low Density Residential - High Density Commerciall1ndustrial HO] 82001/600620-1 Fee $ 20,29000lunit $ 17. I 88,OOIk.s.f $ 2,95000/1<.5f $ UIOOO/ksf $ 11,778,OO/unit $ 6,37400lunit $ 3,72700lcgp<l $ 647,OOJacre $ J,01500!acre $ 1,75200/acre :I> 1.293.00!acre $ 64700lacre $ 256/ff $ O.36/ff: S 9,545.00/unit $ 7,737,OO/unit $ 1O,560.001k.s.f $ 21,33100/ksf $ 4,18600/1<5.f $ 3,034,OOlksf $ 3,579.00!unit $ 1,447,OO/unit $ 5,6lO.001kgpd 13 Flltu;! Number 440-2600-000{)-3660 435-2600-??oo-3660 420-2600-0000-3660 432-2600-0000-3660 433-2600.0000-3660 436-2600-0000-3660 36 Engineerin1! (continued) Fec Fund Number M i$cenaneousF~s IOo...2601~OOOO-3625 Minimum initil\' deposit: It'inal cost will be based upon stafTtime and analysis, legal review, environmental review, re-submiUaJs, applieant delays, ete. Aerials City-wide (not individual tiles 24x36 glossy) $25.00/CD $30.00..each C ertit'icate of Compliance $ 27000/certificate Parks and Facilities lv1aster Plan (CD) S 25.00 (CD) Reproduction Blue Prints &. Sepias Plotter Prints Large $ 3.OOIpage (24)(,36) Small S 20S/page (18x26) $ 4000/l1rst page (24:<36) plus $ 15, OO/each additional page Scanning Fee for Maps & Improvement Plans $ 8.00/sheet Standard Details $ 35.00 hard copy $ 25.00 (CD) Utility Master Plan (CD) $ 2500 (CD) Oversize Transportation Permits $ 16.00 single trip $ 90.00 annual permit $ 90.00 repetitive permit Public ImprovemeotPbm Cb~~ and Insmttion ...'~ 100-2601-0000-3605 New DevelopmentlPlan (~heck/1nspe(,..tionlEncroachmellt Permits tor private use of public larlds or easement excluding residential sidew'alks and other government agencies. Based on total cost of public right.of.way improvements: $0.00 - $100,000 12% $100,001 - $200,000 10% Over $200,000 8% 37 14 HO 18200 1/600620-1 Engineering (continued) Ft~ Fund Number Reimbunement$ This schedule is used to charge and reimburse fees for existing infrastructure and, ifnot required by the development, determine the reimbursement or credit for the oversized portion of master planned water, sewer, and storm main extensions required to be installed to sizes greater than that shown below for developer responsibility. Country Estate Water System $ 1,78826/0nil 801-2601.0000-3899 Sewer Mains -including manhole Developer is responsible for up to and including 12" mains 6" Main 8" Main IO"?-"1ain 12" Main 15" Main 18" Main 21" Main 24" ?v1ain 2 T" 1\.'lain 30" Main 3J"Main 36" Main 39" Main 42" Main Full PipelLF S 157.00 $ 161.0() S 175.00 $ 179.00 $ 188.00 $ 202.00 $ 220.00 S 228.00 $ 263.00 $ 31000 $ 341 00 S 385.00 $ 457.00 $ 571.00 801-260] -0000-3899 li'lJLeip~t,E $ 79.00 $ 8 LOa :$ 8700 $ 89.00 $ 94,00 $ 101.00 S 110.00 $ 114.00 :$ 132.00 $ 155.00 $ 170.00 $ J93,OO $ 228.00 $ 286,00 Subdivision Map Check (Cit)' Code Chapter 21, Art. 1II and Subdivision Map Act, Section 66451.2) a, Final Map $: 1,925.00 . $ IS.OO/lot IOO-2601~OOOO~362S b. Parcel Map $ 2,055.00 + $ ISJ)OIJot c. Re~assessm{:nt Map $ 260,00 + $ 30.00/)0t plus customer assessment consultant HO 18200 1/600620-1 38 15 Engineering (continued) Reimbu('$ement~ (continued) Fce Fund Number Storm Mains - including manholes and catch basins Developer is responsible for up to and induding 24" mains 80 1,260 1-0000-3899 18" Main RCP 21" ~"fajn RCP 24" Main RCP 27" Main RCP 30" Main RCP 33" Main RCI> 36" Main ReI> 42" Main ell' 48" Main ell' 54. l\.1ain elP 60. i\.1ain eIP 66" Main ell> n"Main ell) 78" Main CIP 84" Main C1P 90" Main elP 96" Main CIP Fyll Pipe/Lf' $ 135.00 $ 149.00 $ 152.00 .$ 178.0Q $ 191.00 $ 197.00 $ 204.00 $ 21200 $ 251.00 $ 296.00 $ 341.00 S 38600 $ 43200 $ 465.00 $ 498.00 $ 531.00 $ 564.00 T raffle See nex1 page tor fees Half Pipe/Lf S 68.00 $ 74.00 $ 76.00 $ S9 00 $ 96.00 $ 99.00 $ 102.00 $ 106.00 $ 126.00 $ 148.00 $ 170.00 $ 193.00 S 216.00 $ 232.00 $ 249.00 $ 265.00 $ 282 00 801-2601-0000-3899 Water Mains - including fire hydrants, valves and valve boxes Developer is responsible for up to and including 12" mains Fyll PinliLF HalfPipeILF $ g..4.00 $ 42.00 $ 88,00 $ 44.00 S 10LOO $ 51.00 $ 112,00 $ 56.00 $ 123.00 $ 61.00 $ 134,00 $ 67.00 $ 146,00 S 73.00 $ 163.00 $ 82,00 $ 178.00 $ 89.00 $ 197.00 $ 99.00 $ 228.00 $ 114.00 6" Main S" Main lO" Main 12" Main 14" Main 16" Main l8"Main 20" Main 24" Main 30" Main 36" Main HO 18200 1/600620-1 39 16 TRAFFIC IMPACT FEE REIMBURSEMENT 2006 In~. ~ b ,"'J.lI.lIl'Sit>le 10< aU"~ Im!l(wem<>rlt> and fir.;l trn.",ll"".. IWtM l\o T rafl'i<; Cit~Wl M:r$lj;, !"tall (1'19...... $)'01 googtaphiG ....as <JIigillle Nr ""ml:oJt<",,_ ~ reimbuf1l4ld'-- be trno Ills.., cI h folloWing' 1 T 01:00: Cty .af~c !:n lht~ l~i!:&11j"flPf~'t':f;"1.rnt P..l:xtgct (on) k>r ~h~ Rne lt8'm h"tz'(t belO'tt' OR: "2 o,rtra.;tOt$ 1ma' ~l ~ tof tN:' 'D>3:~ hr:,~ rt~"\"'!'Ili ~!:>tl~d bDt)'W 13 PnIlImlmlry 1lIlld final ~ i4'a.~T~{';';~oo) TOTAl.. PROJECT COST ~nlOl'l edlJal "",,<I< compk1<l<l "'*1 n!ltrllN~ II ~ was no! ,.q"\1O<l by d.,..ro~l 10" LF l~it~HO C::~4rn:i~.~,00\iU~.\lmW''''l''f'tf>?~Fil(KlOLKt:.v,m: R~~n(<'~$i-Mlilt~~>>!"'I ~",o.mp""'" -.... HO 18200 1/600620-1 looll"_~ 3l1I'M 17 40 ! ~ i! i~ ..... jJ! <: u ~ n .. .~.. ~ u ~ Ii I €~ w ,.,$1 Q:~ u \1.1 ~ ii l.U ~l Ll... i\-;: ..... Ad' (,,) .Ii ~ I~ ~ 11 l( !~ ~ l~ ~i $,<< HOI82001/600620-1 j I S ,: t ~ i ~ ! i?t t I'" ! :d .. H! ::.. ?1 !i.:l 11 ~l ~ J.Ii ~ !j ! h~ Ud t'~ '" ~ or :i t- o J- IX l.lI 11. .~..~.. :>0 l.lI,.. -O.'l' :; ::!. uJ t: : I 18 ! I " '$ H ~j' ai Ii 1;_ ~" d H il' ':t t ~ ,. '>0 '" t .. .. " , ,. : !, i I ~ i I .. t i ~ I I l I i I I H ~. v'*- 41 r- I I .... ,...." I ~b I ~~ I wo::l I' ~ Vi o:::Z I 0...0 Z :=ill.. 2 -~ ,.... 4.0::: l~~t=cr: J ~,-J (/) W 00...1-0... o...(3zo t/lzw......l .~ti:~~ o:::o...cr:W l- Q",o ......Iow<n <(ZO:::_ SZ~<(O::: 0... wW >-....0:::0 l-Z<(z w - ,. ~ 0 <( IlOww:=i w>::r.:w cr:ouo::: ;::lg:~w S:2::e:r:r u..__.... I :nn I _~bltl:i " - ...,. - '" ... .. ... - .- .. '" nnt jtj,l,!( . , I I I 19 HOI82001/600620-1 ........., ~ ~ e H ~ ~ I . . . ')' ~ "'; n ; ~< ~ ci Sl il ~! ;i! ,;1 ......, qi 42 Planoio2: Minimum initial deposit: Final cost win be based upon staff time and analysis, legnl review, environmental review, re-submittah, continued public bearings, additionalpubUshing costs, applbnt dtlays, de. Fllnd.N.YJUber Processin* Fees and Chal1!cs (City Code Section 2.41(c)(1)a) Affordable Housing Exemption Filing Fee plus publishing costs ("Applicant may be required to deposit additional fees to cover cost of City staff review. ) $ 3,19000 min. deposit* 100-2602-0000-3625 (Division hourly rate which will be invoiced against initial deposit) Annexation Fees City as Lead Agency $ 4,67500 Note: Actual cost for other reiatcti fees will be collccted by the City for outside agencies and are estimated to be as follows: County Surveyor $ 2,00000 80 i -26D2-CSOO,3899 LA.FCO See next page for fees 801.:l602-LAOO,3899 State Board ofEquali7..ation (set by State of California) Less than 1 acre $ 300.00 I to 5 acres $ 35000 6 to 10 acres $ 500.00 11 to 20 acres $ 800.00 21 to 50 acres $ 1,200,00 51 to 100 acres $ 1,500.00 10l to 500 acres $ 2,000.00 SOl to 1000 acres $ 2,500.00 1001 to 2000 acres $ 3,000.00 2001 and above $ 350000 Consolidation per district or zone $ 300.00 Entire district transaction $ 300.00 Dissolution or Name Change $ 0.00 80 1 ,2602-SBOO-3899 Development Agreement Fees S10,000 minimum deposit 801-2601-PWDO-3899 (Division hourly rate ,"vhieh will be invoiced Against initial deposit plus attorney fees) 43 20 HOI82001/600620-1 )>lannin2 Minimum initial dell~sit: Final cost will be based upon staff tillle and analysis, legal review, environmental review, re-submittals, continued public hearings, additional publisbing costs, applicant delays, elc. .Eyod Number ProcC$Sin2: Fees i\nd Cba~~ (continued) (City Code Section 2.4 1 (c)(1)a) Architectural and Site Review Request ResidentialU a. New Construction 100-2602-0000-3625 b. Remodeling Commercial and Miscellaneous'" a. New Construction $ 2, nO.OO/first lot + $ 255.oo!add'llot flat land $ 855.00!add'llot hillside $ 1,315.00 b. Remodeling Industrial" .. a New Construction $ 4,200.00/first 5000 sq. n. + $ 300.00/add'l 5000 sq. 11 $ 2,060.00 b. Remodeling $ 3,665.00/first 10,000 sq. fl. + $ 255,OO!add'l 10,000 sq. ft $ 1,93500 ".. Additional fees above base fees ",ill be collected fOf all Architectural and Site Review projects located within a combining district, Note: When as A/S and/or PUD project requires additional applications (only in situations involving a CUP and/or Variance) the lead application will be accessed the full fee, \vith the accompanying application(s) to be charged a reduced fee equal 10 Y2 tbeestablished base fee + an hourly rate when processing and analysis expenditufi..'S exceed the base amount (to be determined by the project planner prior to final determination) Conditional Use Permit R<.'quest $ 3,085.00 + publishing costs." Continuance Request by Applicant Planning Division hourly rate (minimum $ 290.00) + publishing costs". Development Agreement Fees $10,000 minimum deposit (division hourly rate which will be invoiced against initial deposit phiS attorney fees) Development Time Extension Planning Division hourly rate (minimum $ 255J)())" publishing costs.... .... For those projects involving multiple public hearing applications, we will reduce publication costs to a single charge when it is determined, and reasonnbly possible, that the public-hearing applications can be processed together. 45 21 HOI82001/600620-1 Plan nine: Minimum initial deposit: Final (ost will be based upon staff time and analysis, legal review, environmental review, ~submittals, continued public bearings, additional publisbing costs. applkant delays, etc. Fcc Flln<:!..J::!~uipg prQ(:cssinlZ Feet .and Chaf1l.cs (continued) (City Code Section 2AI(c)(I)a) Environmental a. Categorieal Exemption b. Initial Study Review d. Enviromnental Impact Report Review $ 170.00 Dcpartment( s )/Di vision( s) hourly rates with a $ 3,850.00 min deposit';" publishing""" costs and attorney fees Depanmem( s)IDivision(s) hourly rates with a $ 5,49000 min deposit.;.. publishingu. costs and .attorney fees 10% of contract price "..ith a $ 11,62500 minimum + publishing costs**" Actual contract cost 801.2602.EIRO-3899 plus 10"'/0 c. Expanded Initial Study Review e. Environmental Impact Report! Initial Study Contract Deposit General Plan Map Amendment $7,86000/tirst 10 acres + $ I 45,OO/add'110 acres + publishing cost General Plan Text Amendment $ 7,040.00+publishing cost*"* 1 00-2602-0000-3625 Historic Neghborhood 5: 2,450,00 Historic Site S 2,795.00 Home Occupation Appeal $ 2,070j)O Note: Minor Deviations, when detennined by the project planner to be free of any signirreallt issues or concerns, may be assessed a fee equal to ~jl the established base fee + an hourly rate when processing and analysis expenditures exceed the base amounl (10 be determined by the project planner prior to final determination). *".. For those projects involving multiple public hearing applications, we will reduce publication costs to a single charge when it is determined. and reasonably possible. that the public-hearing applications can be processed together. 46 22 HOI82001/600620-1 I)lanning Minimum initial deP<>$it= Final cost wm be based upon staff time and ~palysis, legal revj.~, envin>nmenllll review, re-submittals, continued public hearings, additional publishing costs, applicant deltl)'s, etc. Fund. liwn'il<;:r Protessin2 Fees and Cbar2:es (City Code Section 2.41 (c)( l)a) MilJs Act Rt:quest Minimum deposit of$ 3,190.00 plus A Homey costs Minur Deviation Appeal $ 2,375.00 + publishing cost*** Minor Deviation Variance Review $ 1,200.00 r.lobilc Ilome Rent Review $ 5,02000 t. arbitrator's fee Planned Unit.Development $ 4,520.00 Note: \Vhen an /VS and/or pun project requires additional applications (only in situations involving a CUJ> and/or Variance) the leau application will be assessed the full fcc, with the accompanying application(s) to be charged a reduced fee equal to Yi the established base fee t an hourly rate when processing and analysis expenditures exceed the base amQunt (to be determined by the project planner prior to linal determination). Planning Commission Appeal $ 600.00 per application Reproduction Planning Commission (AgendasJ Action) S 46.00 Residential Development Ordinance (RDO) $ 1,360.00 + proportionate share of publishing costu. Residential Development Deposit $ 3,000.00/uoit 801-2602.0000.3899 Senior Housing Exemption Minimum deposit of$ 2,820,00 Sign Pemlit Request $ 85.00/first 25 sq. ft 100-2602-0000-3625 plus $ 15.00/add'125 sq, It Small Project Exemption Minimum deposit of$ 2,820.00 ,,** For toose projects involving multiple public hearing applications, we will reduce publication costs to a single charge when it is determined, and reasonably possible, that the public-hearing applications can be processed together 47 23 HO 18200 1/600620-1 f>lannine MiBimuminitial denosit: ,Final cost will be based upon staff time and anmy'sis, legal review, cm.'ironmcntal review, re-submitta.ls. continued public bcarin~st additional publishing costs, applicant delays, etc. r .~~ Fund Number Processing Fees and Cluu1!cS (City Code Section 241(<:)(I)a) Temporary Use Review (Zoning Code Section 47.10) Planning Division hourly rate ($ 1,000.00 minimum) Tentative Parcel Map $ 5, no. DO/first 4 lots 1 $ 80.00!add'llot + publishing cost*'" Tentative Tract Map Request $ 8,09500/first 12 lots + $ SO QO/add'l flat land $ 28000Jadd'} lot hillside + publishing cost" U Tentative Tract Map Extension $ 500.00 Urban Service Area Fee $ 7,625,OO/flrst 10 acres + IOO-26Q2-0000-3625 $ 130.00Jadd'l 10 acres + publishing cost and LAFCO fees*"* Variance Request $; 2,905.00**" plus publishing cost I OO~ 2602 -0000,3625 Williamson Act Cancellation Request $ 6,095.00 + publishing costu" Zone Change Request $ 3.570,OOfnrst 10 acres + $ 8500!add'l 10 acms t publishing cost Zoning Ordinance Amendment Request $; 4,235.00 + publishing cost It U It*- For those proje<:ts involving multiple public hearing applications, we will reduce publication costs to a single charge when it is determined, and reasonably possible, that the public-hearing applications can be processed together 48 24 HO 18200 1/600620-1