Pleasanton City Council
December 5, 2023

CITY COUNCIL

REGULAR MEETING AGENDA
Tuesday, December 5, 2023
7:00 PM

Remillard Conference Room
3333 Busch Road
Pleasanton, CA 94566

Meetings are held in-person and broadcast live on Channel 29, at https://www.tri-valleytv.org, and https://www.youtube.com/user/TheCityofPleasanton.

Public comment at the meeting: Members of the public wishing to address the City Council at the meeting should submit a speaker card to the City Clerk. When public comment is being received on an agenda item, when your name is called, please walk to the podium to address the City Council. Individuals may speak once per agenda item.

Public comment in advance of the meeting: To provide the City your comments regarding any item on the agenda, please go to
https://forms.cityofpleasantonca.gov/f/writtenpubliccomment to complete the electronic comment form. You may also mail your comments to City of Pleasanton, P.O. Box 520, Pleasanton, CA 94566, or deliver them in person to 123 Main Street, Pleasanton. Comments received by the City Clerk’s Office by 12:00 p.m. on the day of the Council meeting will be distributed to the City Council prior to the meeting.

CALL TO ORDER
• Pledge of Allegiance
• Remarks by Councilmember Balch
• Roll Call
Resolution No. 23-1436
Ordinance No. 2248

REPORT ON CLOSED SESSION

AGENDA AMENDMENTS

CONSENT CALENDAR
Items listed on the consent calendar are considered routine in nature and may be enacted by one motion. If discussion is required, that particular item will be removed from the consent calendar and will be considered separately.

City Manager

1. Adopt and waive second reading of Ordinance No. 2248 amending Chapter 6.28 of the Municipal Code regarding consolidation of the newsracks located in the Pleasanton downtown area

2. Adopt a resolution setting the 2024 calendar year City Council meeting schedule

City Council Agenda Page 2 of 4 December 5, 2023

3. Approve meeting minutes of October 3 and October 9, 2023 Community Development

4. Actions of the Zoning Administrator and Planning Commission

5. Introduce an ordinance to amend the Stoneridge Shopping Center Development Agreement, for a previously approved 362,790-square-foot shopping center expansion, to extend the term for one year with an option to extend for an additional year subject to the completion of performance standards, and waive first reading

6. Approve a professional services agreement with Economic & Planning Systems, Inc. to conduct a comprehensive study of the City’s Development Impact Fees, Inclusionary Zoning Ordinance, and Affordable Housing Fee, for a total cost of $203,928 and approve budget amendments in the General Fund and the Lower Income Housing Fund and authorize the City Manager to approve administrative amendments to the agreement
Finance

7. Adopt a resolution finding that certain development impact fees subject to AB 1600 and SB 1693 are unexpended after five years and the funds are committed to particular projects
Library and Recreation

8. Approve a 10-year agreement with Lifetime Tennis, Inc. (DBA Lifetime Activities, Inc.) for tennis operations and maintenance
Public Works

9. Approve the purchase of a GM5900 T4 mower in the amount of $167,158

10. Approve first amendments to the as-needed maintenance and trade services agreements by increasing the total not-to-exceed amounts to $1,200,000 for Pipe & Plant Solutions Inc. and to $750,000 for Presidio Systems, Inc. for Utilities- sewer/storm flushing and Closed-Circuit Television (CCTV) services

11. Approve Second Amendment to agreement with GHD, Inc., to provide workflow consulting services for the City's Computerized Maintenance Management Systems (CMMS) by increasing the not-to-exceed amount by $140,300 for a total not-to-exceed amount of $616,622

12. Accept Public Improvements performed by DPI, Inc. for the annual Water Distribution System Improvement Project, CIP No. 23183

MEETING OPEN TO THE PUBLIC

City Council Agenda Page 3 of 4 December 5, 2023

13. Business Anniversary Recognition

14. Presentation of new City website

15. Public Comment regarding items not listed on the agenda – Speakers are limited to 3 minutes.

PUBLIC HEARINGS AND OTHER MATTERS
If necessary to ensure completion of the following items, the Mayor may alter time limits.

16. Continued from November 7, 2023 - Introduce an ordinance to add a new Chapter 9.06 Leaf Blower Restrictions to the Municipal Code to ban gasoline- powered leaf blowers effective June 1, 2024, and waive first reading

17. Receive a presentation on revenue measure polling results and provide direction for staff to engage in community outreach to further explore a revenue measure

18. Introduce Ordinances to amend the Municipal Code to: (1) Create a Housing Opportunity Zone District; and (2) Create the Objective Design Standards Housing Sites Compliance Review Process; and (3) Introduce 21 Ordinances to Rezone 21 Housing Opportunity Sites identified in the 6th Cycle Housing Element to the Housing Opportunity Zone District; and waive first readings

19. Receive an update on the development of a Water System Management Plan

MATTERS INITIATED BY COUNCIL

COUNCIL REPORTS
Brief reports on conferences, seminars, and meetings attended by the Council

ADJOURNMENT

Notice
Under Government Code §54957.5, any writings/documents regarding an open session item on this agenda and items received by the City Clerk’s Office by 12:00 p.m. on the day of the meeting provided to a majority of the City Council after distribution of the agenda packet will be available for public inspection on the City’s website https://www.cityofpleasantonca.gov/ and also at the Pleasanton Library located at 400 Old Bernal Ave., Pleasanton, CA 94566.

There is a 90-day limit for the filing of a challenge in the Superior Court to certain City administrative decisions and orders, which require a hearing by law, the receipt of evidence, and the exercise of discretion. The 90-day limit begins on the date the decision is final (Code of Civil Procedure § 1094.6). Further, if you challenge an action taken by the City Council in court, you may be limited, by California law, including but

City Council Agenda Page 4 of 4 December 5, 2023

not limited to Government Code §65009, to raising only those issues you or someone else raised in the public hearing, or in written correspondence delivered to the City Council prior to or at the public hearing. The City Council may be requested to reconsider a decision if the request is made prior to the next City Council meeting, regardless of whether it is a regular or special meeting.

Accessible Public Meetings
The City of Pleasanton can provide special assistance for persons with disabilities to participate in public meetings. To make a request for a disability-related modification or accommodation (e.g., an assistive listening device), please contact the City Clerk’s Office at 123 Main Street, Pleasanton, CA 94566 or (925) 931-5027 at the earliest possible time. If you need sign language assistance, please provide at least two working days’ notice prior to the meeting date.

Item #1

CITY COUNCIL AGENDA REPORT
December 5, 2023
City Manager
TITLE: ADOPT AND WAIVE SECOND READING OF ORDINANCE NO. 2248 AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PLEASANTON AMENDING CHAPTER 6.28 OF THE MUNICIPAL CODE REGARDING

CONSOLIDATION OF NEWSRACKS LOCATED IN THE DOWNTOWN AREA The foregoing Ordinance No. 2248 was introduced at a regular meeting of the City Council on November 7, 2023, by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Mayor Brown
Noes: Councilmember Testa

Absent: None
Abstain: None

ORDINANCE NO. 2248

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PLEASANTON AMENDING CHAPTER 6.28 OF THE MUNICIPAL CODE REGARDING

CONSOLIDATION OF NEWSRACKS LOCATED IN THE DOWNTOWN AREA WHEREAS, with technology changing the manner in which people read the news, learn about apartments for rent, or advertise for events or services, the five existing newsracks in the downtown area are no longer in full use; and
WHEREAS, a consolidation of downtown newsracks, and delegation of authority to the City Manager to adopt and implement an administrative newsrack policy for the downtown area, will enable more public sidewalk space in the downtown area to be re-purposed for community and public use, enhance the pedestrian-friendly atmosphere, and improve the appearance and maintenance of the remaining newsracks.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Finds that the proposed amendments to the Pleasanton Municipal Code have no possibility to have a significant effect on the environment per Title 14 California Code of Regulations (CEQA Guidelines) §15061(b)(3).

SECTION 2. Chapter 6.28 NEWSRACKS is hereby amended as set forth in the attached Exhibit A.

SECTION 3.A summary of this ordinance shall be published once within fifteen (15) days after its adoption in “The Valley Times,” a newspaper of general circulation published in the City of Pleasanton, and the complete ordinance shall be posted for fifteen (15) days in the City Clerk’s office within fifteen (15) days after its adoption.

SECTION 4. This ordinance shall be effective thirty (30) days after its passage and adoption.

The foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Pleasanton and adopted on the 5th day of December, 2023 by the following vote:

Ayes:

Noes:

Absent:

Abstain:

______________________________
Karla Brown, Mayor

ATTEST:

____________________________
Jocelyn Kwong, City Clerk

APPROVED AS TO FORM:

____________________________
Daniel G. Sodergren, City Attorney

EXHIBIT A

6.28 Newsracks
Article I. Generally

6.28.010 findings—purpose.

The city council finds and declares that:
a. There is a substantial governmental interest in promoting the public health, safety, welfare and convenience by ensuring that persons may reasonably use the public streets, sidewalks, rights-of-way, and other public property without interference with such use.
b. Public streets and sidewalks are public forums and their reasonable use in distributing and circulating newspapers by means of newsracks is not only a constitutionally protected right but serves a significant purpose in providing access to news for citizens of the city.
c. The reasonable use of newsracks within the public rights-of-way and other public property can be accomplished without interfering with the normal and reasonable use of these areas by the public, all while still providing ample access to the news. d. The public health, safety, welfare and convenience require that:

1. Unreasonable interference with motorist or pedestrian traffic be avoided;

2. Obstruction of views of traffic signs and street-crossing pedestrians be eliminated;

3. Damage done to sidewalks or streets be minimized and repaired;

4. The good appearance of the public streets and grounds be maintained;

5. Trees and other landscaping be allowed to grow without disturbance;

6. Access to emergency and other public facilities be maintained; and

7. Ingress and egress from properties adjoining the public rights-of-way be maintained.
e. The regulation of newsracks as set forth in this chapter provides the least intrusive and burdensome means for ensuring the purposes stated in this section are carried out while still providing ample opportunities for the distribution of news to the citizens of the city via newsracks located within public rights-of-way and public property.

f. With fewer printed newspapers, free magazines, and advertisements, it is appropriate to consolidate newsracks in the downtown.

6.20.020 definitions.

For purposes of this chapter the following words and phrases shall have meanings as follows:
a. “Downtown” means that area of the city designated as the Business Improvement District.
b. “Newsrack” means any self-service, coin-operated or credit card-activated box, container, storage unit, kiosk, or other dispenser installed, used or maintained for the sale or distribution of publications.
c. “Publications” means any newspapers, news periodicals, magazines, or other news or informational/advertising publications.

Article II. Newsracks in downtown

6.20.030 Newsracks in downtown
a. No privately owned newsracks shall be allowed in downtown. b. Any entity that distributes publications in downtown shall only utilize City- owned newsracks located at 855 Main Street and 300 Main Street and 400 Old Bernal Avenue for such distribution.
c. The city manager shall approve and implement an administrative policy regarding the use of City-owned newsracks in downtown. Any entity that distributes publications in downtown is subject to the application requirements and other provisions of this policy.

Article III. Newsracks in other areas of the city

6.28.040 Application.

This article applies to all areas of the city except downtown.

6.28.050 Encroachment permit—required.

Prior to installation of any newsrack or similar dispenser on public property, within the public right-of-way of any street, or within any public easement adjacent to any street, the person or persons responsible for such installation, use and/or maintenance shall apply for and secure an encroachment permit as provided in chapter 13.04 of this code, except, however, no fees or bonds shall be required. No encroachment permit shall be issued except in conformance with this chapter. Any person may establish a single master encroachment permit covering any number or all of his or her newsracks within the city.

6.28.060 Encroachment permit—application.

The encroachment permit application shall state the name(s) and address(es) of those responsible for installation, use and maintenance of the newsrack(s) subject to the permit, and shall describe with particularity the location(s) proposed for installation.

The application shall be approved and an encroachment permit issued within 10 calendar days if the type of newsrack and the location(s) proposed meet the standards set forth in this chapter. If some, but not all, of the proposed locations conform to the standards for newsrack placement, the application shall be approved and an encroachment permit issued for those locations conforming to the standards.

6.28.070 Encroachment permit—appeal.

If an application is disapproved, in whole or in part, the community development director shall notify the applicant(s) promptly, explaining fully the reasons for denial of an encroachment permit. The applicant(s) shall have 15 days following receipt of such notice to appeal the denial to thecity manager.

6.28.080 Encroachment permit—amendment.

A person securing an encroachment permit may install and maintain additional newsracks by an amendment to the permit originally granted to that person. The rules and procedures of sections 6.28.020 through this section shall also apply to the review and approval of any such amendment.

6.28.090 Permissible types of newsracks.
a. Multiunit configurations. Newsracks in a multiunit configuration standard in trade use permanently affixed to the ground in a manner conforming to a standard detail for permanent installation of newsracks as established by the community development director shall be required or permitted as follows:
b. Single-unit configuration. Any single newsrack of standard design commonly in trade use may be either movable or permanently affixed to the ground in the following circumstances:

1. Single-unit newsracks shall not be chained, bolted or otherwise attached to any property not owned by the owner of the newsrack without the consent of the owner of the property. Single-unit newsracks shall not be chained, bolted or otherwise attached to any tree, shrub or other plant nor situated upon any landscaped area. c. Permissible height and arrangement. The height of any newsrack shall be no greater than five feet measured from the ground to the top surface of the newsrack.

The compartments of multiunit newsracks shall be placed in such a manner as to utilize no more than two horizontal rows of six compartments per row.

6.28.100 standards for newsrack placement.

No newsrack shall be installed, used or maintained in any location upon public property, within rights-of-way, or within public easements adjacent to streets where such installation, use or maintenance endangers the safety of persons or property, or interferes with public utility, public transportation, or other government use, or unreasonably interferes with or impedes the flow of pedestrian, bicyclist, or vehicular traffic, the ingress into or egress from any residence, place of business, or any legally parked or stopped vehicle, or the use of traffic signs or signals, hydrants or mailboxes.

Except as allowed pursuant to section 6.28.080, the following general standards shall apply:
a. When a sidewalk is contiguous to a street curb, newsracks shall be placed on the side of the sidewalk away from the curb so that the back edge of the newsrack is not farther than six inches from the edge of the sidewalk. b. When a sidewalk is separated from a street by a planter strip, newsracks may be placed on either side of the sidewalk so that the back edge of the newsrack is no farther than six inches from the edge of the sidewalk; newsracks may not be placed adjacent to the curb.
c. When a newsrack is placed adjacent to the wall of any building, the newsrack shall be placed with its long axis parallel to the building and with the back edge of the newsrack at least six inches away from the building. d. Clear space for pedestrian/bicycle passage shall be maintained as follows:

1. Sidewalks of more than eight feet in width, at least six feet clear space;

2. Bicycle-pedestrian paths, at least eight feet clear space;

3. Sidewalks of less than eight feet in width, at least three feet clear space.

e. No newsrack shall be installed, used or maintained within the following distances, measured parallel to the street unless otherwise indicated, from the following:

1. Within three feet of any marked crosswalk;

2. Within the area adjacent to the curb return of any intersection with unmarked crosswalks;

3. Within three feet of any unmarked crosswalk at a “t” intersection;

4. Within a five-foot radius of any fire hydrant, fire call box, or other emergency facility;

5. Within three feet of any driveway, entrance to a building, or sidewalk leading to the entrance of a building;

6. In front of, or so situated so as to impede access to, any bus bench or shelter;

7. Within three feet of any no-parking or no-stopping zone, unless the newsrack is located on the side of the sidewalk farthest from the street.

6.28.110 Modification of placement standards.

The community development director may waive or modify the standards for newsrack placement contained in this chapter upon a showing of good cause and upon his or her determination that placing a newsrack at the location requiring the modification would not endanger the public health or safety. Notice of any modification approved by the community development director shall be given to the city council who may choose to review his or her decision. No modification or waiver shall be effective until one day following the city council meeting after notice of the modification or waiver has been made. Should the city council wish to review the matter, no modification or waiver shall be effective until the city council has acted.

6.28.120 Maintenance required.

Each newsrack shall be maintained in a neat and clean condition and in good repair at all times.

6.28.130 repair of damaged newsracks—removal upon discontinuance.

Newsracks that have been damaged or stolen shall be replaced or repaired as soon as is practical, unless the permit holder wishes to abandon the location, in which event the permit holder shall promptly remove its newsrack or compartment, as the case may be. When use of any newsrack is permanently discontinued, it shall be

removed and the location restored to its previous condition, normal wear and tear excepted.

6.28.140 advertising.

No newsrack shall be used for advertising signs or publicity purposes other than one concerned with the display, sale or distribution of the newspaper distributed from it.

6.28.150 identification.

Every person maintaining a newsrack under the terms of this chapter shall have his or her name, address, telephone number and email address affixed to it in a place where such information will be readily visible.

6.28.160 abatement of violation.
a. Removal sanctioned. A newsrack installed or maintained in violation of this chapter may be seized and removed by a public officer of the city or his or her designee if it is impractical for the public officer to remedy the violation by moving the newsrack to another point on the sidewalk or public right-of-way.
b. Notification prior to removal. Before any newsrack is seized, the person responsible for its installation and maintenance shall be notified and given five days to remedy the violation or request a hearing before the community development director to contest seizure. Notice shall be given in writing and sent to the address stated on the newsrack encroachment permit application or the newsrack and an additional notice tag shall be affixed to the newsrack on the date of notice. The latter notice shall be sufficient when no identification is shown on the newsrack and no permit has been issued. If the person responsible for the newsrack does not respond to the City’s notice within 10 days of such notice, the newsrack will be considered to be abandoned and will be removed.
c. Hearing may be required. A person notified under subsection b of this section may request a hearing before the community development director by making a written request to the office of the director. The hearing shall be informal, but oral and written evidence may be given by both sides. Any action by the city with respect to the alleged violation shall be stayed pending the director’s decision following the hearing. d. Seizure and retention of newsracks. The time period requiring remedy of a violation having run, or any appeal having been lost, the city may seize and remove the newsrack in violation of this chapter. The responsible party shall be notified of the seizure. Seized newsracks shall be retained by the city and may be recovered by the responsible party within 30 days from their seizure upon payment of the costs incurred by the city for seizure and removal.
e. Seizure without notice if imminent danger. Notwithstanding the provisions of subsection b of this section, prior notice of seizure is not required where the

newsrack poses an immediate danger to pedestrians or vehicles, provided notice of the seizure and an opportunity to contest is given to the person responsible for the seized newsrack within five days after the seizure.
f. Removal of abandoned newsracks. Abandoned newsracks may be removed by a public officer or his or her designee and may be disposed of if it is not claimed by the responsible party within 30 days. Newsracks remaining empty for 30 days or not claimed within 30 days of seizure shall be deemed abandoned, except that a newsrack remaining empty due to labor strike or any temporary interruption of distribution or publication by the newspaper sold from that newsrack shall not be deemed abandoned.

6.28.170 liability insurance.

Each person, prior to the granting of an encroachment permit under this chapter, shall furnish to the city a certificate showing that such person has then in force public liability and property damage insurance, naming the city as an additional insured, in an amount and in a form approved by the city attorney

6.28.180 indemnification.

Every person operating or maintaining a newsrack upon or within the public property, rights-of-way or public easements adjacent to streets of the city shall agree, prior to the granting of an encroachment permit, to indemnify and hold harmless the city, its officers and employees, from any loss, liability, damage, or cost sustained by any person or property, arising from the installation, operation or use of such newsrack.

Item #2

CITY COUNCIL AGENDA REPORT

December 5, 2023
City Clerk

TITLE: ADOPT A RESOLUTION SETTING THE 2024 CALENDAR YEAR CITY COUNCIL

MEETING SCHEDULE

SUMMARY
The Pleasanton Municipal Code Chapter 2.04.010 states that the City Council shall establish the dates and times of its regular meetings. A regular meeting schedule for the 2024 calendar year will assist in managing City Council meeting agendas and inform the public of planned public meetings.

The proposed 2024 calendar year schedule has 20 meeting dates. Regular meetings start at 7 p.m. in the City Council Chamber.

RECOMMENDATION
Adopt a resolution setting the 2024 calendar year City Council meeting schedule with 20 regular meetings.

BACKGROUND
In the years 2017 through 2023, the City held 19 or 20 regularly scheduled meetings per year.

For the 2024 calendar year, it is proposed that the City Council set 20 meeting dates.

DISCUSSION
The proposed 2024 calendar year schedule has 20 meeting dates. Typically, regular meetings are held on the first and third Tuesdays of each month. The first Tuesday of November is not scheduled as it is Election Day. Regular meetings start at 7:00 p.m. in the City Council Chamber. It is recommended that the Council adopt the resolution setting the 2024 calendar year schedule.

EQUITY AND SUSTAINABILITY
This schedule does not impact City-observed holidays.

OUTREACH
No outreach was conducted, as this is an administrative matter to conduct City business.

STRATEGIC PLAN ALIGNMENT
Not applicable, as this item is a routine item of City business.

FISCAL IMPACT
There is no fiscal impact associated with this action.

Prepared by: Submitted by: Approved by:

Jocelyn Kwong, City Clerk Jocelyn Kwong, City Clerk

Gerry Beaudin, City
Manager

Attachments:

1. Resolution setting the 2024 meeting schedule

ATTACHMENT 1
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON, SETTING THE 2024 CALENDAR YEAR CITY COUNCIL MEETING SCHEDULE
WHEREAS, Chapter 2.04.010 of the Pleasanton Municipal Code allows the City Council to establish dates of its regular meetings by resolution; and WHEREAS, at its December 5, 2023 meeting, the City Council reviewed and considered the 2024 calendar year meeting schedule.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING:

SECTION 1. The 2024 City Council Regular Meeting Schedule is set as follows:

January 16 July 2
February 6 August 20
February 20 September 3
March 5 September 17
March 19 October 1
April 2 October 15
April 16 November 19
May 7 December 3
May 21 December 17
June 4
June 18
SECTION 2.All regular meetings of the City Council shall start at 7:00 p.m. in the City Council Chamber.

PASSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on December 5, 2023.

I, Jocelyn Kwong, City Clerk of the City of Pleasanton, California, certify that the foregoing resolution was adopted by the City Council at a regular meeting held on the 5th day of December 2023, by the following vote:

Ayes:

Noes:

Absent:

Abstain:
_____________________________
Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:
______________________________
Daniel G. Sodergren, City Attorney

Item #3

CITY OF PLEASANTON

CITY COUNCIL MEETING MINUTES
October 3, 2023

CALL TO ORDER
Mayor Brown called the meeting of the City Council to order at the hour of 7:00 p.m. from the Remillard Conference Room at the Operations Services Center located at 3333 Busch Road.

Councilmember Nibert provided opening remarks.

ROLL CALL

Present: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown

Absent: None

AGENDA AMENDMENTS
Vice Mayor Balch continued item 18 to a future meeting in the 2023 calendar year to allow Pleasanton Downtown Association time to provide comments on the item.

CONSENT CALENDAR
City Manager

1. Approve meeting minutes for September 5, 2023
Recommendation: Approve the minutes.

City Manager

2. Adopt a resolution accepting and approving the Downtown Pleasanton Business Improvement District 2023 annual report and 2024 budget and declaring the intent to levy the annual assessment for 2024
Recommendation: Waive the full reading and adopt Resolution No. 23-1415 accepting and approving the Downtown Pleasanton Business Improvement District 2023 annual report and 2024 budget as prepared by the Advisory Board, and setting the public hearing date for November 7, 2023, to levy the annual assessment.

3. Adopt a resolution changing the City Council regular meeting location to the Remillard Conference Room at 3333 Busch Road for the remainder of the 2023 calendar year Recommendation: Waive the full reading and adopt Resolution No. 23-1416 changing the City Council regular meeting location to Remillard Conference Room for the remainder of the 2023 calendar year.

Community Development

4. Actions of the Zoning Administrator and Planning Commission Recommendation: Approve the actions of the Zoning Administrator and Planning Commission.

City Council Special Minutes Page 2 of 5 October 3, 2023 Fire

5. Adopt a resolution authorizing the City Manager to execute an agreement with the Department of Veterans Affairs in their capacity as Joint Executive Director of the Livermore-Pleasanton Fire Department to provide emergency and fire protection services to the Livermore Veterans Affairs Medical Center and authorizing the City Manager to enter into a revenue sharing agreement with the City of Livermore
Recommendation: Waive the full reading and adopt Resolution No. 23-1417 authorizing the City Manager to execute an agreement with the Department of Veterans Affairs in his capacity as Joint Executive Director of the Livermore-Pleasanton Fire Department to provide emergency and fire protection services to the Livermore Veterans Affairs Medical Center; and authorizing the City Manager to enter into a Revenue Sharing Agreement with the City of Livermore for fire services provided to the Livermore Veterans Affairs Medical Center.

Human Resources

6. Adopt a resolution approving the proposed memorandum of understanding between the City of Pleasanton and the Pleasanton Police Officers’ Association with term ending May 31, 2026 Recommendation: Waive the full reading and adopt Resolution No. 23-1418 approving the tentative agreement negotiated between the City and the PPOA with a term ending May 31, 2026.

Police

7. Adopt a resolution to accept a Traffic Records Improvement Project Grant for $39,100 from the State of California Office of Traffic Safety
Recommendation: Waive the full reading and adopt Resolution No. 23-1419 accepting the Traffic Records Improvement Project grant award for $39,100 from the State of California OTS and authorize the City Manager to execute all documents, and appropriate $39,100 to project 24802 in the Operations Grant Fund in Fiscal Year 2023/24.

8. Adopt a resolution to accept an Officer Wellness and Mental Health Grant Program award from the California Board of State and Community Corrections in the amount of $54,762 Recommendation: Waive the full reading and adopt Resolution No. 23-1420 accepting an Officer Wellness and Mental Health Grant Program award from the California Board of State and Community Corrections in the amount of $54,762

9. Adopt a resolution to accept a Selective Traffic Enforcement Program Grant award of $50,000 from the State of California Office of Traffic Safety
Recommendation: Waive the full reading and adopt Resolution No. 23-1421 accepting a Selective Traffic Enforcement Program Grant award of $50,000 from the State of California Office of Traffic Safety
Public Works

10. Approve plans and specifications, review bids, and award a construction contract to Golden State Construction & Utility, Inc. in the amount of $544,000 and award a professional services

City Council Special Minutes Page 3 of 5 October 3, 2023 agreement for archaeological monitoring services in the amount of $16,800 to Alta Archaeological Consulting for the Annual Sewer Collection System Improvement Project, CIP No. 24278 Recommendation:

1. Approve the plans and specifications for this project, review the bids received, and award the construction contract for the project to Golden State Construction & Utility, Inc. of San Francisco in the amount of $544,000.

2. Authorize the City Manager to enter into the project contract.

3. Authorize the City Manager to enter into a professional services agreement with Alta Archaeological Consulting of Santa Rosa in the amount of $16,800.

4. Authorize the Director of Public Works to approve a project contingency and execute contract change order(s) for $82,000 (approximately 15 percent of the contract) for unforeseen yet necessary related work.

11. Accept public improvements performed by Argo Construction, Inc. for the Library Roof Replacement Project, CIP No. 14408
Recommendation:

1. Accept the project as complete and authorize the City Clerk to file a Notice of Completion.

2. Authorize the release of the retention in the amount of $135,030 to Argo Construction, Inc. 30 days after the recordation of the Notice of Completion.

3. Authorize the return of the project’s balance of $128,569 to the Miscellaneous CIP – General Fund (Fund 201).

12. Accept public improvements performed by Villalobos & Associates, Inc. for the Annual Curb & Gutter for Street Resurfacing Project, CIP No. 23509
Recommendation:

1. Accept the project as complete and authorize the City Clerk to file a Notice of Completion.

2. Authorize release of the retention in the amount of $27,553 to Villalobos & Associates, Inc. 30 days after the recordation of the Notice of Completion.

3. Authorize the return of the project’s balance of $194,216 to the Gas Tax fund balance (Fund 160).

13. Approve the third amendment to the as-needed maintenance and trade services agreement with S.D. Electric, Inc. by $145,000 for a total not-to-exceed amount of $295,000 for Motor Control Center replacement and temporary power for Ken Mercer Sports Park, CIP No. 24374 Recommendation:

1. Approve the third amendment and authorize the City Manager to execute the amendment to the as-needed maintenance and trade services agreement with S.D.

Electric in the not-to-exceed amount of $145,000 for emergency electrical work at Ken Mercer Sports Park, increasing the total not-to-exceed agreement limit from $150,000 to $295,000 for the FY 2023/24.

2. Transfer $152,972 from Fund 515 Repair and Replacement to Ken Mercer Sports Park Emergency Electrical Repairs, CIP No. 23374, to cover FY 2023/24 related project expenditures.

3. Transfer $30,000 from Fund 203 Public Facilities Impact Fees to Ken Mercer Sports Park Emergency Electrical Repairs, CIP No. 23374, to cover FY 2023/24 related project expenditures.

City Council Special Minutes Page 4 of 5 October 3, 2023

4. Transfer $3,100 from the Public Works Engineering Division FY 2023/24 Operating Budget to Ken Mercer Sports Park Emergency Electrical Repairs, CIP No. 23374, to cover FY 2023/24 related design expenditures.

14. Approve the purchase and outfitting of six Police Utility Hybrid Interceptors in the amount of $656,894 and approve budget amendments in the Police Vehicle Replacement Fund Recommendation:

Staff recommends the City Council authorize the City Manager to:

1. Execute a purchase order with Folsom Lake Ford for six Ford Police Hybrid Utility Interceptors vehicles in the amount of $451,971, including a 15 percent contingency

2. Execute a purchase order with Lehr for the outfitting of six patrol vehicles in the amount of $181,960, as well as a 15 percent contingency

3. Approve the use of an existing purchase order with Crash Champions in the amount of $22,963 as well as a 15 percent contingency, to paint the front doors white

4. Amend the FY 2023/24 Budget for the Police Vehicle Replacement Fund by:
•Increasing the FY 2023/24 vehicle appropriation by $136,684 •Decreasing the fund balance by $136,684
MOTION: It was m/s by Balch/Arkin to approve the consent calendar as recommended. Motion passed by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown Noes: None

Absent: None

MEETING OPEN TO THE PUBLIC

15. Presentation of a Proclamation Recognizing October 2023 as Domestic Violence Awareness Month
Councilmember Nibert presented the proclamation to Andleeb Ali.

16. Public Comment regarding items not listed on the agenda Mayor Brown opened public comment. The following individual provided comment: Gerard Rawson.

The Mayor closed public comment.

PUBLIC HEARINGS AND OTHER MATTERS

17. Approve the five-year Citywide Strategic Plan
Recommendation: Approve the five-year Citywide Strategic Plan Alexa Jeffress, Deputy City Manager, presented the item.

Mayor Brown opened public comment. There being no speakers, Mayor Brown closed the public comment.

City Council Special Minutes Page 5 of 5 October 3, 2023 The Council provided comments on the plan including changes to the Vision statement to reference the historic nature of the city.

MOTION: It was m/s by Arkin/Testa to approve the five-year Citywide Strategic Plan as recommended with a modification to the Vision statement as follows: “Pleasanton is a progressive, desirable city where a diverse community honors the city’s historic character while working together to create an excellent quality of life now and for the future.” Motion passed by the following vote:

Ayes: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown Noes: None

Absent: None

18.Continued to future meeting – Approve Lions Wayside and Delucchi Parks conceptual plan and approve a professional services agreement with Callander Associates Landscape Architecture, Inc. in the amount of $115,000 to prepare construction documents for the Lions Wayside and Delucchi Parks Project, CIP No. 06716

19. Bi-annual update to the City Council regarding Police Department operations, services and activities
Recommendation: Receive the Bi-annual update.

City Manager Beaudin introduced Police Chief David Swing who presented the item.

Mayor Brown opened public comment. There being no speakers, Mayor Brown closed public comment.

Councilmembers provided comments and questions. Captain Kurt Schlehuber, Captain Larry Cox, and Commander Megan Wilske answered questions.

Councilmember Testa left the meeting at 9:03 p.m.

MATTERS INITIATED BY COUNCIL – None.

COUNCIL REPORTS
Councilmembers reported on regional and local agency meetings attended.

ADJOURNMENT
The Mayor adjourned the meeting at 9:06 p.m.

Jocelyn Kwong, City Clerk

CITY OF PLEASANTON

CITY COUNCIL SPECIAL MEETING MINUTES
October 9, 2023

CALL TO ORDER
Mayor Brown called the meeting to order at the hour of 8:30 a.m. from Conference Room 3 at 157 Main Street.

ROLL CALL

Present: Councilmembers Arkin, Balch, Nibert, Testa, Mayor Brown

Absent: None

PUBLIC COMMENT
Mayor Brown opened public comment. There being no speakers, Mayor Brown closed public comment and adjourned to closed session.

The City Clerk noted that Human Resources Manager Xaviera Scoggins would also be present for closed session.

ADJOURN TO CLOSED SESSION

1.CONFERENCE WITH LABOR NEGOTIATORS per Gov’t Code §54957.6:

Agency designated representatives: Veronica Thomas, Director of Human Resources and Labor Relations, Mary Egan (Municipal Resource Group)
Unrepresented employee: City Manager

REPORT ON CLOSED SESSION
There was no reportable action.

ADJOURNMENT
The meeting adjourned at 9:55 a.m.

Jocelyn Kwong
City Clerk

Item #4

CITY COUNCIL AGENDA REPORT
December 5, 2023
Community Development
TITLE: ACTIONS OF THE ZONING ADMINISTRATOR AND PLANNING

COMMISSION
P23-0805, Alistair Braganza
Application for Administrative Design Review approval to construct an approximately 456-square-foot addition to the front of the home located at 3557 Olympic Court.

Project Information:

Existing floor area: 1,576 square feet
Total floor area with addition: 2,032 square feet
Lot size: 6,253 square feet
Existing floor area ratio: 25.20 percent
Total floor area ratio with addition: 32.50 percent
Approved. (9 days)
P23-0806, Verenice Jauregui/Darco LLC
Application for Administrative Design Review approval to expand the kitchen by approximately 14 square feet at the rear of the home located at 1169 Pineto Place.

Project Information:

Existing floor area: 5,601 square feet
Total floor area with addition: 5,615 square feet
Lot size: 20,473 square feet
Existing floor area ratio: 27.36 percent
Total floor area ratio with addition: 27.43 percent
Approved. (9 days)
P23-0838, Natureworks Landscape/Jeff Castro
Application for Administrative Design Review approval to construct an approximately 13-foot, 3 ½-inch attached pavilion to the rear of the home located at 4233 Brindisi Place.

Approved. (9 days)

P23-0812, Lauren Simpson
Application for Administrative Design Review approval to construct an approximately 269-square-foot addition to the garage at the front of the residence and a 153-square- foot addition at the rear of the residence located at 4214 School Street.

Project Information:

Existing floor area: 1,281 square feet
Total floor area with addition: 1,706 square feet
Lot size: 6,370 square feet
Existing floor area ratio: 20.11 percent
Total floor area ratio with addition: 26.78 percent
Approved. (9 days)
P23-0839, Charles Carter
Application for Administrative Design Review approval to construct an approximately 63-square-foot, second-story addition by enclosing the existing second-story balcony to the front and convert an existing rear facing second-story loft area into a bedroom located at 2101 Palmer Drive.

Project Information:

Existing floor area: 3,069 square feet
Total floor area with addition: 3,132 square feet
Lot size: 12,200 square feet
Existing floor area ratio: 25.16 percent
Total floor area ratio with addition: 25.67 percent
Approved. (9 days)
P23-0843, Laura Dipper/Seigo Designs & Interiors
Application for Administrative Design Review approval to construct an approximately 499-square-foot addition to the front of the home located at 2580 Via Espada.

Project Information:

Existing floor area: 1,825 square feet
Total floor area with addition: 2,324 square feet
Lot size: 10,715 square feet
Existing floor area ratio: 17.03 percent
Total floor area ratio with addition: 21.68 percent
Approved. (11 days)
P23-0841, Todd Moberg/Insignia Designs
Application for Sign Design Review approval to install one wall-mounted, non- illuminated sign and one projecting non-illuminated blade sign at 624 Main Street.

Approved. (17 days)

P23-0859, Laura Dipper/Seigo Designs & Interiors
Application for Administrative Design Review to construct an approximately 500-square- foot, 14-foot and 10-inch-tall detached covered patio to the rear of an existing residence located at 1008 Laguna Creek Lane.

Approved. (13 days)
P23-0860, Todd Moberg/Insignia Designs
Application for Sign Design Review to install three backlit halo letter wall signs and logo and to reface the existing monument sign for Villa Sport Fitness located at 5341 Owens Court.

Approved. (0 days)
Planning Commission, November 8, 2023
Commissioners Present: Matt Gaidos, Anurag Jain, Vivek Mohan, Ken Morgan, Stephanie Wedge, and Chair Brandon Pace
Commissioners Absent: None
PXX17-0904, Stoneridge Mall Development Agreement Extension Application to amend and extend the Stoneridge Shopping Center Development Agreement (DA), governing a previously approved approximately 362,790-square-foot shopping center expansion, for one year, with a City Manager option to extend the DA for one additional year subject to the completion of performance standards set forth in this fifth amendment.

Action Recommended: Adopt Resolution No. PC-2023-15 recommending City Council approval of the application to amend the Stoneridge Shopping Center Development Agreement to extend the
term for one year plus a potential further extension for an additional year.

Action Taken: Adopt Resolution No. PC-2023-15 recommending City Council approval of the application amending and extending the term of the Stoneridge Shopping Center Development
Agreement, as recommended.

Vote: 5-0
P23-0605, 2025 Santa Rita Road, Vesting Tentative Map
Application for Vesting Tentative Tract Map 8676, a single lot subdivision for the purpose of creating 42 condominiums and common areas.

Action Recommended: Adopt Resolution No. PC-2023-16 approving the application for Vesting Tentative Map 8676.

Action Taken: Adopt Resolution No. PC-2023-16 approving the application, as recommended.

Vote: 5-0
P23-0607 & P23-0608, Housing Element Update (HOZ)
Applications for: (1) a Municipal Code Amendment to create a Housing Opportunity Zone District and Rezone all applicable Housing Project Sites identified in the Housing Element to this District; and (2) a Municipal Code Amendment codifying the Objective Design Standards housing sites compliance review process.

Action Recommended: Adopt Resolution No. PC-2023-17 recommending City Council approval of: (1) a Municipal Code amendment
creating a Housing Opportunity Zone (HOZ) District; (2) Rezoning 21 housing opportunity sites identified in the 6th Cycle Housing Element (2023-2031 Housing Element) to this HOZ district; and (3) a Municipal Code amendment codifying the Objective Design Standards (ODS) housing site
compliance review process for applications P23-0607 and P23-0608.

Action Taken: Adopt Resolution No. PC-2023-17 recommending City Council approval of Municipal Code amendments creating a HOZ district, rezoning applicable Housing Sites as identified in the Housing Element to this district, and codifying the ODS housing sites compliance review process, as
recommended.

Vote: 4-1
Prepared by: Submitted by: Approved by:

Melinda Denis
Zoning Administrator
Ellen Clark
Director of Community
Development
Gerry Beaudin
City Manager

Item #5

CITY COUNCIL AGENDA REPORT

December 5, 2023
Community Development

TITLE: INTRODUCE AN ORDINANCE TO AMEND THE STONERIDGE SHOPPING

CENTER DEVELOPMENT AGREEMENT, FOR A PREVIOUSLY APPROVED 362,790-SQUARE-FOOT SHOPPING CENTER EXPANSION, TO EXTEND THE

TERM FOR ONE YEAR WITH AN OPTION TO EXTEND FOR AN ADDITIONAL

YEAR SUBJECT TO THE COMPLETION OF PERFORMANCE STANDARDS,

AND WAIVE FIRST READING

SUMMARY
The applicant, Stoneridge Properties, LLC (Simon Property Group), proposes to amend and extend the existing Development Agreement (DA) for the Stoneridge Shopping Center by extending the term by one year until December 2024, with a City Manager option to extend for one additional year until December 2025, subject to the completion of performance milestones related to the Stoneridge Mall Framework. The applicant’s proposal would not allow for additional development beyond the 362,790-square-foot shopping center expansion already approved in the existing DA. This would be the fifth amendment to the DA. The Planning Commission on November 8, 2023, voted to recommend approval of the amendment.

RECOMMENDATION

1. Find the proposed Fifth Amendment to the Stoneridge Shopping Center Development Agreement to be exempt from further review the California Environmental Quality Act (CEQA) pursuant to Public Resources Code section 21083.3 and CEQA Guidelines section 15183.

2. Introduce the ordinance to amend and extend the agreement as set forth in the Fifth Amendment shown in Attachment 1 and direct the City Manager to execute the same.

BACKGROUND
The Stoneridge Shopping Center was constructed in the early 1980s by the Taubman Company. As part of the City’s approval of the regional shopping center, the Taubman Company participated in funding portions of the I-680/Stoneridge Drive freeway interchange, construction of improvements to the nearby city streets and intersections that accessed the shopping center from the I-580 and I-680 freeways, and construction of Fire Station No. 2 at 6300 Stoneridge Mall Road.

Development Agreement
Development agreements (DA) are public/private contracts specifically authorized by state law with the purpose of providing property owners with more certainty about the entitlements and obligations that will apply to their property. The local government receives a legally binding promise that the developer will provide infrastructure and/or pay fees required by a new project; the developer receives a legally binding promise it can build a project. The DA sets

forth the rights and responsibilities between the City and the property owner/developer. DAs are primarily utilized on large, master planned developments constructed in a phased manner over a relatively long period of time, and often require significant investments in public infrastructure on the part of the private developer. DAs encourage private investment, including the provision of public facilities that would not normally be required under a typical development plan review.

In November 1992, the City Council approved the original DA (Attachment 2) for the Stoneridge Shopping Center, which granted rights to expand the shopping center by approximately 178,000 square feet in exchange for developer contributions to various traffic improvements and approved a related Sewer Agreement that reserved and allocated sewer capacity for the uses within the shopping center.

On January 6, 1998, the City Council approved the First Amendment to the DA, further increasing the Stoneridge Shopping Center by an additional 202,000 square feet, thereby totaling 380,000 square feet of expansion area, and modified the traffic improvements. An amendment to the Sewer Agreement was also approved at that time which reserved 10,000 gallons of sewer capacity for the shopping center.

In summary, the original DA, as amended by the First Amendment, and related Sewer Agreement, granted the following entitlements and restrictions to the owners of the shopping center and their successors:
• Permitted the expansion of the shopping center floor area by a total of 380,000 square feet (the additional to-be-developed area has been reduced to 362,790 square feet of floor area due to the past construction of the P.F. Chang’s and Cheesecake Factory restaurants). Also, Design Review approval was granted in 2019 for the Stoneridge Mall Commercial Replacement and Expansion Project by Planning Commission Resolution PC-2019-10 for net new construction of 79,269 square feet, but none of that square footage has been constructed. Accordingly, the total approved expansion remains at 362,790 square feet)
• Reserved 10,000 gallons per day of sewer capacity for the entire shopping center (this capacity has been used completely by the present shopping center retail businesses and restaurants)
• Referenced the permitted and conditional uses of the Regional Commercial – Mall Complex (CR(m)) District of the Pleasanton Municipal Code (PMC) for the shopping center with the applicable City approvals
• Established parking ratios between 3.5 and 4.5 parking spaces per 1,000 square feet of floor area for different categories of shopping center uses (these vested parking ratios exceed the City’s current typical retail parking standard of 3.33 parking spaces per 1,000 square feet)
• Required the shopping center to participate in mitigation measures identified by the City to offset the anticipated traffic impacts of the I-680/West Las Positas Road freeway interchange (which was subsequently determined by the City not to be built) • Defined the maximum height for all new shopping center buildings as that of the highest building existing at the time of the First Amendment, which is 68 feet • Permitted parking decks up to a maximum height of three levels above grade • Identified traffic improvements to nearby intersections that could be required by the

City’s traffic engineer to mitigate the impact of the additional floor area on traffic operations.

The DA was subsequently further amended: in 2013 to extend the term for five years until 2017; in 2018 to extend the term for five additional years until 2022; and most recently in 2021 to extend the term for one year until 2023.

Site and Area Description
The Stoneridge Shopping Center is located on an oval-shaped property defined entirely by Stoneridge Mall Road. Figure 1, below, shows the Stoneridge Shopping Center and portions of the I-580 and I-680 freeways and Foothill Road.

The properties surrounding the mall are located between Stoneridge Mall Road and the I-580 I-680 freeways, Stoneridge Drive, and Foothill Road and are developed with a variety of office, hotel, medical, restaurant, retail, and residential uses, including the recently constructed building within the 10x Genomics campus. The newly approved 360-unit Stoneridge Mall Apartment project will be located on a site in the southeast quadrant of the mall.

Figure 1: Stoneridge Shopping Center and Surrounding Land Uses

DISCUSSION

PROJECT DESCRIPTION AND DISCUSSION
The applicant requests the term of the DA be extended for another year to December 2024, plus a City Manager option to extend the DA for one additional year until December 2025, subject to the completion of performance milestones related to the Stoneridge Mall Framework. The proposed Fifth Amendment and the existing agreement are attached as Attachment 1 and Attachment 2, respectively. The proposed Fifth Amendment does not allow for any additional development beyond that identified in the existing agreement and continues

to require all new commercial projects be subject to Planning Commission Design Review approval administered at a public hearing (residential development permitted by the 4th, 5th and 6th Cycle Housing Elements is not part of the DA and is subject to the Objective Design Standards and process for approval set forth in other City regulations).

Since the last extension of the DA was approved in 2021, the effects of the COVID-19 pandemic have continued to affect the overall retail and commercial development market, and although there has been some recovery, it is not yet fully concluded. The applicant has indicated the need for additional time to evaluate these changes in the retail climate, and how to best proceed with expansion of the shopping center to remain competitive and meet current market demands/trends that have evolved over the past several years and have most likely shifted again post-pandemic. Additionally, since the 2021 extension, the City adopted the Stoneridge Mall Framework components document, and completed the 6th Cycle Housing Element update, with sites identified at Stoneridge Shopping Center among the housing inventory sites that will be rezoned to allow for additional residential uses on certain portions of the mall. Such sites are in addition to those properties within the mall identified in the 4th and 5th Cycle Housing Elements, one of which is the location of the Stoneridge Mall Apartments project (approved earlier this year).

The Stoneridge Mall Framework, as adopted in January 2023, provides a conceptual land use and circulation plan, and policy guidance for future development/ redevelopment of the shopping center. In consideration of this Fifth Amendment, the City and applicant have agreed on a list of milestones (i.e., tasks) tied to progressing the Stoneridge Mall Framework toward a full master plan or similar comprehensive plan document. Based on the terms of the Fifth Amendment, the applicant would be required to work with the City to establish a more detailed schedule for completion of the various milestones by March 2024, with the goal of (among other tasks) advancing technical studies and submitting a development application for the master plan no later than December 31, 2025. The schedule established in March 2024 is expected to set more detailed, interim steps and timeframes toward achieving submittal of the master plan within the desired timeframe; on demonstration of good faith efforts to progress these more detailed efforts, the City Manager may administratively grant another one-year extension of the DA, through December 31, 2026. Attachment 1 (Section 7) provides a complete list of the required milestones.

Given the passage of time since the DA was originally written, the City has asked, and the applicant has agreed, to include as part of the Fifth Amendment provisions specifying that any development pursuant to the DA is subject to current City development impact fees and other fees, offset by prior payments for traffic improvements. In addition, the City and applicant have included terms that specify that the Objective Design Standards (ODS) adopted in January 2023 and the requirements of the future Framework would also apply to any residential or mixed-use development on the site. The section about transfer or assignment has been amended to provide for City approval. And, finally, there is also a provision for the applicant to reimburse the City for the cost of environmental review and consultant work on the Stoneridge Mall Framework process.

For these reasons, staff supports the DA extension. The additional time allowed for by the Fifth Amendment would allow the Stoneridge Mall Framework planning efforts to progress and also facilitate the applicant’s participation in the process in order to secure the orderly development of the shopping center expansion, with greater opportunities to secure effective traffic

management, cohesive, attractive site design, public and private improvements, and related economic benefits to the City.

The DA process requires the City Council to determine if a DA is consistent with the General Plan. Based on the information in the report, the Planning Commission found this Fifth Amendment is consistent with the General Plan and has recommended the City Council approve the Fifth Amendment.

BOARD/COMMITTEE/COMMISSION ACTION
The Planning Commission held a public hearing on November 8, 2023, to review and provide a recommendation to the Council on the proposed extension of the DA (see Attachment 3). No public comment was received. The proposal was placed on the public hearing portion of the agenda, and the Planning Commission unanimously recommended approval to the City Council.

EQUITY AND SUSTAINABILITY
The action directly implements the Housing Element, a key goal of which is to increase housing opportunities, including opportunities for housing affordable to lower- and middle- income residents – both through inclusionary requirements, and creating more opportunities for partnerships with housing developers. The ordinance allowing the DA extension includes performance measures aimed at the completion of the Stoneridge Shopping Center Framework and the shopping center has been identified as a housing opportunity site in the 6th Cycle Housing Element Update.

This action also advances the sustainability goals of CAP 2.0, Strategy TLU-3, to advance sustainable land use, and supporting Action E6, which calls for the City to implement the Housing Element, aiming to achieve a balance between jobs and housing, including encouraging transit-oriented development near BART, along transportation corridors and near employment hubs.

OUTREACH
Notice of this meeting was sent to property owners and tenants/occupants within 1,000-feet of the site as shown in Attachment 4. At the time of this report’s publication, staff has not received any public comments. Public comments received after publication of this report will be forwarded to the City Council.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the strategic goal of Building a Community Where Everyone Belongs from the recently approved ONE Pleasanton Strategic Plan. It directly supports Strategy 3 under this goal, to complete master planning and CEQA for the Stoneridge Mall Framework to set the stage for future development, by establishing performance milestones to advance the master plan. The action also supports the strategy of implementing the updated 2024-2028 Economic Development Strategic Plan initiatives, including retail revitalization and mall redevelopment and business retention and expansion by supporting actions to expand and revitalize Stoneridge Mall.

FISCAL IMPACT
There is no cost associated with this Fifth Amendment. Any new development resulting from

the proposal would be responsible for the payment of current development impact fees and for the costs of any required utility or infrastructure improvements. The project would incrementally increase the demand for City services but would also add sales and property tax revenue.

Additionally, the existing agreement already secures additional financial benefits to the City, such as payment of impact fees at current rates.

ENVIRONMENTAL ASSESSMENT
On January 4, 2012, the City Council certified a Supplemental Environmental Impact Report (SEIR) and adopted the CEQA Findings and a Statement of Overriding Considerations for the Housing Element and Climate Action Plan General Plan Amendment and Rezonings Supplemental EIR. This SEIR was a supplement to the EIR prepared for the Pleasanton 2005- 2025 General Plan which was certified in July 2009. The development contemplated in the DA is consistent with the development density that was evaluated and mitigated as part of these certified CEQA documents which are available upon request as part of Attachment 3. In addition, the City adopted an Addendum dated April 19, 2019, in connection with the Stoneridge Mall Commercial Replacement and Expansion Project, File P18-0340, which concluded the project would not cause any unstudied impacts or impacts peculiar to the parcel.

The proposed Fifth Amendment does not result in any effects on the environment that are peculiar to the property or project that were not addressed in these prior CEQA documents, or which substantial new information shows will be more significant than described in these prior CEQA documents. Therefore, no additional environmental review is required pursuant to Public Resources Code section 21083.3 and CEQA Guidelines section 15183.

SUMMARY/CONCLUSION
This extension will enable Stoneridge Properties LLC (Simon Property Group) to continue to explore commercial expansion of the Stoneridge Shopping Center, broadening the City’s tax base and allowing the continued vitality of the shopping center. This amendment/extension would not alter or modify the obligations and responsibilities described in the original DA or subsequent amendments as they apply to the shopping center, except in ways that are to the benefit of the City, such as requiring the project to pay current development impact fees. With expectations of the completion of the outlined Stoneridge Mall Framework milestones in this amendment, staff believes the shopping center will continue to evolve and remain competitive in both the current development environment; thus, staff supports the request for the amendment/extension and recommends the City Council introduce the ordinance to approve the proposed Fifth Amendment.

Prepared by: Submitted by: Approved by:

Eric Luchini, Senior Planner Ellen Clark, Director of Community Development

Gerry Beaudin, City
Manager

Attachments:

1. Ordinance to approve Fifth Amendment to the DA (Exhibit A) for the Stoneridge

Shopping Center

2. Original DA with first, second, third, and fourth amendments

3. Planning Commission agenda report dated November 8, 2023 (without attachments)

4. Location and Notification Map

Ordinance No.

Page of 6

ORDINANCE NO.

AN O

RDINANCE OF THE CITY COUNCIL OF THE CITY OF PLEASANTON

APPROVING THE FIFTH AMENDMENT TO THE STONERIDGE SHOPPING CENTER

DEVELOPMENT AGREEMENT TO EXTEND THE TERM FOR ONE YEAR, WITH A

CITY MANAGER OPTION TO EXTEND FOR ONE ADDITIONAL YEAR SUBJECT TO

THE COMPLETION OF PERFORMANCE STANDARDS
W
HEREAS, Stoneridge Properties, LLC (Simon Property Group) has applied for a F ifth Amendment to the Development Agreement for the properties at 1008 - 1700 Stoneridge Mall Road to amend and extend the Stoneridge Shopping Center Development Agreement, governing a previously approved approximately 362,790- square-foot shopping center expansion, for one year, with a City Manager option to extend for one additional year subject to the completion of performance standards; and
WHEREAS, o n January 4, 2012, the City Council certified a Supplemental Environmental Impact Report (SEIR) and adopted the CEQA Findings and a Statement of Overriding Considerations for the Housing Element and Climate Action Plan General Plan Amendment and Rezonings Supplemental EIR. This SEIR was a supplement to the EIR prepared for the Pleasanton 2005 -2025 General Plan which was certified in July 2009. The development contemplated in the agreement is consistent with the development density that was evaluated and mitigated as part of these certified CEQA documents. In addition, the City adopted an Addendum dated April 19, 2019, in connection with the Stoneridge Mall Commercial Replacement and Expansion Project, File P18-0340, which concluded that the project would not cause any unstudied impacts or impacts peculiar to the parcel. The proposed Fifth Amendment does not result in any effects on the environment that are peculiar to the property or project that were not addressed in these prior CEQA documents, or which substantial new information shows will be more significant than described in these prior CEQA documents. Therefore, no additional environmental review is required pursuant to Public Resources Code section 21083.3 and CEQA Guidelines section 15183; and
W
HEREAS, the Planning Commission held a public hearing on November 8 , 2023, and adopted Resolution No. PC-2023-15, recommending that the City Council approve the amendment; and
WHEREAS, on December 5 , 2023, the City Council held a duly noticed public hearing on this application and considered all public testimony, agenda report, and related materials, and the recommendations of City staff and the Planning Commission; and W
HEREAS, the City Council finds the proposed extension of the Development Agreement is consistent with the City's General Plan.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES HEREBY ORDAIN AS FOLLOWS:

SECTION 1. Finds that the 362,790-square-foot expansion of the Stoneridge Shopping Center was considered in the Supplemental Environmental Impact Report (SEIR) and adopted Findings and Statements of Overriding Consideration approved by the City Council on January 4, 2012, for the Housing Element update and Climate Action Plan General Plan Amendments and Rezonings that supplemented the Environmental Impact Report (EIR) prepared for the Pleasanton 2005-2025 General Plan, certified in July 2009.

Attachment 1

Ordinance No.

Page of 6

SECTION 2. Finds that the Fifth Amendment is consistent with the objectives, policies, general land uses and programs specified in the City's General Plan; is compatible with the uses authorized in and the regulations prescribed for the land use district (C - R (Regional Commercial)) in which the p roperty is located; is in conformity with public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City; will not adversely affect the orderly development of property or the preservation of property values within the City; and will promote and encourage the development of the project by providing a greater degree of certainty with respect thereto.

SECTION 3 . Approves the Fifth Amendment to the Development Agreement with Stoneridge Properties, LLC, and directs the City Manager to execute, as generally shown in the attached Exhibit A, which may be modified as determined by the City Manager and City Attorney for consistency with this City Council action prior to execution.

SECTION 4. A summary of this ordinance shall be published once within fifteen (15) days after its adoption in “The Valley Times,” a newspaper of general circulation published in the City of Pleasanton, and the complete ordinance shall be posted for fifteen (15) days in the City Clerk’s office within fifteen (15) days after its adoption.

SECTION 5. This ordinance shall be effective thirty (30) days after its passage and adoption.

The foregoing Ordinance was introduced at a regular meeting of the City Council of the City of Pleasanton on December 5, 2023 by the following vote:

Ayes:

Noes:

Absent:

Abstain:

Karla Brown, Mayor

ATTEST:

Jocelyn Kwong, City Clerk

Dated:

APPROVED AS TO FORM:

Daniel G. Sodergren, City Attorney

Ordinance No.

Page of 6

EXHIBIT A

(Page Intentionally Left Blank)

Ordinance No.

Page of 6

RECORDING REQUESTED BY

CITY OF PLEASANTON
When Recorded, Return to:

Office of the City Clerk
City of Pleasanton
P.O. Box 520
Pleasanton, CA 94566
Recording Requested Pursuant to Government
Code Sections 27383 & 6103 – no fee

FIFTH AMENDMENT TO DEVELOPMENT AGREEMENT
THIS FIFTH AMENDMENT TO DEVELOPMENT AGREEMENT (the “Fifth Amendment”) is made and entered into by and between the CITY OF PLEASANTON, a municipal corporation of the State of California (“City”), and STONERIDGE PROPERTIES LLC, a Delaware limited liability company, doing business in California as STONERIDGE ASSOCIATES, LLC, as successor in interest to SECURITY TRUST COMPANY, as TRUSTEE under Trust No. 1860-0 (“Developer”), pursuant to the authority of California Government Code Sections 65864-65869.5.

RECITALS
A. The City and Developer are parties to a Development Agreement (the "Agreement") dated as of November 5, 1992, as approved by the City Council under Ordinance No. 1578. The Agreement was recorded on April 2, 1993, as Instrument No. 93103418 in the Official Records of Alameda County. (Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement; all references to the Agreement shall refer to the same as modified by the First, Second, Third and Fourth Amendments.) B. The parties entered into the First Amendment to Development Agreement (the "First Amendment"), dated as of January 6, 1998, as approved by the City Council by its Ordinance No. 1732. The First Amendment to the Development Agreement was recorded on February 5, 1998, as Instrument No. 98048535 in the Official Records of Alameda County.

C. The parties entered into the Second Amendment to Development Agreement (the "Second Amendment"), dated as of June 18, 2013, as approved by the City Council by its Ordinance No. 2073. The Second Amendment to the Development Agreement was recorded on September 5, 2013, as Instrument No. 2013299219 in the Official Records of Alameda County.

D. The parties entered into the Third Amendment to Development Agreement (the "Third Amendment"), dated as of August 21, 2018, as approved by the City Council by its Ordinance No. 2173. The Third Amendment to the Development Agreement was recorded on September 19, 2018, as Instrument No. 2018182964 in the Official Records of Alameda County.

E. The parties entered into the Fourth Amendment to the Development Agreement (the “Fourth Amendment”), dated as of September 6, 2022, as approved by the City Council by its Ordinance 2230. The Fourth Amendment was recorded on September 12, 2022, as Instrument No. 2022156727 in the Official Records of Alameda County.

F. The City and Developer desire to extend the term of the Agreement. In order to strengthen the planning process, encourage private participation in comprehensive planning, secure the orderly development of the shopping center expansion and provide greater opportunities for traffic management and cohesive, attractive site design and improvements and related economic benefits to the City, and to facilitate the future development of a comprehensive master plan for the shopping

Ordinance No.

Page of 6

center, the City has determined that this Fifth Amendment is an appropriate supplement to the Agreement.

G. The Agreement originally permitted an expansion of 380,000 square feet, which was reduced to 362,790 square feet due to construction of P. F. Chang's and the Cheesecake Factory.

The permitted remaining expansion was covered by the mitigated negative declaration adopted in connection with the original Development Agreement, as well as considered as part of the EIR for the Pleasanton 2005-2025 General Plan certified in July 2009, and the SEIR for the Housing Element Update and Climate Action Plan General Plan Amendments certified in January 2012, and addressed in the Addendum for the Stoneridge Mall Commercial Replacement and Expansion Project dated April 16, 2019. In addition, the cumulative impacts of the development permitted under the Agreement and this Fifth Amendment, plus all development proposed under the City of Pleasanton’s 2023-2031 Housing Element, was studied in the Program Environmental Impact Report (SCH 2022040091) for that Housing Element certified by the City Council on January 26, 2023, by Resolution No. 23-1357. This Fifth Amendment merely extends the term of the previously approved Agreement by two years and is consistent with the General Plan, and there are no impacts peculiar to the parcel or unstudied impacts relevant to this Fifth Amendment.

H. On November 8, 2023, after conducting a duly noticed public hearing, the City Planning Commission recommended the City Council approve this Fifth Amendment, based on the following findings and determinations: this Fifth Amendment is consistent with the objectives, policies, general land uses and programs specified in the City's General Plan; is compatible with the uses authorized in and the regulations prescribed for the land use district (C- R (Regional Commercial)) in which the Property is located; is in conformity with public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City; will not adversely affect the orderly development of property or the preservation of property values within the City; and will promote and encourage the development of the Project by providing a greater degree of certainty with respect thereto.

I. Thereafter, on December 5, 2023, the City Council held a duly noticed public hearing on this Fifth Amendment and made the same findings and determinations as the Planning Commission. On that same date, the City Council introduced the Ordinance. On December 19, 2023, the City Council approved this Fifth Amendment by adopting Ordinance No. XXXX.

NOW, THEREFORE, pursuant to the authority contained in California Government Code Sections 65864-65869.5, and in consideration of the mutual covenants and promises of the parties herein contained, the parties agree to amend the Agreement as follows:

1. Section 2.2 is hereby amended and restated as follows:

2.2 Term. The term of this Agreement and Developer's rights and obligations hereunder shall terminate on December 31, 2024, unless the termination date is extended to December 31, 2025, pursuant to Section 19.16 below.

2. Sections 3.2(a) through 3.2(i) are hereby deleted and replaced with the following:

3.2. (a) Developer shall pay development impact fees, connection charges, building permit fees and processing fees in effect at the time Developer submits the applicable Project application for processing.

3.2 (b) - 3.2 (i) (not used).

3. Exhibits D through G are hereby deleted.

4. Section 3.5 is hereby deleted and replaced with the following:

Ordinance No.

Page of 6

3.5 (not used).

5. Section 4.4 is hereby amended and restated as follows:

4.4 Architectural Review of Project. The City may apply the rules and regulations regarding architectural review, and objective design standards for any residential development incorporated into the Project, in effect in the City at the time the Developer applies for design review approval for any aspect of the Project, as long as applying these rules and regulations does not conflict with Developer’s rights under this Agreement to expand the Shopping Center by the number of square feet specified in this Agreement.

6. Section 15 is hereby amended and restated as follows:

15. Right to Assign, etc. Developer’s rights hereunder may be encumbered, sold or assigned in conjunction with the transfer, sale, assignment or financing of all or any portion of the Property at any time during the terms of this Agreement. If the proposed buyer or assignee is not an affiliate of Developer, then Developer may still assign its interest in the Property so long as Developer receives the City’s prior written consent. Upon the sale, transfer or assignment of Developer’s rights and interests under this Agreement, memorialized in an assignment and assumption agreement, Developer shall be released from its obligations pursuant to this Agreement with respect to the Property or portion thereof so transferred which arise subsequent to the effective date of the transfer.

7. In extending the Development Agreement, the City and Developer anticipate that Developer will work with the other owners of property at Stoneridge Mall (defined as the “Shopping Center” in the Agreement) to move forward with developing a master plan. Accordingly, new Sections 19.14, 19.15 and 19.16 are added as follows:

19.14. Good Faith Efforts Towards Master Plan. Developer shall make good faith efforts with City to develop and process for approval a Master Plan for the Shopping Center that furthers the goals of the Stoneridge Mall Framework Components approved by the City Council in Resolution No. 23-1356, adopted on January 26, 2023, as those Components may be amended by the City with the reasonable consent of Developer (“Master Plan” and “Framework Components,” respectively). While Developer cannot control the actions of other owners of property at the Shopping Center (“Other Owners”), Developer’s good faith efforts shall include working with and attempting to persuade Other Owners to participate in developing and processing the Master Plan. Developer’s good faith efforts shall strive to meet the following goals:
(a) By March 2024, City’s Community Development Director and other City staff will meet with the Developer and such Other Owners as are willing to participate to develop a schedule for completing items (b), (c) and (d) below by December 31, 2025:
(b) Developer and such Other Owners as are willing to participate will submit to the City an initial conceptual site plan for the Master Plan that includes commercial, retail, housing, infrastructure and open

Ordinance No.

Page of 6

space/recreation areas that furthers the goals of the Framework Components.
(c) Developer and such Other Owners as are willing to participate will submit preliminary and final development applications for the Master Plan.
(d) Developer and such Other Owners as are willing to participate will submit environmental and engineering studies, primarily related to traffic and infrastructure, to support the Master Plan. (e) Developer and such Other Owners as are willing to participate shall enter into an agreement to reimburse the City for its costs associated with processing the Master Plan application(s), including the City’s retention of consultants to provide review and comment on the application and to prepare an Environmental Impact Report.

19.15 Review of Good Faith Efforts. Beginning on or about June 1, 2024, the City Manager shall evaluate whether Developer is making the good faith efforts required by Section 19.14. If the City Manager makes a finding that Developer has not complied in good faith and in a material respect with Section 19.14, then the parties shall comply with the provisions of Sections 6(b), (c) and (d) (which pertain to notice, opportunity to cure and remedies during an annual review of the Agreement), except that the reference to a finding of the City Council in Section 6(b) shall be read to apply to the findings of the City Manager, and the ninety (90) day period to cure shall be reduced to thirty (30) days.

19.16. E
xtension of Agreement Upon Adequate Progress .
(a) As provided in Section 19.16(c) below, the City Manager shall adopt findings regarding whether adequate progress has been made by Developer towards the Master Plan.
(b) The City Manager may refer the duty to make such findings to the City Council. Developer may appeal any findings adopted by the City Manager to the City Council within ten (10) days of the date such findings are adopted, by providing notice of such appeal to the City Clerk by overnight courier or personal delivery. Upon referral or appeal, the City Council’s review of the matter shall be de novo and the Council may consider evidence that was not presented to the City Manager. (c) City shall use reasonable efforts to ensure that findings by the City Manager and, if applicable, the City Council, are adopted by December 31, 2024. If such findings are not adopted by December 31. 2024, then the term of this Agreement is extended until the date such findings are adopted.
(d) If the City determines that adequate progress has been made towards the Master Plan, then the termination date of the Agreement shall be extended to December 31, 2025, without the need for further action by City or Developer.

Ordinance No.

Page of 6

8. Except as expressly modified by this Fifth Amendment, the City and Developer hereby ratify and confirm the terms and conditions of the Agreement which are fully incorporated herein by reference and shall continue in full force and effect.

9. This Fifth Amendment shall be effective as of the date the Agreement otherwise would have terminated and shall remain in effect until terminated on December 31, 2024, or December 31, 2025, pursuant to paragraph 7 above. This Fifth Amendment may be executed in multiple counterparts, all of which taken together shall constitute one and the same instrument. This Fifth Amendment shall be duly recorded in the Official Records of Alameda County.

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment on the date affixed by their signature.
"City"
CITY OF PLEASANTON, a Municipal
corporation of the State of California

By: _____________________________
Gerry Beaudin
City Manager

Dated Executed: __________________

Attest:

________________________________
Jocelyn Kwong
City Clerk

Approved as to Form:

________________________________
Daniel G. Sodergren
City Attorney
“Developer"
STONERIDGE PROPERTIES LLC, a Delaware
limited liability company, doing business in
California as STONERIDGE ASSOCIATES, LLC
By: SIMON-MILLS II, L.L.C., a
Delaware limited liability company, its
Managing Member

By: _____________________________

Title: ____________________________
Date Executed:____________________

Attachment 2

f
y or qC9
2018182964 09/ 19/2018 03: 11 PM
or_ OFFICIAL RECORDS OF ALAMEDA COUNTY

STEVE MANNING
it IFUN \" RECORDING FEE: 0. 00
RECORDING REQUESTED BY:
1111111111111111111111II
5 PGS

CITY OF PLEASANTON
When Recorded, Return to: I `
Office of the City Clerk
City of Pleasanton
P. O. Box 520
Pleasanton, CA 94566
2- 61" I$''- q0 4
Recording requested Pursuant to
Government Code Sections
27383& 6103— No Fee

THIRD AMENDMENT TO DEVELOPMENT AGREEMENT
THIS THIRD AMENDMENT TO DEVELOPMENT AGREEMENT ( the
Amendment") is made and entered into as of A L
ug r 2- 1 , 2018, by and between the
CITY OF PLEASANTON, a municipal corporation of the State of California (" City"), and STONERIDGE PROPERTIES LLC, a Delaware limited liability company, doing business in California as STONERIDGE ASSOCIATES, LLC, successor in interest to SECURITY TRUST COMPANY, as TRUSTEE under TRUST NO. 1860- 0 (" Developer"), pursuant to the authority of California Government Code Sections 65864- 65869.5.

RECITALS:

A. The City and Developer are parties to a Development Agreement ( the Agreement") dated as of November 5, 1992, as approved by the City Council under Ordinance No. 1578. The Agreement was recorded on April 2, 1993 as Instrument No. 93103418 in the Official Records of Alameda County. ( Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement; all references to the Agreement shall refer to the same as modified by this Amendment.) B. The parties entered into the First Amendment to Development Agreement the " First Amendment"), dated as of January 6, 1998, as approved by the City Council by its Ordinance No. 1732. The First Amendment to Development Agreement was recorded on February 5, 1998 as Instrument No. 98048535 in the Official Records of Alameda County.

C. The parties entered into the Second Amendment to Development Agreement ( the " Second Amendment"), datedasof June 13, 2013, as approvedby the City Council by its Ordinance No. 2073. The Second Amendment to Development Agreement was recorded on September 5, 2013 as Instrument No. 2013299219 in the Official Records of Alameda County.

D. The City and Developer desire to extend the term of the Agreement, First Amendment, and Second Amendment thereto. In order to strengthen the public planning process, encourageprivate participation in comprehensiveplanning, secure the orderly development of the Project and provide greater opportunities for traffic management and 1

cohesive, attractive site design and improvements and related economic benefits to the City, the City has determined that this Third Amendment is an appropriate supplement to the Agreement and First and Second Amendments thereto.

E. For the original Development Agreement, the City adopted a mitigated negative declaration. The remaining 362,790 square foot expansion of the Project as permitted by the Agreement, First Amendment, Second Amendment, and this Amendment, was covered by that original mitigated negative declaration, as well as considered as part of the EIR for the Pleasanton 2005- 2025 General Plan certified in July 2009, and the SEIR for the Housing Element Update and Climate Action Plan General Plan Amendments certified in January 2012.

F. On November 8, 2017, after conducting a duly noticed public hearing, the City Planning Commission recommended that the City Council approve this Third Amendment, based on the following findings and determinations: that this Third Amendment is consistent with the objectives, policies, general land uses and programs specified in the City' s General Plan; is compatible with the uses authorized in and the regulations prescribed for the land use district ( C- R ( Regional Commercial)) in which the Property is located; is in conformity with public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City; will not adversely affect the orderly development of property or the preservation of property values within the City; and will promote and encouragethe developmentof the Project by providing a greater degreeof certainty with respect thereto.

Thereafter, on December 19, 2017, the City Council held a duly noticed public hearing on this Third Amendment and made the same findings and determinationsasthe Planning Commission. On that samedate, the City Council made a decision to approve this Third Amendment by introducing Ordinance No. 2173. On August 21, 2018, the City Council adopted Ordinance No. 2173.

NOW, THEREFORE, pursuant to the authority contained in California Government Code Sections 65864- 65869. 5, and in consideration of the mutual covenants and promises of the parties herein contained, the parties agree as follows:

1. Section 2.2 is hereby amended and restated as follows:

2. 2 Term. The term of this Agreement and Developer' s rights and obligations hereunder shall terminate on December 31, 2022.

2. Except as expressly modified by this Third Amendment, the City and Developer hereby ratify and confirm the terms and conditions of the Agreement and First and Second Amendment, which are fully incorporated herein by reference and shall continue in full force and effect.

3. This Third Amendment may be executed in multiple counterparts, all of which taken together shall constitute one and the same instrument. This 2

Third Amendment shall be duly recorded in the Official Records of Alameda County.

IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the day and year first above written.

City"
CITY OF PLEASANTON, a
Municipal corporation of the
Attest: State of California
Ab. l. i[. 4 By:
en Iaz, City Cler Nelson Fialho
City Manager
Approved as to Form:
ni
By: AO
Daniel Sodergren
City Attorney
Developer"
STONERIDGE PROPERTIES LLC, a
Delaware limited liability company, doing
business in California as STONERIDGE

ASSOCIATES, LLC
By: SIMON- MILLS II, L. L. C., a Delaware
limited liability company, its Managing
Memb-
John Rulli
Title: Padi d.enr - MS - Ct, f A M(NlJrrkirIK
attach notary acknowledgment)
3

STATE OF INDIANA
SS:

COUNTY OF MARION )
Before me, a Notary Public in and for said County and State, personally appearedJohn Rulli, by me known, who, being first duly sworn, hasexecutedthe foregoing Third Amendment to Development Agreement ashis voluntary act and deed.

Jo
WITNESS my hand and Notarial Seal this ( day of 2 , 2018. 72u1c0
Notary Public
ocuL. sou Michelle Y. Watkins
MICHELLE Y. WATKINS
C NOTARY PUBLIC. INDIANA Johnson County/ Expires 1/11/2025 t67,
Ay Cann i, 2025

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT Civil Code § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California)
County of Alameda)
On September 14, 2018 before me, Karen D. Gonzales, Notary Public, personally appeared Nelson Fialho, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTYOF PERJURYunder the laws of the State of California that the foregoing paragraph is true and correct.

KAREN D. GONZALES WITNESS my hand and official seal.

COMM.# 2183512
t

NOTARY PUBLIC CALIFORNIA
1 ALAMEDA COUNTY
Comm. Ex . MARCH 15, 2021
C-pt-
7j2A1Laj
SignatSignatureof Notary P
Place Notary Seal Above

3o/ Ap
67S (1_04
eg 4 SC Pe
71;
c3
ccuit- Q-/-
44- (
A-
1 MECEOVE
NM 3 200
cz,
a0 0 ' vu n c' WY CLERKOFFaCE
August 15, 2016 / Ye- c'
VIA FEDERAL EXPRESS g Sly- 1
City of Pleasanton
S, r-
c; v
P o Box 520 M
al-
Q DcGUPleasanton, CA 94566 .
t y lit// 3
Re: That certain Deed of Trust, Security Agreement and Fixture Filing dated as of August 15, Secuel 2016 (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the" Security Instrument") from Stoneridge Properties LLC, a Delaware limited liability company (" Borrower") to Kelley H. Butler, Esq., as trustee, for the benefitOp , of The Prudential Insurance Company of America and New York Life Insurance Company, and their respective successors and assigns ( collectively, " Lender"), recorded August 17, 4- 2016 as Instrument No. 2016207094, Official Records ( defined below), which Security Instrument secures, among other things, the obligations of Borrower under those certain ( Lilt Promissory Notes dated as of August 15, 2016, made by Borrower to the order of Lender in the aggregate original principal amount of $ 330, 000, 000. 00 ( as the same may be amended, O. restated, replaced, supplemented or otherwise modified from time to time, the " Notes") and that certain Loan Agreement dated as of August 15, 2016, by and between Borrower and Yi Lender ( as the same may be amended, restated, replaced, supplemented or otherwise ' V modified from time to time, the" Loan Agreement") t 55-- Ladies and Gentlemen c63)
Reference is made to that certain Development Agreement dated as of November 5, 1992, and recorded in the Office of the Recorder of Alameda County, California ( the " Official Records") on Apnl 2, 1993, as Recording No 93- 103418, as affected First Amendment to Development Agreement dated January 6, 1998 and recorded in the Official Records on February 5, 1998 as Instrument No 98048535, and as further affected by that certain Second Amendment to Development Agreement dated as of June 18, 2013 and recorded in the Official Records on September 5, 2013, as Instrument No 2013299219 ( the foregoing instruments, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the " Development Agreement") Capitalized terms used herein without definition shall have the respective meanings given thereto in the Development Agreement As of the date hereof Borrower is the owner of the property located at One Stonendge Mall Road, 1008 Stoneridge Mall Road and 2521 Stoneridge Mall Road, Pleasanton, Alameda County, California the " Property") Lender is the current holder of a first prionty loan or loans made to Borrower, evidenced by the Notes and the Loan Agreement and secured by, among other things, the Security Instrument on the Property and is thus a " holder of a beneficial interest under a Mortgage" and a Mortgagee" as such terms are used in the Development Agreement Accordingly, this notice is being delivered to the City of Pleasanton ( the " City") by Lender pursuant to the terms of Section 14 3 of the Development Agreement to advise the City that Lender is entitled to the rights granted to a "holder of a beneficial interest under a Mortgage" and a " Mortgagee" under the Development Agreement Without limiting the foregoing, Lender hereby specifically requests, pursuant to the terms of said Section 143, Loan No PRU 706! 101 63/ NYL 374- 0753
Stonendge Mall
Notice Letter to the City of Pleasanton, CA
28163403v 2/ 028227- 001530

City of Pleasanton

that Lenderreceivewritten notification from theCity, concurrentlywith servicethereonuponBorrower as " Developer" under the Development Agreement, of any notice of default or other determination of noncompliance under the Development Agreement
Please be advised that Lender' s notice address for all communications under or in connection with the Development Agreement is
If to Lender With a copy of notices sent to Lender to

THE PRUDENTIAL INSURANCE COMPANY THE PRUDENTIAL INSURANCE COMPANY

OF AMERICA OF AMERICA
c/ o Prudential Asset Resources, Inc do Prudential Asset Resources, Inc 2100 Ross Avenue, Suite 2500 2100 Ross Avenue, Suite 2500 Dallas, Texas 75201 Dallas, Texas 75201
Attention Asset Management Department Attention Legal Department Reference Loan No 706110163 Reference Loan No 706110163 and and

NEW YORK LIFE INSURANCE COMPANY NEW YORK LIFE INSURANCE COMPANY do New York Life Real Estate Investors 51 Madison Avenue 51 Madison Avenue New York, New York 10010- 1603
New York, New York 10010- 1603 Attention Office of the General Counsel Attention New York Life Real Investors Vice President— Real Estate Senior Director— Loan Administration Section
Division Loan No 374- 0753
Loan No 374- 0753
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
SIGNATURES ON FOLLOWING PAGE]
2 Loan No PRU 706110163/ NYL 374- 0753
Stoneridge Mall
Notice Letter to City of Pleasanton, CA
28163403v 2/ 028227- 001530
it

SIGNATURE PAGE TO NOTICE OF MORTGAGEE STATUS
UNDER DEVELOPMENT AGREEMENT]
Sincerely,

THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA, a w
Jerseyorpsanon
By It
As
Name gristme lHaskins
Title Vice President
CORPORATE SEAL]
Loan No PRU 7061101631NYL 374- 0753
Stonendge Mall
Notice Letter to the City of Pleasanton, CA
28163403v 2/ 028227- 001530

0 SIGNATURE PAGE TO NOTICE OF MORTGAGEE STATUS
UNDER DEVELOPMENT AGREEMENT]

NEW YORK LIFE
NEW YORK LIFE INSURANCE COMPANY, a
New York mutualinsurance company
By Ia- 1 ` D LtiQ
Name Daniel Duggan
Title Assistant SPctetary
CORPORATE SEAL]
Loan No PRU 706110163/ NYL 374- 0753
Stonendge Mall
Notice Letter to the City of Pleasanton,CA
28163403v 2/ 028227- 001530

4( 4( y
g ,+
f " I 2013299219 09/05/ 2013 10:24 AM
uW/a •

OFFICIAL RECORDS OF ALAMEDA COUNTY

PATRICK O' CONNELL

CI( JFO
t
RECORDING FEE: 0. 00
RECORDING REQUESTED BY:

CITY OF PLEASANTON

IIIIIIIIIIIIIIIIIIIIIIII
4 PGs
When Recorded, Return to:

Office of the City Clerk
4City of Pleasanton
P. O. Box 520
Pleasanton, CA 94566
Recording requested Pursuant to
Government Code Sections
27383& 6103- No Fee

SECOND AMENDMENT TO DEVELOPMENT AGREEMENT
THIS SECOND AMENDMENT TO DEVELOPMENT AGREEMENT ( the
Amendment") is made and entered into as of June 18, 2013, by and between the CITY OF PLEASANTON, a municipal corporation of the State of California (" City"), and STONERIDGE PROPERTIES LLC, a Delaware limited liability company, doing business in California as STONERIDGE ASSOCIATES, LLC, successor in interest to SECURITY TRUST COMPANY, as TRUSTEE under TRUST NO. 1860- 0 (" Developer"), pursuant to the authority of California Government Code Sections65864-65869.5.

RECITALS:

A. The City and Developer are parties to a Development Agreement ( the Agreement") dated as of November 5, 1992, as approved by the City Council under Ordinance No. 1578. The Agreement was recorded on April 2, 1993 as Instrument No. 93103418 in the Official Records of Alameda County. ( Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement; all references to the Agreement shall refer to the same as modified by this Amendment.) B. The parties entered into the First Amendment to Development Agreement the "First Amendment"), dated as of January 6, 1998, as approved by the City Council by its Ordinance No. 1732. The First Amendment to Development Agreement was recorded on February 5, 1998 as Instrument No. 98048535 in the Official Records of Alameda County.

C. The City and Developer desire to extend the term of the Agreement and First Amendment thereto. In order to strengthen the public planning process, encourage private participation in comprehensive planning, secure the orderly development of the Project and provide greater opportunities for traffic management and cohesive, attractive site design and improvements and related economic benefits to the City, the City has determined that this Second Amendment is an appropriate supplement to the Agreement and First Amendment thereto.

D. For the original Development Agreement, the City adopted a mitigated negative declaration. The remaining 362,790 square foot expansion of the Project as permittedby the Agreement, First Amendment, andthis Amendment, was coveredby that original mitigated negative declaration, as well as considered as part of the EIR for the Pleasanton2005-2025 General Plan certified in July 2009, and the SEIR for the Housing Element Update and Climate Action Plan General Plan Amendments certified in January 2012.

E. On May 8, 2013, after conductingaduly noticedpublic hearing, the City PlanningCommissionrecommendedthattheCity Councilapprovethis SecondAmendment, based on the following findings and determinations: that this Second Amendment is consistent with the objectives, policies, general land uses and programs specified in the City' sGeneralPlan; is compatiblewith the usesauthorizedin andtheregulationsprescribed for the land use district ( C-R (Regional Commercial)) in which the Property is located; is in conformity with public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City; will not adversely affect the orderly development of property or the preservation of property values within the City; and will promote and encourage the development of the Project by providing a greaterdegreeof certainty with respectthereto.

Thereafter, on June 4, 2013, the City Council held a duly noticed public hearing on this Second Amendment and made the same findings and determinations as the PlanningCommission. On that samedate, the City Councilmadea decision to approve this Second Amendment by introducing Ordinance No. 2073. On June 18, 2013, the City Council adoptedOrdinance No. 2073.

NOW, THEREFORE, pursuant to the authority contained in California Government Code Sections 65864- 65869. 5, and in consideration of the mutual covenants and promises of the parties herein contained, the parties agree as follows:

1. Section 2.2 is hereby amendedandrestated asfollows:

2. 2 Term. The term of this Agreement and Developer' s rights and obligations hereunder shall terminate on December 31, 2017.

2. Except as expressly modified by this SecondAmendment, the City and Developer hereby ratify and confirm the terms and conditions of the Agreement and First Amendment, which are fully incorporated herein by reference and shall continue in full force and effect.

3. This Second Amendment may be executed in multiple counterparts, all of which taken together shall constitute one and the same instrument. This Second Amendment shall be duly recorded in the Official Records of Alameda County.

IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the day and year first above written.

City"
CITY OF PLEASANTON, a
Municipal corporation of the
Attest: State of California
i
a en Diaz, Ci lerl Nelson Fial
City Mana_ er
Approved as to Form:

By: a cc
fir. owell -
City Attorney
Developer"
STONERIDGE PROPERTIES LLC, a
Delaware limited liability company, doing
business in California as STONERIDGE

ASSOCIATES, LLC
By: MILLS SUPER- REGIONAL MALLS
GP, L. L. C., a Delaware limited liability
company, its Managing Member
C,
By: ,
Davjct J. Cont.H i / —

STATE OF INDIANA
Title: Sen: er & xecuktt ccv Presidewf-

COUNTYOFMARION
presides 1- violin Mat( S
Before me, the undersigned, a Notary
Public in and for Marion County, State of Indiana,
personallyappeared4a it' d T e0,07-; S
and acknowledged the execution of the foregoing
instrument this 2J, y.J day of JuL , 2013.

Printed:

My commission

CARLA J
Notary Public, Indiana
County of reside 1r.c. ty
Marion Page 3

1.,r
My Commis
May1jinniv—.

CALIFORNIA ALL- PURPOSE ACKNOWLEDGMENT

STATE OF CALIFORNIA

COUNTY OF ALAMEDA
On August 14, 2013 , before me, KAREN D. GONZALES , Notary Public, personally appeared NELSON FIALHO who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTYOFPERJURYunder the lawsof the Stateof Californiathat the foregoing paragraph is true and correct.

WITNESS my hand and official seal. KAREN O. GONZALES
r, Cammisslgn• 2012158
r Men hike• CWIOrela
a- Kea CommAMEaracMar 15, 17Sign at • /' e S l)

ILLEGIBLE NOTARY SEAL DECLARATION
Government Code 27361. 7)
I declare under penalty of perjury that the notary seal above on this document reads asfollows:

NAME OF NOTARY PUBLIC KAREN D. GONZALES
COMMISSION NUMBER: 2012158
NOTARY PUBLIC STATE: CALIFORNIA
NOTARY PUBLIC COUNTY: ALAMEDA
MY COMMISSION EXPIRES: MA * CH 15, 201
SIGNATURE OF DECLARANT: Alt A _ A . lli
PRINT NAME OF DECLARAN Karen D. Gonzales
CITY & STATE OF EXECUTION: Pleasanton, California
DATE SIGNED: August 14, 2013

This document is recorded for the
benefit of the city of Pleasanton
and is entitled to be recorded
free of charge in accordance with
Sections 6103 and 27383 of the
Government Code. When recorded,
mail to:

Recordecl in O.~ cial R_ rds of AI_ Co.

Pat. r, ck 0 ' MIl. CI. rk-RltCoraer
IIIIIIIIIIIIIUINoFee
980485353.20pm02/05/98
5 28. 53159 28 . 6
A15 22 7.'. 63..' .... .... 0. 08 8. 8e 8. 0e
City of Pleasant on
123 Main Street
Pleasanton, CA 94566- 0802
Attn: city Attorney
JJ
A""'~ CH,"~AIT ~

FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ( the
Amendment") is made and entered into as of January 6, 1998, by and between the CITY OF PLEASANTON, a municipal corporation of the State of california (" City"), and SEcmu: TY TRUST COMPANY, as TRUSTEE under TRUST NO. 1860- 0 (" Developer"), pursuant to the authority of California Government Code Sections 65864- 65869. 5.

RECITALS:

A. The City and Developer are parties to a Development
Agreement ( the " Agreement") dated as of November 5, 1992, as approved by the City Council under Ordinance No. 1578. The Agreement was recorded on April 2, 1993 under Instrument No. 93103418 in the Official Records of Alameda county.

Capitalized terms not otherwise defined in this Amendment shall have the meanings given to them in the Agreement; all references to the Agreement shall refer to the same as modified by this Amendment.) .

B. The City and Developer desire to amend the Agreement with regard to the funding and reimbursement mechanism applicable to required Traffic Mitigation Improvements. In addition, the parties have agreed to extend the term of the Agreement and to modify the scope of the Project ( i. e., future expansion of Stoneridge Regional Shopping Center) as defined therein. In order to strengthen the public planning process, encourage private participation in comprehensive planning, secure the orderly development of the Project and provide greater
opportunities for traffic management and cohesive, attractive site design and improvements and related economic benefits to the O:\ USERS\ REALEST\ RG\ 10179\ 0001\DOC~EY6. AGR
01' 05/98 at 3. 3eloI

q130ti853~
City, the City has determined that this Amendment is an appropriate supplement to the Agreement.

C. The City has examined the environmental effects of the Project as modified and, based on the Initial Environmental Study and the Traffic Mitigation Improvements, has determined that the Project will have no significant adverse. effect on the environment, on the basis of which a negative declaration was adopted by the City Council.

D. On July 23, 1997, after conducting a duly noticed
public hearing, the City Planning Commission recommended that the City Council approve this Amendment, based on the following findings and determinations: that this Amendment is consistent with the objectives, policies, general land uses and programs specified in the City' s General Plan; is compatible with the uses authorized in and the regulations prescribed for the land use district ( C- R ( Regional Commercial)) in which the Property is located; is in conformity with public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City; will not adversely affect the orderly development of property or the preservation of property values within the City; and will promote and encourage the development of the Project by providing a greater degree of certainty with respect thereto.

E. Thereafter, on December 9, 1997, the City Council held a duly noticed public hearing on this Amendment and made the same findings and determinations as the Planning Commission. On that same date, the City Council made a decision to approve this Amendment by introducing Ordinance No. 1732. On January 6, 1998, the City Council adopted Ordinance No. 1732.

NOW, THEREFORE, pursuant to the authority contained in
California Government Code Sections 65864- 65869. 5, and in consideration of the mutual covenants and promises of the parties herein contained, the parties agree as follows:

1. Revised DescriDtion of Pro; ect and ProDertv.
a) The description of the Project is hereby
amended and restated in the form of revised Exhibit C attached hereto. As so revised, the Project shall constitute additional future Floor Area in the Shopping Center of up to 380, 000 square feet and related improvements.
b) The Property is presently defined in the
Agreement to be that portion of the Shopping Center, consisting of approximately 35 acres, owned by Developer. As redefined, the Project now extends to development within the entire Shopping Center, consisting of approximately of 75 acres. At such time as, pursuant to the Agreement, further development occurs within the Shopping Center on portiones) thereof not owned by Developer, the parties hereto shall supplement this Amendment ( by way of 2-

30 It 3 535
modification to Exhibits A and B to the Agreement) to include within the definition of the " Property" that portion of the Shopping Center being so developed. Such modification shall be by way of implementation of the terms and conditions of this Amendment and may be completed by city staff without further public hearings.

2. Section 2. 2 is hereby amended and restated as
follows:

2. 2 ~. The term of this Agreement and Developer' s
rights and obligations hereunder shall terminate on December 31, 2012.

3. Traffic Mitiaation Imorovements. Sections 3. 2( a)
and 3. 2( b) of the Agreement are hereby amended and restated to read as follows ( with Sections 3. 2( C) through ( e) being redesignated as Sections 3. 2( i) through ( k), respectively):

3. 2 Conditions.
a) Traffic Mitiaation ImDrovements: Estimated Costs.

In consideration of the City' s entering into this Agreement, Developer agrees to contribute to the cost of those public improvements ( the " Traffic Mitigation Improvements") set out in Exhibit D attached hereto. The City has identified these Traffic Mitigation Improvements as necessary to maintain adequate levels of service for traffic circulation in and around the Stoneridge Shopping Center area of North
Pleasanton as development occurs on certain properties which currently are undeveloped or on other properties which are developed but may be redeveloped or the uses thereon
expanded or intensified. The City shall complete the
Traffic Mitigation Improvements from time to time as and when the same shall be required, as a consequence of
additional development in the stoneridge Shopping Center area, in order to avoid a deterioration of the level of traffic services ( LOS) at any intersection identified on Exhibit D below LOS " 0". As shown on Exhibit D, the
estimated costs of constructing the Traffic Mitigation
Improvements (" Estimated Traffic Mitigation Improvements Costs"), based on present construction costs, is $ l, 080, 000. certain funding sources (" Existing Funding Sources") exist, a list of which is set forth in Exhibit E attached. All funds from time to time held by the City from the Existing Funding Sources ( or hereafter from a contributing Project, as defined below) are to be applied to the Traffic
Mitigation Improvements Costs next incurred by the city.

The City, and not Developer, shall be responsible for
collecting from the Existing Funding Sources ( and hereafter from Contributing Projects, as aforesaid) all funds referred to in this Section 3. 2. After deducting the Existing
Funding Sources from the Estimated Traffic Mitigation
Improvements Costs, the remaining Traffic Mitigation
3-

S) 43535
Improvements Costs (" Net Estimated Traffic Mitigation
Improvements Costs") is $ 954, 750, as shown on Exhibit F. b) Developer' S Share of Net Estimated Traffic
Mitiaation ImDrovement Costs. A list of the currently
identified projects that will contribute (" Contributing Projects") to the Traffic Mitigation Improvements Costs is shown on Exhibit F. ( Said list has been compiled by the City based upon development projects as to which development agreements, applications or other submittals to the City or similar evidence of expected development existed as of
October l, 1997; said list of contributing Projects shall be revised from time to time by the City as development
expectations change.) Based upon the foregoing and subject to adjustment as hereinbelow provided, Developer' S share of the Net Estimated Traffic Mitigation Improvements Costs calculated as a percentage) shall be fifty and one- half percent ( 50. 5%) (" Developer' s Percentage Share").

Developer' S share of the Net Estimated Traffic Mitigation Improvements Costs ( in terms of present dollars) is,
accordingly, $ 482, 149 (" Developer' s Estimated Required Payment"). Developer' S Percentage Share and Developer' s Esticated Required Payment shall be adjusted as specifically provided in this section 3. 2.
c) DeveloDer' s Pavments.
i) Pavment of Net Estimated Traffic Mitiaation
ImDrovements Costs. Subject to Developer' s
responsibility for increased costs ( pursuant to
subparagraph ( g) below) and the City' s responsibility for reimbursement to Developer ( pursuant to
subparagraph ( e) below), Developer ( or its successor, including a major department store within the Shopping
Center [" successor"]) shall pay to the City either the Net Estimated Traffic Mitigation Improvements Costs or, if the actual costs of particular Traffic Mitigation
Improvements have been determined by bid, the Net
Actual Traffic Mitigation Improvements Costs, for the
Traffic Mitigation improvements, when ( 1) Developer ( or its successor) obtains a building permit for any
portion of the Project as identified on Exhibit F, ~
2) the City Engineer reasonably determines that the
LOS at any intersection identified on Exhibit D will be below LOS liD" following completion of the improvements covered by such building permit. If the circumstance
referred to in clause ( 2) will not exist following the completion of such improvements ( i. e., no Traffic
Mitigation Improvements must be completed at the time
of such development), then Developer ( or its successor) shall pay to the City Developer' s Estimated Required
Payment ( or allocable portion thereof, as referred to
below) at such time as either ( A) the city is obligated to pay Reimbursement Fees to a Contributing project as
provided in subparagraph ( e) below, or ( B) the city
4-

8Dl, 353'J
thereafter incurs costs in connection with the
completion of any Traffic Mitigation Improvements; such payment may be made in installments, as necessary, in
order to satisfy the foregoing, and any such accrued
payment obligation shall continue as an obligation of
Developer ( or its successor) to the extent the same
remains unpaid at the termination of this Agreement.

Notwithstanding the foregoing, Developer ( or its
successors) may elect not to defer payment of
Developer' s Estimated Required Payment as referred in
the preceding sentence, but rather may pay same to the
city upon issuance of the aforesaid building permit.)
The foregoing reference to " allocable portion" shall be understood to refer to that circumstance where
Developer ( or its successor) completes only a portion
of the project as referred to on Exhibit F; by way of
example, if Developer ( or its successor) were to
construct an additional 100, 000 sq. ft. of Floor Area
within the Shopping center, then Developer' s allocable portion of its Estimated Required Payment would be

17. 9% ( 100, 000 sq. ft. divided by the total Project
size of 558, 000 sq. ft. as shown on Exhibit F) of the
total Estimated Required Payment for Developer (~.,

0. 179 x $ 482, 149 = approximately $ 86, 305).
ii) Increase in Net Estimated Traffic Mitiaation
ImDrovements Costs. Any portion of the Net Estimated
Traffic Mitigation Improvements Costs not paid to the
City by Developer by January 1, 1999 shall increase by
an interest factor equal to the Prime Rate from such
date to the date of payment. The term " Prime Rate"
shall mean the rate of interest which Wells Fargo Bank, N. A. (" WFB") announces publicly at its main office in San Francisco, California, as its " prime rate" for
unsecured commercial loans. If WFB no longer announces
a prime rate, the term " Prime Rate" shall mean the
reference rate", " base rate" or other comparable rate
which WFB announces in lieu of the prime rate. Changes
in the Prime Rate shall be effective as of the date
announced by WFB.
d) Liabilitv of contributina Pro; ects. In addition
to Developer' S property, other properties will benefit from he Traffic Mitigation Improvements. The boundaries of such benefitted properties are depicted on Exhibit G attached hereto. As of October 1, 1997, the City has identified five Contributing Projects" which will benefit from completion of the Traffic Mitigation Improvements, as shown on
Exhibit F. The City has assigned each Contributing Project including Developer' s) a percentage share of the
responsibility for participating in the costs to complete the Traffic Mitigation Improvements. That percentage share of the Traffic Mitigation Improvements Costs of each of the currently identified Contributing Projects and their
required payments are also shown on Exhibit F. Each
5-

l 0 U It lj ~ J ;:)
Contributing Project' s share is based upon its estimated peak hour trips as a percentage of the total peak hour trips contributed by all such contributing Projects. Over time, the number of contributing projects is expected to change as properties develop, redevelop or as existing uses expand, intensify or consolidate. As that occurs, the City shall revise the list of Contributing Projects and the relative percentages among the Projects so that each Project that has not already paid its entire share shall then be responsible to pay its share of the Traffic Mitigation Improvements Costs based on its estimated peak hour trips as a percentage of the total peak hour trips contributed by all identified Contributing Projects. Each Contributing Project' s
contribution shall be based on its percentage share of the Traffic Mitigation Improvements Costs. ( To the extent any Contributing Project has paid its entire share of the
Traffic Mitigation Improvements Costs when it obtained a building permit or permits, such Project shall not be
responsible for any additional contribution should the
Project' s percentage thereafter increase; similarly, should such Project' s percentage decrease, such Contributing
Project shall not be entitled to a refund.) Any portion of the Net Estimated/ Actual Traffic Mitigation Improvements Costs not paid by the owners of the Contributing Projects by January 1, 1999 shall increase by an interest factor equal to the Prime Rate. The interest factor shall be applied from such date to the date of payment. The owner of each contributing Project shall also be responsible for its
percentage share ( as stated in Exhibit F, as the same may be revised) of the Excess Traffic Mitigation Improvements Costs as defined below). To the extent that any BART facilities are developed within the area shown on Exhibit G, the City shall likewise diligently pursue all available means to require that BART bear its fair share of Net Estimated/ Actual Traffic Mitigation Improvements Costs on the same basis as any other Contributing Project.
el Reimbursement From contributina Pro; ects. If
Developer has paid to the City any portion of the Net
Estimated/ Actual Traffic Mitigation Improvements Costs ( or Excess Traffic Mitigation Improvements Costs) attributable to another Contributing Project ( i. e., Developer has paid an amount in excess of Developer' S Estimated Required Payment, or allocable share thereof, as earlier discussed, in the event that a portion only of Developer' S Project has been developed), then Developer shall be entitled to
reimbursement of the full amount of such excess, plus an interest accrual thereon at the Prime Rate from the date paid until reimbursed hereunder ( the " Reimbursement Fee").

The City shall require payment by each Contributing Project, as a condition of the next approval requested by the
Contributing Project, of such Project' s percentage share of the Net Estimated/ Actual Traffic Mitigation Improvements Costs on the same basis that Developer is obligated to make payments for same in accordance with subparagraph ( c) above. 6-

804353~
The City shall collect such amounts in conjunction with each building permit requested by a Contributing Project. The City shall use its best efforts to prevent contributing projects from receiving any city approvals without the
condition that they make such payments and shall not issue permits, licenses or consents for development of the
contributing Projects without such payments being made ( or committed to, as applicable). If, for any reason, the City grants an approval to a contributing Project but voluntarily elects not to collect or impose such payment in respect of the Net Actual/ Estimated Traffic Mitigation Improvements costs, then the City shall, for all purposes, be deemed to have collected the required payment from the Contributing Project and shall, accordingly, be obligated to advance from the City' s general funds the full amount thereof for the purpose of paying such Traffic Mitigation Improvements Costs and/ or making a payment of Reimbursement Fees to Developer hereunder, as applicable. To the extent that Reimbursement Fees are owed to Developer ( or any other Contributing
Project which may have advanced more than its applicable percentage share of Traffic Mitigation Improvements Costs), then the City shall be obligated to pay such Reimbursement Fees owed, subject to the following: ( i) payments collected from each contributing Project shall first be applied in payment of Actual Traffic Mitigation Improvements Costs then payable in order to maintain LOS liD" at the required
intersections as stated above; and ( ii) any remaining funds collected shall be applied in payment of Reimbursement Fees, with such payments to be allocated amonq Developer and other contributing Projects owed Reimbursement Fees in proportion to the amount of such Reimbursement Fees owed to each such person. Notwithstanding any termination of this Agreement, the City shall continue to pay to Developer Reimbursement Fees which may be owed to Developer from payments later collected by the City from other contributing Projects, until Developer' s Reimbursement Fees have been fully repaid. f) This subparagraph sets forth several examples of
the manner in which Reimbursement Fees would accrue and, ultimately, be paid hereunder. The addition of the Sears department store shall trigger the need to widen canyon Way in the form of the Traffic Mitigation Improvement listed as Item A- Ion Exhibit D. Assuming that the Actual Traffic Mitigation Improvement Costs therefor are $ 500, 000, then Developer ( and/ or Sears, as its successor) would be required to pay to the City $ 374, 750 (~, the Actual Traffic
Mitigation Improvement Costs less the Existing Funding
Sources totalling $ l25, 250). Said payment would generate a Reimbursement Fee to Developer in the amount of $ 220, 450 calculated as follows:
i) l78, OOO sq. ft. ( Sears store) divided by
558, 000 sq. ft. ( total project) yields an allocable
share of the total Project of approximately 32%;
7-

J40~~~
ii)
Payment is
and
32% of Developer' s Estimated Required
approximately $ 154, 300 ( 0. 32 X $ 482, 149);
iii) the difference between $ 374, 750 and
154, 300 is $ 220, 450, which constitutes the amount paid in excess of such allocable share.

Assume that ( 1) the next contributing Project is
required to fund an additional Traffic Mitigation
Improvement, the actual cost of which is $ 325, 000, and ( 2) such contributing Project' s total Estimated Required Payment is $ 250, 000. A Reimbursement Fee would then be payable to such Contributing Project in the amount of $ 75, 000 ( namely, the difference between $ 325, 000 and $ 250, 000). Assume further that an additional contributing Project is
constructed at a time when no additional Traffic Mitigation Improvement must be constructed, and that such Contributing Project pays to the City, at issuance of the building permit therefor, its Estimated Required Payment of $ lOO, OOO
including the accrual factor, to the extent applicable, referred to in subparagraph ( c)( ii) above). Said $ 100, 000 would be paid by the City, by way of partial pro rata
repayment of Reimbursement Fees, to Developer ($ 74, 600) and to the second Contributing Project in the example ($ 25, 400), which payments reflect a proportional allocation between Developer ( owed a Reimbursement Fee of $ 220, 450) and the second contributing Project ( owed a Reimbursement Fee of 75, 000).

As provided in subparagraph ( e) above, an accrual
factor ( at the Prime Rate) shall be added to unpaid
Reimbursement Fees. By way of illustration utilizing the foregoing example, assume that the $ 100, 000 is paid by the city to Developer and the second contributing Project two years and one year, respectively, after each had advanced funds to pay for the particular Traffic Mitigation
Improvement required at the time their respective building permits were issued; assume further that the Prime Rate was 8% per annum during the two- year period referred to, and that such two- year period commenced after January l, 1999.

The total Reimbursement Fee due Developer would be the sum of $ 220, 450 plus approximately $ 35, 270 ( namely, two years' accrual at 8% on $ 220, 450), or a total of $ 255, 720.

Similarly, the total Reimbursement Fee due the second
Contributing Project would be $ 75, 000 plus $ 6, 000 ( one year' s accrual at 8% on $ 75, 000), or a total of $ 81, 000.

Using the foregoing figures, the $ 100, 000 would be allocated 75, 900 to Developer and $ 24, 100 to the second contributing Project, in proportion to the total Reimbursement Fees
including the accrual) owed to each at the date of
reimbursement by the city.
g) DeveloDer' s ResDonsibilitv For Increased Costs.

The current Estimated Traffic Mitigation Improvements Costs 8-

0 u ~;. V .. J "" otJ
may be inaccurate for many reasons, or the Traffic
Mitigation Improvements Costs may increase after the date of this Agreement at a rate other than the Prime Rate.

Developer shall be responsible for Developer' s Percentage Share of the costs of the Traffic Mitigation Improvements identified in Exhibit D in excess of $ 954, 750 (" Excess Traffic Mitigation Improvements Costs"), subject to the following limitations:
i) DevelClDer' s Maximum Liabilitv. Developer' s
maximum liability for Excess Traffic Mitigation
Improvements Costs shall be ten percent ( 10%) of
Developer' s Estimated Required payment ( i. e., 10% of 482, 149 or $ 48, 215);
ii) citv' s Obliaation.

Mitigation Improvements Costs
maximum liability therefor as
by the City; and
Any Excess Traffic
beyond Developer' s
aforesaid shall be paid
iii) Reimbursement from cClntributina Pro; ects.

The owner of each contributing Project shall be
required to pay to the City such Contributing Project' s percentage share of the Excess Traffic Mitigation
Improvements Costs paid by Developer, the City or any
other Contributing Project which has advanced Excess
Traffic Mitigation Improvements Costs, together with
interest at the Prime Rate from the date Clf payment by such person or entity to the date of reimbursement by
the owner of the Contributing Project. Such payment
shall be required concurrent with the payment by such
Contributing Project of its percentage share of Traffic Mitigation Improvements Costs generally. upon receipt
of such payment toward the Excess Traffic Mitigation
Improvements Costs, the city shall apply same to
repayment of such Excess Traffic Mitigation
Improvements Costs advanced by Developer, the City
and/ or any other Contributing Project in proportion tCl the amClunt thereof advanced by each such person.
h) Future ImDact Fee. In the event the City should
hereafter adopt a traffic impact or similar capital
improvements fee or fees, the purpose and use of which would include any of the Traffic Mitigation Improvements, the payment obligations of DevelClper ( and its successors) under this Section 3. 2 shall be credited against such fees.

4. Additional Traffic ImDrovements. Section 3. 2( i)
of the Agreement is revised by adding the following at the end thereof:

Additional Traffic Improvements as used herein shall
specifically mean mitigation measures identified by the City to offset anticipated traffic impacts should it
decide not to construct the West Las positas
interchange at I- 680. Furthermore, Developer agrees
9-

g804Cl~ J:>
that the following special conditions shall apply to
the additional 202, 000 square foot of Floor Area
approved as part of the Project pursuant to the First
Amendment to Development Agreement ( but such conditions shall not apply to the previously approved 178, 000
square feet remaining unused at the date of such First
Amendment) :

A) no use of such additional Floor Area will be
made until the earlier of ( x) completion of the West
Las Positas study and, as a consequence thereof, any
modification of the Circulation Element of the City' s
General Plan ( including revisions to the street network and/ or acceptable levels- of- service therein), ~
y) December 31, 1999; and
B) within sixty ( 60) days following occurrence
of the condition referred to in the foregoing
subparagraph ( A), the City shall, by a majority vote of its City Council, either ( x) revoke Developer' s rights to the additional 202, 000 square feet of Floor Area if development of such additional Floor Area is determined to be inconsistent with said Circulation Element ( as
the same may be amended as a result of the West Las
positas study), ~ ( y) confirm Developer' s rights to
the additional 202, 000 square feet of Floor Area if
development of such additional Floor Area is determined to be consistent with said Circulation element ( as the same may be amended as a result of the West Las Positas study). Such action by the City Council shall be
undertaken at a regularly noticed public hearing, and
the Council action to revoke or to confirm shall be
deemed a legislative action.

Any such revocation shall not affect Developer' s other rights and obligations under the Development Agreement
as amended, nor limit or prejudice Developer' s right at any time to request City approval ( whether pursuant to the Development Agreement or otherwise) of additional
expansion within the Stoneridge Shopping Center."

5. Miscellaneous.
a) Developer acknowledges that the city is not
guaranteeing that existing LOS standards be maintained in perpetuity and that no guarantee is made that the City will be responsible for keeping intersections at LOS " D" or better. b) Developer shall continue to implement a proactive
Transportation Systems Management program or other measures which will positively mitigate the Project' s otherwise anticipated traffic impacts.
c) Except as expressly modified by this Amendment,
the City and Developer hereby ratify and confirm all of the terms 10-

t1J4\)~.).J
and conditions of the Agreement, which is fully incorporated herein by reference and shall continue in full force and effect. d) This Amendment may be executed in multiple
counterparts, all of which taken together shall constitute one and the same instrument. This Amendment shall be duly recorded in the Official Records of Alameda County.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above.

City"
Attest:

Ik1~'/ -.
i// '- "' f'~
t..- """; ~ t--'
1/ (' ~ . ,
r
city. Clerk - Peggy L. Ezidro
CITY OF PLEASANTON, a
municipal corporation of
the State of California
BY:~~
Deborah A. Acosta,
City Manager
Approved as to Form:

C' ;)
1/1
V"L/.,', jJ /
b( "~
By : r v '\ Lf' r\.

Michael H. Roush
city Attorney
Developer"
B
11-

ILfU-.J~~

STATE OF MICHIGAN )

55. COUNTY OF OAKLAND I
On this 2Jti. day of . : In/Yf'''u~
f .
199~, before me, ~ N~ tary Public in and
for said County, personally ~ eared
bc--.. ~/-:J' ffi..........

A z:;;- , to me
known to be the person who executed the foregoing instrument, and acknowledged before me thai he was duly authorized and did execute the same. f: L:. ~ / Y ~ A/1- 1A?V
Notary Public .

My commission expires:
2~
3' 0 / y?
ev. INE V HEtILld',,, " /
NlIIa, 0IIdInd Caumy, WI
C.,~""" I ElqimIlAug. 30, 1998
c; :\ wpwin\worWOutine\nOtlrf. for

UtiUL\ j~ J~
CALIFORNIA ALL.pURPO= tE ACKNOWLEDGMENT
c"::('. cr:('~~~~~~ L"! It" r::<' L':!('~ r; rIY'~~~ L"'!!t" L"! l" L""#"'~~~~~~~~~~~~<<;

2. i
Q
2 1
s
i
1 1
i
@
g
g
g
g
g
g
g
g
g
C<;==<..~ oe<..-';<'-';<'~-<;<;~-=<"~~=" C<;"-C<-"C<;"-C<-"C<;"=<'<"" CZ;"'<-" C<;"- c<;"='<:<-~~' C<;' C(; 4~~- c<;"~~ tll995 NatlOflal NOIarv AssOClallon. 8236 Re","<flfl Ave.. PO Boll 7184. Ca~ Park. CA 91309. 7184 Procl. No. 5907 Reo<<lltf: Call ToM. F.... 1- 800- 876. 6827 State of A:....I FeRN 111-
AL--;:.;N1ErACounty of
before me. ~.::~(~~. EZIAi~ DI~ nPtR.' i- I-ubjrC
a""\@ lna Title 01 ()fteer te. o.. " Jane Ooe. Notafy PublIC'! personally appeared T'> ~ el2.AH , A\lll: C~:- A ,
ilme. s :' 5 gnel'1sJ
sonallY known 10 me -- 9R--::- proved-to me Co" II..! baSIS ;( fs.~
ti6IaeIO~ e'~ ieleRec to be the person( s)
whose name! IsI.are subscribed to the within instrument and aCknow~ ged to me that ~ iIRe'y executed the
sa~~ ltIeir authorized capacity( iesj. and that by
signature~ on the instrument the person()l".
or the entity upon behalf of which the person~ acted.
executed the Instrument.

On .: r t\ I(, Q_~ ! qcr3
ale
PEGGY L. EZIDRO ~
Comm. ' 114&412 ~
NOTARY 1' UlIUC. CAUFOANI
EDA COUNn
Comm. exp. Aug. 7. 2001 ..

WITNESS my hand and official seal.

4.'

OPTIONAL
Though the informatIon below IS not reqUired by law. it may prove valuable to Qersons relying on the document and could prevent fraudulent removal and reattachment of thIS form to another document.

Description of Attached Document
Title or Type of Document:

Document Dale: Number of Pages:

Signer( s) Other Than Named Above:

Capacity( ies) Claimed by Signer( s)
Signer' s Name: Signers Name:

Individual
Corporate Officer
Title( s):

Partner - = Limited ::. General
Attorney- in- Fact
Trustee
Guardian or Conservator
Other:

Individual
Corporate Officer
Title( s):

Panner - = Limited = General
Attomey- in- Fact
Trustee
Guardian or Conservator
Other: ToO olmumo nere

RIGHT THUMBPHINT
or SIGN[ R
Signer Is Representing: Signer Is Represenling:

l'!!!!\ lIoNo
l". .....e~\~i\
I~ ~'
t.. - So ·
r " 1;'~ '
l.~: 2 t- '\
v "' ...
1; .

5. ..,:.;'
4~"; .;
I:. ~'.~ ,'
e: ..
1/9'" ~
1" .~
oJo'fP " Ii . I'"
z..,..., . :" ......
i:!'~.. i
s ' - !
I",,,, ...... .' ~~.
is. r-

80.- , ' \.......,....~ ~.~ :;,>
C. ·
r
1"" ". i1 ". ·

1. _...~;;, '\ 3" .. '
J. ' i- l : f. ~

1. ;--~ ,', . "
0 .~ ", l . "
I"' I' l' li1:'~ ~.. '- ," . ~.,. * . .

I' IP.- ,., " t. l\' ll ..

3. ..
e-
z. '" ~ - - ~\ '
t- .. ~ : .' ~ . · :
j
li~ ~ n~_"~~..~'
W:1: ~ !-\. -<<: "
f
z.' 1<.

Il....""'~., ... ~;,...~
f;. it
Il>='" '!~ "
sl ,. aJ at ~,
f .
1 J ~
J
f
J :: c
1-:,"~
g
0 OJ) n
M
C") : 0
o:':r
u~
5'~ ~ s::
p:t ~
o
z.
c.>
C>:>-
z
O
o
J: - . ~......,,:)
j..5..~
1""'"
I;
if
r-.~ m
V1t"""
C:
3j..,.
l~
1 otlr;
ft_
j
r'.) ~;
r:-:
r.-:; ::..~
e.
i
J.:'
1~'
t
C'"'
r-
0\
i
ell .
s
Si-:!:

I. .

WI' allOo"ao' M.. M
t ;:;!
t" y~.; ~.:

V',;.. J
o~.

EXHmIT A
P A r.. 1<' 1 () 1<' 1
r".:a
1;':
r-.:. m
orr r-
oc..,
I
I
l
1 I
i
Z
I
1r

If,
This document is recorded for the
benefit of the City of Pleasanton
and is entitled to be recorded
free of charge in accordance with
sections 6103 and 27383 of the
Government Code. When recorded,
mail to:

NOImfW! C:' lT1)!\! TIT\.[ CI).

IIECXlRDtOINOFFICIALRECORDS
If ALAMEDACOUNTY, CAUF.

At8:30A.M.

APR - 2 1993

PATRICKO'CONNELL

COUNTY RECORDER
City of Pleasanton
123 Main street
Pleasanton, CA 94566- 0802
Attn: City Attorney
dllft ·

DEVELOPMENT AGREEMENT
CITY: City of Pleasanton
DEVELOPER: Security Trust Company, as Trustee
under Trust No. 1860- 0
3 103418
nl':J
v

0"
r

4. 5.

6. 7.

SECTION

TABLE OF CONTENTS

1. Definitions

1. 1

1. 2

1. 3

1. 4

1. 5

1. 6

1. 7

1. 8

1. 9

1. 10

1. 11

1. 12

1. 13

1. 14

1. 15
Approvals
City Laws
Conditions
Director .

Enacting Ordinance
Existing City Laws
Floor Area
Laws
Mortgage
Mortgagee
party . .
project .

Property
Shopping Center .

Traffic Mitigation Improvements

2. Effective Date; Term

2. 1 Effective Date

2. 2 Term . . .

3. General Development of the Project

3. 1

3. 2

3. 3

3. 4

3. 5

3. 6
project Vested
Conditions
Project Phasing
Other Governmental Permits.

Additional Fees . .

Effect of Agreement . .
93103418
PAGE
4 4
4 4
4 4
4 4
4 4
4 4
4 4
4 4
5 5
5 5
5 5
8 8
9 10
specific Criteria Applicable to Development of the
Project . . . . .. .....

4. 1

4. 2

4. 3

4. 4

4. 5
Applicable Laws and Standards
Application of New City Laws
Timing . . . . . . . . . . .

Architectural Review of Project
Easements; Improvements
Indemnity
Annual Review
Supersedure by Subsequent Laws
i-
10 10
10 11
11 11
11 11
12

r
93103418

TABLE OF CONTENTS
Continued)

SECTION PAGE

8. Remedies 13

9. Waiver; Remedies Cumulative 13

10. Attorneys' Fees 13

11. Limitations on Actions 13

12. Effect of Court Action 14

13. Estoppel certificate.

14. Mortgagee Protection; certain Rights of Cure

14. 1 Mortgagee Protection . . . . .

14. 2 Mortgagee Not obligated. . . .

14. 3 Notice of Default to Mortgagee;
Mortgagee to Cure
14 14
14 14
Right of
14 15. Right to Assign, etc. 15

16. Binding on Successors 15

17. Amendment 15

17. 1 General . . . . . . . . .

17. 2 Recordation. . . . .

17. 3 Amendment Exemptions

18. Notices
15 15
16 16

18. 1 Procedure 16

19. Miscellaneous 17

19. 1 Negation of Partnership 17

19. 2 Approvals ...... 17

19. 3 project Approvals Independent 17

19. 4 Not A Public Dedication 17

19. 5 Severability 17

19. 6 Exhibits . . . . . . . 18

19. 7 Entire Agreement . . . 18

19. 8 Construction of Agreement 18

19. 9 Further Assurances; Covenant to sign Documents 18

19. 10 Governing Law 18

19. 11 construction. . . 18

19. 12 Time . . . . . . . 18

19. 13 Subsequent Projects 13
11-

i'
93103418

EXHIBITS
A
B
C
D
Map of property
Description of Property
Description of Project
Traffic Mitigation Improvements
11i-

93103418

DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT ( the " Agreement") is made and entered into as of November 5, 1992, by and between the CITY OF PLEASANTON, a municipal corporation of the State of California city"), and SECURITY TRUST COMPANY, as TRUSTEE under TRUST NO. 1860- 0 (" Developer"), pursuant to the authority of California Government Code Sections 65864- 65869. 5.

RECITALS:

This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties:

A. To strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of california adopted Government Code sections 65864- 65869. 5 authorizing the City to enter into development agreements in connection with the development of real property within its jurisdiction by qualified applicants with a requisite legal or equitable interest in the real property which is the SUbject of such development agreements.

B. Developer is the fee owner of that certain parcel of land ( the " Property") outlined in Exhibit A and being more particularly described in Exhibit B attached hereto. The Property constitutes approximately 35. 19 acres and is that portion of the Shopping Center currently owned by Developer. The Property is presently improved with a two- level enclosed mall, mall stores fronting thereon, exterior parking and other common area facilities, and related improvements. The Property constitutes an integral part of Stoneridge Regional Shopping Center ( the " Shopping Center"), which has been constructed in phases by Developer, commencing in 1978, and which now includes major department stores owned and operated by Macy, Penney, Capwell and Nordstrom.

C. Developer intends to add further retail and related
common area improvements to the Shopping Center as more particularly described in Exhibit C hereto ( said improvements herein collectively referred to as the " Project"). Although the Project as described in Exhibit C refers to additional future Floor Area of up to 356, 000 square feet, the Project represents an incremental addition of only 180, 000 square feet of Floor Area to the already anticipated and approved build- out of the Shopping Center currently incorporated in the city' s traffic models and in other land use approvals in North Pleasanton previously considered by the City.

D.

Project
Traffic
The city
and, based
Mitigation
has examined the environmental effects of the
on the Initial Environmental Study and the
Improvements hereinbelow referred to, has

93103418
determined that the Project will have no significant adverse effect on the environment, on the basis of which a negative declaration was adopted by the City council.

E. City has determined that the Project is a development for which a development agreement is appropriate. A development agreement will eliminate uncertainty in the City' s land use planning for and secure orderly development of the Project. A development agreement shall facilitate the orderly expansion of the Shopping Center through completion of the project, which shall provide greater opportunities for traffic management and cohesive, attractive site design and improvements and result in important economic benefits, both direct and indirect, to the City. Developer will incur substantial contractual obligations and related costs in the development of the Project, which will require extended negotiations with and long lead- time commitments from additional major department and specialty store participants in the Shopping Center. In exchange for the benefits to the City and the general public of the expanded Shopping Center, Developer desires to receive assurance that City shall grant permits and approvals required for the development of the Project in accordance with the Existing city Laws, subject to the terms and conditions contained in this Agreement. In order to effectuate these purposes, the parties desire to enter into this Agreement.

F. On August 20, 1992, after conducting a duly noticed
public hearing, the City Planning commission recommended that the city Council approve this Agreement, based on the following findings and determinations: that this Agreement is consistent with the objectives, policies, general land uses and programs specified in the City' s General Plan; is compatible with the uses authorized in and the regulations prescribed for the land use district ( C- R ( Regional commercial)) in which the Property is located; is in conformity with public convenience, general welfare and good land use practices; will not be detrimental to the health, safety and general welfare of the City or the region surrounding the City; will not adversely affect the orderly development of property or the preservation of property values within the city; and will promote and encourage the development of the Project by providing a greater degree of certainty with respect thereto.

G. Thereafter, on September 15, 1992, the City Council
held a duly noticed public hearing on this Agreement and made the same findings and determinations as the Planning Commission. On that same date, the City Council made a decision to approve this Agreement by intrOducing Ordinance No. 1578 ( the " Enacting Ordinance"). On October 6, 1992, the City Council adopted the Enacting Ordinance. The Enacting Ordinance became effective on November 5, 1992.

NOW, THEREFORE, pursuant to the authority contained in
Government Code Sections 65864- 65869. 5, and in consideration of the mutual covenants and promises of the parties herein 2-

93103418
contained, the parties agree as follows:

1. Definitions. Each reference in this Agreement to any of the following terms shall have the meaning set forth below for each such term. certain other terms shall have the meanings set forth for such terms elsewhere in this Agreement.

1. 1 Approvals: Any and all approvals or permits of
any kind or character required under the City Laws in order to develop the Project, including, but not limited to, use permits, site clearance, grading plans and permits, and certificates of occupancy.

1. 2 citv Laws: The ordinances, resolutions, codes,
rules, regulations and official policies of City, governing the permitted uses of land, density, design, improvements and the construction standards and specifications applicable to the development of the Property. specifically, but without limiting the generality of the foregoing, City Laws shall include the City' s General Plan, the city' s Zoning Ordinance and the City' s Subdivision Ordinance.

1. 3 Conditions: All conditions, exactions, fees or
payments, dedication or reservation requirements, obligations for on- or off- site improvements, services or other conditions of approval called for in connection with the development of or construction on property under the Existing City Laws, whether such conditions constitute public improvements, mitigation measures in connection with environmental review, or any other impositions.

1. 4 Director: The Director shall mean the Director of
Planning & Community Development for the City of Pleasanton.

1. 5 Enactina Ordinance: As defined in Recital G.
l. 6 Existina citv Laws: The city Laws in effect as of
the Effective Date ( as defined in section 2. 1 below).

1. 7 Floor Area: The actual number of square feet of
floor space of all floors in any future new building improvements located on the Property ( excluding basement space, subterranean areas, and balcony and mezzanine space) within the interior face line of the exterior walls; provided, however, that " Floor Area" shall not include any of the following:
i) Areas which are used exclusively to
house mechanical, electrical, telephone, HVAC and
other such building operating equipment, whether
or not physically separated or otherwise required
by building codes;
ii) any area designated for the parking of
motor vehicles, whether contained in enclosed or
3-

93103418
partially enclosed structures or on roofs, whether
above, below or at grade, and whether contained in
single or multi- level structures;
iii) any outside areas ( including those
covered by canopy, awning or other protective
cover and which sides are generally unwalled)
which is permitted to be and is used for the
storage and/ or display of merchandise to be sold
at retail or exterior restaurant seating or
similar purposes; and
iv) emergency fire and service corridors and
all common areas located within building
improvements, including, without limitation, all
malls, restrooms, pedestrian walkways, stairways,
escalators and elevators, and all other similar
areas not located within any store.

1. 8 ~: The laws and Constitution of the state of
California, the laws and Constitution of the united states and any codes, statutes or executive mandates in any court decision, state or federal, thereunder.

1. 9 Mortaaae: A mortgage, deed of trust, sale and
leaseback arrangement in which the Property or a portion thereof or an interest therein is sold by Developer and leased back concurrently therewith ( which arrangement is subject to no prior contractual encumbrances securing payment of money), or other transaction in which the Property, or a portion thereof or an interest therein, is pledged as security, contracted in good faith and for fair value.

1. 10 Mortaaaee: The holder of the beneficial interest
under a Mortgage.

1. 11 partv: A signatory to this Agreement, or a
successor or assign of a signatory to this Agreement.

1. 12 proiect: As defined in Recital C.

1. l3 ProDertv:
and described in Exhibit
develop the Project.

The real property outlined in Exhibit A
B hereto on which Developer intends to

1. 14 ShoDDina Center: As defined in Recital B.

1. 15 Traffic Mitiaation ImDrovements: As defined in
Section 3. 2.

2. Effective Date: Term.

2. 1 Effective Date. This Agreement shall be dated and
the obligations of the parties hereunder shall be effective as or 4-

93103418
F
the effective date of the Enacting Ordinance, pursuant to Government Code Section 36937, as specified in Recital G above the " Effective Date"). The City shall cause this Agreement to be recorded in the Official Records of the County of Alameda, State of California, as provided for in Government Code section 65868. 5. However, failure to execute or record this Agreement within the time period provided for in section 65868. 5 shall not affect its validity or enforceability among the Parties.

2. 2 ~. The term of this Agreement and Developer' s
rights and obligations hereunder shall commence on the Effective Date and shall terminate on the fifteenth ( 15th) anniversary of the Effective Date.

3. General Development of the Proiect.

3. 1 proiect Vested. Developer shall have the vested
right to develop the project on the Property in accordance with the terms and conditions of this Agreement and such amendments thereto as shall from time to time be approved, pursuant to this Agreement. Except as otherwise specified herein, this Agreement and the Existing City Laws shall control the overall design, development and construction of the Project, and all improvements and appurtenances in connection therewith, including, without limitation, the permitted uses on the Property, the density and intensity of uses, the maximum height and the number of required parking spaces, all of which shall constitute vested elements of the Project.

3. 2 Conditions.
a) Traffic Mitiaation ImDrovements. In consideration
of City' s entering into this Agreement, Developer shall contribute to the costs of those public improvements ( the Traffic Mitigation Improvements") set out in Exhibit 0 attached hereto. city has identified ten development projects
collectively, the " contributing Projects") in the Stoneridge Shopping Center area which will benefit from completion of the Traffic Mitigation Improvements. City has assigned each Contributing Project a percentage share of the responsibility for participating in the costs to complete the Traffic Mitigation Improvements. As of the date of this Agreement, Developer' s contribution percentage is 37. 6\. As of August 20, 1991, the net estimated costs to complete the Traffic Mitigation Improvements was $ 752, 820. Based thereon, Developer or its successors shall contribute, to the cost of completing the Traffic Mitigation Improvements, up to the following amount ( such maximum amount herein referred to as the " Developer Contribution"): ( i) $ 283, 060 plus an accrual factor thereon at the Wells Fargo Bank Prime Rate from time to time in effect, commencing August 20, 1991, to the date of payment, ~ ( ii) an additional $ 28, 306, which sum represents 10\ of the aforementioned Developer obligation to take 5-

1 93103418
into account possible inaccuracies in the original cost estimates to complete the Traffic Mitigation Improvements. city shall complete the Traffic Mitigation Improvements from time to time as and when the same shall be required, as a consequence of additional development in the Stoneridge Shopping Center area, in order to avoid a deterioration of the level of traffic service LOS) at any intersection identified on Exhibit D below LOS " D".

Developer or its successors shall pay to city, in installments, Developer' s share of the costs of the Traffic Mitigation Improvements; each such installment shall be calculated by multiplying the Developer Contribution by a fraction, the numerator of which is the Floor Area the subject of the relevant building permit and the denominator of which is 356, 000. Each such installment payment shall be made at the later of
i) issuance of the subject building permit or ( ii) incurrence by city of the costs to complete the relevant Traffic Mitigation Improvements. The maximum Developer contribution shall not exceed the lesser of the aforementioned maximum amount or Developer' s share of City' s actual cost to complete the Traffic Mitigation Improvements. Notwithstanding the foregoing, Developer' s contribution percentage, and the maximum Developer contribution obligation referred to above, shall be reduced in proportion to the burden assumed by any additional development project( s) which the City in good faith determines should be a contributing Project within the stoneridge Shopping Center area in respect of a fair allocation of the costs of completing the Traffic Mitigation Improvements. Under no circumstances shall Developer be responsible for paying or advancing any portion of the costs of the Traffic Mitigation Improvements beyond the Developer Contribution, except as provided in Section 3. 2( b). b) Reference is made to that certain public
document dated August 20, 1990 entitled " Reimbursement Agreement for stoneridge Corporate Plaza II" by and between the City and Crocker Properties Inc. (" Crocker Agreement") whereby Crocker Properties Inc. (" Crocker") agrees to advance, subject to partial reimbursement and certain maximum limitations, the total costs of completing the Traffic Mitigation Improvements. If, despite City' s best efforts, Crocker fails to advance the funds for Traffic Mitigation Improvements when, as a result of the Project, LOS at any intersection identified on Exhibit D which will fall below LOS " 0" ( such advance by Crocker to be in the amount of such costs in excess of Developer' S share thereof and other funds, if any, received by the City from Contributing Projects) , then Developer will advance the funds necessary to mitigate such intersections, subject to the following conditions:
i) Developer shall be reimbursed, from payments to be required by the City from contributing Projects, on the same terms and conditions afforded to Crocker under the Crocker Agreement, including Paragraphs 7 and 8 thereof; and ( ii) in no event shall Developer' s aggregate obligation so to advance funds exceed a total amount ( including Developer' S Contribution) equal to the sum of ( A) $ 752, 820 plus an accrual factor thereon at the Wells Fargo Bank Prime Rate from time to time in effect, commencing 6-

93103418
August 20, 1991, to the date of such advance, ~ ( B) $ 28 306. o '
The Crocker Agreement has not been and w~ ll not, without the prior written consent of Developer, be amended, modified, canceled, or revoked if the effect thereof would be to alter, condition or impair any such reimbursement rights in favor of the Developer. If ( x) Crocker has advanced to City costs ( in excess of Crocker' s pro rata share thereof) to complete Traffic Mitigation Improvements, and ( y) Developer has paid to City a portion of the Developer contribution as provided in subparagraph a) above, and City has paid or tendered such payment to Crocker as the " Reimbursement Fee" then payable to Crocker under section 7( b) of the Crocker Agreement, and ( z) Crocker has asserted that the amount thereof is less than the amount then due it under such provision of the Crocker Agreement in respect of the Project, and it is ultimately determined ( by judgment or settlement reasonably approved by Developer) that City is obligated, at that time and in respect of the Project, to pay a Reimbursement Fee to Crocker in excess of the Developer contribution theretofore paid under this Agreement, then Developer shall make a supplemental payment to city, by way of a further Developer Contribution equal to the additional amount determined to be owing by City to Crocker.

Nothing in the preceding sentence shall increase the maximum Developer Contribution as hereinabove provided, and any additional such payment by Developer shall be credited against future payments of the Developer contribution payable to City under this Agreement. Developer shall not be obligated to make any additional payments in respect of City' s obligations to Crocker under the Crocker Agreement, including costs or attorneys' fees.
c) Additional Traffic ImDrovements. City shall have
the discretion to determine in good faith that the effects of cumulative development of properties within the North Pleasanton area ( which shall be the area generally encompassed within the boundaries of the North Pleasanton Improvement District) require additional traffic improvements (" Additional Traffic
Improvements") beyond those required by Section 3. 2( a), and to spread, to the extent reasonable and practical, the cost of financing these Additional Traffic Improvements through formation of a special assessment district or districts encompassing those properties benefitting therefrom. Subject to the terms of this Agreement, Developer agrees not to protest the establishment of assessment districts to fund the Additional Traffic Improvements.

Developer retains the right to protest and litigate all matters other than the validity of the formation of any such district, including but not limited to the scope of improvements, the costs thereof and the allocation of such costs among various
properties. In the event Developer initiates or participates In litigation concerning allocation of the cost of such
improvements, Developer shall allow formation of the district and placement of liens on the Property so long as City provides security which, in Developer' S reasonable estimation, will allo~ City to payoff the amount of indebtedness that is in dispute In the event Developer prevails in the litigation. A good faith 7-

93103418
protest pursuant to this Section 3. 2( b) shall not be construed as an action of noncompliance under the terms of this Agreement. d) SDecific Proiect- Generated Traffic Improvements.

Stoneridge Mall Road is designed to function as a traffic distributor and best fulfills its function without traffic signals. The parties agree, however, that if a multi- level parking structure is constructed and, in the determination of traffic engineers for the City ( following review by and consultation with the Developer' s traffic engineers), traffic control measures are necessary on stoneridge Mall Road, Developer shall pay for the installation of a traffic signal or other similar mitigation measure. Such mitigation measure shall become a condition imposed during the design review process, but such condition will allow actual field studies for specified period of time prior to the actual installation of such traffic mitigation measure.
e) Public Transit. The Developer will continue to
cooperate in permitting public bus access to and from the Shopping Center as provided in the existing written agreements with Contra Costa County Transit Authority, Livermore Amador Valley Transit Authority, and San Francisco- Bay Area Rapid Transit District.

3. 3 proiect Phasina. The Project will be developed in
phases, and the Parties acknowledge that Developer cannot presently predict the timing or sequencing of any such Project phasing. Such decisions depend upon numerous factors which are not within the control of Developer, such as market orientation and demand, interest rates, competition and other similar factors. Because the California Supreme Court held in Pardee construction Co. v. citv of camarillo, 37 Cal. 3d 465 ( 1984), that failure of the parties therein to provide for the timing of development resulted in a later- adopted initiative restricting the timing of development approved under the parties' agreement, it is the Parties' intent to cure that deficiency by
acknowledging and providing that Developer shall have the right to develop the Project in phases in such order and at such times as Developer deems appropriate within the exercise of its subjective business judgment and the provisions of this Agreement. By entering into this Agreement, Developer shall not be obligated to develop the Project.

3. 4 Other Governmental Permits.
a) Developer or City ( Whichever is appropriate)
shall apply for such other permits and approvals from other governmental or quasi- governmental agencies which may have jurisdiction over the Project ( such as any public utility district) as may be required for the development of, or provision of services to, the Project. city shall promptly and diligently cooperate, at no cost to the City, with Developer in its endeavors to obtain such permits and approvals and, from time to time at the request of Developer, shall attempt with due 8-

93103418
diligence and in good faith to enter into binding agreements with any such entity in order to assure the availability of such permits and approvals or services. To the extent allowed by law, Developer shall be a party or third- party beneficiary to any such agreement and shall be entitled to enforce the rights of Developer or city thereunder or the duties and obligations of other parties thereto.
b) Water availability shall be subject to the
City' s rules and regulations in effect at the time building permits are applied for. The City shall withhold building permits for the Project if, at the time building permits are applied for, mandatory water rationing is in effect under a program precluding the issuance of building permits for the project, unless the City has adopted a water offset program and u~ less the Developer is participating in the program.

3. 5 Additional Fees. Except as set forth in this
Agreement, city shall not impose on the Project any further or additional fees, taxes or assessments, whether through the exercise of the police power, the taxing power or any other means, other than those prescribed in this Agreement, provided that ( a) if City forms an assessment or similar district including the Property, and such district is City- wide, the Property may be legally assessed through such district based on the benefit to the Property, which assessment shall be consistent with the assessment of other property in the district similarly situated ( but in no event shall Developer' s obligation to pay any such assessment result in a cessation or postponement of construction of the Project or affect in any way Developer' s rights in respect of the Project); ( b) City may charge Developer fees which are in force and in effect on a City- wide basis under Existing city Laws, but at the rate applicable at the time application is submitted, for the following: building and related construction permit fees ( including plan review and site inspection); fire department fees ( including sprinkler); disabled persons review and field inspection fee; City water and water meter fees; Lower Income Housing Fee; and, subject to limitations contained in a separate agreement between the Parties entered into concurrently herewith, sanitary sewer fees; ( c) any applicable school district fees, Zone 7 drainage and water fees, and other fees required to be collected by City on behalf of and for the benefit of other governmental agencies or
instrumentalities, provided that the same are payable in respect of the project notwithstanding Developer' s rights and benefits under this Agreement; and ( d) the City may adopt an ordinance for a City- wide traffic mitigation fee uniformly applied and applicable to all new construction.

The Parties acknowledge that the provisions contained
in this Section 3. 5 are intended to implement the intent of the Parties that Developer has the right to develop the Project pursuant to specified and known criteria and rules, and that City receive the benefits which will be conferred as a result of such 9-

93103418
this Agreement, and, in the event such challenge is successful, this Agreement shall remain unmodified and in full force and effect. The provisions of this section 7 shall be narrowly construed in favor of Developer, in order to preserve to Developer the benefits of this Agreement to the fullest extent possible.

8. Remedies. Either Party may, in addition to any other rights or remedies, institute legal action to cure, correct or remedy any default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation or enforce by specific performance the obligations and rights of the Parties hereto.

9. Waiver: Remedies Cumulative. Failure by a Party to
insist upon the strict performance of any of the provisions of this Agreement by the other Party, irrespective of the length of time for which such failure continues, shall not constitute a waiver of such Party' s right to demand strict compliance by such other Party in the future. No waiver by a Party of any default shall be effective or binding upon such Party unless made in writing by such Party, and no such waiver shall be implied from any omission by a Party to take any action with respect to any such default. All of the remedies permitted or available to a party under this Agreement, or at law or in equity, shall be cumulative and not alternative, and invocation of any such right or remedy shall not constitute a waiver or election of remedies with respect to any other permitted or available right or remedy.

10. Attornevs' Fees. If either Party brings an action or proceeding ( including, without limitation, any cross- complaint, counterclaim, or third- party claim) against the other Party by reason of an event of Default, or otherwise arising out of this Agreement, the prevailing Party in such action or proceeding shall be entitled to its costs and expenses of suit, including but not limited to reasonable attorneys' fees ( including, without limitation, fees and expenses), which shall be payable whether or not such action is prosecuted to judgment. " Prevailing Party" within the meaning of this section shall include, without limitation, a Party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action. 1l. Limitations on Actions. City and Developer hereby
renounce the existence of any third- party beneficiary to this Agreement and agree that nothing contained herein shall be construed as giving any other person or entity third party beneficiary status. If any action or proceeding is instituted by any third party challenging the validity of any provisions of this Agreement, or any action or decision taken or made hereunder, the parties shall cooperate in defending such action or proceeding.
13-

3103418
deliver to such Mortgagee, concurrently with service thereon to Developer, any notice of default or other determination of noncompliance given to Developer. Each Mortgagee shall have the right ( but not the obligation) for a period of ninety ( 90) days after the receipt of such notice from City to cure or remedy, or to commence to cure or remedy, the event of default claimed or the areas of noncompliance set forth in the City' s notice. If the default or such noncompliance is of a nature which can only be remedied or cured by such Mortgagee upon obtaining possession, such Mortgagee may seek to obtain possession with through a receiver or otherwise, and may thereafter remedy or cure the default or noncompliance within ninety ( 90) days after obtaining possession. If any such default or noncompliance cannot, with diligence, be remedied or cured within such ninety ( 90) day period, then such Mortgagee shall have such additional time as may be reasonably necessary to remedy or cure such default or noncompliance if such Mortgagee commences a cure during such ninety ( 90) day period, and thereafter diligently pursues completion of such cure to the extent possible.

15. Riaht to Assian, etc.. Developer' s rights hereunder may be encumbered, sold or assigned in conjunction with the transfer, sale, assignment or financing of all or any portion of the Property at any time during the term of this Agreement. Upon the sale, transfer or assignment of Developer' s rights and interests under this Agreement, Developer shall be released from its obligations pursuant to this Agreement with respect to the Property or portion thereof so transferred which arise subsequent to the effective date of the transfer.

16. Bindina on Successors. All of the provisions,
agreements, rights, powers, standards, terms, covenants, and obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors, and assignees, devises, administrators, representatives, lessees, and all other persons acquiring the Property, or any portion thereof, or any interest therein, whether by operation of laws or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors and assignees.

17. Amendment.

17. 1 General. Except as otherwise provided in this
Agreement, this Agreement may be canceled, modified or amended only by mutual consent of the parties in writing, and then only in the manner provided for in Government Code Section 65868. Any amendment to this Agreement which does not relate to the term, a material element of the Project or the Conditions shall require the giving of notice pursuant to Government Code Section 65867, as specified by Section 65868 thereof, but shall not require a public hearing before the Parties may make such amendment.

17. 2 Recordation. Any amendment of this Agreement
shall be recorded by the city Clerk not later than ten ( 10) days 15-

93103418
J
after the effective date of the action effecting such amendment; however, a failure to record shall not affect the validity of such amendment.

17. 3 Amendment ExemDtions. The following actions shall not require an amendment to this Agreement:
a) Subdivision. The subdivision of the
Property, or the filing of a parcel map or subdivision map that creates new legal lots, or any lot- line adjustment, shall not require an amendment to this Agreement. Developer may subdivide the Property in accordance with the laws regarding subdivision in effect in the City at the time the Developer applies for any subdivision, as long as applying these laws does not limit the project or impose any additional conditions, taxes or assessments other than those set out in this Agreement.
b) Desian Review. Design review of specific
aspects of the Project shall not require an amendment to this Agreement.

18. Notices.

18. 1 Procedure. Any notice to either Party shall be in writing and given by delivering the notice in person or via facsimile, by overnight courier, or by sending the notice by registered or certified mail, or Express Mail, return receipt requested, with postage prepaid, to the Party' s mailing address.

The respective mailing addresses of the Parties are, until changed as hereinafter provided, the following:

City: City of Pleasanton
123 Main street
Pleasanton, CA 94566- 0802
Attn: Director of Planning
Developer: Security Trust company, as Trustee
c/ o The Taubman Company, Inc.
200 East Long Lake Road
Bloomfield Hills, MI. 48303
Attn: Vice President - Development
With
copies to: The Taubman Company, Inc.
200 East Long Lake Road
Bloomfield Hills, MI. 48303
Attn: Vice President - Partnership
Relations
Robert L. Gibney, Jr.

Heller, Ehrman, White & McAuliffe
333 Bush Street
San Francisco, California 94104- 2878
Either party may change its mailing address at any time by giving 16-

93103418
any other permit or approval of the type referred to in Section 3. 4( a), or as a result of a mandatory water moratorium of the type referred to in Section 3. 4( b), then the term of this Agreement as provided in Section 2. 2 shall be extended by the period of any such delay.

19. 13 Subseauent Proiects. After the Effective Date
of this Agreement, City may approve other projects that place a burden on City' s infrastructure; however, it is the intent and agreement of the Parties that Developer' s right to build and occupy the project, as described in this Agreement, shall not be diminished despite the increased burden of future approved development on public facilities.

IN WITNESS WHEREOF, the Parties have executed this Agreement a~ of the day and year first above written.
city"
Attest:
q:.~' idrQ
Approved as to Form:

CITY OF PLEASANTON, a
municipal corporation of
the state of California
BY~ ~~ J.,L.

Deborah A. Acosta,
City Manager
By:

Michael H. Roush
city Attorney Developer"

SECURITY TRUST COMPANY,
under
6 0
19-

3103418

CERTIFICATE OF ACKNOWLEDGEMENT

STATE OF CALIFORNIA )
ss

COUNTY OF ALAMEDA )
On this the n +
h
day of J)e.Gember- , 1992, before me,
J.",,~ C'\ \,.... _ ~ lA~- 4t- l , the undersigned Notary Public, personal y appeared Deborah A. Acosta, personally known to me or proved to me on the basis of satiSfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the within instrument in her capacity as City Manager, and that, by her signature on the instrument, the corporation executed it.

WITNESS my hand and official seal.
l& i~~ aid , tate
r - - ~ ~ - - - - - -" - "t
@"
SANDRAl. lEGATE
0 : COMM, # 977699 l1
i _- ' Notory Public - California ~
I

ALAMEDA COUNTY
I
My Comm. ElCpUes NOV 8. 1996 .

COUNTY OF San Dieqo
ss

STATE OF CALIFORNIA
On this the 3rd day of npc: pmhpr , 1992, before me,
Gav Cox , the undersigned Notary PUblic,
personally appeared J. Paul Sprinq * , personally known to me or proved to me on the basis of satisfactory evidence) to be 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 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.

WITNESS my hand and official seal. * Sandra L. Love
r said State

OFFICIAL SEAL
GAY H. COX

NOTARY PUBLIC CALIFORNIA
PRINCIPAL OffiCE IN

SAN DIEGO COUNTY
M Commission Expires. May 1 J, 1994

93103418
3l
jC:"" '' ft::'S
5:>' 7' , l>.
l"'-~
co." .. )i"):' T1
l V1 r-
t..t,) t=:: 0i""--
I'
prolilM ~ A'f
Iww~" E.
sJ:-:;r>
C'1-,,')_ .
i.n~!
I
CPo:!
ll\llO~ Do.

E
I~. oo' M"f"j
r:t- 77.. .
r
00 .~~
I', ('....!
Jo.. oI
O.~.., ^-')
J .

Ih
y
4-
s

1. 37'.: 5
C' JJ'
0 /
tJ
C')
r~ ~!
i:.:;=-_
w'
J
f
20 3.~
I
t;~
I....

P.,...~~~ .
iIf.;j. .. ..
j ~~ J: Slf '"t ( t!!. ~.

I!i; .......
0 II~.;. C:.

D.
o .. ~ . ~ VI'J. oM' ':..",
f
7j
n
n
i!.: :--

EXHIBIT A
PAGE 1 OF 1
u:;
f--:jO" ~
i.;~ E!
1 ..._ .

O:l<\'
l ....
w
t..)
I
I ~/il~ ~. I
1'" .~
s.
3 I!!!~" E
l
t..

I'-'"
i; 1f.
t",
i':':
6 t..,
A"J" r. lill\.Do'
LAUIUL

EXHIBIT D

TRAFFIC MITIGATION IMPROVEMENTS
A. Foothill Road/ Canvon Wav/ Dublin Canvon Road

1. Widen canyon Way between stoneridge Mall Road
and Foothill Road to provide one additional
westbound lane. This will provide a total of
three westbound lanes. Widen both the north
and south sides of canyon way and reconstruct
the existing median narrowing it by four feet
to a width of twelve feet. The south curb
will be moved six feet. The purpose is to
improve existing traffic flow and mitigate
the impact of new development by extending a
very short existing right- turn lane for
westbound traffic destined for the Foothill
Road interchange.

2. Add a fourth northbound lane on Foothill Road
between Deodar Way and the northbound to
eastbound ramp at the Foothill Road
interchange with I- 580. This will provide
two northbound lanes on Foothill Road to the
ramp toward eastbound I- 580. The two lanes
would transition to one lane prior to the
collector- distributor road. The other two
lanes would serve the existing two lanes
toward the over- crossing at I- 580. Foothill
Road between Deodar Way and Canyon Way can be
restriped between the existing curbs.

Foothill Road between canyon Way and the
northbound to eastbound ramp will require
wideninq Foothill Road and movinq the
existing sidewalk back within the existinq
right- of- way. An additional lane will be
constructed next to the existing one- lane
northbound to eastbound ramp which will
require Caltrans approval. The purpose of
this improvement is to provide additional
capacity for the northbound through movement
and to more evenly distribute traffic across
the lanes, thereby reducinq the amount of
green time needed for the northbound
movement.

BXHIBIT D

93103418

93103418
J .

3. Lengthen the eastbound Dublin Canyon Road
left- turn lane next to the median by
narrowing the existing 18- foot wide median.

No additional right- of- way is required. The
purpose of this improvement is to more fully
utilize all left- turn lanes by reducing the
possibility of one lane being blocked. Green
time at the traffic signal will be reduced
for this movement by creating a more even
distribution of traffic across the left- turn
lanes.

B. stoneridae Drive/ Stoneridae Mall Road

1. Restripe one of the through lanes on
westbound stoneridge Drive to create an
optional through and right- turn lane. The
curb return on the northeast corner should be
modified to facilitate this maneuver. This
will require right- of- way acquisition. The
purpose of this improvement is to shorten the
queue for westbound traffic turning right
into the stoneridge Mall area and thereby
reduce the amount of green time required.

The westbound right turn is a critical
movement during the a. m. and p. m. peak hours.

It is expected that right turning vehicles
will dominate this lane. The need for one
additional westbound lane was evaluated and
determined to be unnecessary based on no
change in the vOlume- to- capacity ratio.

2. Restripe the southbound Stoneridge Mall Road
right- turn lane to provide an optional right-
turn and left- turn lane at this " T"
intersection. This will spread the critical
southbound left- turn movement over three
lanes instead of two lanes, thereby reducing
the amount of green time necessary to clear
the queue. In addition, there is a need to
retrofit the signal controller to include an
emergency vehicle preemption capability since
a City of Pleasanton Fire station is located
nearby.

BXHIBIT D
page 2 of 3

l
c.
t
Additional Traffic Sianals

1. Foothill Road/ Laurel Creek

2. stoneridge Mall/ Fabian Court

BDIBIT D

93103418

Planning Commission
Agenda Report
November 8, 2023
Item X.

S
UBJECT: PXX17-0904
AP

PLICANT/
PROPERTY OWNER: Stoneridge Properties, LLC (Simon Property Group) PU
RPOSE: Application to amend and extend the Stoneridge Shopping Center Development Agreement (DA), governing a previously approved approximately 362,790-square-foot shopping center expansion, for one year, with a City Manager option to extend the DA for one additional year subject to the completion of performance standards set forth in this fifth amendment.

L
OCATION: Stoneridge Shopping Center (1008-1700 Stoneridge Mall Road) G
ENERAL PLAN: Retail/Highway/Service Commercial, Business and Professional Offices and Mixed Use
Z
ONING: CR(M) – (Regional Commercial – Mall) and PUD–MU (Planned Unit Development – Mixed Use) District
EXH
IBITS: A. Draft Resolution and Draft Fifth Amendment to the DA for the Stoneridge Shopping Center
B. Original DA with first, second, third, and fourth amendments C. Pleasanton General Plan 2005-2025 Environmental Impact Report (EIR), and Housing Element and Climate Action Plan (CAP), General Plan Amendment and Rezonings
Supplemental Environmental Impact Report (EIR) and
Adopted Findings including Statement of Overriding
Considerations (available upon request)
D. Location and Notification Maps
S

TAFF RECOMMENDATION
Staff recommends the Planning Commission adopt a resolution recommending: ( 1) the City Council find the proposed Fifth Amendment to the Stoneridge Shopping Center Development Agreement is exempt from further review under the California Environmental Policy Act (CEQA) pursuant to Public Resources Code section 21083.3 and CEQA Guidelines section 15183; and (2) the City Council approve the proposed Fifth Amendment as set forth in Exhibit A.

Attachment 3

PXX17-0904, 1008-1700 Stoneridge Mall Road Planning Commission 2 of 6

EXECUTIVE SUMMARY
The applicant, Stoneridge Properties, LLC (Simon Property Group), proposes to amend and extend the existing Development Agreement (DA) for the Stoneridge Shopping Center by extending the term by one year until December 2024, with a City Manager option to extend for one additional year until December 2025, subject to the completion of performance milestones related to the Stoneridge Mall Framework. The applicant’s proposal would not allow for additional development beyond the 362,790-square-foot shopping center expansion already approved in the existing DA.

BACKGROUND
The Stoneridge Shopping Center was constructed in the early 1980’s by the Taubman Company. As part of the City’s approval of the regional shopping center, the Taubman Company participated in funding portions of the I-680/Stoneridge Drive freeway interchange, construction of improvements to the nearby City streets and intersections that accessed the shopping center from the I-580 and I-680 freeways, and construction of Fire Station No. 2 (6300 Stoneridge Mall Road).

Development Agreement
Development agreements (DA) are public/private contracts specifically authorized by state law with the purpose of providing property owners more certainty about the entitlements and exactions that will apply to their property. The local government receives a legally binding promise that the developer will provide infrastructure and/or pay fees required by a new project. The developer receives a legally binding promise it can build a project. The DA sets forth the rights and responsibilities between the City and the property owner/developer. DAs are primarily utilized on large, master planned developments constructed in a phased manner over a relatively long period of time, and often require significant investments in public infrastructure on the part of the private developer. DAs encourage private investment, including the provision of public facilities that would not normally be required under a typical development plan review.

In November 1992, the City Council approved the original DA (Exhibit B) for the Stoneridge Shopping Center, which granted rights to expand the shopping center by approximately 178,000 square feet in exchange for developer contributions to various traffic improvements and approved a related Sewer Agreement that reserved and allocated sewer capacity for the uses within the shopping center.

On January 6, 1998, the City Council approved the First Amendment to the DA, further increasing the Stoneridge Shopping Center by an additional 202,000 square feet, thereby totaling 380,000 square feet of expansion area, and modified the traffic improvements. An amendment to the Sewer Agreement was also approved at that time which reserved 10,000 gallons of sewer capacity for the shopping center.

In summary, the original DA, as amended, and related Sewer Agreement, granted the following entitlements and restrictions to the owners of the shopping center and their successors:

PXX17-0904, 1008-1700 Stoneridge Mall Road Planning Commission 3 of 6
• Permitted the expansion of the shopping center floor area by a total of 380,000 square feet (the additional to-be-developed area has been reduced to 362,790 square feet of floor area due to the past construction of the P.F. Chang’s and Cheesecake Factory restaurants). Also, Design Review approval was granted in 2019 for the Stoneridge Mall Commercial Replacement and Expansion Project by Planning Commission Resolution PC-2019-10 for net new construction of 79,269 square feet, but none of that square footage has been constructed. Accordingly, the total approved expansion remains at 362,790 square feet).

• Reserved 10,000 gallons per day of sewer capacity for the entire shopping center (This capacity has been used completely by the present shopping center retail businesses and restaurants).

• Referenced the permitted and conditional uses of the Regional Commercial – Mall Complex (CR(m)) District of the Pleasanton Municipal Code (PMC) for the shopping center with the applicable City approvals.

• Established parking ratios between 3.5 and 4.5 parking spaces per 1,000 square feet of floor area for different categories of shopping center uses (these vested parking ratios exceed the City’s current typical retail parking standard of 3.33 parking spaces per 1,000 square feet).

• Required the shopping center to participate in mitigation measures identified by the City to offset the anticipated traffic impacts of the I-680/West Las Positas Road freeway interchange (which was subsequently determined by the City not to be built).

• Defined the maximum height for all new shopping center buildings as that of the highest building existing at the time of the First Amendment, which is 68 feet.

• Permitted parking decks up to a maximum height of three levels above grade.

• Identified traffic improvements to nearby intersections that could be required by the City’s Traffic Engineer to mitigate the impact of the additional floor area on traffic operations.

The DA was subsequently amended: in 2013 to extend the term for five years until 2017; in 2018 to extend the term for five additional years until 2022; and most recently in 2021 to extend the term for one year until 2023.

SITE AND AREA DESCRIPTION
The Stoneridge Shopping Center is located on an oval-shaped property defined entirely by Stoneridge Mall Road. Figure 1, below, shows the Stoneridge Shopping Center and portions of the I-580 and I-680 freeways and Foothill Road.

The properties surrounding the mall are located between Stoneridge Mall Road and the I-580 I-680 freeways, Stoneridge Drive, and Foothill Road and are developed with a variety of office, hotel, medical, restaurant, retail, and residential uses, including the recently constructed

PXX17-0904, 1008-1700 Stoneridge Mall Road Planning Commission 4 of 6
building within the 10x Genomics campus. The recently approved 360 unit Stoneridge Mall Apartment project will be located on a site in the southeast quadrant of the mall.

PROJECT DESCRIPTION AND ANALYSIS
The applicant requests the term of the DA be extended for another year to December 2024, plus a City Manager option to extend the DA for one additional year until December 2025, subject to the completion of performance milestones related to the Stoneridge Mall Framework. The proposed Fifth Amendment and the existing agreements are attached as Exhibit A and Exhibit B, respectively. The proposed Fifth Amendment does not allow for any additional development beyond that identified in the existing agreement and continues to require all new commercial projects be subject to Planning Commission Design Review approval administered at a public hearing.
1 Figure 1: Stoneridge Shopping Center and Surrounding Land Uses

Since the last extension of the DA was approved in 2021, the effects of the COVID-19 pandemic have continued to affect the overall retail and commercial development market, and although there has been some recovery, it is not yet complete. The applicant has indicated they need additional time to evaluate these changes in the retail climate, and how to best proceed with expansion of the shopping center to remain competitive and meet current market demands/trends that have evolved over the past several years and have most likely shifted

1 Residential development permitted by the 4th, 5th and 6th Cycle Housing Elements is not part of the DA and is subject to the Objective Design Standards and process for approval set forth in other City regulations.

PXX17-0904, 1008-1700 Stoneridge Mall Road Planning Commission 5 of 6
again post- pandemic. Additionally, since the 2021 extension, the City adopted the Stoneridge Mall Framework components document, and completed the 6th Cycle Housing Element update, with sites identified at Stoneridge Shopping Center among the housing inventory sites that will be rezoned to allow for additional residential uses on certain portions of the mall. Such sites are in addition to those properties within the Mall identified in the 4th and 5th Cycle Housing Elements, one of which is the location of the Stoneridge Mall Apartments project (approved earlier this year).

The Stoneridge Mall Framework, as adopted in January 2023, provides a conceptual land use and circulation plan, and policy guidance for future development/redevelopment of the Shopping Center. In consideration of this Fifth Amendment, the City and applicant have agreed on a list of milestones (i.e., tasks) tied to progressing the Stoneridge Mall Framework towards a full-fledged Master Plan or similar comprehensive plan document that the applicant has agreed to complete within the term of the extension. Based on the terms of the Fifth Amendment, completion of these milestones within the specified term would allow the City Manager to grant another one-year extension of the DA administratively. Please see Exhibit A (Section 7) for a complete list of the required milestones.

Given the passage of time since the DA was originally written, the City has asked, and the applicant has agreed, to include as part of the Fifth Amendment provisions specifying that any development pursuant to the DA is subject to current City development impact fees and other fees, offset by prior payments for traffic improvements. In addition, the City and applicant have included terms that specify that the Objective Design Standards (ODS) adopted in January 2023 and requirement of the future Framework would also apply to any residential or mixed- use development on the site. The section about transfer or assignment has been amended to provide for City approval. And finally, there is also a provision for the applicant to reimburse the City for the cost of environmental review and consultant work on the Stoneridge Mall Framework process.

For these reasons, staff supports the DA extension. Staff believes the additional year allowed for by the Fifth Amendment would allow the Stoneridge Mall Framework planning efforts to progress and also facilitate the applicant’s participation in the process in order to secure the orderly development of the shopping center expansion, with greater opportunities to secure effective traffic management, cohesive, attractive site design, public and private improvements, and related economic benefits to the City.

The DA process requires the Planning Commission to determine if a DA is consistent with the General Plan and provide a recommendation to the City Council for action. Based on the information in the report, staff believes this Fifth Amendment is consistent with the General Plan and recommends the Planning Commission forward a recommendation for approval to the City Council.

PUBLIC NOTICE
Notices of this application were sent to surrounding property owners and tenants within a 1,000-foot radius of the site. A courtesy email notice was also sent to other owners of property at the mall. Staff has provided the location and noticing map as Exhibit D for reference. At the time this report was published, no public comment was received by staff.

PXX17-0904, 1008-1700 Stoneridge Mall Road Planning Commission 6 of 6

ENVIRONMENTAL ASSESSMENT
On January 4, 2012, the City Council certified a Supplemental Environmental Impact Report (SEIR) and adopted the CEQA Findings and a Statement of Overriding Considerations for the Housing Element and Climate Action Plan General Plan Amendment and Rezonings Supplemental EIR. This SEIR was a supplement to the EIR prepared for the Pleasanton 2005- 2025 General Plan which was certified in July 2009. The development contemplated in the DA is consistent with the development density that was evaluated and mitigated as part of these certified CEQA documents which are available upon request as part of Exhibit C. In addition, the City adopted an Addendum dated April 19, 2019, in connection with the Stoneridge Mall Commercial Replacement and Expansion Project, File P18-0340, which concluded the project would not cause any unstudied impacts or impacts peculiar to the parcel. The proposed Fifth Amendment does not result in any effects on the environment that are peculiar to the property or project that were not addressed in these prior CEQA documents, or which substantial new information shows will be more significant than described in these prior CEQA documents.

Therefore, no additional environmental review is required pursuant to Public Resources Code section 21083.3 and CEQA Guidelines section 15183.

SUMMARY/CONCLUSION
This extension will enable Stoneridge Properties (Simon Property Group) to continue to explore commercial expansion of the Stoneridge Shopping Center, broadening the City’s tax base and allowing the continued vitality of the shopping center. This amendment/extension would not alter or modify the obligations and responsibilities described in the original DA or subsequent amendments as they apply to the shopping center, except in ways that are to the benefit of the City, such as requiring the project to pay current development impact fees. With expectations of the completion of the outlined Stoneridge Mall Framework milestones in this amendment, staff believes the shopping center will continue to evolve and remain competitive in both the current development environment; thus, staff supports the request for the amendment/extension to the DA and recommends the Planning Commission provide a positive recommendation to the City Council.

Primary Authors: Eric Luchini, Senior Planner, 925-931-5612 or [email protected].

Reviewed/Approved By:

Melinda Denis, Planning and Permit Center Manager
Ellen Clark, Director of Community Development

© Latitude Geographics Group Ltd.
2,645.5

THIS MAP IS NOT TO BE USED FOR NAVIGATION
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet2,645.5
Notes
Notes
Legend
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
1,322.740
1: 15,873
Map Print Title
Fire Station
School
Park
Parcels
1008 Stoneridge Mall Road - APN #941 120109403
Attachment 4

© Latitude Geographics Group Ltd.
2,350.1

THIS MAP IS NOT TO BE USED FOR NAVIGATION
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet2,350.1
Notes
Notes
Legend
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
1,175.050
1: 14,101
Map Print Title
Fire Station
School
Park
Parcels
1300 Stoneridge Mall Road - APN#941 120103006

© Latitude Geographics Group Ltd.
2,476.7

THIS MAP IS NOT TO BE USED FOR NAVIGATION
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet2,476.7
Notes
Notes
Legend
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
1,238.360
1: 14,860
Map Print Title
Fire Station
School
Park
Parcels
1400 STONERIDGE MALL ROAD - APN #941 120102800

© Latitude Geographics Group Ltd.
2,088.6

THIS MAP IS NOT TO BE USED FOR NAVIGATION
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet2,088.6
Notes
Notes
Legend
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
1,044.280
1: 12,531
Map Print Title
Fire Station
School
Park
Parcels
1500 Stoneridge Mall Road - APN#941 120102900

© Latitude Geographics Group Ltd.
2,645.5

THIS MAP IS NOT TO BE USED FOR NAVIGATION
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet2,645.5
Notes
Notes
Legend
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
1,322.740
1: 15,873
Map Print Title
Fire Station
School
Park
Parcels
1700 Stoneridge Mall Road - APN #941 120109500

© Latitude Geographics Group Ltd.
1,850.4

THIS MAP IS NOT TO BE USED FOR NAVIGATION
NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US Feet1,850.4
Notes
Notes
Legend
This map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable.
925.200
1: 11,102
Map Print Title
Fire Station
School
Park
Parcels
2651 Stoneridge Mall Road - APN #941 120109200

Item #6

CITY COUNCIL AGENDA REPORT

December 5, 2023
Community Development

TITLE: APPROVE A PROFESSIONAL SERVICES AGREEMENT WITH ECONOMIC & PLANNING SYSTEMS, INC. TO CONDUCT A COMPREHENSIVE STUDY OF THE CITY’S DEVELOPMENT IMPACT FEES, INCLUSIONARY ZONING ORDINANCE, AND AFFORDABLE HOUSING FEE, FOR A TOTAL COST OF $203,928 AND

APPROVE BUDGET AMENDMENTS IN THE GENERAL FUND AND THE LOWER

INCOME HOUSING FUND AND AUTHORIZE THE CITY MANAGER TO

APPROVE ADMINISTRATIVE AMENDMENTS TO THE AGREEMENT

SUMMARY
The City last conducted studies and adopted Capital Facilities and Transportation Impact Fees, and Affordable Housing Fees in 2018; those studies updated and replaced fees previously adopted in 1998. The City’s Inclusionary Zoning Ordinance (IZO) was initially adopted in 2000 and has not been updated since then. As more than five years have elapsed since the adoption of the prior fees, and given the recently adopted Housing Element, the associated anticipated increase in residential development applications, and changes in State law, the City issued a Request for Proposals (RFP) from qualified firms to conduct a study and update of the Development Impact Fees, Affordable Housing Fee (AHF), and IZO. The RFP was issued on August 31, 2023, and closed on September 28, 2023. One proposal was received, from Economic & Planning Systems, Inc. (EPS), which was found to be responsive to the RFP.

Following meetings with internal staff as well as EPS, a refined and full scope of work and quote for services has been developed. Staff recommends the Council approve the agreement with EPS to complete a comprehensive study of the City’s Development Impact Fees, IZO, and AHF, for a total cost of $203,928, which includes a 20 percent contingency.

RECOMMENDATION
Staff recommends the City Council:

1. Approve and authorize the City Manager to execute the attached Professional Services Agreement EPS for $203,928, with a term through December 31, 2024.

2. Authorize the City Manager to amend the Agreement to update the term and scope of work/Exhibit A as necessary.

3. Amend the FY 2023/24 Budget Appropriation for:
a. The General Fund by increasing the Community Development Department’s Professional Services Budget by $136,572 and decreasing the fund balance by $136,572; and
b. The Lower Income Housing Fund by increasing the Professional Services Budget by $67,356 and decreasing the fund balance by $67,356.

BACKGROUND
Development Impact Fees
The City’s existing development impact fees were established pursuant to AB 1600 (California Government Code Section 66000 et. seq.). AB 1600 requires cities to justify and account for development fees that they enact as a condition of approval on new development. The justification, or nexus requirement, requires cities to:

1. Identify the purpose of the fee;

2. Identify the use or specific project to which the fee will be applied;

3. Determine how there is a reasonable relationship between the fee’s use and the type of development project on which the fee is imposed; and

4. Determine how there is a reasonable relationship between the need for public improvement and the type of development project on which the fee is imposed.

The nexus is based on the premise that new development should pay its pro-rata share of public improvement costs. Because residents, businesses, and their employees create the need for and benefit from the availability of public services and infrastructure improvements, new development should pay its share of public facilities/improvements necessitated and/or impacted by development. Pursuant to AB 1600, fees cannot be imposed on new development to correct existing deficiencies or pre-existing needs.

The City most recently conducted studies and adopted Capital Facilities and Transportation Impact Fees, and Affordable Housing Fees in 2018; the studies updated and replaced fees previously adopted in 1998.

Inclusionary Zoning Ordinance (IZO)
The City’s Inclusionary Zoning Ordinance (IZO) was initially adopted in 2000 and has not been updated since then. The IZO addresses requirements for inclusion of affordable housing units in projects over 15 units in size, including establishing a rate of 15% inclusionary units in multi- family projects, and 20% inclusionary units in single-family projects. The 6th Cycle Housing Element includes Program 2.1 to evaluate a potential increase in the multi-family inclusionary rate. In addition, the update seeks to improve the overall quality, clarity, and enforceability of the IZO Ordinance to reflect City priorities.

In particular, recent changes in state law have made it more challenging for the City to enforce the existing IZO, which allows for significant flexibility and negotiation between the developer and the City in formulating affordable housing proposals, and in aspects such as determining the mix of affordability in terms of target income levels. While this has been beneficial over the years in allowing for some creative solutions and alternative proposals to be considered, in the current regulatory environment the City is seeking opportunities to increase the enforceability of the IZO where appropriate to do so, while still allowing for a degree of flexibility and alternative compliance methods where required by State Law (i.e. AB 1505). It is noted that the Objective Design Standards adopted by Resolution No. 23-1386 for the 6th Cycle Housing Element sites, which are also reflected in the pending municipal code amendments associated with Housing Element sites rezonings, have specific affordability requirements for inclusionary rental and for-sale units, and more strict criteria than the IZO with respect to aspects such as bedroom mix and unit size. Thus, even pending the IZO update, the City has the ability to enforce somewhat stricter requirements for the various Housing Element sites.

DISCUSSION
On August 31, 2023, staff issued an RFP for a study and update of the City’s Development Impact Fees, Affordable Housing Fee, and Inclusionary Zoning Ordinance. The RFP was sent to 10 firms with experience in conducting these studies, as well as posted on the City’s website; proposals were due on September 28, 2023. Staff received one response to the RFP, from Economic & Planning Systems, Inc. EPS is the firm that completed the 2018 studies and update, as well as the City’s restructuring of the Affordable Housing Fee in 1998, and is therefore well qualified to perform the work related to the study and update. EPS has also provided professional services for the City in recent years, including economic studies to support the Stoneridge Mall Framework, Downtown Specific Plan, and Draft East Pleasanton Specific Plan. The firm has broad experience with preparing fee studies and/or inclusionary ordinances for communities across California, including for the Cities of Alameda, Newark, Union City, Dublin, San Bruno, Santa Rosa and Sunnyvale.

Scope of Work and Schedule
EPS’s proposed scope of work is outlined in Exhibit A to Attachment 1, and includes the following key tasks:

Development Impact Fee Update
• Gathering baseline data to support the study, such as development forecasts and land use assumptions, baseline and future year traffic forecasts, and establishment of the appropriate land use categories by which to categorize fees • Defining the comprehensive list of public facilities, transportation facilities, and their associated costs, to be wholly or partially addressed by the fee program. This will include review of the prior list of improvements developed in the 2018 study, and updates based on more recently adopted master plans and other programmatic documents
• Conducting the nexus analysis to determine the proportion of facilities costs attributable to new development (the “fair share” proportion), as the basis for a preliminary fee schedule.

Affordable Housing Fee Update (Commercial Linkage Fee, and In-Lieu Fee for Residential Development (LIHF)) and IZO Update
• Update of inputs used in the 2018 study, including development costs, affordable housing rents/sales prices, and other metrics
• Evaluation of the existing inclusionary rates, and particularly the feasibility of modifying or increasing rates, by developing static pro forma financial modeling of up to four rental and ownership housing types
• Calculation of the in-lieu fee, and recommendations with respect to balancing such in- lieu fee costs with the costs to develop on-site
• Review and development of recommendations for updates to the IZO, including opportunities to include objective criteria and parameters for the evaluation of alternative proposals. This will include consideration of stronger provisions to encourage or require units to be built on-site, to the extent such requirements may be allowable under state law, or advantageous from a policy perspective (i.e., pursuant to AB 1505,

local inclusionary ordinances for rental projects must allow some form of “alternative compliance” with respect to requirements to build on-site).

For both Impact Fees, and Housing Linkage and In-Lieu Fees, EPS will also provide a review of peer jurisdictions as a means to benchmark fee recommendations and help guide the City Council’s decisions on the level at which to set fees (if lower than the maximum justified by the fee studies).

Consideration of New Fees
The EPS scope includes the opportunity to review and consider the adoption of fees in new categories not currently assessed by the City. One such fee is the Parks In-Lieu Fee, which was historically charged by the City, but removed in 2018 because it was not supported by the requisite ratio of parks acreage/per capita – with a changing population profile due to increased housing development, it may be possible to reinstate the fee.

The study will also provide the opportunity to consider the adoption of entirely new fees, such as a “percent for public art” fee, childcare/human services fee, and others. While some of this work can be absorbed by the proposed contingency, substantial additional analysis for multiple new fees may require an amendment to the project budget.

Public Outreach, Meetings and Hearings
In addition to internal meetings with City staff (expected to include a cross-departmental team from the City Manager’s Office, Finance, Public Works, and Community Development), the scope anticipates several public and stakeholder meetings throughout the course of the project. This will include up to six City Council meetings, including study sessions at key junctures in the process to provide updates and receive policy direction on topics such as the consideration of new fee categories, amendments to the IZO, and preliminary fee estimates, as well as hearings to adopt the necessary fees and ordinance updates. Up to three study sessions on the IZO and LIHF will also be held with the Planning Commission and/or Housing Commission. Finally, EPS’s scope includes up to two stakeholder meetings, likely to be focused on the development community and other parties most affected by changes to the fee schedule.

Schedule and Budget
As outlined in Exhibit A to Attachment 1, EPS’s scope anticipates completion of the entire project within approximately six months. If the professional services agreement is approved, staff expects to be able to initiate the project in late December 2023/early January 2024.

The total maximum contract amount is $203,928, which includes a 20 percent contingency. Of note: The cost of the 2018 Study (initiated in 2015) was approximately $135,000; this study did not include an update of the Inclusionary Zoning Ordinance. As described in the Fiscal Impact section below, funding for the costs of the agreement is proposed to be split between the Lower-Income Housing Fund, and the General Fund. The study will also explore all opportunities to recoup administrative fees including costs of preparing the update, which if permissible and adopted by the City Council, could be used to reimburse some or all of the General Fund expenditure.

EQUITY AND SUSTAINABILITY
Completion of the update of the City’s Impact Fees, IZO, and Housing Linkage and In-Lieu Fees advances the City’s equity and sustainability goals by ensuring new development pays its fair share of costs toward new and expanded facilities and infrastructure to support the City’s growing needs, and the needs of the entire community. Such investments provide the opportunity for “greening” of the City’s aging buildings and infrastructure, a key strategy in CAP

2.0. Updating the IZO provides an invaluable opportunity to ensure that the needs of the City’s lower- and middle-income residents are met, by strengthening the inclusionary and in-lieu fee requirements that to date have delivered the vast majority of the City’s current affordable housing stock, and generated fees that support key housing programs.

OUTREACH
The Request for Proposals was broadly distributed to a variety of professional services firms, as required by City policy. As described above, the scope of work incorporates opportunity for public and stakeholder input, that will help to inform the final recommendations of the study.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Funding Our Future, Strategy 1, Sub-Strategy 7 – Conduct an analysis and update development impact fees to keep pace with new development costs. Approving the agreement with EPS will initiate work on the Development Impact Fee, Affordable Housing Fee, and Inclusionary Zoning Ordinance studies and updates; this work is in direct relation to the strategic plan item related to supporting the City’s financial health. In addition, this work will also aid in aligning fees and policies with the City’s affordable housing goals following the recent approval and initial implementation of the 6th Cycle Housing Element. This strategy and the work tied to it is prioritized within the Strategic Plan to occur in fiscal years 2023/24 and 20242/5.

FISCAL IMPACT
Funding is required for this work. Staff recommends utilizing funds available in the Lower Income Housing Fund (LIHF) for the portion of the work related to Task 5, Affordable Housing Fee Updates, along with a 20 percent contingency for that task. A total of $67,356 will be appropriated in the Professional Services budget (12212300-430101-24974) in LIHF. The remaining cost of the agreement - $136,572 - is recommended to be initially funded from the General Fund, and will be appropriated in the Community Development Department Administration Division's Professional Services budget (00130100-430101-24974). These General Fund costs may be eligible to be reimbursed from future Development Impact Fees collected (see discussion above).

Ultimately, should updated fees be approved by the City Council following the completion of the studies, those updated fees would have financial implications for the City that are generally expected to be neutral or positive impacts (i.e., increased revenues if fees are increased or additional new fees are added).

Prepared by: Submitted by: Approved by:

Jennifer Miller, Management
Analyst
Ellen Clark, Director of Community
Development

Gerry Beaudin, City
Manager

Attachments:

1. Professional Services Agreement

PROFESSIONAL SERVICES AGREEMENT
T
HIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into this ____ day of ___________________2023, between the CITY OF PLEASANTON, a municipal corporation (“City”), and Economic & Planning Systems, Inc., whose address is 1330 Broadway, Suite 450, Oakland, CA 94612, and telephone number is (510) 841-9190, (“Consultant”).

RE
CITALS
A. C
onsultant is qualified to and experienced in providing fee analysis, recommendations, presentations, and reports for the purposes specified in this Agreement.

B. C
ity finds it necessary and advisable to use the services of the Consultant for the purposes provided in this Agreement.

NO
W THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows:

1. Consultant’s Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in Exhibit A. Consultant shall provide said services at that time, place and in the manner specified in Exhibit A.

2. City Assistance, Facilities, Equipment and Clerical Support. Except as set forth in Exhibit A, Consultant shall, at its sole cost and expense, furnish all facilities and equipment that may be required for furnishing services pursuant to this Agreement. City shall furnish to Consultant only the facilities and equipment listed in Exhibit A according to the terms and conditions set forth in Exhibit A.

3. Term. This contract shall commence on the date written above and shall expire on December 31, 2024.

4. Compensation. City shall pay Consultant for services rendered pursuant to this Agreement as described more particularly in Exhibit A. The payments shall be made on a monthly basis upon receipt and approval of Consultant’s invoice. Total compensation for services and reimbursement for costs shall not exceed $203,928.
a. I
nvoices submitted to City must contain a brief description of work performed, time used and City reference number. Payment shall be made within thirty (30) days of receipt of Consultant’s invoice and approved by City.
b. U
pon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails

or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City.

5. Sufficiency of Consultant’s Work. All work product and all other documents prepared by Consultant shall be adequate and sufficient to meet the purposes for which they are prepared.

6. Ownership of Work. All work product and all other documents completed or partially completed by Consultant in the performance of this Agreement shall become the property of the City. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

7. Changes. City may request changes in the scope of services to be provided by Consultant.

Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement.

8. Consultant’s Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor and Consultant shall not be considered to be an employee of the City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents or employees of City.

9. Termination for Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received.

10. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors.

11. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, the City and its officers, agents and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, negligent or wrongful acts of the Consultant in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which has given rise to the claim, loss, damage, injury or liability for damages. This indemnification shall extend for a reasonable period of time after completion of the project as well as during the period of actual performance of services under this Agreement. The City’s acceptance of the insurance certificates required under this Agreement does not relieve the Consultant from its obligation under this paragraph.

12. Insurance. D uring the term of this Agreement, Consultant shall maintain in full force and effect, at its own cost and expense, insurance coverages with insurers with an A.M. Best’s rating of no less than A:VII. Contractor shall have the obligation to furnish City, as additional insured, the minimum coverages identified below, or such greater or broader coverage for City, if available in the Contractor’s policies:
a. General Liability and Bodily Injury Insurance. Commercial general liability insurance with limits of at least $2,000,000 combined limit for bodily injury and property damage that provides that the City, its officers, employees and agents are named as additional insureds under the policy as evidenced by an additional insured endorsement satisfactory to the City Attorney.

The policy shall state in writing either on the Certificate of Insurance or attached rider that this insurance will operate as primary insurance for work performed by Consultant and its subconsultants, and that no other insurance effected by City or other named insured will be called on to cover a loss.
b. Automobile Liability Insurance . Automobile liability insurance with limits not less than $2,000,000 per person/per occurrence.
c. Workers’ Compensation Insurance. Workers’ Compensation Insurance for all of Consultant’s employees, in strict compliance with State laws, including a waiver of subrogation and Employer’s Liability Insurance with limits of at least $1,000,000. d. Professional Liability Insurance . Professional liability insurance in the amount of $2,000,000.
e. Certificate of Insurance. Consultant shall file a certificate of insurance with the City prior to the City’s execution of this Agreement, and prior to engaging in any operation or activity set forth in this Agreement. The Certificate of Insurance shall provide in writing that the insurance afforded by this Certificate shall not be suspended, voided, canceled, reduced in coverage or in limits without providing notice to the City in accordance with California Insurance Code section 677.2 which requires the notice of cancellation to: 1) include the effective date of the cancellation; 2) include the reasons for the cancellation; and 3) be given at least 30 days prior to the effective date of the cancellation, except that in the case of cancellation for nonpayment of premiums or for fraud, the notice shall be given no less than 10 days prior to the effective date of the cancellation. Notice shall be sent by certified mail, return receipt requested. In addition, the insured shall provide thirty (30) days prior written notice to the City of any cancellation, suspension, reduction of coverage or in limits, or voiding of the insurance coverage required by this agreement. The City reserves the right to require complete certified copies of policies.
f. Waiver of Subrogation. The insurer agrees to waive all rights of subrogation against the City, its officers, employees and agents.
g. Defense Costs. Coverage shall be provided on a “pay on behalf of” basis, with defense costs payable in addition to policy limits. There shall be no cross liability exclusions. These provisions do not apply to Professional Liability.
h. Subcontractors. Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for

subcontractors shall be subject to all of the requirements stated in this Agreement, including but not limited naming additional insureds.

13. Notices. All notices herein required shall be in writing and shall be sent by certified or registered mail, postage prepaid, addressed as follows:

T
o Consultant: Jason Moody To City: City Manager
Economic & Planning Systems, Inc. City of Pleasanton 1330 Broadway, Suite 450 P.O. Box 520
Oakland, CA 94612 Pleasanton, CA 94566

14. Conformance to Applicable Laws. Consultant shall comply with all applicable Federal, State, and Municipal laws, rules, and ordinances. Consultant shall not discriminate in the employment of persons or in the provision of services under this Agreement on the basis of any legally protected classification, including race, color, national origin, ancestry, sex or religion of such person.

15. Licenses, Certifications and Permits. Prior to the City’s execution of this Agreement and prior to the Consultant’s engaging in any operation or activity set forth in this Agreement, Consultant shall obtain a City of Pleasanton business license, which must be kept in effect during the term of this Agreement. Consultant covenants that it has obtained all certificates, licenses, permits and the like required to perform the services under this Agreement.

16. Records and Audits. Consultant shall maintain all records regarding this Agreement and the services performed for a period of three years from the date that final payment is made. At any time during normal business hours, the records shall be made available to the City to inspect and audit.

17. Confidentiality. Consultant shall exercise reasonable precautions to prevent the unauthorized disclosure and use of City reports, information or conclusions.

18. Conflicts of Interest. Consultant covenants that other than this Agreement, Consultant has no financial interest with any official, employee or other representative of the City. Consultant and its principals do not have any financial interest in real property, sources of income or investment that would be affected in any manner of degree by the performance of Consultant’s services under this Agreement. If such an interest arises, Consultant will immediately notify the City.

19. Waiver. In the event either City or Consultant at any time waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or of any other covenant, condition or obligation.

20. Governing Law. California law shall govern any legal action pursuant to this Agreement with venue in the applicable court or forum for Alameda County.

21. No Personal Liability. N o official or employee of City shall be personally liable to Consultant in the event of any default or breach by the City or for any amount due Consultant.

22. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated herein.

23. Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et seq.), California Uniform Electronic Transactions Act (Cal. Civil Code §1633.1 et seq.), or other applicable law) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

24. Scope of Agreement. This writing constitutes the entire Agreement between the parties.

Any modification to the Agreement shall be in writing and signed by both parties.

TH
IS AGREEMENT executed the date and year first above written.

CI

TY OF PLEASANTON CONSULTANT
__________________________
By: __________________________
Gerry Beaudin, City Manager Signature
A
TTEST: __________________________
Print name
__________________________
Jocelyn Kwong, City Clerk Its: __________________________ Title
A
pproved as to form:
_____________________________
By: __________________________
Daniel G. Sodergren, City Attorney Signature
__________________________
Print name
It
s: __________________________
Title
[
If Consultant is a corporation, signatures must comply with California Corporations Code §313] Rev. 11/23

Economic & Planning Systems, Inc.
1 EPS Scope of Work, Schedule, and Budget:

Update to the City of Pleasanton Development
Impact Fees, Affordable Housing Fees, and
Inclusionary Zoning Ordinance
This Work Program describes the tasks, schedule, and budget to be performed by a consultant team lead by Economic & Planning Systems (EPS) to undertake to complete a comprehensive review and update of the City of Pleasanton’s existing development impact and affordable housing fee programs, as well as inclusionary zoning ordinance (IZO). The analysis will be conducted consistent with the provisions of the Mitigation Fee Act (Government Code Section 66000), AB 602, and other relevant statutes. The work program includes the necessary technical analysis and documentation to support the adoption of updated/new development and linkage fees to address:
 Streets, sidewalks, and bicycle facilities
 Parkland and improvements,
open space, and trails
 P
ublic facilities (e.g., buildings and/or land) needed to provide services to the public.  Downto
wn beautification improvements
 Affordable Housing Fees including:
o Fees that may be charged in-lieu of constructing inclusionary housing units on site wit
hin residential projects consistent with the City’s IZO, o Linkage fees for commercial projects.

The wo
rk program also provides the opportunity to examine and potentially adopt new fee categories not currently in place in the City of Pleasanton, including but not limited to a Public Art fee.

Scope of Work
Task 1: Project Initiation
The EPS Team will meet with City staff to discuss the approach and refine the proposed Work Program, Schedule, and Budget. Communication protocol, data requirements, and the schedule for project deliverables can be confirmed at this project initiation meeting. EPS will also seek further insights from City staff on project objectives, data requirements, and key issues of concern. In addition, EPS will seek any recommendations the City can provide regarding members of the local development community with whom EPS should communicate to confirm (;+,%,7$

Economic & Planning Systems, Inc.
2 the assumptions used in the development financial models (see Task 5). Following the project initiation meeting, a revised Work Program can be prepared, as necessary.

In advance of the meeting, the EPS Team will obtain and review relevant documents and data from the City, including previous development impact fee studies, discuss issues with City staff, and identify additional information needs, if any. Information sources may include the City’s most up-to-date Capital Improvement Program (CIP), facility master plans, the General Plan, land use projections, bond measure documentation, and other relevant documents. For the affordable housing fees, the group will discuss the City’s goals for the new and updated affordable housing fee programs, the history of the current Housing In-Lieu fee program, and the effects of recent court cases and State policies on the necessary technical analysis and adoption procedures.

Task 2: Data Collection and Analysis
The EPS Team will work closely with City staff to assemble the land use assumptions, growth projections, service standards, and related capital requirements that will form the basis of the fee program. Among other things, the EPS Team will rely on the City’s General Plan and related follow-up work as a starting point.

The EPS Team will define and reconcile land use categories applicable to the fee between prior studies based on appropriate nexus considerations as well as ease of implementation. EPS will also define the operative assumptions, such as population and employment densities for each land use category to be used in estimating demand allocation for new infrastructure.

For the Transportation Development Impact Fee (TDIF) study, Fehr & Peers will undertake the following efforts:
 Obtain a complete set of model files for the City of Pleasanton model, do a basi c
reasonablen
ess check on the land use and roadway network inputs for both the base year and futu
re year, and confirm the input assumptions with City staff. This review should consider the land use projections recently developed by the City of Dublin, particularly for those a
reas near the boundary between the two cities, to ensure that the land use inputs seem reaso
nable.
 Based on past practice in Pleasanton, our understanding is that the City feels confident in usin
g the citywide Synchro network as the baseline traffic conditions for this study. We are f
amiliar with that network and understand that the counts used in it are the same as the ones ana
lyzed for the 2018 DIF study. Hence, there will not be new count data collected. This assumption will be confirmed with City staff at our kickoff meeting.  Review the existing Transportation Development Fee program adopted in 2018. We will review the methodology from the 2018 study and discuss with the EPS Team, City staff and the C
ity Attorney any desired modifications to the nexus approach, as well as options for complyin
g with the new Mitigation Fee Act requirements from the recently passed AB 602. A k
ey issue will be to explore options for charging residential fees based on the square footage of each hous
ing unit. Fehr & Peers has worked with several jurisdictions around the state to d
evelop statistically robust methods for establishing the relationship between square footage and t
raffic impacts and using that relationship to guide the establishment of fees by square

Economic & Planning Systems, Inc.
3 footage. We’re also aware of methods used in other jurisdictions that simply set a fee per square foot based on the average house size permitted in the recent past. We will discuss these options with City staff to assist them in deciding which approach would best serve the City’s needs.

Task 3: Public Facilities and Cost Estimates
The goal of this task will be to define the list of facilities and associated costs that will be covered in whole or in part by the fee program. As a starting point, the EPS Team will review the list of facilities that underlies the current fee program and what items need to be revised, removed, or added to orient the facility list to serve future growth, or that may have been identified in plans or studies (e.g. Climate Action Plan), adopted since the last update. Input from City Department staff on long term capital goals, service standards, and feedback on the relevance of the facilities included in the current fee program will be solicited through a combination of structured questionnaires and interviews.

While the nexus study is expected to include parkland, open space, and trails, public facilities (including land and buildings), transportation (streets, sidewalks, and bicycle paths), downtown beautification improvements, and affordable housing, other appropriate capital needs will be considered. Based on this nexus study, EPS will determine whether other impact fees, such as the previously eliminated Park Dedication In-Lieu Fee, could be reinstated.

Given EPS experience with similar communities, we understand the wide range of public facilities and related fees that can be included. We further understand there is interest in exploring new fees that can be levied to help support community services and facilities that are of high value to the community. The study will include study of, at a minimum, a new public art fee, and an initial survey and analysis of the potential for other fees, such as a General Plan Update fee, Technology Fee, childcare / human services facilities fee, VMT impact fee, storm drain and/or impervious surface fee, and others. A contingency has been included that could allow for the accompanying studies and analysis to support adoption of additional fees – although, depending on the complexity of the analysis required, a modification to this scope of work and contract amount may be required.

Once a list of required infrastructure and community facilities is compiled and vetted, the EPS team will develop planning-level cost estimates using unit costs based on recently completed projects and cost estimates developed as part of past Master Plans. In some cases, these estimates may need to be updated for Master Plans adopted in past years, to reflect cost escalation over time. The EPS Team will review the appropriateness of the development impact fee improvement program from a nexus standpoint to identify any weaknesses that might represent potential legal challenges. Special attention will be paid to ensure that cost estimates include all appropriate items, such as land acquisition, design and engineering, construction, and other relevant costs.
1 1The baseline budget estimate includes services from BKF Engineers, a civil engineering consulting firm, to provide high-level opinion on the adequacy readily available infrastructure cost estimates (and updated based to account for inflation). To the extent that more detail cost estimates are required, the EPS Team will request a budget amendment.

Economic & Planning Systems, Inc.
4 Transportation Fee
Fehr & Peers will update the transportation impact fee structure based on data that will allow the City to maintain acceptable operating conditions at primary intersections as well as provide adequate facilities for drivers, pedestrians, bicyclists, and transit users. The transportation impact fee will be based on the future development forecasts in Task 2, future infrastructure improvements (described below), and traffic modeling.

In terms of identifying applicable transportation facilities and costs, F&P proposes to conduct a simple update of the 2018 fee study, which would be a reasonable approach if the City feels that the list of projects addressed in that study still largely reflect the City’s needs. This option would assume that the fair share nexus percentages for all existing projects will remain the same as those outlined in the 2018 study, and thus it would not be necessary to re-run the City’s travel model to calculate new nexus percentages for all existing projects. F&P will seek a budget amendment if it is determined that it’s necessary to comprehensively re-evaluate the project list from the 2018 study and establish a new list of projects, and then proceed with a new nexus analysis on those projects.

Fehr & Peers will have a kick-off meeting with City staff to review those projects in light of other recent planning studies and mitigation measures that have been identified in recent transportation impact studies and will confirm which projects have already been completed and do not longer need to remain on the list project, and which will remain on it. For the purposes of this option, we assume that the project list from the 2018 study will remain largely as is or with minor modifications to project descriptions and/or a limited number of new projects added.

Working from the cost estimates presented in the 2018 study, Fehr & Peers will do a review of those estimates and will develop a methodology to adjust the costs of these projects based on cost data from similar, recently built projects, as well as a reasonable inflation adjustment factor to bring the costs up to current dollars. (If it is determined that more detailed cost estimates are needed for certain improvements, then it may be necessary to obtain assistance from a civil engineering firm.)
It will also be important to identify the non-TDIF sources of funding anticipated for each of the projects. For the purposes of this scope, it is assumed that City staff will be able to provide estimates of the non-TDIF funding sources anticipated for each project.

Task 4: Nexus Analysis and Preliminary Fee Schedule
The EPS Team will prepare the nexus-based cost allocation, necessary to develop a preliminary development impact fee schedule for review by City staff. In all cases, this technical effort will establish the maximum allowable fee level for each category. The fees will include the administrative costs component for the fee program implementation and oversight (including cost recovery for Nexus Study). The recommended fee may be less than the maximum based on considerations addressed in the later tasks. Consistent with SB 602, EPS will seek to establish fees based on per square foot of development for all land use categories unless the nexus analysis does not support such an approach. The EPS Team’s approach is described below for each major fee category.

Economic & Planning Systems, Inc.
5 Task 4.1: Public Facilities Fee Update
As a part of this effort, the DIF Program costs will be first allocated to new and existing development. Specifically, the EPS Team will review each capital project to determine whether the entire cost or a reasonable portion thereof can be fairly allocated to new growth. The costs for projects that clearly serve both existing and new development will be allocated based on the proportion of the demand generated by each. The EPS Team will ensure that facility needs and costs associated with existing deficiencies in service levels are not included in the proposed fees.

The EPS Team will then allocate the development impact fee improvement program costs to the land use categories. This allocation will be based on the relative contribution of each land use type to the demand for the related Improvement Program cost category. Based upon the cost allocation, EPS will prepare a preliminary fee schedule with the total costs attributable to the projected development of each land use type. The fee for each land use will be derived by dividing the relative capital facility costs by the projected development in that land use category.

The sum total of the fees for each land use category would become the total AB 1600 fee burden for each land use. EPS will summarize the fees by improvement type and land use for the City’s review.

Task 4.2: Transportation Fee
Existing Deficiencies
The first step in the nexus analysis process will be to determine the locations of existing deficiencies in the City’s transportation network, so that those deficiencies can be accounted for in the fee calculations. We understand that the traffic counts data used in the 2018 study remain as the most up-to-date citywide baseline conditions in the City of Pleasanton. For this reason, the existing deficiency analysis from the 2018 study will be used for all projects that remain in the project list. For any new projects, an analysis of the existing conditions of those roadways will be performed using the same methodology as the 2018 study. This scope of work does not anticipate collecting new traffic data, although that could be added to the scope later if desired.

The magnitude of each deficiency will be calculated and used to discount the cost of that particular improvement in the fee calculations.

Calculating Fair Share Contributions
The next step will be to apportion facility costs to specific land use categories. Using the results of the Pleasanton model application described above, Fehr & Peers will calculate the proportion of usage of each facility in the TDIF that comes from new development in the City. As mentioned above, if the City feels that the current list of projects addressed in that study still reflect the City’s needs, then the nexus percentages calculated for each project in the 2018 study will be used as is.

Fehr & Peers will update the PM Peak Hour Trip Demand Factors used in the previous nexus study, incorporating the most recent information on ITE Trip Generation rates. Using the growth projections and these PM peak hour trip demand factors, Fehr & Peers will calculate fees for each land use category that reflect typical impact on the transportation system. As described above, Fehr & Peers will coordinate with the City staff and the EPS Team on options for setting transportation fees based on residential unit square footage. This scope does not assume any data collection or statistical analysis for the purposes of establishing a relationship between square footage and trip generation rates; however, Fehr & Peers has done that type of work in

Economic & Planning Systems, Inc.
6 other jurisdictions and can share the results with the City, adding that effort to the scope if desired.

Task 5: Affordable Housing Fee Updates
Affordable housing fees require a distinct technical approach from the AB1600 nexus described above. In this task, EPS will update the City’s existing affordable housing fees applicable to commercial and residential development, as described below. For non-residential development, EPS will update the City’s existing commercial linkage fee. For residential development, EPS proposes to update the inclusionary zoning ordinance and associated affordable housing in-lieu fee, which will replace the existing residential linkage fee for residential projects not required to build on-site affordable housing, and also be used as the basis for fees charged if a project is permitted to meet its inclusionary requirement through payment of fees.

Task 5.1: Affordable Housing Commercial Linkage Fee Update EPS has already completed the nexus analysis for the impact of commercial development (commercial linkage) in 2018 and will update the key inputs to this analysis as part of this task.

Specifically, EPS will update the following affordable housing nexus assumptions:  Development cost (construction, land, fees, required financial returns, etc.),  Prices at which the units are affordable to income-qualified households (very low, low, median, and moderate income).
 Compensation estimates of future employees for several non-residential land use types (retail, office, industrial, tourist accommodations).

Following these technical updates and further consultation with City staff, EPS will adjust the affordable housing fee methodology as appropriate. The updates will inform the maximum justifiable affordable housing fees for non-residential development.

Task 5.2: Evaluation of Existing Inclusionary Zoning Ordinance EPS will review the existing Inclusionary Zoning Ordinance (IZO) and meet with City staff to discuss any shortcomings the City has found, or any issues the City has faced in implementing the ordinance. Of particular focus will be the need to include objective requirements and standards in the IZO, aligned with the City’s policy objectives. EPS recognizes that there is a relationship between factors such as the inclusionary rate (proportion of affordable units required), and affordability levels, the in-lieu fee, and overall feasibility analysis, and therefore the process of setting the inclusionary rate, and in-lieu fee, will be somewhat iterative in nature.

Task 5.3: Inclusionary Zoning Economic Feasibility Analysis EPS will evaluate potential changes to inclusionary zoning rates for single-family and multifamily projects as well as explore modifications to the inclusionary requirements for the 6th Cycle Housing Element sites in the City’s Objective Design Standards.

Drawing on feedback provided at the project initiation meeting and preliminary research on local development conditions, EPS will develop a set of up to four (4) ownership and rental housing prototypes for feasibility analysis that will be vetted with City staff. EPS will research the local housing market prices and development costs by housing prototype, recent construction and pipeline projects, land pricing, required developer profit, and other trends reflecting housing and

Economic & Planning Systems, Inc.
7 real estate inputs. This research will include and reflect the targeted outreach to local developers identified at the project initiation meeting to vet these inputs.

EPS will assemble a set of “static” pro forma financial models representing the identified housing prototypes and use these models to assess the development feasibility of these prototypes under the identified inclusionary policy alternatives, and to ensure that the selected policy alternatives will not result in an impediment to overall housing production. The resulting profitability for each prototype under each inclusionary alternative will be compared to each other as well as to a minimum market profitability metric established through research and stakeholder input.

Task 5.4: In-Lieu Fee Calculation
As part of the pro forma analysis, EPS will calculate an in-lieu fee reflecting each inclusionary alternative, demonstrating the fee level that is equivalent to the cost to the developer of providing the inclusionary units onsite. For example, if the average subsidy for an affordable unit is $200,000 and a 100-unit project is expected to provide 20 such units under a certain scenario, the total implicit subsidy would be $4.0 million, and each of the 100 units would be expected to pay $40,000. EPS will calculate these fees on both a per-unit and per-square-foot basis for the City’s consideration.

Task 5.5: Provide Recommendations
EPS will review the City’s existing practices and guidelines and provide recommendations associated with administering the Inclusionary Zoning Ordinance, including target affordability levels and their appropriate definitions, aligning definitions with the State Housing Density Bonus Law and other State policies, and exploring the incorporation of a “must build” provision that requires developers to build at least a minimum proportion of the affordable housing units rather than being able to entirely opt out; as well as for procedures for evaluating and approving alternative affordable housing proposals such as land dedication or acquisition/rehabilitation of existing units, tied to the extent feasible to objective criteria. In addition, factors such as periodic calculation and escalation of in-lieu fees, assessment of fees for required monitoring/administration of inclusionary units, rules for determination of income eligibility, expectations for unit mixes by bedroom count, and similar guidelines will be reviewed and compared to best practices among other jurisdictions, as well as the policy objectives of the City.

Upon receiving policy direction from Commission(s) and City Council, EPS will prepare Draft Revisions to the IZO for review and adoption.

The scope and budget of this task will be highly dependent on the scope of the recommendations EPS provides after completing the feasibility analysis. The initial budget laid out in Table 1 reflects the cost of providing high level recommendations regarding policy implementation. A more intensive study, or additional iterations of recommendations and studies, may require additional budget.

Task 6: Comparative Surveys
To ensure new development impact fee recommendations are understood in context, EPS will conduct a review comparing recommendations to the City of Pleasanton’s existing fees and policies as well as to jurisdictions that Pleasanton considers to be “peer” cities. The recency of those peer cities’ fee studies will be a consideration, to avoid comparison against cities whose fees may be outdated. EPS will summarize the results of this study as a matrix to be incorporated into final documents and presentations.

Economic & Planning Systems, Inc.
8 Additionally, EPS will survey the approach taken to inclusionary housing and commercial linkage fees by the same “peer” cities. For the cities that have programs, EPS will document the affordable housing inclusionary requirements, in-lieu fees on residential development, and/or commercial linkage fees. EPS will also note those peer cities that have no such programs or fees.

The results of these surveys will be incorporated into the final reports and recommendations.

Task 7: Final Fee and Implementation Considerations
EPS will work with the City to determine a recommended fee schedule that is consistent with the technical work described above, but that also considers other City policy issues, implementation and administrative considerations, and potential economic consequences of the fee program.

Based on the City staff’s input, the EPS team will work to identify infrastructure funding needs and the applicability of impacts fees to address them, incorporating best practices and innovative techniques, as appropriate. For example, EPS will apply its broad practice in infrastructure finance to identify other creative financing mechanisms that might complement the fee program.

EPS will also work with the City departments to identify any other funding sources or expected developer contributions (e.g., through the Development Agreements). Fee implementation considerations will be documented in the EPS Team’s deliverables.

Task 8: Final Deliverables
The Consultant Team will prepare the following deliverables over the course of project term.

Administrative Draft, Draft, and Final Study versions shall be provided.  Memo summarizing Peer Jurisdiction Surveys: EPS will prepare a memo summarizing the results of its survey of peer jurisdiction impact fee levels and inclusionary housing requirements and associated in-lieu fees.
 Development Impact Fee Nexus Report: This Report will document the maximum allowable development impact fees applicable to new development and provide supporting data and calculations supporting the nexus analysis (including cost estimates).  Affordable Housing Commercial Linkage Fee Update Memo: EPS will prepare a memo summarizing the methodology, data, and calculations underlying the commercial linkage fee.  Inclusionary Zoning Ordinance and In-Lieu Fee Memo: EPS will prepare a memo describing the steps taken to formulate the recommended IZO standards and analysis supporting an in-lieu fee. The memo will describe both the economic and policy considerations underlying the IZO requirements as well as the data and methodology supporting the in-lieu fee.

Task 9: Public Outreach, Meetings and Hearings
EPS will participate in regular (generally twice per month) team meetings with key City staff throughout the duration of the project. Based on the requested timeframe of 6-9 months, this would translate to approximately 20 meetings. These meetings will be conducted virtually via Zoom. EPS also expects to attend three regularly scheduled City Council meetings to provide updates and receive feedback on the Fee Studies and Inclusionary Zoning Ordinance and up to three public hearings for review and adoption of proposed fees and amended ordinance.

Economic & Planning Systems, Inc.
9 Additionally, EPS will attend up to three Housing or Planning Commission meetings or hearings to provide input and recommendations to City Council. EPS will attend these meetings in-person and will present information and recommendations in a clear and digestible manner to help decision makers understand the benefits, trade-offs and context of various policy choices. EPS will work with City staff to identify stakeholders with whom to engage to identify potential issues of concern or priority regarding updates to the inclusionary housing program. Such groups might include residential developers that are active in the region, the Chamber of Commerce, and housing advocacy groups.

With respect to public outreach, EPS will participate in up to two stakeholder meetings during the project, expected to be focused roundtables or informational meetings with key stakeholders, including representatives of the development community, organizations such as the Building Industry Association (BIA), and business organizations. While City staff will be responsible for organizing these meetings (e.g., outreach, scheduling, location, etcs), EPS will provide support on content (e.g., agenda, handouts or memoranda) and participate in the presentation and discussion.

Budget Estimate and Schedule
As shown in Table 1, EPS estimates that the proposed work program can be completed for a not to exceed base amount of $203,928. This includes an EPS budget of $122,605, a Fehr & Peers budget of $47,335, and a BKF Engineers budget of $7,000. The budget estimate includes direct costs associated with the tasks, including materials, data, and travel, based on our best understanding of the City’s needs at this time.

Charges for the EPS Team’s time are based on staff hours actually spent, as recorded in quarter hour increments and documented in detailed invoices. Expenses for travel, data, facsimiles, copying, and other project related items are billed at cost without mark-up. Invoices are submitted monthly and are payable within one month of receipt.

The proposed schedule by task is illustrated in Table 2. We aim to complete the Administrative Draft Reports within four months of project authorization and the complete project within an additional two months. This timeline will be dependent upon the availability of City staff to provide prompt feedback on deliverables and the public hearing schedule. We are open to refining the timeframe based on your needs.

Economic & Planning Systems, Inc.
10 Table 1 Proposed Overall EPS Team Budget

Task/ EPS Fehr & Peers BKF Engineers (1) Grand
Description see Table 3 see Table 4 Total
Task 1: Project Initiation (2) $4,940 $1,000 $5,940
Task 2: Data Collection and Analysis $5,200 $11,890 $17,090 Task 3: Public Facilities and Cost Estimates $9,750 $9,305 $7,000 $19,055 Task 4: Nexus Analysis and Preliminary Fee Schedule $20,000 $9,100 $29,100 Task 5: Affordable Housing Fee Updates (3) $56,130 $56,130 Task 6: Comparative Surveys $3,900 $3,900
Task 7: Final Fee and Implementation Considerations $3,835 $3,835 Task 8: Final Deliverables $4,875 $16,040 $20,915
Task 9: Meetings & Presentations (4) $13,975 $13,975
-------- -------- -------- --------
Subtotal $122,605 $47,335 $7,000 $169,940
Contingency (20%) $33,988
--------
TOTAL PROJECT COSTS $203,928
(4) Includes up to twenty (20) virtual meetings with Department staff attended by EPS and attendance at/ preparation for six (6 ) public presentations by EPS staff.
(1) The baseline budget estimate includes services from BKF Engineers, a civil engiineering consulting firm, to provide high level opinion on the adequacy of readily available infrastructure cost estimates (and updates to account for inflation). To the extent that more detailed cost estimates are required, the EPS Team will require a budget amendment. (2) Includes one virtual kick-off meeting with City staff attended by EPS. (3) The cost estimate for Task 5 includes the Comparative Surveys, Final Fee and Implementation Considerations, Final Deliverables, and Meetings & Presentations associated with the Affordable Housing Fee and Inclusionary Zoning Ordinance Update.

Economic & Planning Systems, Inc.
11 Table 2 Proposed Project Schedule

Week 1
Week 2
Week 3
Week 4
Week 1
Week 2
Week 3
Week 4
Week 1
Week 2
Week 3
Week 4
Week 1
Week 2
Week 3
Week 4
Week 1
Week 2
Week 3
Week 4
Week 1
Week 2
Week 3
Week 4
Week 1
Week 2
Week 3
Week 4
Task 1: Project Initiation  1
Task 2: Data Collection and Analysis
Task 3: Public Facilities and Cost Estimates
Tas k 4: Nexus Analys is and Preliminary Fee Schedule  3 
Task 5: Affordable Housing Fee Updates (3) 2  4  5 
Tas k 6: Comparative Surveys
Task 7: Final Fee and Implementation Considerations
Task 8: Final Deliverables
6 Tas k 9: Meetings & Pres entations              Client Meetings
 Admin Draft deliverable
 Draft deliverable
 Final deliverable
 City Council Presentation/ Planning Commission/ Stakeholder Meeting 1 Early Study Session to Introduce Project
2 Focused Study Session on the IZO/LIHF
3 Focused Study Session on Impact Fees, including new fees 4 Study Session with PC/HC
5 Study Session with PC/HC
6 Hearing for recommendation for adoption to City Council Tasks
6712345

Item #7

CITY COUNCIL AGENDA REPORT

December 5, 2023
Finance

TITLE: ADOPT A RESOLUTION FINDING THAT CERTAIN DEVELOPMENT IMPACT FEES SUBJECT TO AB 1600 AND SB 1693 ARE UNEXPENDED AFTER FIVE

YEARS AND THE FUNDS ARE COMMITTED TO PARTICULAR PROJECTS

SUMMARY
As required by AB 1600 and SB 1693, this annual report has been prepared showing the status of development impact fees held as of June 30, 2023. The attached resolution finds that certain development impact fees have been held for five or more years and identifies the projects and the City’s commitment thereto for the City’s retention of the funds. This report also contains the annual information on Water and Sewer Connection fees as required by SB 1760.

Staff provided the required public meeting notice on November 17, 2023 and made this report available to the interested parties at least fifteen (15) days in advance of this meeting, as required by law.

RECOMMENDATION
Adopt a resolution finding that certain development impact fees subject to AB 1600 and SB 1693 are unexpended after five years and the funds are committed to particular projects.

BACKGROUND
Beginning in 1984, public entities were required to provide an annual accounting concerning the collection and use of all development impact fees. Effective January 1, 1989, AB 1600 (Government Code Section 66000 et seq.) established new accounting guidelines regarding the imposition and use of development impact fees. Effective January 1, 1997, SB 1693 made certain changes to AB 1600 and clarified and expanded the responsibilities of local agencies.

In February 1998, SB 1760 further clarified the development impact fees that are subject to AB 1600 and excluded water and sewer connection fees from the requirements to expend these fees within five years. While not required, water and sewer connection fees are included in this report to provide the information on the receipt and utilization of these funds.

One of the mandated accounting guidelines, as stated in Government Code Section 66006(a), provides that a local agency shall establish separate capital facility accounts for each improvement funded by development impact fees. Any interest income earned by funds in such an account shall also be deposited in that account. Each local agency is required within 180 days after the financial year is closed (for the City this is December 31) to make available to the public the following information for each separate account: (1) the account’s beginning and ending balance; (2) the amount of fees, interest, and other income in the account; (3) the amount of expenditure for each public facility or improvement made from the account; (4) the total percentage of the cost of the improvement that was funded with the fees; (5) the date construction will commence if sufficient funds have been collected; (6) a description of any interfund transfers or loans made from an account; and (7) the amount of refunds made from

the account. Attachments 2 and 3 provide this information for funds held on June 30, 2023.

Attachment 4 provides the Master Fee Schedule for the development impact fees that are subject to AB 1600, SB 1693 and SB 1760.

In addition, Government Code 66006 Section (b)(2) requires the report to be included on the agenda at a public meeting not less than 15 days after the information was made available to the interested parties. Staff provided the notice of public meeting to interested parties who had filed a written request with the City.

DISCUSSION
The City uses Fund Accounting to segregate development impact fees subject to AB 1600 and SB 1760 from other City funds. Interest income is allocated to each individual fund based on its own cash balance.

Funds Subject to AB 1600
The City utilizes the following funds to track development related revenues subject to AB 1600:

Capital Facilities Fund (Fund 203) – This fund is utilized to account for the Capital Facilities fee. Facilities projects and equipment required to service new development are funded from this fee. When a project serves both new and existing development, only the portion related to new development is charged against this fund. The other portions of the project are funded by other sources, such as the General Fund. Fund balance, other revenues, expenditures, and fund transfers for fiscal years 2018/19 through 2022/23 are detailed in Attachment 2.

Park Development Fund (Fund 222) – This fund is utilized to account for the receipt of Park Dedication In-Lieu fees collected through December 2018. These fees are used to offset the cost of park acquisition. This fund also receives a portion of Capital Facilities fees to be used to offset the cost of community park development. Fund balance, revenues, expenditures, and fund transfers for fiscal years 2018/19 through 2022/23 are detailed in Attachment 2.

Traffic Impact Fund (Fund 212) – This fund is utilized to account for the receipt of Traffic Impact fees. When a project serves both new and existing development, only the portion related to new development is charged against this fund. The other portions of the project are funded by other sources, such as gas tax revenues or the General Fund. Fund balance, revenues, expenditures, and fund transfers for fiscal years 2018/19 through 2022/23 are detailed in Attachment 2.

Tri-Valley Transportation Fund (Fund 214) – This fund is utilized to account for the receipt of Tri-Valley Transportation fees. The City, as a member of the Tri-Valley Transportation Council (TVTC), collects a fee from developers to finance projects to reduce traffic-related impacts caused by future developments. The City forwards 80% of the receipts to TVTC to be utilized for regional traffic projects and retains 20% for City-related traffic projects. In addition, the City receives advances/reimbursements for City-related work performed on specific TVTC sponsored projects. The City acts as a project sponsor for some TVTC projects; in this capacity, the City receives pass-thru funds from TVTC and remits them to the appropriate agency in charge of the project. Fund balance, revenues, expenditures, and fund transfers for fiscal years 2018/19 through 2022/23 are detailed in Attachment 2.

Downtown Parking-In-Lieu Fund (Fund 104) – This fund is utilized to account for the receipt

of Parking-In-Lieu fees for the Downtown Revitalization District (District). When development within the District is not able to accommodate all of its required parking onsite, the fee is collected to purchase land and to construct public parking lots. Fund balance, revenues, expenditures, and fund transfers for fiscal years 2018/19 through 2022/23 are detailed in Attachment 2.

Lower Income Housing Fund (Fund 122) – This fund is utilized to account for the receipt of Lower Income Housing fees and their disbursement for lower income housing programs, services, and/or projects. Fund balance, revenues, expenditures, and fund transfers for fiscal years 2018/19 through 2022/23 are detailed in Attachment 2 for information only, as Lower Income Housing fees are not subject to AB 1600.

Unexpended Funds After Five Years
Government Code section 66001(d) requires that five years after collecting a development fee subject to AB 1600 and SB 1693, a local agency shall make findings that year and every five years thereafter, with respect to any portion of the fee remaining unexpended. The findings must identify the purpose for which the fee is to be used and demonstrate a nexus between the fee and the purpose for which it was originally charged. The findings must also identify all sources and amounts of funding for completion of the improvement and the approximate date that the improvement will be fully funded. After five years, a local agency is also required to refund the unexpended portion of the fee, and any accrued interest, for which a need cannot be demonstrated. However, when a city makes appropriate findings, including that the purpose for the developer impact fee remains, the city may retain the fee.

Staff reviewed development impact fees collected five or more years ago and has determined that all funds held for more than five years are necessary to complete identified projects, as shown below by fund. The percent funded by the impact fees was established in the nexus study that established the relevant fee.

Capital Facilities Fund (Fund 203)
Amount collected in previous fiscal years subject to 5-year limitation: $0 Funds are 100% expended as accounted for in Attachment 2.

Park Development Fund (Fund 222)
Amount collected in previous fiscal years subject to 5-year limitation: $5,277,659 Funds are committed to the following project:
• New Community Park Site Acquisition Reserve – Project #03728 Description: This project involves identifying potential sites to construct a new community park in the northeast area of the city and establishing a reserve to eventually acquire an appropriate site of approximately 30 to 40 acres of contiguous land. Amenities could include youth area with various play equipment, a picnic area, open field play space, an exercise course, restrooms, pathways, and landscaping. The exact type and mix of uses for this site will be determined through a Park Master Plan process, managed by staff and the Parks and Recreation Commission.

Approximate project completion date: On-Going
Project cost: $6,669,923
Source of funding: Park Development Fund
% funded by development impact fees: 100%

Traffic Impact Fund (212)
Amount collected in previous fiscal years subject to 5-year limitation: $4,822,540 Funds are committed to the following project:
• Johnson Drive Economic Development Zone – Project #18531 Description: This project designs and constructs the transportation improvements associated with the Johnson Drive Economic Development Zone: traffic signals on Johnson Drive (Commerce Drive and Owens Drive North); Stoneridge Drive and Johnson Drive left turns; Stoneridge Drive and 680 northbound on ramp widening; and Johnson Drive widening.

Approximate project completion date: 2024
Project cost: $6,385,865
Source of funding: Traffic Impact Fee
% funded by development impact fees: 100%

Tri-Valley Transportation Fund (214)
Amount collected in previous fiscal years subject to 5-year limitation: $1,621,640 Funds are committed to the following project:
• Tri-Valley Transportation Development Fee Reserve – Project #01541 Description: This project establishes a reserve fund for various regional projects to help mitigate traffic congestion in the Tri-Valley area. These funds represent a portion of the costs and are the City’s 20% set-aside portion of the Tri-Valley Transportation Development Fees (TVTDF) collected in the city of Pleasanton. The Tri-Valley projects include the following: I-580/I-680 flyover and hook ramps, State Route 84/I-580 corridor improvements from I-580 to I-680, Isabel Route 84/I-680 Interchange, I-680 auxiliary lanes between Bollinger Canyon Road and Diablo Road, West Dublin-Pleasanton BART Station, I-580 HOV lanes from Tassajara Road to Vasco Road, I-680 HOV lanes from State Route 84 to the top of Sunol Grade, I-680/Alcosta Boulevard Interchange Modifications, Crow Canyon Road Safety Improvements, Vasco Road Safety Improvements, and Express Bus Service. In addition to these projects, the TVTC has approved 11 additional projects which include the El Charro Road extension in Pleasanton.

Approximate project completion date: On-Going
Project cost: $1,852,517
Source of funding: Tri-Valley Transportation Development Fee % funded by development impact fees: 100%

Downtown Parking-In-Lieu Fund (104)
Amount collected in previous fiscal years subject to 5-year limitation: $658,873 Funds are committed to the following project:
• Expand Parking on Downtown Transportation Corridor – Project #17448 Description: A public parking lot on the transportation corridor between Bernal Avenue and Abbie Street. The project replaces an existing stabilized gravel parking lot that has a one-way drive isle and diagonal parking. The new parking lot will be similar to the Firehouse Arts Center parking lot with a two-way drive isle, 90-degree parking on each side, walking path and landscaping. The project requires a 5-to-6-foot retaining wall along the west edge of the railroad corridor, drainage improvements, stormwater treatment facilities, curb, gutter, new asphalt and striping.

Approximate project completion date: 2024
Project cost: $3,501,745

Source of funding: Downtown Parking In-Lieu and General Fund CIP % funded by development impact fees: 22% eligible to be funded

Lower Income Housing Fund (Fund 122)
Amount collected in previous fiscal years subject to 5-year limitation: $2,419,950 • The Lower Income Housing Fee, not subject to AB 1600 requirement, will continue to be collected to provide services and programs for lower income households, including Rapid Re-Housing Program, Housing Rehabilitation Program, First-Time Homebuyer Program, Down Payment Assistance Loan Program and others, in partnership with a number of local, non-profit organizations. Additionally, any potential affordable housing related projects are continuing to be explored.

Funds Subject to AB 1760
The City utilizes the following funds to track development related revenues subject to AB 1760:

Water and Sewer Expansion Funds (Funds 422 and 432) – These funds are utilized to account for Water and Sewer Connection fees. When a project serves both new and existing development, only the portion related to new development is charged against these funds. The other portions of the project are funded by other sources, such as revenue from the ratepayer funded Repair and Replacement Funds (Replacement Funds). The Replacement Funds are accounted for separately (Funds 422 and 432). Fund balance, revenues, expenditures and transfers for Funds 422 and 432 for fiscal years 2018/19 through 2022/23 are detailed in Attachment 3.

The following is a summary by fund of the projects the City is committed to complete in coming years with available Water and Sewer Connection fees:

Water Expansion Fund (422)
• Water Capacity Evaluation – Project #18134
Description: The Water System Capacity Evaluation is a comprehensive study of the City’s sewer water system and will be used to determine proper sizing of water pump stations, reservoirs, piping, and other facilities for both existing and future demand conditions. The project will create a hydraulic model of the water system to facilitate evaluation. Recommendations will support development of future Capital Improvement Programs.

Approximate project completion date: 2024
Project cost: $272,217
Source of funding: Water Connection Fees (25%) and Water Replacement Fund (75%) % funded by development impact fees: 25%

Sewer Expansion Fund (432)
• Sewer Capacity Evaluation – Project #16245
Description: This project is a general capacity study of the City’s sewer collection system to confirm proper sizing of sewer piping, pump stations and other facilities. The findings will be integrated into the Sewer System Management Plan, and include focused evaluations for East Amador Trunk Sewer, East Amador Relief Sewer, East Pleasanton Specific Plan, Ruby Hill, and Commerce Circle service areas. Integration with the Vineyard service area evaluation will be included. This project will create a hydraulic model of the sewer system which will be updated to reflect changes and evaluate

adequacy of proposed changes to the system.

Approximate project completion date: 2024
Project cost: $700,000
Source of funding: Sewer Connection Fees (25%); Sewer Replacement Fund (75%) % funded by development impact fees: 25%

EQUITY AND SUSTAINABILITY
This action ensures that impact fee revenues collected continue to be utilized for various capital projects to improve or enhance the City's infrastructure and facilities.

OUTREACH
Notice of this meeting was posted on a local newspaper at least 15 days prior to the December 5, 2023 City Council meeting. Public comments received after publication of this report will be forwarded to the City Council.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the ONE Pleasanton strategic plan goal of Funding Our Future, Strategy 2 - Identifying expanded and new revenue sources to address significant infrastructure needs.

FISCAL IMPACT
AB 1600 requires the development impact fees held by the City that meet the criteria described in this report be refunded if the findings in the attached resolution are not adopted.

Prepared by: Submitted by: Approved by:

Chris Yi, Financial Services
Manager
Susan Hsieh, Director of Finance

Gerry Beaudin, City
Manager

Attachments:

1. Resolution

2. Development Impact Fee Funds Subject to AB 1600

3. Development Impact Fee Funds Subject to SB 1760

4. Development Fee Schedule

Attachment 1
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON, FINDING THAT CERTAIN DEVELOPMENT IMPACT FEES SUBJECT TO AB 1600 AND SB 1693

ARE UNEXPENDED AFTER FIVE YEARS AND THE FUNDS ARE COMMITTED TO

PARTICULAR PROJECTS
WHEREAS, Government Code Section 66001(d), effective January 1, 1989, requires the City (a) to make findings once each fiscal year with respect to any portion of a fee remaining unexpended in its account five or more years after deposit of the fee, (b) to identify the purpose to which the fee is to be put and to demonstrate a reasonable relationship between the fee and the purpose for which it is charged, (c) to identify all sources and amounts of funding anticipated to complete financing and (d) to designate the approximate date the expected funding will be deposited; and
WHEREAS, pursuant to Government Code Section 66006 (b)(2), the information was made available to the public on November 20, 2023; and a public meeting was held on December 5, 2023; and
WHEREAS, staff has reviewed the development impact fees collected from June 30, 2018, to determine if any such development fees still remain unexpended; and WHEREAS, staff has found that development impact fees collected for this period remain unexpended and the City is committed to use these unexpended amounts for construction of capital improvements as follows:

Unexpended Amounts by Fund:

Park Development Fund
Traffic Impact Fee
Tri-Valley Transportation Development Fee
$ 5,277,659
4,822,540
1,621,640
Downtown Parking-In-Lieu 658,873
Total Fees Subject to AB 1600 $ 12,380,172

NOW, THEREFORE BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING:

SECTION 1. That there are development impact fees remaining unexpended but these fees are committed to constructing improvements identified in subsection D below that will implement goals and objectives of the City's General Plan; SECTION 2.That the City's objective to mitigate the impacts caused by the development of residential, commercial, and industrial land will be assisted by the purchase of the equipment or construction of the improvements;
SECTION 3.That there is a reasonable relationship between the purpose of each of the developer fees and the purpose for which it is charged and committed as stated below in subsection D.