Oakley City Council
March 10, 2026

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off

4.4-7 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
western red bat.

East Contra Costa County HCP/NCCP Permit Area
and Non-East Contra Costa County HCP/NCCP
Permit Area

4.4-7 A bat survey shall be conducted 15 days prior
to the commencement of construction
(including tree removal). All bat surveys shall
be conducted by a biologist with known
experience surveying for bats. Both tree
canopies and understories shall be examined
for evidence of bat roosting. Written verification
of survey results shall be submitted to the City
of Oakley Planning Division. If western red bats
or other special-status bat species are not
found, further mitigation for special-status bats
shall not be required.

If special-status bats are found, a
determination shall be made by the qualified
biologist young are present. If young are found
roosting in any tree, impacts to the tree(s) shall
be avoided until the young have reached
independence of the tree. A non-disturbance
buffer fenced with orange construction fencing
shall also be established around the maternity
site. The size of the buffer zone shall be
determined by a qualified bat biologist at the
time of the surveys. If adults are found roosting
in a tree or building on the project site, but
maternal sites are not found, the following
measures shall be undertaken to avoid
impacting the bats:
• Tree trimming and/or removal shall
only be conducted during seasonal
City of Oakley
Planning
Division
15 days prior to the
commencement of
construction
(including tree
removal)
474
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
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Number Impact Mitigation Measures
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periods of bat activity: between
August 31 and October 15, when bats
would be able to fly and feed
independently, and between March 1
and April 15 to avoid hibernating bats,
and prior to the formation of maternity
colonies.
• Any trees that will be removed and
that the biologist has identified as
having potentially suitable bat roost
habitat shall be removed using a twoday phased removal method:
o On day one, in the afternoon,
limbs and branches shall be
removed using chainsaws
only. Limbs with cavities,
crevices, and deep bark
fissures shall be avoided.
o On day two, the rest of the
tree shall be removed under
the direct supervision of the
biologist.

If tree removal must occur outside of the
seasonal activity periods mentioned above
(i.e., between October 16 and February 28/29,
or between April 16 and April 30), then a
qualified biologist with at least two years of
experience surveying for bats shall conduct
preconstruction surveys within 14 days of
starting work. If the qualified biologist finds
evidence of bat presence during the surveys,
then the biologist shall develop a plan for
475
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
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removal and exclusion, in conjunction with
CDFW.

4.4-8 Have a substantial
adverse effect, either
directly or through
habitat modifications, on
other nesting birds and
raptors protected under
the MBTA and CFGC,
including loggerhead
shrike.

East Contra Costa County HCP/NCCP Permit Area
and Non-East Contra Costa County HCP/NCCP
Permit Area

4.4-8 A nesting survey shall be conducted by a
qualified biologist within seven days of
commencement of project construction if the
work would commence between February 1st
and August 31st. The nesting survey shall
include an examination of the coast live oak
trees, eucalyptus and pine trees, shrubs, and
ground vegetation on the project site and within
200 feet of the entire project site (i.e., within a
zone of influence of nesting birds). The zone of
influence shall include the areas outside the
project site where birds could be disturbed by
earth-moving vibrations and/or other
construction-related noise. Written verification
of survey results shall be submitted to the City
of Oakley Planning Division. If active nests are
not found, further mitigation for nesting birds
and raptors shall not be required.

If birds are identified nesting within the zone of
influence, a qualified biologist shall establish a
temporary protective nest buffer around the
nest(s). The nest buffer shall be staked with
orange construction fencing. The buffer shall
be of sufficient size to protect the nesting site
from construction-related disturbance and shall
be established by a qualified ornithologist or
biologist with extensive experience working
with nesting birds near and on construction
City of Oakley
Planning
Division
Within seven days
of commencement
of project
construction if the
work would
commence between
February 1st and
August 31st
476
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
sites. Nesting buffers shall be 50 feet from the
nest site or nest tree dripline for passerine birds
and 300 feet for sensitive nesting birds,
including raptor species known from the region
of the project site.

Construction or earth-moving activity shall not
occur within any established nest-protection
buffer prior to September 1, unless determined
by a qualified ornithologist/biologist that the
young have fledged and have attained
sufficient flight skills to avoid project
construction zones, or that the nesting cycle is
otherwise completed. At the end of the nesting
cycle, and fledging from the nest has occurred,
as determined by a qualified biologist,
temporary nesting buffers may be removed,
and construction may commence in
established nesting buffers without further
regard for the nest site.

4.4-10 Have a substantial
adverse effect on State
or federally protected
wetlands (including, but
not limited to, marsh,
vernal pool, coastal, etc.)
through direct removal,
filling, hydrological
interruption, or other
means.

East Contra Costa County HCP/NCCP Permit Area
and Non-East Contra Costa County HCP/NCCP
Permit Area

4.4-10(a)Prior to the commencement of construction in
the North Development Area, the project
proponent shall submit a formal Aquatic
Resources Delineation to the U.S. Army Corp
of Engineers (USACE) for verification
purposes and determination as to whether the
project activities will require a Clean Water Act
(CWA) Section 404 permit. The Aquatic
Resources Delimitation shall be conducted
according to the wetland types and wetland
delineation provisions described in Table 9-5,
U.S. Army
Corp of
Engineers
(USACE)
City of Oakley
Planning
Division
Prior to
commencement of
construction in the
North Development
Area
477
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
Wetland Fee and Acreage Determination
Methods, of the ECCC HCP/NCCP. The
Aquatic Resources Delineation shall also
document the expected impact on the
jurisdictional wetlands and waters that would
result from the project. A copy of the USACE’s
determination shall be submitted to the City of
Oakley Planning Division.

4.4-10(b)If a Clean Water Act (CWA) Section 404 permit
is determined to be necessary, prior to the
issuance of grading permits, the project
applicant shall apply for a Section 404 permit
from the USACE. Waters that would be lost or
disturbed shall be restored, replaced or
rehabilitated on a “no-net-loss” basis. Habitat
restoration, rehabilitation, and/or replacement
shall be at a location and by methods
acceptable to the USACE. In the event that a
Section 404 permit is required, the project
applicant shall also apply for a Section 401
water quality certification from the Regional
Water Quality Control Board (RWQCB) prior to
the issuance of grading permits and adhere to
the certification conditions therein.

USACE
Regional
Water Quality
Control Board
(RWQCB)
Prior to issuance of
grading permits

4.4-12 Conflict with any local
policies or ordinances
protecting biological
resources, such as the
City of Oakley’s Heritage
and Protected Tree
standards.

East Contra Costa County HCP/NCCP Permit Area
and Non-East Contra Costa County HCP/NCCP
Permit Area

4.4-12 Prior to project-related tree removal, the
project applicant shall be required to comply
with the standards included in Section

9.1.1112 of the City’s Municipal Code by
implementing one of the options provided in
Section 9.1.1112(g)(11)(a), to the satisfaction
Director of the
Community
Development
Department or
the Planning
Commission
Prior to projectrelated tree removal
478
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
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Implementation
Schedule Sign-off
of the Director of the Community Development
Department or the Planning Commission, as
applicable.

Chapter 4.5 – Cultural and Tribal Resources

4.5-2 Cause a substantial
adverse change in the
significance of a unique
archeological resource
pursuant to CEQA
Guidelines, Section
15064.5 or disturb
human remains,
including those interred
outside of dedicated
cemeteries.

4.5-2(a) Prior to initiation of ground-disturbing activities, a qualified archaeologist shall conduct a short
awareness training session for all construction
workers and supervisory personnel. The
course shall explain the importance of, and
legal basis for, the protection of significant
archaeological resources. Each worker shall
also learn the proper procedures to follow in
the event cultural resources or human
remains/burials are uncovered during
construction activities, including work
curtailment or redirection and to immediately
contact their supervisor and the archaeological
monitor. The worker education session shall
include visuals of artifacts (precontact and
historic) that might be found in the project
vicinity and take place on the construction site
immediately prior to the start of construction.

Documentation of the training (i.e., a sign-in
sheet) shall be retained at the site and shall be
submitted with applicable reports to the City of
Oakley Planning Division.

4.5-2(b) During project construction, a qualified Native American monitor shall be allowed to observe
earth-moving activities. If archaeological
resources are discovered during project
construction, then all work shall halt within a
100-foot radius of the discovery. A qualified
archaeologist, meeting the Secretary of the
City of Oakley
Planning
Division
City of Oakley
Planning
Division
Prior to initiation of
ground-disturbing
activities
During project
construction
479
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
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Interior’s Professional Qualification Standards
for precontact and historic archaeologists, shall
be called to evaluate the significance of the
find. Work shall not continue at the discovery
site until the archaeologist conducts sufficient
research and data collection to make a
determination that the resource is either 1) not
cultural in origin; or 2) not potentially significant
or eligible for listing on the National Register of
Historic Places (NRHP)/California Register of
Historical Resources (CRHR). If a potentially
eligible resource is encountered, then the
archaeologist and the City of Oakley Planning
Division shall arrange for either 1) total
avoidance of the resource, if possible; 2) test
excavations or total data recovery; or 3) other
alternative forms of mitigation. The
determination shall be formally documented in
writing and submitted to the City of Oakley
Division as verification that the provisions in
CEQA for managing unanticipated discoveries
have been met.

4.5-2(c) In the event of the accidental discovery or
recognition of any human remains, further
excavation or disturbance of the find or any
nearby area reasonably suspected to overlie
adjacent human remains shall not occur until
compliance with the provisions of CEQA
Guidelines Section 15064.5(e)(1) and (2) has
occurred. The Guidelines specify that in the
event of the discovery of human remains other
than in a dedicated cemetery, further
excavation at the site or any nearby area
Native
American
Heritage
Commission
(NAHC)
City of Oakley
Planning
Division
In the event of the
accidental discovery
or recognition of any
human remains
480
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
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Number Impact Mitigation Measures
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suspected to contain human remains shall not
occur until the county coroner has been
notified to determine if an investigation into the
cause of death is required. In the case of the
proposed project, if the Contra Costa County
Coroner determines that the remains are
Native American, then, within 24 hours, the
Coroner must notify the Native American
Heritage Commission (NAHC), which in turn
will notify the most likely descendants who may
recommend treatment of the remains and any
grave goods. The potential exists that the
NAHC may be unable to identify a most likely
descendant, the most likely descendant fails to
make a recommendation within 48 hours after
notification by the NAHC, or the landowner or
his/her authorized agent rejects the
recommendation by the most likely descendant
and mediation by the NAHC fails to provide a
measure acceptable to the landowner. In such
case, the landowner or an authorized
representative shall rebury the human remains
and grave goods with appropriate dignity at a
location on the property not subject to further
disturbances. Should human remains be
encountered, a copy of the resulting County
Coroner report noting any written consultation
with the NAHC shall be submitted for review
and approval to the City of Oakley Planning
Division.

Contra Costa
County
Coroner

4.5-3 Cause a substantial
adverse change in the
significance of a tribal
cultural resource, as

4.5-3 Implement Mitigation Measures 4.5-2(a)
through 4.5-2(c).

See Mitigation
Measures 4.5-
2(a) through

4.5-2(c)
See Mitigation
Measures 4.5-2(a)
through 4.5-2(c)
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January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
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defined in PRC Section
21074.

Chapter 4.6 – Geology and Soils

4.6-3 Be located on a
geological unit or soil
that is unstable, or that
would become unstable
as a result of the project,
and potentially result in
on or off-site landslide,
lateral spreading,
subsidence, liquefaction,
or collapse, or be located
on expansive soil, as
defined in Table 18-1B of
the Uniform Building
Code.

4.6-3 Prior to issuance of a grading permit, the
applicant/developer shall incorporate the
recommendations of a design-level
geotechnical report into the Improvement
Plans for approval by the City Engineer. The
recommendations shall include, but are not
limited to, the options available to reduce
impacts related to lateral spreading,
liquefaction, and subsidence/settlement. Once
final grading plans are designed, the project’s
geotechnical engineers shall determine the
appropriate methods of mitigating the effects of
lateral spreading, liquefaction, and
subsidence/settlement, such as:
• Remove and replace potentially
liquefiable soils and/or expansive and
corrosive soils;
• Strengthen foundations (e.g., posttensioned slab, reinforced mat or grid foundation, or other similar system) to
resist excessive differential settlement
associated with seismically-induced
liquefaction;
• Support the proposed structures on an
engineered fill pad (minimum of 5 feet
thick) in order to reduce differential
settlement resulting from seismicallyinduced liquefaction and post-seismic pore pressure dissipation; and/or
City Engineer
Director of
Public Works
Chief Building
Official
Qualified
Geotechnical
Engineer
Prior to issuance of
a grading permit
482
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
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• Densify potentially liquefiable soils
with an in-situ ground improvement
technique such as deep dynamic
compaction, vibro-compaction, vibroreplacement, compaction grouting, or other similar methods.

All grading and foundation plans for the
development shall be designed by a Civil and
Structural Engineer and reviewed and
approved by the Director of Public Works/City
Engineer, Chief Building Official, and a
qualified Geotechnical Engineer prior to
issuance of grading and building permits to
ensure that all geotechnical recommendations
specified in the geotechnical report are
properly incorporated and utilized in the project
design.

4.6-4 Directly or indirectly
destroy a unique
paleontological resource
or site or unique geologic
feature.

4.6-4 Should construction or grading activities result
in the discovery of unique paleontological
resources, all work within 100 feet of the
discovery shall cease. The City of Oakley
Community Development Department shall be
notified, and the resources shall be examined
by a qualified archaeologist, paleontologist, or
historian, at the developer’s expense, for the
purpose of recording, protecting, or curating
the discovery as appropriate. The
archaeologist, paleontologist, or historian shall
submit to the City of Oakley Community
Development Department for review and
approval a report of the findings and method of
curation or protection of the resources. Work
may only resume in the area of discovery when
City of Oakley
Community
Development
Department
Should construction
or grading activities
result in the
discovery of unique
paleontological
resources
483
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
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the preceding requirements have been
implemented. The language of this mitigation
measure shall be included on any future
grading plans, utility plans, and/or
improvement plans approved by the City of
Oakley.

Chapter 4.7 – Hazards and Hazardous Materials

4.7-1 Create a significant
hazard to the public or
the environment through
the routine transport,
use, or disposal of
hazardous materials.

4.7-1 Prior to issuance of Certificate of Occupancy,
future building tenant(s) shall disclose any use
or disposal of hazardous materials that would
occur as part of project operations to the City
of Oakley Planning Division and the Contra
Costa County Fire Protection District
(CCCFPD). In the event that project operations
would include such actions, the future building
tenant(s) shall notify the Contra Costa Health
Services Hazardous Materials Program
(CCHSHMP) of the hazardous materials that
would be handled during operations and file a
Hazardous Materials Management Plan
(HMMP) and Hazardous Materials Inventory
Statement (HMIS) to CCHSHMP. The HMMP
and HMIS shall consist of general business
information, basic information on the location,
type, quantity, and health risks of hazardous
materials, and emergency response and
training plans. Any and all requirements
enforced by CCHSHMP shall be adhered to
with a report documenting proof of compliance
submitted to the City of Oakley Planning
Division and CCHSHMP.

City of Oakley
Planning
Division
Contra Costa
County Fire
Protection
District
(CCCFPD)
Contra Costa
Health
Services
Hazardous
Materials
Program
(CCHSHMP)
Prior to issuance of
a Certificate of
Occupancy

4.7-2 Create a significant
hazard to the public or
the environment through

4.7-2(a) Prior to issuance of building permits, a qualified Environmental Engineer firm shall review the
building plans to determine the vapor intrusion
City Engineer Prior to issuance of
building permits
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Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
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reasonably foreseeable
upset and accident
conditions involving the
likely release of
hazardous materials into
the environment.
risk factor. If potential health risks are identified
in exceedance of the applicable environmental
screening levels (ESLs) established by the
Regional Water Quality Control Board
(RWQCB), building plans shall be revised to
incorporate a vapor intrusion mitigation system
(VIMS). The VIMS shall be required to
demonstrate that potential health risks related
to vapor intrusion are adequately reduced to
below the applicable ESLs. For example,
measures required to reduce the potential for
vapor intrusion may include a vapor barrier to
block vapors, passive or active subsurface
system to capture and divert potential vapors,
and/or other equivalent measures. The VIMS
shall be submitted to the City Engineer for
review and approval.

4.7-2(b) Prior to approval of grading permits, a surficial soil sample laboratory analysis shall be
conducted in the vicinity of the existing
buildings within the project site by a qualified
Environmental Engineer in accordance with
the California Department of Toxic Substances
Control (DTSC) Interim Guidance for Sampling
Agricultural Properties dated August 7, 2008.

Once the soils are collected, the soils shall be
tested for lead and asbestos. If encountered
during soil sampling, the groundwater shall
also be tested. If soil or groundwater
contaminates are not found, further action is
not required; however, if lead or asbestos is
found to be higher than the allowable
thresholds, the assessment shall include the
City of Oakley
Planning
Division
Prior to approval of
grading permits
485
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January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
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appropriate mitigation including, but not limited
to, soil remediation to an acceptable total
threshold limit concentration (TTLC) level per
applicable State and federal regulations by
excavation of the contaminated soil, and
subsequent transportation and disposal off-site
at an appropriate Class I or Class II facility
permitted by DTSC; or by properly capping the
contaminated soil, in compliance with DTSC
regulations (e.g., placing soils underneath
project roadways, etc.). Materials containing
more than one (1) percent asbestos that is
friable are also subject to Bay Area Air Quality
Management District (BAAQMD) regulations.

Removal of materials containing more than
one (1) percent friable asbestos shall be
completed in accordance with BAAQMD
Section 11-2-303. All recommended mitigation
measures shall be implemented by the project
applicant, subject to review and approval by
the City of Oakley Planning Division.

Chapter 4.8 – Hydrology and Water Quality

4.8-1 Violate any water quality
standards or waste
discharge requirements
or otherwise substantially
degrade surface or
ground water quality
during construction.

4.8-1 Prior to issuance of any grading permits, the
contractor shall prepare a Storm Water
Pollution Prevention Plan (SWPPP) for review
and approval by the Central Valley RWQCB.

The contractor shall file the Notice of Intent
(NOI) and associated fee to the SWRCB. The
SWPPP shall serve as the framework for
identification, assignment, and implementation
of BMPs. The contractor shall implement
BMPs to reduce pollutants in stormwater
discharges to the maximum extent practicable.

Construction (temporary) BMPs for the project
Central Valley
RWQCB
City of Oakley
Public Works
Director/City
Engineer
Prior to issuance of
any grading permits
486
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Chapter 4 – Mitigation Monitoring and Reporting Program

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may include, but are not limited to: fiber rolls,
straw bale barrier, straw wattles, storm drain
inlet protection, velocity dissipation devices, silt
fences, wind erosion control, stabilized
construction entrance, hydroseeding,
revegetation techniques, and dust control
measures. The SWPPP shall also be
submitted to the City of Oakley Public Works
Director/City Engineer for review and approval
and shall remain on the project site during all
phases of construction. Following
implementation of the SWPPP, the contractor
shall subsequently demonstrate the SWPPP’s
effectiveness and provide for necessary and
appropriate revisions, modifications, and
improvements to reduce pollutants in
stormwater discharges to the maximum extent
practicable.

4.8-2 Violate any water quality
standards or waste
discharge requirements
or otherwise substantially
degrade surface or
ground water quality
during operation.

4.8-2 As part of the Improvement Plan submittal
process, the preliminary Stormwater Control
Plan provided during environmental review
shall be submitted in final format for the review
and approval of the City of Oakley Public
Works Director/City Engineer. The final
Stormwater Control Plan will be reviewed in
concert with the Improvement Plans to confirm
conformity between the two. The report shall
be prepared by a Registered Civil Engineer
and shall, at a minimum, include: A written text
addressing existing conditions, the effects of
the proposed improvements, all appropriate
calculations, watershed maps, changes in
flows and patterns, and proposed on- and offsite improvements to accommodate flows from City of Oakley
Public Works
Director/City
Engineer
During the
Improvement Plan
submittal process
487
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Chapter 4 – Mitigation Monitoring and Reporting Program

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this project. The report shall identify water
quality protection features and methods to be
used during construction, as well as long-term
post-construction water quality measures. The
final Stormwater Control Plan shall be
prepared in conformance with the
requirements of the C.3 Guidebook that are in
effect at the time of Improvement Plan
submittal.

4.8-4 Substantially alter the
existing drainage pattern
of the site or area,
including through the
alteration of the course
of a stream or river or
through the addition of
impervious surfaces, in a
manner which would:
substantially increase the
rate or amount of surface
runoff in a manner which
would result in
substantial erosion or
siltation on- or off-site;
substantially increase the
rate or amount of surface
runoff in a manner which
would result in flooding
on- or off-site; or create
or contribute runoff water
which would exceed the
capacity of existing or
planned stormwater
drainage systems or

4.8-4 Prior to approval of final project improvement
plans, a final drainage plan shall be submitted
to the City of Oakley Public Works Director/City
Engineer for review and approval
demonstrating the project’s compliance with all
State stormwater standards and requirements.

The final drainage plan shall identify the water
quality treatment and source control measures
needed to ensure that stormwater runoff from
the proposed project is adequately treated and
peak flows do not exceed the capacity of the
receiving storm drainage system.

City of Oakley
Public Works
Director/City
Engineer
City of Oakley
Engineering
Department
Prior to approval of
final project
improvement plans
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provide substantial
additional sources of
polluted runoff.

4.8-5 Substantially alter the
existing drainage pattern
of the site or area in such
a manner as to impede
or redirect flood flows, or
in flood hazard, tsunami,
or seiche zone, risk
release of pollutants due
to project inundation.

4.8-5 Prior to grading activities, the Improvement
Plans shall show that the building pads of
Building 2 and Building 3 are raised above the
100-year base flood elevation. A Hydrology
Study shall be submitted for the review and
approval of the City of Oakley Public Works
Director/City Engineer. The Hydrology Study
shall be reviewed in concert with the
Improvement Plans to determine if the fill
required as part of the proposed project would
result in a base flood elevation increase of
greater than one foot at surrounding
properties.

Should the Hydrology Study determine that a
base flood elevation increase of greater than
one foot would occur at surrounding properties,
as part of the Improvement Plan submittal
process, the project applicant shall obtain a
Conditional Letter of Map Revision Based on
Fill from FEMA for the placement of Building 2
and Building 3 within the FEMA-identified
Flood Hazard Zone AE within the North
Development Area. A copy of the Conditional
Letter of Map Revision Based on Fill from
FEMA shall be submitted to the Public Works
and Engineering Department prior to issuance
of certificates of occupancy for Building 2 and
Building 3.

City of Oakley
Public Works
Director/City
Engineer
Prior to approval of
Improvement Plans
489
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
Chapter 4.10 - Noise

4.10-2 Generation of a
substantial permanent
increase in ambient
noise levels in the vicinity
of the project in excess
of standards established
in the local general plan
or noise ordinance, or
applicable standards of
other agencies.

4.10-2(a)Prior to approval by the City Engineer of the
final Improvement Plans for the proposed
project, the Improvement Plans shall include
the following requirements:
• Eight-foot-tall sound walls shall be
constructed along portions of the
northern boundary of the North
Development Area, in the location
indicated in Figure 4.10-5 and the
Environmental Noise Assessment.
• The noise barrier wall shall be
constructed of concrete panels,
concrete masonry units, earthen
berms, or any combination of these
materials or equivalent materials, as
approved by the City engineer, that
achieve the required total height and
acoustical attenuation. Wood shall not
be used due to eventual warping and
degradation of acoustical
performance. The barrier height shall
be relative to the commercial building
pads or the nearby residences,
whichever is greater.

4.10-2(b)Prior to approval by the City Engineer of the
final Improvement Plans for the proposed
project, the Improvement Plans shall indicate
that development of the proposed project
includes installation of quiet pavement at the
following roadway segments, as indicated in
Figure 4.10-6 and the Environmental Noise
City Engineer
City Engineer
Prior to approval by
the City Engineer of
final Improvement
Plans
Prior to approval of
Improvement Plans
490
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
Assessment prepared for the proposed project
by Saxelby Acoustics:

1. Main Street from Bridgehead Road to
Sandy Lane; and

2. Big Break Road, north of the at-grade
railroad crossing.

The pavement would be required for any
portion of the roadway passing a noisesensitive use, and for a distance of 100 feet on either side of the sensitive-use.

4.10-4 Generation of a
substantial permanent
increase in ambient
noise levels associated
with development of the
proposed project in
combination with future
development.

4.10-4 Implement Mitigation Measures 4.10-2(a) and

4.10-2(b).

See Mitigation
Measures

4.10-2(a) and

4.10-2(b)
See Mitigation
Measures 4.10-2(a)
and 4.10-2(b)
Chapter 4.12 – Transportation

4.12-1 Conflict with a program,
plan, ordinance, or policy
addressing the
circulation system during
construction activities.

4.12-1 Prior to the issuance of grading and building
permits, the project applicant shall prepare a
Construction Traffic Management Plan for
review and approval by the City Engineer. The
requirements within the construction
management plan shall include, but are not
necessarily limited to, the following elements:
• A project staging plan to maximize onsite storage of materials and equipment;
• A set of comprehensive traffic control
measures, including scheduling of
City Engineer Prior to issuance of
grading and building
permits
491
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
major truck trips and deliveries to
avoid peak hours; lane closure
proceedings; signs, cones and other
warning devices for drivers; and
designation of construction access
routes;
• Provisions for maintaining adequate
emergency access to the project site;
• Permitted construction hours, per City
of Oakley standards;
• Designated locations for construction
staging areas;
• Identification of parking areas for
construction employees, site visitors,
and inspectors, including on-site
locations;
• Signs posted at the entrances to the
construction sites noting who to
contact if there are questions or
concerns, along with a contact phone
number; and
• Provisions for street sweeping to
remove construction-related debris on
public streets.

4.12-2 Conflict with a program,
plan, ordinance, or policy
addressing the
circulation system,
including transit,
roadway, bicycle, and
pedestrian facilities.

4.12-2 Prior to Improvement Plan approval, the
Improvement Plans for the proposed project
shall indicate that development of the
proposed project includes:
• In accordance with the 2022 California
Green Building Code:
o Short-term bicycle parking
(bicycle racks) for at least five
percent of the number of
City Engineer Prior to approval of
Improvement Plans
492
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
vehicle parking spaces shall
be provided onsite; and
o Long-term bicycle parking
(bicycle lockers) for at least
five percent of the tenant
employees working onsite
shall be provide onsite.
• Consistent with Figure 3-8 Bikeway
Network Plan of the City of Oakley
General Plan:
o A Class I bicycle path shall be
installed along the project’s
Big Break Road frontage;
• Crosswalks and actuated pedestrian
signals shall be installed at the
intersection of Live Oak Avenue and
Main Street on all four approaches;
• Crosswalks shall be installed at the
intersection of Big Break Road and
Vintage Parkway on all four
approaches;
• The proposed sidewalk on Main Street
shall be extended from the eastern
edge of the project site to the
intersection of Main Street and Big
Break Road; and
• Sidewalks shall be provided along all
primary internal roadways.
o A Class II bicycle lane shall be
along the project’s
Bridgehead Road frontage,
consistent with Figure 3-8
Bikeway Network Plan of the
493
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
City of Oakley’s General Plan;
and
o Class IV separated bikeway
along the project’s Main
Street frontage.

Inclusion of the foregoing requirements on the
Improvement Plans for the proposed project
shall be subject to review and approval by the
City Engineer.

4.12-4 Substantially increase
hazards to vehicle safety
due to a geometric
design feature (e.g.,
sharp curves or
dangerous intersections)
or incompatible uses
(e.g., farm equipment).

4.12-4(a)Prior to Improvement Plan approval, the
Improvement Plan for the proposed project
shall be reviewed by the City Engineer to
ensure that adequate sight distance is
maintained at all project driveways. Objects
greater than three feet in height (i.e.,
landscaping, monument signs, etc.) shall not
be allowed within the sight distance triangles at
project driveway intersections. Particular
attention should be given to the northern
project driveway on Bridgehead Road.

4.12-4(b)Prior to Improvement Plan approval, the
Improvement Plans for the proposed project
shall indicate that development of the
proposed project includes:
• The proposed westernmost driveway
on Main Street shall be relocated to the
east. The driveway shall have a
minimum separation of 250 feet from
the existing Dutch Bros. Coffee
driveway to provide for adequate and
safe operations without conflicts;
City Engineer
City Engineer
Prior to approval of
Improvement Plans
Prior to approval of
Improvement Plans
494
Final EIR
Bridgehead Industrial Project
January 2026
Chapter 4 – Mitigation Monitoring and Reporting Program

MITIGATION MONITORING AND REPORTING PROGRAM
Bridgehead Industrial Project
Impact
Number Impact Mitigation Measures
Monitoring
Agency
Implementation
Schedule Sign-off
• The proposed internal “horseshoe
shaped” intersection located north of
the intersection of Main Street and
Live Oak Avenue shall be redesigned
to include a 90-degree intersection of
internal streets with the maximum
amount of throat depth possible. The
intersection shall have a minimum
throat depth of 200 feet;
• The two proposed eastern driveways
on Main Street shall be relocated to
align with existing streets on the south
side of the roadway to eliminate
turning conflicts and clarify right of
way; and
• R5-2 “No Trucks” signs shall be
installed on internal roadways at the
locations illustrated on Figure 4.12-4.

Installation of the signs shall be
required to prevent trucks from exiting
the project site by way of Big Break
Road during project operation, where
heavy trucks are prohibited.

Inclusion of the foregoing requirements on the
Improvement Plans for the proposed project
shall be subject to review and approval by the
City of Oakley City Engineer.
495
Ord. No. XX-26 Page 1 of 4 XX, 2026
ORDINANCE NO. XX-26

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF OAKLEY APPROVING A DEVELOPMENT AGREEMENT FOR THE PROJECT KNOWN AS “BRIDGEHEAD INDUSTRIAL PROJECT (DA 2025-01)”
(APNS 037-020-007, 037-040-007 and 037-040-015)
WHEREAS, the City has enacted a Development Agreement Ordinance, codified as Chapter 3 of Title 9 of the Oakley Municipal Code (“OMC”) establishing the procedures and requirements for the consideration of development agreements pursuant to California Government Code Section 65864 et seq.; and
WHEREAS, on December 13, 2023, Oxfoot Oakley LLC ("Applicant") filed an application requesting approval of:
1) a General Plan Amendment (GPA 02-23) to redesignate the General Plan Land Use Designation of the southern portion (approximately 76.4-acres) of the approximately 164-acre site from Commercial (CO) to Light Industrial (LI); 2) a Rezone (RZ 04-23) to re-classify the Zoning District for the entire project from BPL (Business Park Low) District (northern portion) and SP-2 (River Oaks Crossing Specific Plan) District (southern portion) to P-1 (Planned Unit Development) District in conjunction with a Preliminary Development Plan;
3) a Tentative Map (TM 10-23) to subdivide the three existing parcels totaling approximately 164 acres into 10 lots;
4) a Design Review (DR 11-23), including site design and building architecture for 10 buildings totaling approximately 3.12 million square feet; 5) a Master Sign Program (MSP 01-23) for sign designs and specifications for the entire site, including all future buildings and entrances; and 6) a Development Agreement (DA 2025-01) ("Project").

The northern and southern portions are bisected by the BNSF railroad tracks and known as the North Development Area and the South Development Area. The North Development Area is zoned BPL (Business Park Low) District and is bordered by the Oakley Logistics Center to the west, Big Break Road to the east, open space to the north, and the BNSF railroad tracks to the south (APN 037-020-007). The South Development Area is zoned SP-2 (River Oaks Crossing Specific Plan) District and is bordered by Bridgehead Road to the west, the BNSF railroad tracks to the east and north, and Main Street to the south (APNS 037-040-007 and 037-040-015); and WHEREAS, on March 26, 2025, the project application was deemed complete per Government Code section 65920 et. seq; and
496
Ord. No. XX-26 Page 2 of 4 XX, 2026
WHEREAS, on January 20, 2026, the Planning Commission held a duly noticed public hearing to consider the proposed Project for recommendation to the City Council, received the staff report and staff presentation, received comments from the public and interested parties, and deliberated on the Project. At the conclusion of its deliberations, the Planning Commission took a vote and adopted 1) Planning Commission Resolution No. 2-26 recommending the City Council adopt a resolution certifying the Bridgehead Industrial Project Environmental Impact Report (SCH. No. 2024050471), make certain findings concerning mitigation measures, adopt a mitigation monitoring and reporting program, make findings concerning alternatives, and adopt a statement of overriding considerations, and 2) Planning Commission Resolution No. 3-26 recommending City Council approve the project titled, “Bridgehead Industrial Project (GPA 02-23, RZ 04-23, TM 10-23, DR 11-23, MSP 01-23, DA 2025-01),” as conditioned; and WHEREAS, on or before February 26, 2026, the Notice of Public Hearing for the Project was duly noticed in the Contra Costa Times, a newspaper of general distribution, was posted at the Project site, at Oakley City Hall located at 3231 Main Street, outside the gym at Delta Vista Middle School located at 4901 Frank Hengel Way, and outside the library at Freedom High School located at 1050 Neroly Road, was posted to the City’s website, and was mailed out to all owners of property within a 500-foot radius of the project’s boundaries, to parties requesting such notice, and to outside agencies; and WHEREAS, on March 10, 2026, the City Council opened the public hearing at which it received a report from City Staff, oral and written testimony from the public, and deliberated on the project. At the conclusion of its deliberations, the City Council took a vote and adopted this resolution to approve the project, as revised by the City Council during its deliberations; and
WHEREAS, on March 10, 2026, the City Council took the following additional actions related to the Project:
 Adoption of City Council Resolution No. XX-26, certifying the Bridgehead Industrial Project Environmental Impact Report (SCH No. 2024050471);  Adopting of City Council Resolution No. XX-26, approving the Project’s proposed General Plan Amendment (GPA 02-23);
 Waiving the first reading and introducing of an ordinance to approve the Project’s Rezone application (RZ 04-23);
 Adoption of City Council Resolution No. XX-26 approving the Project’s proposed Tentative Map (TM 10-23), Design Review (DR 11-23), and Master Sign Program (MSP 01-23); and
WHEREAS, these Findings are based upon the City’s General Plan, the City’s Zoning Ordinance, the City’s Commercial and Industrial Design Guidelines, and the information submitted to the City Council at its March 10, 2026 meeting, both written and oral, including oral information provided by the applicant, as reflected in the minutes of 497
Ord. No. XX-26 Page 3 of 4 XX, 2026
such meetings, together with the documents contained in the file for the project (hereinafter the “Record”); and
WHEREAS, if any term, provision, or portion of these Findings or the application of these Findings to a particular situation is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of these Findings, or their application to other actions related to the Project, shall continue in full force and effect unless amended or modified by the City.

NOW, THEREFORE, BE IT RESOLVED THAT, on the basis of the above findings of fact and the entire Record, the City Council makes the following additional findings in support of the Project approval for the Development Agreement (DA 2025-01, as shown in Exhibit “A” of this resolution:

SECTION 1. Findings
Pursuant to Oakley Municipal Code Chapter 9.3, the City Council hereby finds and determines as follows:

A. Regarding the application requesting approval of a Development Agreement (DA 2025-01), the City Council finds that the Proposed Development Agreement:

1. Is consistent with the objective, policies, general land uses and programs specified in the General Plan;

2. Is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located;

3. Is in conformity with public convenience, general welfare and good land use practice;

4. Will not be detrimental to the health, safety and general welfare;

5. Will not adversely affect the orderly development of property; and

6. Pursuant to Oakley Municipal Code Section 6.12.154, the project includes conditions to address hazards related to construction or development in flood hazard zones in that Mitigation Measure 4.8-5 of the Project EIR reduces the impact to less than significant by requiring a Hydrological Study, raising the buildings out of the Flood Zone, and potentially needing to file a Conditional Letter of Map Revision.

B. The Project complies with Measure J Growth Management requirements.

SECTION 2. Approval of the Development Agreement
498
Ord. No. XX-26 Page 4 of 4 XX, 2026
The City Council hereby approves the proposed Development Agreement, included as Exhibit “A” to this ordinance, and authorizes and directs the Mayor to sign it.

SECTION 3. Recordation of Development Agreement
Within ten (10) days after the Mayor executes the Development Agreement, the City Clerk shall submit the Development Agreement to the County Recorded for recordation.

SECTION 4. Effective Date and Posting
This ordinance shall take effect and be in force thirty (30) days from and after the date of its passage. The City Clerk shall cause the ordinance to be published within fifteen (15) days after its passage in a newspaper of general circulation, or by publishing a summary of the proposed ordinance, posting a certified copy of the proposed ordinance in the City Clerk’s Office at least five (5) days prior to the City Council meeting at which the ordinance is to be adopted, and within fifteen (15) days after its adoption, publishing a summary of the ordinance with the names of the Council Members voting for and against the ordinance.

PASSED AND ADOPTED by the City Council of the City of Oakley on this day of , by the following vote:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

APPROVED:

Hugh Henderson, Mayor
ATTEST:

Kim Snodgrass, City Clerk Date
I HEREBY CERTIFY that in accordance with Government Code Section 40806, this ordinance is a true and correct copy of a city ordinance. It has been published or posted pursuant to law.

Kim Snodgrass, CMC
City Clerk
499
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RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

City of Oakley
Attn: City Clerk
3231 Main Street
Oakley, CA 94561
Exempt from Fees Per Gov. Code § 6301
______________________________________________________________________ Space above this line for Recorder’s Use Only

DEVELOPMENT AGREEMENT
By and Between
City of Oakley
and
Oxfoot Oakley, LLC
_________________, 2026
500
DEVELOPMENT AGREEMENT NO. __
This Development Agreement (hereinafter “Agreement”) is entered into effective as of the ____ day of ____________, 2026 by and among the City of Oakley, a municipal corporation (hereinafter “CITY”), and Oxfoot Oakley, LLC, a Nevada limited liability company (hereinafter “OWNER”):

RECITALS
WHEREAS, CITY is authorized to enter into binding development agreements with persons having legal or equitable interests in real property for the development of such property, pursuant to Section 65864, et seq. of the Government Code and the CITY’s Municipal Code (Chapter 3 of Title 9 Development Agreements); and WHEREAS, OWNER has an equitable interest in approximately 164 acres of real property in the CITY (the “Property”), as described in more detail in Exhibit “A” and generally depicted in Exhibit “B”, where OWNER will construct and operate the Project contemplated and specifically defined herein;
WHEREAS, OWNER has requested CITY to enter into a development agreement (the “Agreement”), and proceedings have been taken in accordance with the rules and regulations of CITY; and
WHEREAS, by electing to enter into this Agreement, CITY shall bind future City Councils of the CITY by the obligations specified herein and limit the future exercise of certain governmental and proprietary powers of CITY; and WHEREAS, the terms and conditions of this Agreement have undergone extensive review by CITY and the City Council and have been found to be fair, just and reasonable; and
WHEREAS, the best interests of the citizens of the CITY and the public health, safety and welfare will be served by entering into this Agreement; and WHEREAS, on January 20, 2026, at a duly noticed public hearing, the CITY Planning Commission considered the Project, which consisted of the following entitlements: General Plan Amendment (GPA 02-23), Rezoning (RZ 04-23), , Tentative Map (TM 10-23), Design Review (DR 11-23), Master Sign Program (MSP 01-23), and this Development Agreement (DA 2025-01), and recommended approval thereof to the CITY Council through adoption of Planning Commission Resolution No. ____; and WHEREAS, on _____, 2026, at a duly noticed public hearing, the CITY Council considered the Project for approval, which consisted of the following entitlements:

General Plan Amendment (GPA 02-23), Rezoning (RZ 04-23), Tentative Map (TM 10- 23), Design Review (DR 11-23), Master Sign Program (MSP 01-23), and this Development Agreement (DA 2025-01), and approved all the Project entitlements by virtue of approving City Council Resolution No(s). _____ and Ordinance No(s). ___ as further detailed on Exhibit “C”; and
501
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WHEREAS, Ordinance No(s). ___ was approved after second reading on _____, 202_; and
WHEREAS, all of the procedures of the California Environmental Quality Act (“CEQA”) have been met with respect to approving the Project and the Agreement by virtue of the preparation and certification of the Environmental Impact Report (State Clearinghouse No. 202405041) (the “EIR”). At the above-described duly noticed public hearing on ______, the CITY Council found and determined that the EIR was prepared in accordance with the requirements of CEQA and adequately describes the impacts of the Project described in the EIR, which included consideration of this Agreement, and certified the EIR; and
WHEREAS, the Project’s Existing Development Approvals set forth in detail on Exhibit “C” and incorporated herein by this reference, the Project generally permits 3.1 million square feet of light industrial warehouse and logistic buildings and potentially data center uses on the Property, as well as utility facilities, associated roadways and other necessary infrastructure; and
WHEREAS, this Agreement and the Project are consistent with the CITY’s General Plan; and
WHEREAS, all actions taken and approvals given by CITY have been duly taken or approved in accordance with all applicable legal requirements for notice, public hearings, findings, votes, and other procedural matters; and WHEREAS, development of the Property in accordance with this Agreement will provide substantial benefits to CITY and will further important policies and goals of CITY; and
WHEREAS, this Agreement will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure progressive installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the purposes for which development agreements under Sections 65864 et seq. of the Government Code are intended; and
WHEREAS, OWNER has incurred and will in the future incur substantial costs in order to assure development of the Property in accordance with this Agreement; and WHEREAS, OWNER has incurred and will in the future incur substantial costs in excess of the generally applicable requirements in order to assure vesting of legal rights to develop the Property in accordance with this Agreement.

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
502
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1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. The following terms when used in this Agreement shall be defined as follows:

1.1.1 “Agreement” means this Development Agreement.

1.1.2 “CITY” means the City of Oakley.

1.1.3 “CITY Council” means the legislative body of the CITY.

1.1.4 “Development” means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of public infrastructure and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping. “Development” does not include the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement or facility after the construction and completion thereof.

1.1.5 “Development Approvals” means all permits and other entitlements for use subject to approval or issuance by CITY in connection with development of the Property including, but not limited to:
(a) general plans, specific plans, and general plan and specific plan amendments; (b) All Planned Unit Development (“PUD”) approvals and amendments thereto; (c) tentative and final subdivision maps, parcel maps and Development Plans; (d) development plan, site plan, design review, and master signage.

1.1.6 “Development Exaction” means any requirement of CITY in connection with or pursuant to any Land Use Regulation or Development Approval for the dedication of land, the construction of improvements or public facilities, or the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development on the environment or other public interests.

1.1.7 “Development Impact Fee” means a monetary exaction, other than a tax or special assessment, whether characterized as a fee or a tax and whether established for a broad class of projects by legislation of general applicability or imposed on a specific project on an ad hoc basis, that is charged by a local agency to the applicant in connection with approval of a development project for the purpose of defraying all or a portion of the cost of public facilities related to the development project, and, for purposes of this Agreement only, includes fees collected under development agreements adopted pursuant to Article 2.5 of the Government Code (commencing with Section 65864) of Chapter 4. For purposes of this Agreement only, "Development Impact Fee" shall not include processing fees and charges imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring 503
-4-
compliance with any Development Approvals granted or issued, including, without limitation, fees for zoning variances; zoning changes; use permits; building inspections; building permits; filing and processing applications and petitions filed with the local agency formation commission or conducting preliminary proceedings or proceedings under the Cortese-Knox-Hertzberg Local Government Reorganization Act of 2000, Division 3 (commencing with Section 56000) of Title 5 of the Government Code; the processing of maps under the provisions of the Subdivision Map Act, Division 2 (commencing with Section 66410) of Title 7 of the Government Code; or planning services under the authority of Chapter 3 (commencing with Section 65100) of Division 1 of Title 7 of the Government Code, fees and charges as described in Sections 51287, 56383, 57004, 65104, 65456, 65863.7, 65909.5, 66013, 66014, and 66451.2 of the Government Code, Sections 17951, 19132.3, and 19852 of the Health and Safety Code, Section 41901 of the Public Resources Code, and Section 21671.5 of the Public Utilities Code, as such codes may be amended or superseded, including by amendment or replacement.

1.1.8 “Development Plan” means the Existing Development Approvals and the Existing Land Use Regulations applicable to development of the Property. All Subsequent Development Approvals, upon their final approval by the City, shall automatically be included in this definition of the Development Plan.

1.1.9 “Effective Date” means the date that the ordinance approving this Agreement goes into effect.

1.1.10 “Existing Development Approvals” means all Development Approvals approved or issued on or prior to the Effective Date. Existing Development Approvals includes the Approvals incorporated herein as Exhibit “C” and all other Approvals which are a matter of public record on the Effective Date.

1.1.11 “Existing Land Use Regulations” means all Land Use Regulations in effect on the date of the first reading of the Ordinance adopting and approving this Agreement.

Existing Land Use Regulations includes the Regulations incorporated herein as Exhibit “D” and all other Land Use Regulations that are in effect and a matter of public record on such date.

1.1.12 “General Plan” means the CITY’s General Plan adopted on January 11, 2022, including all General Plan Amendments approved since that date.

1.1.13 “Improvement” or “Improvements” means those public improvements required to support the development of the Project.

1.1.14 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of CITY governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, timing and phasing of development, the maximum height and size of buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to 504
-5-
the development of the Property. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of similar rights and interests that provide for the use of or the entry upon public property; (e) the exercise of the power of eminent domain.

1.1.15 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device lender, and their successors and assigns.

1.1.16 “OWNER” means the persons and entities listed as owner on page 1 of this Agreement and their permitted successors in interest to all or any part of the Property.

1.1.17 “Project” means the development of the Property contemplated by the Development Plan, as such Plan may be further defined, enhanced or modified pursuant to the provisions of this Agreement.

1.1.18 “Property” means the real property described on Exhibit “A” and shown on Exhibit “B” to this Agreement.

1.1.19 “PUD” shall mean the Planned Unit Development adopted for Project as part of the Existing Development Approvals, and as may be amended as part of a future Subsequent Development Approval.

1.1.20 “Reservations of Authority” means the rights and authority excepted from the assurances and rights provided to OWNER under this Agreement and reserved to CITY under Section 3.4 of this Agreement.

1.1.21 “Subsequent Development Approvals” means all discretionary Development Approvals required or otherwise approved by the CITY with the consent of the OWNER subsequent to the Effective Date in connection with development of the Property. Upon their Approval, all Subsequent Development Approvals automatically become part of the vested Project and Development Plan pursuant to this Agreement.

1.1.22 “Subsequent Land Use Regulations” means any discretionary Land Use Regulations adopted and effective after the Effective Date of this Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

Exhibit “A” — Legal Description of the Property.
505
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Exhibit “B” – Map showing Property and its location.

Exhibit “C” – Existing Development Approvals.

Exhibit “D” – Existing Land Use Regulations.

Exhibit “E” – Offsite Improvements.

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. The Property is hereby made subject to this Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement.

2.2 Ownership of Property. OWNER represents and covenants that it has a legal or equitable interest in the Property. To the extent OWNER does not own fee simple title to the Property, OWNER shall, prior to the Effective Date, obtain written consent from the current fee owner of the Property agreeing to the terms of this Agreement and the recordation thereof.

2.3 Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial term of twenty (20) years thereafter unless this term is modified or extended pursuant to the provisions of this Agreement.

2.4 Assignment.

2.4.1 Right to Assign. OWNER shall have the right to sell, transfer or assign its interest in the Property to any person, partnership, limited liability company, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that any such sale, transfer or assignment of the Property shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement with respect to Owner’s interest in the Property. Concurrent with any such sale, transfer or assignment, or within fifteen (15) business days thereafter, OWNER shall notify CITY’s City Manager or designee, in writing, of such sale, transfer or assignment and shall provide CITY with: (1) an executed agreement, in a form reasonably acceptable to CITY, by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes all the duties and obligations of OWNER under this Agreement with respect to the OWNER’S interest in the portion of the Property so sold, transferred or assigned.

2.4.2 Release of Transferring Owner. Notwithstanding any sale, transfer or assignment of the Property, a transferring OWNER shall continue to be obligated under this Agreement unless such transferring OWNER is given a release in writing by CITY, which release shall be provided by CITY upon the full satisfaction by such transferring OWNER of the following conditions:
(a) OWNER no longer has a legal or equitable interest in the Property sold, transferred, or assigned.
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(b) OWNER is not then in default under this Agreement.
(c) OWNER has provided CITY with the notice and executed an agreement as required under Paragraph (b) of Subsection 2.4.1 above. (d) The purchaser, transferee or assignee of OWNER’S interest in the Property provides CITY with security equivalent to any security previously provided by OWNER (if any) to secure performance of its obligations hereunder which are to be performed upon the OWNER’S interest in the Property sold, transferred or assigned.

2.4.3 Effect of Assignment and Release of Obligations. In the event of a sale, transfer or assignment pursuant to the provisions of Section 2.4.2 above:
(a) The assignee shall be liable for the performance of all obligations of OWNER with respect to transferred portion of the Property, but shall have no obligations with respect to the portions of the Property, if any, not transferred (the “Retained Property”). (b) The assignee’s exercise, use and enjoyment of the OWNER’S interest in the Property or portion thereof shall be subject to the terms of this Agreement to the same extent as if the assignee were the OWNER.

2.4.4 Subsequent Assignment. Any subsequent sale, transfer or assignment after an initial sale, transfer or assignment shall be made only in accordance with and subject to the terms and conditions of this Section 2.4.

2.5 Amendment or Cancellation of Agreement. This Agreement may be amended or cancelled in whole or in part only in the manner provided for in Government Code Section 65868.1. Either Party or successor in interest, may propose an amendment to or cancellation, in whole or in part, of this Agreement. Any amendment or cancellation shall be by mutual consent of the parties or their successors in interest except as provided otherwise in this Agreement or in Government Code Section 65865.1. For purposes of this section, the term “successor in interest” shall mean any person having a legal or equitable interest in the whole of the Property, or any portion thereof as to which such person wishes to amend or cancel this Agreement. The procedure for proposing and adopting an amendment to, or cancellation of, in whole or in part, this Agreement shall be the same as the procedure for adopting and entering into this Agreement in the first instance. If the CITY initiates the proposed amendment to, or cancellation of, in whole or in part, this Agreement, CITY shall first give notice to the OWNER of its intention to initiate such proceedings at least sixty (60) days in advance of the giving the public notice of intention to consider the amendment or cancellation. Notwithstanding the foregoing, implementation of the Project may require minor modifications of the details of the Development Plan and performance of the parties under this Agreement. The parties desire to retain a certain degree of flexibility with respect to those items covered in general terms under this Agreement. Therefore, modifications of the Development Plan that are not material, non-substantive, or procedural shall not require an amendment to this Agreement. A modification will be deemed non-substantive and/or procedural if it does not result in a material change in fees, cost, density, intensity of use, permitted uses, the 507
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maximum height and size of buildings, the reservation or dedication of land for public purposes, or the improvement and construction standards and specifications for the Project. These modifications may be memorialized in operating memoranda.

2.6 Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(a) Expiration of the stated term of this Agreement as set forth in Section 2.3. (b) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
(c) The adoption of a referendum measure overriding or repealing the ordinance approving this Agreement.
(d) Completion of the Project in accordance with the terms of this Agreement including issuance of all required occupancy permits and acceptance by CITY or applicable public agency of all required dedications.

Termination of this Agreement shall not constitute termination of any other land use entitlements approved for the Property. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred prior to such termination or with respect to any obligations which are specifically set forth as surviving this Agreement.

2.7 Notices.
(a) As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. (b) All notices shall be in writing and shall be considered given either: (i) when delivered in person, including, without limitation, by courier, to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below. All notices shall be addressed as follows:

If to CITY:

City of Oakley
Attn: Joshua McMurray, City Manager
3231 Main Street
Oakley, CA 94561
Email: [email protected]
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With a copy to:

City of Oakley
Attn: Ken Strelo, Community Development Director
3231 Main Street
Oakley, CA 94561
Email: [email protected]
If to OWNER:

Oxfoot Oakley, LLC24737 Arnold Dr.

Sonoma, CA 95476
Attention: Fred Cline and Spencer Bunting
Email 1: [email protected]
Email 2: [email protected]
With a copy to:

John A. Ramirez
Rutan & Tucker, LLP
18575 Jamboree Road, 9th Floor
Irvine, CA 92612
[email protected]
(c) Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. DEVELOPMENT OF THE PROPERTY.

3.1 Rights to Develop. Subject to the terms of this Agreement including the Reservations of Authority in Section 3.4, OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the Development Plan. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project as contemplated by the Development Plan. Except as otherwise provided in this Agreement, the permitted uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes shall be those set forth in the Development Plan.

3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservations of Authority in Section 3.4, the rules, regulations and official policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed 509
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buildings, and the design, improvement and construction standards and specifications applicable to development of the Property shall be the Existing Land Use Regulations, Development Plan, and Existing Development Approvals. In connection with any Subsequent Development Approval, CITY shall exercise discretion in accordance with the same manner as it exercises its discretion under its police powers, including the Reservations of Authority set forth herein; provided however, that such discretion shall not prevent development of the Property for the uses and to the density or intensity of development set forth in this Agreement.

3.3 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when or the rate at which phases of the Property will be developed. Such decisions depend upon numerous factors which are not within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v.

City of Camarillo (1984) 37 Cal. 3d 465, that the 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 cure that deficiency by acknowledging and providing that OWNER shall have the right to develop the Property in such order and at such rate and at such times as OWNER deems appropriate within the exercise of its subjective business judgment.

3.4 Reservations of Authority.

3.4.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the CITY shall not be prevented from applying new rules, regulations, and policies upon the OWNER, nor shall a development agreement prevent the CITY from denying or conditionally approving any subsequent development project application on the basis of such new rules, regulations and policies where the new rules, regulations and policies consist of the following:
(a) Processing fees by CITY to cover costs of processing applications for development approvals or for monitoring compliance with any development approvals; (b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records and any other matter of procedure; (c) Regulations, policies and rules governing engineering and construction standards and specifications applicable to public and private improvements, including all uniform codes adopted by the CITY and any local amendments to those codes adopted by the CITY; provided however that OWNER shall have a vested right to develop the Property in accordance with, and to the extent of, the standards and specifications that are expressly identified in the Specific Plan and the building codes in effect as of the Effective Date;
(d) Regulations that may conflict with this Agreement and the Development Plan but that are reasonably necessary to protect the occupants of the Project and/or of the immediate community from a condition perilous to their health or safety; 510
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(e) Regulations that do not conflict with those rules, regulations and policies set forth in this Agreement or the Development Plan and which do not impose additional obligations, costs, and expenses on Owner or the Project; (f) Regulations that may conflict with this Agreement but to which the OWNER consents.

3.4.2 Subsequent Development Approvals. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations that do not conflict with the Development Plan and/or the Existing Development Approvals, nor shall this Agreement prevent CITY from denying or conditionally approving any Subsequent Development Approval on the basis of the Existing Land Use Regulations or any Subsequent Land Use Regulation not in conflict with the Development Plan and/or the Existing Development Approvals. CITY shall process all applications for Subsequent Development Approvals in an expeditious manner. Upon final approval by the City, all Subsequent Development Approvals should automatically become subject to this Agreement, and specifically, shall automatically be vested pursuant to Section 3.1 of this Agreement as part of the Development Plan.

3.4.3 Modification or Suspension by State or Federal Law. In the event that State or Federal laws or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. In the event OWNER alleges that such State or Federal laws or regulations preclude or prevent compliance with one or more provisions of this Agreement, and the CITY does not agree, the OWNER may, at its sole cost and expense, seek declaratory relief (or other similar non-monetary remedies); provided however, that nothing contained in this Section 3.6.3 shall impose on CITY any monetary liability for contesting such declaratory relief (or other similar non-monetary relief).

3.4.4 Intent. The parties acknowledge and agree that CITY is restricted in its authority to limit its police power by contract and that the foregoing limitations, reservations and exceptions are intended to reserve to CITY all of its police power which cannot be so limited. This Agreement shall be construed, contrary to its stated terms if necessary, to reserve to CITY all such power and authority which cannot be restricted by contract.

3.5 [Intentionally Omitted.]

3.6 Acquisition of Offsite Provision of Real Property Interests. In any instance where OWNER is required by any Development Approval or Land Use Regulation and the Construction Agreement to construct any public improvement on land not within OWNER’S CONTROL (“Offsite Improvements”), the CITY and OWNER shall cooperate 511
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in acquiring the necessary legal interest (“Offsite Property”). This section 3.6 is not intended by the parties to impose upon the OWNER an enforceable duty to acquire land or construct any public improvements on land not within OWNER’s control, except to the extent that the OWNER elects to proceed with the development of the Project, and then only in accordance with valid conditions imposed by the CITY upon the development of the Project under the Subdivision Map Act or other legal authority. The CITY may use its power of eminent domain to acquire Offsite Property if OWNER’s efforts to obtain the Offsite Property through voluntary negotiated purchase are unsuccessful.

3.7 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of CITY possess authority to regulate aspects of the development of the Property separately from or jointly with CITY and this Agreement does not limit the authority of such other public agencies. CITY agrees to cooperate fully, at no cost to CITY, with OWNER in obtaining any required permits or compliance with the regulations of other public agencies provided such cooperation is not in conflict with any laws, regulations or policies of the CITY.

3.8 Tentative Parcel Maps; Extension. With respect to applications by OWNER for tentative parcel maps for portions of the Property, CITY agrees that OWNER may file and process tentative maps in accordance with Chapter 4.5 (commencing with Section 66498.1) of Division 2 of Title 7 of the California Government Code and the applicable provisions of CITY’s subdivision ordinance, as the same may be amended from time to time. In accordance with the provisions of Section 66452.6 of the Government Code, each tentative subdivision map or tentative parcel map, heretofore or hereafter approved in connection with development of the Property, shall be deemed to have been granted an extension of time to and until the date that this Agreement expires. The CITY may, in its discretion, extend any such map for an additional period beyond its original term, so long as the subdivider files a written request for an extension with CITY prior to the expiration of the initial year term. Likewise, the expiration of all entitlements approved as part of the Existing Development Approvals and any Subsequent Development Approvals that would otherwise expire shall be automatically extended for the entire Term of this Agreement.

4. PUBLIC BENEFITS. In exchange for certain public benefits from the CITY including the vesting of the Project pursuant to this Agreement, OWNER agrees to contribute Two Hundred Fifty Thousand Dollars ($250,000.00) towards construction of an overhead rail crossing on Bridgehead Road. In addition, OWNER may be required to construct one (1) or several Offsite Improvements, including, but perhaps not limited to the widening of Main Street. Such Offsite Improvements are further described and set forth in Exhibit “E” attached hereto. To the extent such Offsite Improvements are subject to development impact fee reimbursement and/or credits, or any other type of public credit, such credits shall not exceed OWNER’s actual cost in constructing such Offsite Improvements.

5. REVIEW FOR COMPLIANCE.

5.1 Periodic and Special Reviews.
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5.1.1 Time for and Initiation of Periodic Review. The CITY shall review this Agreement every twelve (12) months from the Effective Date in order to ascertain the good faith compliance by the OWNER with the terms of this Agreement. The City Manager shall begin the review proceeding by giving thirty (30) day written notice to OWNER that the CITY intends to undertake a period review of this Agreement. OWNER must demonstrate good faith compliance with the terms of this Agreement by submitting an Annual Monitoring Report to CITY, in a form acceptable to the CITY Manager, along with any applicable processing charge within ten (10) days after each anniversary date of the Effective Date of this Agreement. Within thirty (30) days of receipt of the Annual Monitoring Report, the City Council shall determine whether the OWNER has demonstrated good faith compliance with the terms of this Agreement. If the City Council determines that OWNER has shown good faith compliance, they must make such determination by minute action or resolution. If the City Council determines that OWNER has not complied with this Agreement, the Council must make written findings based on substantial evidence. If the City Council finds and determines on the basis of substantial evidence that OWNER has not complied in good faith with the terms and conditions of this Agreement during the period under review, the City Council may modify or terminate this Agreement.

5.1.2 Initiation of Special Review. A special review may be called either by agreement between the parties or by initiation in one or more of the following ways:
(a) Recommendation of the CITY’s City Manager, City Engineer, or Community Development Director; or
(b) Affirmative vote of at least (3) members of the City Council.

5.1.3 Notice of Special Review. The City Manager or its designee shall begin the special review proceeding by giving notice that the CITY intends to undertake a special review of this Agreement to the OWNER. Such notice shall be given at least ten (10) days in advance of the time at which the matter will be considered by the Planning Commission.

5.1.4 Public Hearing. The City Council shall conduct a hearing at which the OWNER must demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue is upon the OWNER.

5.1.5 Findings Upon Public Hearing. The City Council shall determine upon the basis of substantial evidence whether or not the OWNER has, for the period under review, complied in good faith with the terms and conditions of this Agreement.

5.1.6 Procedure Upon Findings.
(a) If the City Council finds and determines on the basis of substantial evidence that the OWNER has complied in good faith with the terms and conditions of this Agreement during the period under review, the review for that period is concluded. 513
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(b) If the City Council finds and determines on the basis of substantial evidence that the OWNER has not complied in good faith with the terms and conditions of this Agreement during the period under review, the Planning Commission may recommend to the City Manager to modify or terminate this Agreement.

5.2 Proceedings Upon Modification or Termination. If, upon a finding under Section

6.1.6(b), the CITY determines to proceed with modification or termination of this Agreement, the CITY shall give notice to the property OWNER of its intention so to do.

The notice shall contain:
(a) The time and place of the hearing;
(b) A statement as to whether or not the CITY proposes to terminate or to modify this Agreement; and
(c) Other information that the CITY considers necessary to inform the OWNER of the nature of the proceeding.

5.3 Hearing on Modification or Termination. At the time and place set for the hearing on modification or termination, the OWNER shall be given an opportunity to be heard. If the CITY Council find that the OWNER has not complied in good faith with the terms and conditions of the agreement, the CITY Council may terminate this Agreement or modify this Agreement and impose those conditions to the action it takes as it considers necessary to protect the interests of the CITY. The decision of the CITY Council shall be final, subject only to judicial review pursuant to Section 1094.5 of the Code of Civil Procedure.

5.4 Certificate of Agreement Compliance. If, at the conclusion of a Periodic or Special Review, OWNER is found to be in compliance with this Agreement, CITY shall, upon written request by OWNER, issue a Certificate of Agreement Compliance (“Certificate”) to OWNER stating that after the most recent Periodic or Special Review and based upon the information known or made known to the Planning Director and Board of Supervisors that (1) this Agreement remains in effect and (2) OWNER is not in default. The Certificate shall be in recordable form, shall contain information necessary to communicate constructive record notice of the finding of compliance, shall state whether the Certificate is issued after a Periodic or Special Review and shall state the anticipated date of commencement of the next Periodic Review. OWNER may record the Certificate with the County Recorder. Whether or not the Certificate is relied upon by assignees or other transferees or OWNER, CITY shall not be bound by a Certificate if a default existed at the time of the Periodic or Special Review, but was concealed from or otherwise not known to the Planning Director or Board of Supervisors.

6. [OMITTED]

7. DEFAULT AND REMEDIES.

7.1 Remedies in General. It is acknowledged by the parties that CITY would not have entered into this Agreement if it were to be liable in damages under this Agreement, or 514
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with respect to this Agreement or the application thereof. In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that CITY shall not be liable in damages to OWNER, or to any successor in interest of OWNER. OWNER covenants not to sue for damages or claim any damages:
(a) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
(b) For the taking, impairment or restriction of any right or interest conveyed or provided under or pursuant to this Agreement; or
(c) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

7.2 Specific Performance. The parties acknowledge that money damages and remedies at law generally are inadequate and specific performance and other nonmonetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
(a) Money damages are unavailable against CITY and OWNER as provided in Section 8.1 herein.
(b) Due to the size, nature and scope of the project, it may not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, OWNER may be foreclosed from other choices it may have had to utilize the Property or portions thereof. OWNER has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate OWNER for such efforts.

7.3 Release. Except for nondamage remedies, including the remedy of specific performance and judicial review as provided for in Section 8.2 herein, OWNER, for itself, its successors and assignees, hereby releases the CITY, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, including, but not limited to, any claim or liability, based or asserted, pursuant to Article I, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon the CITY because it entered into this Agreement or because of the terms of this Agreement.

7.4 Termination or Modification of Agreement for Default of OWNER. Subject to the provisions contained in Subsection 8.2 herein, CITY may terminate or modify this Agreement for any failure of OWNER to perform any material duty or obligation of 515
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OWNER under this Agreement, or to comply in good faith with the terms of this Agreement (hereinafter referred to as “default”); provided, however, CITY may terminate or modify this Agreement pursuant to this Section only after providing written notice to OWNER of default setting forth the nature of the default and the actions, if any, required by OWNER to cure such default and, where the default can be cured, OWNER has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

7.5 Termination of Agreement for Default of CITY. OWNER may terminate this Agreement only in the event of a default by CITY in the performance of a material term of this Agreement and only after providing written notice to CITY of default setting forth the nature of the default and the actions, if any, required by CITY to cure such default and, where the default can be cured, CITY has failed to take such actions and cure such default within 60 days after the effective date of such notice or, in the event that such default cannot be cured within such 60 day period but can be cured within a longer time, has failed to commence the actions necessary to cure such default within such 60 day period and to diligently proceed to complete such actions and cure such default.

8. THIRD PARTY LITIGATION.

8.1 General Plan Litigation. CITY has determined that this Agreement is consistent with its General Plan, as such General Plan exists as of the Effective Date (“General Plan”), and that the General Plan meets all requirements of law. OWNER has reviewed the General Plan and concurs with CITY’s determination. CITY shall have no liability in damages under this Agreement for any failure of CITY to perform under this Agreement or the inability of OWNER to develop the Property as contemplated by the Development Plan of this Agreement as the result of a judicial determination that on the Effective Date, or at any time thereafter, the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law.

8.2 Third Party Litigation Concerning Agreement. OWNER shall defend, at its expense, including attorneys’ fees, indemnify, and hold harmless CITY, its agents, officers and employees from any claim, action or proceeding against CITY, its agents, officers, or employees to attack, set aside, void, or annul the approval of this Agreement or the approval of any permit granted pursuant to this Agreement. CITY shall promptly notify OWNER of any such claim, action or proceeding, and CITY shall cooperate in the defense. If CITY fails to promptly notify OWNER of any such claim, action or proceeding, or if CITY fails to cooperate in the defense, OWNER shall not thereafter be responsible to defend, indemnify, or hold harmless CITY. CITY may in its discretion participate in the defense of any such claim, action or proceeding.

8.3 Indemnity. In addition to the provisions of Section 9.2 herein, OWNER shall indemnify and hold CITY, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever, based or asserted upon any act or 516
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omission of OWNER, its officers, agents, employees, subcontractors and independent contractors, for property damage, bodily injury, or death (OWNER’s employees included) or any other element of damage of any kind or nature, to the extent relating to or in any way connected with or arising from the activities contemplated hereunder, including, but not limited to, the study, design, engineering, construction, completion, failure and conveyance of the public improvements, save and except claims for damages arising through the sole active negligence or sole willful misconduct of CITY. OWNER shall defend, at its expense, including attorneys’ fees, CITY, its officers, agents, employees and independent contractors in any legal action based upon such alleged acts or omissions. CITY may in its discretion participate in the defense of any such legal action.

8.4 Reservation of Rights. With respect to Sections 9.2 and 9.3 herein, CITY reserves the right to either (1) approve the attorney(s) which OWNER selects, hires or otherwise engages to defend CITY hereunder, which approval shall not be unreasonably withheld, or (2) conduct its own defense, provided, however, that OWNER shall reimburse CITY forthwith for any and all reasonable expenses incurred for such defense, including attorneys’ fees, upon billing and accounting therefor.

8.5 Survival. The provisions of this Sections 9.1 through 9.6 herein, inclusive, shall survive the termination of this Agreement.

9. MORTGAGEE PROTECTION.

9.1 Mortgagee Protection. The parties hereto agree that this Agreement shall not prevent or limit OWNER, in any manner, at OWNER’s sole discretion, from encumbering the Property or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Property. CITY acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and agrees upon request, from time to time, to meet with OWNER and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. CITY will not unreasonably withhold its consent to any such requested interpretation or modification provided such interpretation or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Property shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Property made in good faith and for value, unless otherwise required by law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the Property, or any part thereof, which Mortgagee, has submitted a request in writing to the CITY in the manner specified herein for giving notices, shall be entitled to receive written notification from CITY of any default by OWNER in the performance of OWNER’s obligations under this Agreement.
(c) If CITY timely receives a request from a Mortgagee requesting a copy of any notice of default given to OWNER under the terms of this Agreement, CITY shall provide a copy 517
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of that notice to the Mortgagee within ten (10) days of sending the notice of default to OWNER. The Mortgagee shall have the right, but not the obligation, to cure the default during the remaining cure period allowed such party under this Agreement. (d) Any Mortgagee who comes into possession of the Property, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Property, or part thereof, subject to the terms of this Agreement.

Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of OWNER’s obligations or other affirmative covenants of OWNER hereunder, or to guarantee such performance; provided, however, that to the extent that any covenant to be performed by OWNER is a condition precedent to the performance of a covenant by CITY, the performance thereof shall continue to be a condition precedent to CITY’s performance hereunder, and further provided that any sale, transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.4 herein.
(e) In the event of a default by Owner, any Mortgagee shall have the right to remedy, or cause to be remedied, such default within sixty (60) days following the later to occur of (i) the date of Mortgagee's receipt of the notice referred to in Section 10.1(b) herein, or (ii) the expiration of the period provided herein for Owner to remedy or cure such default, and CITY shall accept such performance by or at the insistence of the Mortgagee as if the same had been timely made by Owner; provided, however, that (i) if such default is not capable of being cured within the timeframes set forth in this Section and Mortgagee commences to cure the default within such timeframes, then Mortgagee shall have such additional time as is required to cure the default so long as Mortgagee diligently prosecutes the cure to completion and (ii) if possession of the Property (or portion thereof) is required to effectuate such cure or remedy, the Mortgagee shall be deemed to have timely cured or remedied if it commences the proceedings necessary to obtain possession thereof within sixty (60) days after receipt of the copy of the notice, diligently pursues such proceedings to completion, and, after obtaining possession, diligently completes such cure or remedy.

10. MISCELLANEOUS PROVISIONS.

10.1 Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Contra Costa County Recorder by the CITY Clerk within the ten (10) days after the CITY executes this Agreement, as required by Section 65868.5 of the Government Code. If the parties to this Agreement or their successors in interest amend or cancel this Agreement as provided for herein and in Government Code Section 65868, or if the CITY terminates or modifies the agreement as provided for herein and in Government Code Section 65865.1 for failure of the applicant to comply in good faith with the terms or conditions of this Agreement, the CITY Clerk shall have notice of such action recorded with the Contra Costa County Recorder.

10.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements 518
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which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

10.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. Notwithstanding the foregoing, the provision of the Public Benefits set forth in Section 4 herein, including the payment of the fees set forth therein, are essential elements of this Agreement and CITY would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable, this entire Agreement shall be null and void and of no force and effect whatsoever.

10.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and preparation hereof.

10.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

10.6 Singular and Plural. As used herein, the singular of any word includes the plural.

10.7 Time of Essence. Time is of the essence in the performance of .the provisions of this Agreement as to which time is an element.

10.8 Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.

10.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

10.10 Force Majeure. Neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control, (including the party’s employment force), government regulations including inaction or delay caused by governmental agencies other than the CITY with jurisdiction over any portion of the Project, court actions (such as restraining orders or injunctions), viruses, pandemics, or other causes beyond the party’s control. If any such events shall occur, the term of this Agreement and the time 519
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for performance by either party of any of its obligations hereunder may be extended by the written agreement of the parties for the period of time that such events prevented such performance.

10.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.

10.12 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion thereof.

10.13 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.

10.14 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by a party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Contra Costa, State of California, and the parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

10.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other 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. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a government entity regulating the development of private property and the owner of such property.

10.16 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. The City Manager may delegate his powers and duties under this Agreement to another management level employee of the CITY. 520
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10.17 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by CITY of its power of eminent domain.

10.18 Agent for Service of Process. In the event OWNER is not a resident of the State of California or it is an association, partnership or joint venture without a member, partner or joint venturer resident of the State of California, or it is a foreign corporation, then in any such event, OWNER shall file with the Planning Director, upon its execution of this Agreement, a designation of a natural person residing in the State of California, giving his or her name, residence and business addresses, as its agent for the purpose of service of process in any court action arising out of or based upon this Agreement, and the delivery to such agent of a copy of any process in any such action shall constitute valid service upon OWNER. If for any reason service of such process upon such agent is not feasible, then in such event OWNER may be personally served with such process out of this County and such service shall constitute valid service upon OWNER. OWNER is amenable to the process so served, submits to the jurisdiction of the Court so obtained and waives any and all objections and protests thereto.

10.19 Estoppel Certificate. Within thirty (30) business days following a written request by any of the parties, the other party shall execute and deliver to the requesting party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification except as may be represented by the requesting party and that there are no uncured defaults in the performance of the requesting party, except as may be represented by the requesting party. OWNER shall pay to CITY all costs incurred by CITY in connection with the issuance of estoppel certificates requested by Owner under this Section 11.20 prior to CITY’s issuance of such certificates.

10.20 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind OWNER to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set forth below.
[SIGNATURES CONTAINED ON FOLLOWING PAGE]
521
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SIGNATURE PAGE

TO DEVELOPMENT AGREEMENT
“OWNER”

OXFOOT OAKLEY, LLC
a Nevada limited liability company
By:

Name: Fred Cline
Title: Manager

Date:
“CITY”

CITY OF OAKLEY
By:

Name: Joshua McMurray
Title: City Manager
Date:

ATTEST:

Kim Snodgrass
City Clerk
APPROVED AS TO FORM:

Derek Cole
City Attorney
522

STATE OF CALIFORNIA

COUNTY OF )
On , 2026, before me, __________________________________, Notary Public, personally appeared __________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/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.

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.

Signature:_______________________________(Seal)
523
A-1
EXHIBIT "A"

TO DEVELOPMENT AGREEMENT
Legal Description of Property
524
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EXHIBIT A

LEGAL DESCRIPTION

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF OAKLEY, IN THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PARCEL ONE:

Portion of the North 1/2 of Section 22, Township 2 North, Range 2 East, Mount Diablo Base and Meridian, described as follows:

Beginning at the intersection of the Easterly line of State Highway No 24 (60 feet wide) as established in the Deed from John U Diethelm, et ux, to Contra Costa County, recorded July 14, 1925, in Book 3, Page 63, of Official Records, of said County, with a line parallel with and distant Southerly 100.00 feet, measured at right angles from the Southerly line of that certain 100 foot wide right of way as described in the Deed to the San Francisco and San Joaquin Valley Railway Company (predecessor in interest to the Atchison, Topeka and Santa Fe Railway Company), recorded February 11, 1899, in Book 81of Deeds, Page 307, Records of said County, thence South 78° 48' 31" East, along last said parallel line, 3,194.27 feet to a point in the Southerly line of that certain 100 foot wide right of way as provided for in the final decree under action 2933, Superior Court of Contra Costa County, entered September 17, 1898, in Book 7, Page 264, of Judgments, records of said County, thence along last said Southerly line, the following two courses: Southerly along the arc of a curve from whence a tangent bears South 68° 02' 28" East, concave Southerly and having a radius of 5679.65 feet, through a central angle of 01° 41' 20", a distance of 167.41 feet, thence South 66° 21' 08" East, tangent to the preceding curve, 1443.48 feet to a point in the Westerly line of the Parcel of land distributed to Lucy Machado in the decree of distribution had in the matter of the estate of Frank C. Machado, deceased, recorded December 31, 1934, in Book 364 of Official Records,

line and its Southerly prolongation, 66 29 feet to a point in the Southerly line of said North half of Section 22, thence North 88° 45' 54" West, along said Southerly line, 2008.80 feet, thence North 89° 49' 34" West, continuing along last said Southerly line, 2652.49 feet to the Southwest corner of the Northwest quarter of said Section 22, thence North 0° 58' 42" East along the Westerly line of said Northwest quarter, 30.00 feet to a point in the Northerly line of State Highway No 4 (60 feet wide) (formerly Antioch to Oakley County Highway), last said Northerly line being also the Southerly boundary of the Parcels of land as described in the Deed from Ulnch Diethelm, et al, to James Pagnini and Anelita Pagnini, recorded November 27, 1941, in Book 627, Page 263, of Official Records, and in the Deed from Ulnch Diethelm, et al, to James Pagnini and Anelita Pagnini, recorded June 17, 1944, in Book 760, Page 395, of Official Records, thence South 89° 49' 34" East and along said Northerly line of State Highway No 4, a distance of 655.00 feet to the Southeast corner of said lands of James Pagnini, thence along the boundaries of said lands of James Pagnini, the following two courses: North 0° 58' 42" East along the Easterly boundary of said lands of James Pagnini 430.00 feet to a point in the Northerly boundary of said lands of James Pagnini, thence North 89° 49' 34" West along last said Northerly boundary, 625.00 feet to a point in said Easterly line of State Highway No 24, thence North 0° 58' 42" East leaving said boundary of said lands of James Pagnini, along last said Easterly line, 819.05 feet to the point of beginning.

Excepting therefrom: the North 44 feet of the South 74 feet, more or less, thereof, lying within State Highway 4, as described in the final order of Condemnation No C92-01223, Superior Court of California, County of Contra Costa, dated January 25, 1993 and recorded January 27, 1993 in Book 18232, Page 402, Official Records.

Also excepting therefrom, an undivided 1/2 interest in all oil, gas or other hydrocarbon substances in a portion of said property, as reserved in the Deed from Joseph L Ruckstuhl, et ux, to Santa Fe Land Improvement Company, a California corporation, recorded March 16, 1955, in Book 2496, Page 153, Official Records, and in the Deed from George Ruckstuhl, et ux, to Santa Fe Land Improvement Company, a California corporation, recorded March 16, 1955, in Book 2496, Page 156, Official Records.

APN: 037-040-015-2
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EXHIBIT A
(Continued)
PARCEL TWO:

Portion of the North 1/2 of Section 22, Township 2 North, Range 2 East, Mount Diablo Base and Meridian, described as follows:

Beginning at the intersection of the Easterly line of State Highway No 24 (60 feet wide) as established in the Deed from John U Diethelm et ux, to Contra Costa County, recorded July 14, 1925, in Book 3, Page 63, Official Records of said County, with the Southerly line of that certain 100 foot wide right of way as described in the Deed to the San Francisco and San Joaquin Valley Railway Company (predecessor in interest to the Atchison, Topeka and Santa Fe Railway Company), recorded February 11, 1899, in Book 81, Page 307, of Deeds, records of said County, thence South 78° 48' 31" East along last said Southerly line and along the Southerly line of that certain 100 foot wide right of way as described in the Deed from Joseph Ruckstuhl to the San Francisco and San Joaquin Valley Railway Company, recorded August 29, 1898 in Book 79, Page 252, of Deeds, records of said County, a distance of 2151.18 feet, thence Southeasterly, continuing along last said Southerly line and the Southerly line of that certain 100 foot wide right of way as provided for in the final decree of condemnation under action 2933, superior Court of Contra Costa, entered September 17, 1898, in Book 7, Page 264, of Judgments, Records of said County, being the arc of a curve, tangent to the preceding course, concave Southerly, and having a radius of 5,679.65 feet, through a central angle of 10° 46' 03", a distance of 1067.37 feet to a point in a line parallel with and distant Southerly 100.00 feet, measured at right angles, from the Easterly prolongation of the hereinabove described course having a bearing of South 78° 48' 31" East and a length of 2151.18 feet, thence North 78° 48' 31" West along last said parallel line and along land of grantee 3194.27 feet to a point in said Easterly line of State Highway No 24, thence North 0° 58' 42" East along last said Easterly line, 101.61feet to the point of beginning.

Excepting therefrom, an undivided 1/2 interest in all oil, gas or other hydrocarbon substances in a portion of said property, as reserved in the Deed from Joseph L Ruckstuhl, et ux, to Santa Fe Land Improvement Company, a California corporation, recorded March 16, 1955, in Book 2496, Page 153, Official Records and in the Deed from George Ruckstuhl, et ux, to Santa Fe Land Improvement Company, a California corporation, recorded March 16, 1955, in Book 2496, Page 156, Official Records.

APN: 037-040-007-9
PARCEL THREE:

Portion of the Northeast of Section 22, Township 2 North, Range 2 East, Mount Diablo Base and Meridian, described as follows:

Beginning at the Southeast corner of the parcel of land described in the Deed from EI Du Pont De Nemours and Company to David A Fontana, et ux, dated August 10, 1956 and recorded August 17, 1956 in Book 2828, Page 245, of Official Records of Contra Costa County, being on the East line of said Section 22, thence from said point of beginning along the East line of said Section 22, South 0° 58' 06" West, 789.54 feet, thence continuing along the East line of said Section 22, South 0° 58' 30" West, 1293.04 feet to the North line of State Highway No 4 (60 feet wide), thence along the North line of said State Highway No 4 (60 feet wide) North 88° 45' 54" West, 37.15 feet to the Northeasterly line of the parcel of land described as a portion of Du Pont Land in which Du Pont gave Atchison, Topeka and Santa Fe Railway Company an easement for railroad purposes in the Lease, Easement and Sidetrack Agreement by and between the Atchison, Topeka and Santa Fe Railway Company and E. I. Du Pont De Nemours and Company, dated January 23, 1957, Lease #6012, thence along the said Northeasterly line North 66° 21' 08" West, 1756.89 feet, thence continuing along said Northeasterly line North 75° 08' 59" West, 430.95 feet to a non-tangent curve, thence Northwesterly continuing along said Northeasterly line and along said non-tangent curve from which the radius point bears South 22° 10' 32" West, 5819.65 feet, through a central angle of 1° 24' 57", an arc distance of 143.80 feet to the most Northerly corner of said Santa Fe easement, thence North 34° 48' 41" East, 30.53 feet to a non-tangent curve, 526
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EXHIBIT A
(Continued)
thence Northwesterly and Northerly along said non-tangent curve from which the radius point bears North 34° 48' 41" East, 300.00 feet, through a central angle of 50° 11' 19", an arc distance of 262.79 feet, thence tangent to last mentioned curve North 5° 0' 00" West, 281.81feet, thence North 0° 58' 35" East, 919.14 feet, thence South 77° 41' 13" East, 462.07 feet, thence South 72° 24' 10" East, 189.00 feet, thence South 89° 51° 12" East, 585.19 feet, thence South 64° 21' 58" East, 404.15 feet, thence South 22° 39' 20" East, 119.83 feet, thence South 86° 14' 15" East, 92.00 feet, thence North 1° 55' 48" East, 225.07 feet to the South line of said Fontana Parcel (2828 OR 245), thence along said South line 89° 18' 18" East, 624.65 feet to the point of beginning.

And as shown as Parcel A in the Lot Line Adjustment recorded November 4, 1999, Instrument No 99-292907, Contra Costa County Records.
527
B-1
EXHIBIT "B"

TO DEVELOPMENT AGREEMENT
Map Showing Property and its Location
528
C-1
EXHIBIT "C"

TO DEVELOPMENT AGREEMENT
Existing Development Approvals
General Plan Amendment: GPA 02-23 (Resolution No. ___)
Zone Change: RZ 04-23 (Ordinance No. ___)
Tentative Parcel Map(s): TM 10-23 (Resolution No. __)
Design Review: DR 11-23 (Resolution No. ___)
Master Sign Program: MSP 01-23 (Resolution No. ___)
529
E-1
EXHIBIT "D"

TO DEVELOPMENT AGREEMENT
Existing Land Use Regulations
[THIS EXHIBIT WILL BE COMPLETED AFTER FINAL PROJECT ADOPTION TO REFERENCE THE ADOPTED PLANNED UNIT DEVELOPMENT’S (PUD)
“PERMITTED AND CONDITIONALLY PERMITTED USES” (SECTION 7 of PUD), “DEVELOPMENT STANDARDS” (SECTION 13 OF PUD), AND “OFF-STREET PARKING” (SECTION 14 OF PUD)]
530
E-1
EXHIBIT "E"

TO DEVELOPMENT AGREEMENT
Offsite Improvements
[THIS EXHIBIT REFERENCES OFF-SITE IMPROVMENTS AS DESCRIBED IN THE APPLICANT’S PROJECT DESCRIPTION. IT MAY BE UPDATED PER

ADOPTED CONDITIONS OF APPROVAL PRIOR TO FINAL APPROVAL OF THE AGREEMENT]
Big Break Road
The eastern boundary of the Project south of Vintage Parkway will be improved to include adding curb and gutter, a 6-foot sidewalk, and 12’ landscaping. North of Vintage Parkway will be improved to include 18-feet to accommodate Class 1 Big Break Regional Trail. In addition, Big Break Road right of way will be increased by one foot (1’) to provide for 68’ of right of way. Only autos, delivery vans, and small box truck access will be allowed. Signage will be posted to restrict large trucks from Main Street.

Main Street
The eastern portion of Main Street will maintain the existing 4-lane configuration with a stripped middle lane for right/left turning movements. Main Street in the future will become a 6-lane roadway, with 8’ bike lanes on both sides and future 16’ median, resulting in an ultimate condition 152’ ROW. The project is proposing to develop the half-street section, providing 76’ from centerline to the ultimate Right of Way. This results in a dedication of 18’ along the Main Street. The proposed development on Main Street includes: re-striping for 16’ median, one (1) 14’ travel, two (2) 12’ travel lane, one (1) 8’ bikeway, curb, gutter, 8’ bio retention basin to treat half the roadway, a 6’ sidewalk detached sidewalk, and 8’ landscape strip.

There is no provision for a PUE or other easements outside the proposed right of way. Both autos and large trucks will be allowed to access the South Development Area from Main Street.

Bridgehead Road
Bridgehead Road will maintain the existing 2-lane configuration along the western project frontage. A 16’ gravel shoulder and a 6’ sidewalk will be improved along the property frontage. Approximately 40’ of private landscape will be improved from the back of walk to the building. Two easements exist along the eastern street frontage which may limit the planting of trees within the proposed landscape area. 531
February 2026 New In-Town Business Licenses
Business Name Primary Contact Email Address Full Primary Address Active Licenses

ELITE DEFENSE SECURITY SOLUTIONS
INC
[email protected] 5401 LIVE OAK AVE STE B
OAKLEY CA 94561

BUSINESS LICENSE
LA MICHOACANA MEXICAN BAKERY [email protected] 3370 MAIN ST OAKLEY CA 94561-3135

BUSINESS LICENSE
OAKLEY COLLISION, INC [email protected] 5289 NEROLY RD OAKLEY CA 94561

BUSINESS LICENSE

AHMAD HASANI - PHYSICAL THERAPY

SERVICES
[email protected];
[email protected]

HOME BASED BUSINESS

APEX AUTO PERFORMANCE AND

REPAIR LLC

HOME BASED BUSINESS
CARDS AND PANDAMONIUM [email protected] HOME BASED BUSINESS DAILY GRIND COFFEE CO [email protected] HOME BASED BUSINESS DEGEN COMMERCIAL SOLUTIONS LLC [email protected] HOME BASED BUSINESS

PAINTED BY ASH HOME BASED BUSINESS

PANTNER CPR TRAININGS HOME BASED BUSINESS
SC DESIGN AND STAGING [email protected] HOME BASED BUSINESS 11 532