Pleasanton City Council
June 4, 2024

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all then existing subleases and sublease rentals and the automatic vesting of title to all Improvements, fixtures and personal property of Lessee in Lender or Nominee. Such new lease shall provide, with respect to each and every permitted sublease that the new lessee shall be deemed to have recognized the sublessee under the sublease, pursuant to the terms of the sublease as though the sublease had never terminated but had continued in full force and effect after the termination of the Lease, and to have assumed all the obligations of the sublessor under the sublease accruing from and after the termination of the Lease, except that the obligation of the new lessee, as sublessor, under any covenant of quiet enjoyment, expressed or implied, contained in any such sublease shall be limited to the acts of such new lessee and those claiming by, under or through such new lessee. If more than one Lender is entitled to a new lease pursuant to this Paragraph (9), Lessor shall enter into such new lease with the lender whose mortgage or deed of trust that has the highest lien priority. (10) If a Lender or Nominee subsequently transfers its interest under this Lease after acquiring such interest by foreclosure or deed in lieu of foreclosure and, in connection with any such transfer, the transferee obtains a mortgage or deed of trust encumbering such leasehold interest to secure all or any portion of the purchase price given to the Lender or Nominee for such transfer, then such mortgage or deed of trust shall be considered an Approved Loan hereunder provided that Lessor has been provided an opportunity to review and approve the documents evidencing and securing such mortgage or deed of trust and the obligations secured thereby, and the Lender shall be entitled to receive the benefit of and to enforce the provisions of this Lease or the new lease approved pursuant to Paragraph (9) of this Section 8.2(a).
(11) Unless the Lenders otherwise consent in writing, Lessor and Lessee each hereby waives, and agrees not to assert or otherwise take the benefit of, that portion of Section 365(d)4, or any other applicable provisions, of the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), which provides for the deemed rejection of a lease in certain circumstances, so long as the trustee is paying the rent due under the Lease and performs, or causes the performance of, the uses of the Leased Premises for the Project pursuant to this Lease. (12) Subject to the rights of the Lenders, which shall have priority over all persons or entities given rights under this Paragraph (12), any Investor limited partners of Lessee shall have the same rights as any Lender authorized under Paragraphs (2), (3) and (7) of this Section 8.2(a) of this Lease and any reference to a Lender in Paragraphs (2), (3) and (7) of this Section 8.2(a) shall be deemed to include such limited partners. (13) Lessor shall cooperate in including in this Lease by suitable amendment from time to time any provision which may reasonably be requested by any Lender or any proposed lender, for the purpose of implementing the mortgagee-protection provisions contained in this Lease and allowing such Lender or proposed lender reasonable means to protect or preserve the lien of the leasehold mortgage and the value of its security, and to include any additional rights and privileges reasonably requested to be added by such Lender. Lessor agrees to execute and deliver (and to acknowledge, if necessary, for recording purposes) any agreement necessary to effect any such amendment; provided, however, that any such amendment shall not in any way affect Lessor’s Estate or any other interest of Lessor in the Land or the Leased

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Premises, affect the Lease Term or rent under this Lease, or otherwise in any material respect adversely affect any rights of Lessor under this Lease. (b) Any Leasehold Mortgage shall be subject to the provisions of this Lease and all rights of Lessor under this Lease. Notwithstanding any contrary provision of this Lease, in no event may any mortgage or other security instrument, including without limitation any Leasehold Mortgage, be recorded against Lessor’s fee interest in the Land or reversionary interest in the Improvements without Lessor’s prior written consent, which Lessor may grant or withhold in the exercise of Lessor’s sole discretion. Lessor will not encumber or transfer Lessor’s fee interest in the Land or reversionary interest in the improvements without the prior written consent of the Senior Lender.
(c) Intentionally omitted.

(d) Notwithstanding any contrary provision hereof, if prior to completion of rehabilitation or construction of the Improvements, a Lender completes a foreclosure sale or accepts a deed in lieu of foreclosure, such Lender or Nominee may complete the rehabilitation or construction with modifications to the Construction Plans as necessary to make the Project economically feasible and as reasonably approved by the City of Pleasanton, provided that such modifications will not result in a reduction in the number of residential units, a reduction in the number of on-site parking spaces, or a significant reduction in Project common space or amenities.

Section 8.3 Cost of Approved Loans to be Paid by Tenant. Lessee affirms that it shall bear all of the costs and expenses in connection with (a) the preparation and securing of the Approved Loans, (b) the delivery of any instruments and documents and their filing and recording, if required, and (c) all taxes and charges payable in connection with the Approved Loans.

Section 8.4 P
roceeds of Approved Loans. It is expressly understood and agreed that all Approved Loan proceeds shall be paid to and become the property of Lessee, and that Lessor shall have no right to receive any such Approved Loan proceeds.

Section 8.5 N
otice and Right to Cure Defaults Under Approved Loans. Upon the recording of a memorandum of this Lease, Lessor may record in the Official Records a request for notice of any default under each Approved Loan. In the event of default by Lessee under an Approved Loan, Lessor shall have the right, but not the obligation, to cure the default in accordance with the applicable loan documents. Any payments made by Lessor to cure a default shall be treated as Additional Rent due from Lessee hereunder, which shall be paid within thirty (30) days of the date on which the payment was made by Lessor.

Section 8.6 R
ights of Investor. The Investor shall have the same notice and cure rights as any Lender for so long as it is a limited partner of Lessee; provided however, the references in this Section 8 to additional cure periods of Lender to permit Lender to foreclose shall instead refer to Investor’s actions to remove the general partner of Lessee.

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Section 8.7 Right to Pay Taxes and Cure Defaults. All Lenders shall have the right (but not the obligation) to pay any taxes payable by Lessor with respect to the Leased Premises, and to cure any monetary or nonmonetary default by Lessor under any mortgage or other encumbrance on the Leased Premises; and, if a Lender does so pay or cure, Lessor agrees that it will reimburse the Lender for the amount thereof promptly following request by the Lender therefor.

Section 8.8 S
ilicon Valley Bank Provisions. Until such time as the Senior Deed of Trust is reconveyed or Silicon Valley Bank (“SVB”) notifies Lessor in writing that all obligations under the Senior Loan have been satisfied, Lessor agrees that:
(a) Effect of Lessee Waiver. Lessor will not enforce against SVB any waiver or election made by Lessee under the Lease which has a material adverse effect on the value of the Project without the prior written consent of SVB (which will not be unreasonably withheld or delayed);
(b)
Notice to SVB. Lessor will concurrently deliver to SVB a copy of any notice given by Lessor to Lessee under the Lease at the address specified in Section 17.16 below, and no such notice shall be effective unless the concurrent copy thereof is delivered to SVB, and no cure period provided to Lenders under the Lease shall commence until such notice is delivered to SVB;
(c)
SVB Right to Access Property to Cure Defaults. Lessor and Lessee will allow SVB and its representatives access to the Project for the purpose of effecting any cure right exercised by SVB pursuant to its cure rights under this Lease, and any cure by SVB shall have the same effect as a cure by Lessee;
(d)
Obligations of New Lessee. Following any foreclosure, enforcement or assignment described in subparagraph (8) or (9) of Section 8.2(a) above, the new lessee shall be personally obligated only for performance of obligations under the Lease commencing as of the date of such foreclosure, enforcement or assignment and, provided that a successor lessee has assumed such obligations, ending as of the date of any assignment of the Lease to a successor lessee. Any liability of SVB, or any new lessee that succeeds to SVB’s interest for any such obligations, shall not exceed SVB’s, or such new lessee’s, interest in the Project.
(e)
Insurance and Condemnation Proceedings. That Lessor will provide reasonable prior notice to SVB of any proceedings for adjustment or adjudication of any insurance or condemnation claim involving the Project, and will permit SVB to participate therein as an interested party.
(f)
No Lien on Personal Property. Lessor acknowledges that any equipment or other personal property of Lessee now or hereafter located on the Project shall be and remain the personal property of Lessee and shall not become a part of the Project; Lessor expressly waives any lien on any such equipment or other personal property of Lessee.

To the extent that Lessee grants a lien or security interest in such equipment or other personal property to SVB to secure the Lessee’s obligations under the Senior Loan

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Documents, Lessor agrees that, upon enforcement or exercise by SVB of any of its rights with respect thereto, Lessor shall afford SVB reasonable access to the Project for the purpose of preserving its interests therein or enforcing or exercising such rights, subject to the payment by SVB to Lessor of a daily rental at the rate provided for in the Lease.

ARTICLE 9.

REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 9.1 Representations, Warranties and Covenants of Lessee. As an inducement to Lessor to enter into and to proceed under this Lease, Lessee warrants and represents to Lessor as follows, which warranties, representations and covenants are true and correct as of the date of this Lease:
(a) A
uthority . Lessee has the right, power and authority to enter into this Lease and the right, power and authority to comply with the terms, obligations, provisions and conditions contained in this Lease;
(b) N
o Breach of Obligations . The entry by Lessee into this Lease and the performance of all of the terms, provisions and conditions contained herein will not, or with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any other agreements to which Lessee is a party or by which it is bound.

Section 9.2 Relocation. Lessee shall comply with all provisions of Section 3.10 of the Regulatory Agreement pertaining to relocation of existing Tenants and indemnification of Lessor in connection therewith.

Section 9.3 Hazardous Materials; I
ndemnification. Lessee (i) shall not cause or permit
any Hazardous Materials to be placed, held, located or disposed of on, under or at the Leased Premises or any part thereof, except in commercially reasonable amounts used in the construction and operation of the Improvements and in accordance with Legal Requirements, and (ii) shall not cause or permit any Hazardous Materials contamination of the Leased Premises or any part thereof.

Lessee shall indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to Lessor) the Indemnitees from and against any and all Claims arising directly or indirectly, in whole or in part, out of (i) any activity by Lessee, its affiliates or its agents or contractors carried on or undertaken on or off the Leased Premises in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials located or present in, on, under or about the Leased Premises; or (ii) the failure of Lessee to comply with any Environmental Laws relating to the handling, treatment, presence, removal, storage, decontamination, cleanup, transportation, or disposal of Hazardous Materials into, on, under or from the Leased Premises, except to the extent any such Claim arises from the gross negligence or willful misconduct of the Indemnitees. The provisions of this Section shall survive the expiration or termination of this Lease.

Section 9.4 Prevailing Wage Requirements. If required by applicable federal or State law, Lessee and its contractors, subcontractors and agents shall comply with California Labor

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Code Section 1720 et seq. and the regulations adopted pursuant thereto (and if applicable due to financing sources for the Project, with the federal Davis Bacon Act and implementing regulations) (all of the foregoing, collectively, “Prevailing Wage Laws”), and shall be responsible for carrying out the requirements of such provisions. To the greatest extent allowed by law, Lessee shall indemnify, defend (with counsel approved by Lessor) and hold the Indemnitees harmless from and against all Claims which directly or indirectly, in whole or in part, are caused by, arise in connection with, result from, relate to, or are alleged to be caused by, arise in connection with, or relate to, the payment or requirement of payment of prevailing wages (including without limitation, all claims that may be made by contractors, subcontractors or other third party claimants pursuant to Labor Code Sections 1726 and 1781) or the requirement of competitive bidding in connection with the Project, the failure to comply with any state or federal labor laws, regulations or standards in connection with this Lease, including but not limited to the Prevailing Wage Laws, or any act or omission of Lessee related to this Lease with respect to the payment or requirement of payment of prevailing wages or the requirement of competitive bidding, whether or not any insurance policies shall have been determined to be applicable to any such Claims. The provisions of this Section shall survive the expiration or earlier termination of this Lease.

Section 9.5 Compliance with Laws. Lessee shall carry out and shall cause its contractors and subcontractors to carry out the rehabilitation of the Project, and shall operate the Project in conformity with all applicable federal, state and local laws, rules, ordinances and regulations (“Applicable Laws”), including without limitation, all applicable federal and state labor laws and standards, Section 3 of the Housing and Community Development Act of 1974, as amended (if applicable), applicable provisions of the California Public Contracts Code (if any), the City’s zoning and development standards, building, plumbing, mechanical and electrical codes, all other provisions of the City’s Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation, the Americans with Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.. To the greatest extent allowed by law, Lessee shall indemnify, defend (with counsel approved by Lessor) and hold harmless the Indemnitees from and against any and all Claims arising in connection with the breach of Lessee’s obligations set forth in this Section whether or not any insurance policies shall have been determined to be applicable to any such Claims. This Section shall survive the expiration or termination of this Lease.

Section 9.6 A
ffordability and Use Restrictions. Lessee hereby covenants and agrees that the Leased Premises shall be used solely for the operation of a multifamily senior housing development in compliance with the requirements set forth herein and in the Regulatory Agreement. The Regulatory Agreement sets forth requirements pertaining to Tenant income and other eligibility requirements, maximum rents that may be charged to residents of the Project, limitations on rent increases, and other matters pertaining to use and occupancy of the Project. Lessee shall comply with all such requirements.

Section 9.7 P
reference for City of Pleasanton Residents and Employees. Lessee shall comply with the requirements set forth in Section 3.9.1 of the Regulatory Agreement, subject to the application of Applicable Rules and Regulations (as defined in the Regulatory Agreement).

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Section 9.8 Reporting Requirements; Access to Information; Inspections. The Regulatory Agreement sets forth requirements pertaining to Tenant certification, annual reports required that Lessee is required to submit to Lessor, maintenance of records, and City rights to inspect and audit Project records and inspect the Leased Premises. Lessee shall be subject to, and shall comply with, all such requirements.

Section 9.9 No
n-Discrimination; Compliance with Fair Housing Laws. Lessee shall not restrict the rental, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Leased Premises, or any portion thereof, on the basis of race, color, religion, creed, sex, sexual orientation, disability, marital status, ancestry, or national origin of any person. Lessee covenants for itself and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the condition that there shall be no discrimination against or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Leased Premises or the Project, or part thereof, nor shall Lessee or any person claiming under or through Lessee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in, of, or for the Leased Premises or the Project, or part thereof. Lessee shall include such provision in all leases and rental agreements affecting the Leased Premises or part thereof, and shall enforce the same diligently and in good faith.

Section 9.10 F
air Housing. Lessee shall comply with state and federal fair housing laws in the marketing and rental of the units in the Project. Lessee shall accept as tenants, on the same basis as all other prospective tenants, persons who are recipients of federal certificates or vouchers for rent subsidies pursuant to the existing Section 8 program or any successor thereto.

Section 9.11 Man
agement Agent. Lessor approves Eden Housing Management, Inc., a California nonprofit public benefit corporation as the initial Management Agent. In recognition of Lessor’s significant financial contribution to the Project, Lessor shall have the right to review and approve any replacement of the Management Agent proposed by Lessee for the Project, and shall have the right to review and approve any agreement executed between Lessee and the management entity, which approval of agreement shall not be unreasonably withheld. The contracting of management services to a management agent shall not relieve Lessee of its primary responsibility for proper performance of management duties. Upon Lessor determination and delivery of written notice to Lessee that Lessee has failed to operate the Project in accordance with this Lease, Lessor may, subject to any applicable cure period, require Lessee to contract with a qualified management agent selected by Lessor subject to approval of the Investor and Lenders, if required, to operate the Project, or to make such other arrangements as Lessor deems necessary to ensure performance of the required functions.

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ARTICLE 10.

EMINENT DOMAIN
Section 10.1 Termination of Lease. Lessor and Lessee agree that, in the event of a Taking such that Lessee reasonably determines that the Leased Premises cannot continue to be operated, at reasonable cost, for its then-current use, then, subject to the rights and consent of Lenders, this Lease shall, at Lessee’s sole option, terminate as of the date of the Taking.

Section 10.2 C ontinuation of Lease and Presumption of Restoration. Lessor and Lessee agree that, in the event of Taking that does not result in the termination of this Lease pursuant to Section 10.1 above, this Lease shall continue in effect as to the remainder of the Leased Premises, and the Net Condemnation Award will be disbursed in accordance with Section 10.4 below to Lessor and Lessee and/or any Lender, if the terms of the applicable Leasehold Mortgage so require, and shall be used so as to make the same as complete, unified and efficient operating unit as nearly as reasonably possible to the condition existing prior to the Taking, subject to any applicable requirements of the Lender.

Section 10.3 T
emporary Taking. If there shall be a temporary Taking with respect to all or any part of the Leased Premises or of Lessee’s interest in this Lease, then the Term shall not be reduced and Lessee shall continue to pay in full all Rent, Additional Rent, Impositions and other charges required herein, without reduction or abatement thereof at the times herein specified; provided, however, that Lessee shall not be required to perform such obligations that Lessee is prevented from performing by reason of such temporary Taking.

Section 10.4 A
pportionment of Award. If there is a Taking, whether whole or partial, Lessor and Lessee shall be entitled to receive and retain such separate awards and portions of lump sum awards as may be allocated to their respective interests in any condemnation proceedings, or as may be otherwise agreed, taking into consideration Lessor’s fee interest in the Land (as encumbered by this Lease) and reversionary interest in the Improvements upon the expiration of the Term or termination of this Lease. If the Leased Premises are restored as is contemplated in Section 10.2 above, Lessee shall be entitled to pay the costs and expenses reasonably incurred in such restoration out of any Net Condemnation Award payable to Lessee.

Thereafter, if the condemning authority does not make separate awards, the Parties agree that any Net Condemnation Award will be allocated as follows on a proportionate basis reflecting the Parties’ respective interests in the Land and Improvements and the remaining duration of the Term as follows:
(A) A
ward on Total or Substantial Taking. In the event of a total or substantial taking, the award shall be apportioned as follows, in the following order:
(a) To the Lenders in an amount equal to the indebtedness then owed to such Lenders in order of the Lien priority of the Leasehold Mortgages (b) To Lessor that portion of the award equal to the fair market value of the Land.

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(c) To Lessee, that portion of the award equal to the fair market value of the Improvements (subject to Lessor’s reversionary interest), less the amount paid to the Lenders pursuant to (a) above.
(d) Any “bonus value” (i.e., any portion of the award attributable to the fact that the rent payable by Lessee under this Lease is at a below market rate) shall be paid to Lessor; provided however, if the condemning agency is Lessor, any such “bonus value” shall be equally divided between Lessor and Lessee.
(e) The balance, if any, shall be allocated between Lessor and Lessee respectively in that proportion in which (i) the fair market value of the Land bears to (ii) the fair market value of the Improvements, exclusive of Lessor’s reversionary interest. (B) Award on Partial Taking. In the event of a partial taking, after application of the Award for restoration, any remaining portion of such award shall be apportioned as follows, in the following order:
(a) To the Lenders in an amount equal to the indebtedness then owed to such Lenders in order of the Lien priority of the Leasehold Mortgages . (b) To Lessor, that portion of the award attributable to the fair market value of the portion of the Land taken.
(c) To Lessee, that portion of the award equal to the fair market value of the portion of the Improvements taken (subject to Lessor’s reversionary interest), less the amount paid to the Lenders pursuant to (a) above, but only to the extent that the proceeds of the award are not used for restoration of the Improvements. (d) Any “bonus value” (i.e., any portion of the award attributable to the fact that the rent payable by Lessee under this Lease is at a below market rate) shall be paid to Lessor; provided however, if the condemning agency is Lessor, any such “bonus value” shall be equally divided between Lessor and Lessee.
(e) The balance, if any, shall be allocated between Lessor and Lessee respectively in that proportion in which (i) the fair market value of the Land bears to (ii) the fair market value of the Improvements exclusive of the reversionary interest of Lessor.
(f) Any severance damages awarded or payable because only a portion of the Land and Improvements are taken by eminent domain shall be (a) paid to Lessee during the first 37.5 years of this Lease and (b) equally divided between Lessee and Lessor during the next 37.5 years of this Lease (except to the extent needed to replace any Improvements taken by eminent domain with equivalent Improvements on the remainder of the Land).
(C) Award for Temporary Taking. Any award for a temporary taking shall, subject to the rights of any Lender, be awarded and retained by Lessee.

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(D) Rent Abatement for Partial Taking. In the event of any partial taking of the Improvements, commencing upon the date of the final order of condemnation, Rent payable under this Lease shall be reduced by the percentage equal to the square footage of the condemned portion of the Improvements divided by the total square footage of the Improvements prior to the taking.

Section 10.5 J
oinder. If a Leasehold Mortgage exists, the Lenders, to the extent permitted by law, shall be made a party to any Taking proceeding.

Section 10.6 C ity Reservation of Rights. Notwithstanding any provisions in this Lease to the contrary, nothing herein does or shall be construed to limit or require the City to exercise its ability to condemn any property, including the Leased Premises, in accordance with applicable law. Nothing in this Lease does or shall be construed as requiring the City to pay to Lessee, any Lender, or any other third party with an interest in the Leased Premises, any amount of money, as compensation for alleged condemnation or otherwise, if City (or its successor) seeks to enforce any of the rights and obligations under this Lease and any executed attachments thereto. Except when City exercises its ability to condemn the Leased Premises by adoption of a resolution of necessity and pursuant to other provisions of applicable law, City shall not be a construed as pursuing or effectuating a Taking or acting as a “condemning authority” under this Lease.

ARTICLE 11.

DAMAGE OR DESTRUCTION
Section 11.1 Damage or Destruction to Leased Premises. Lessee shall give prompt written notice to Lessor after the occurrence of any fire, earthquake, act of God or other casualty to or in connection with the Leased Premises, the Improvements or any portion thereof (hereinafter sometimes referred to as “Casualty”). Subject to Section 11.2 below, if during the Term the Improvements shall be damaged or destroyed by Casualty, Lessee shall repair or restore the Improvements, so long as Lessee determines, in its reasonable discretion, that it is feasible to do so and in such event Lessee provides or causes to be provided sufficient additional funds which, when added to such insurance proceeds, will fully effect such repair or restoration.

Upon the occurrence of any such Casualty, Lessee, promptly and with all due diligence, shall apply for and collect all applicable insurance proceeds recoverable with respect to such Casualty, for the benefit of the Lenders. In the event that Lessee shall determine, with Investor’s prior written consent during the Compliance Period (as defined in Section 42 of the Code), subject to the rights of the Lenders, by notice to Lessor given within thirty (30) days after receipt by Lessee of any such insurance proceeds, that it is not economically practical to restore the Improvements and/or the Leased Premises to substantially the same condition in which they existed prior to the occurrence of such Casualty, then, subject to the written approval of Lenders, Lessee may terminate this Lease as of a date that is not fewer than thirty (30) days after the date of such notice. If Lessee terminates this Lease pursuant to this Section 11.1, Lessee shall surrender possession of the Leased Premises to Lessor immediately and assign to Lessor (or, if same has already been received by Lessee, pay to Lessor) all of its right, title and interest in and to the proceeds from Lessee’s insurance upon the Leased Premises, subject to the prior rights of any Lender therein, as referenced in Section 11.3 below.

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Section 11.2 Damage or Destruction Near End of Term. If, during the last seven (7) years of the Term, the Improvements shall be damaged by Casualty, then Lessee shall have the option, to be exercised within one hundred twenty (120) days after such Casualty:
(a) t o repair or restore the Improvements as hereinabove provided in this Article 11; or
(b) subject to the rights and approval of Lenders, to terminate this Lease by notice to Lessor, which termination shall be deemed to be effective as of the date of Casualty. If Lessee terminates this Lease pursuant to this Section 11.2, Lessee shall surrender possession of the Leased Premises to Lessor immediately and assign to Lessor (or, if same has already been received by Lessee, pay to Lessor) all of its right, title and interest in and to the proceeds from Lessee’s insurance upon the Leased Premises, subject to the prior rights of any Lender therein, as referenced in Section 11.3 below.

Section 11.3 Distribution of Insurance Proceeds. In the event that this Lease is terminated pursuant to Sections 11.1 or 11.2 hereof, the insurance proceeds received as the result of such Casualty shall be distributed as follows: (a) first, if Leasehold Mortgage(s) are in place, to the Lenders to the extent of any indebtedness then owed to such Lender in order of the Lien priority of the Leasehold Mortgages; (b) second, the balance, if any, of such insurance proceeds shall be paid to Lessee or, as applicable pursuant to Sections 11.1 and 11.2 above, assigned or paid over to Lessor.

Section 11.4 I nsurance Coverage Requirements. Nothing in this Article 11 does or shall be construed as permitting Lessee to maintain less than the minimum insurance coverage set forth in this Lease and the Regulatory Agreement.

ARTICLE 12.

EVENTS OF DEFAULT
Section 12.1 Events of Default. Each of the following shall be an “Event of Default” by Lessee hereunder:
(a) failure by Lessee to pay any Rent or Additional Rent when due if such failure shall continue for a period of ten (10) days after notice thereof has been given by Lessor to Lessee;
(b) Lessee’s default in the performance of any term, provision or covenant under this Lease (other than an obligation enumerated in this Section 12.1), and unless such provision specifies a shorter cure period for such default, the continuation of such default for ten (10) days in the event of a monetary default or thirty (30) days in the event of a non-monetary default following the date upon which Lessor shall have given written notice of the default to Lessee, or if the nature of any such non-monetary default is such that it cannot be cured within thirty (30) days, Lessee’s failure to commence to cure the default within thirty (30) days and thereafter prosecute the curing of such default with due diligence and in good faith, but in no event longer than ninety (90) days from receipt of the notice of default;

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(c) Lessee’s failure to maintain insurance on the Leased Premises and the Improvements as required hereunder, and the failure of Lessee to cure such default within five (5) days;
(d) Subject to Lessee’s right to contest the following charges, Lessee’s failure to pay taxes or assessments due on the Leased Premises or the Improvements or failure to pay any other charge that may result in a lien on the Leased Premises or the Improvements, and Lessee’s failure to cure such default within twenty (20) days of delinquency, but in all events prior to the date upon which the holder of any such lien has the right to foreclose thereon; (e) A Transfer occurs, either voluntarily or involuntarily, in violation of this Lease and the Regulatory Agreement;
(f) the subjection of any right or interest of Lessee in this Lease to attachment, execution, or other levy, or to seizure under legal process, if not released within ninety (90) days; (g) Lessee shall have voluntarily suspended its business for a period in excess of thirty (30) days for reasons other than Force Majeure, or Lessee shall have been dissolved or terminated;
(h) pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (“Bankruptcy Law”), Lessee or any general partner thereof: (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Lessee or any general partner thereof in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Lessee or any general partner thereof or for the Leased Premises; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due; provided however, with respect to Lessee’s general partner, the foregoing actions shall not constitute an Event of Default if the Investor promptly takes action to replace the general partner;
(i) the filing against Lessee of any involuntary proceedings under such Bankruptcy Code or similar law, if such proceedings have not been vacated or stayed within ninety (90) days of filing;
(j) the appointment of a trustee or receiver for Lessee or for all or the major part of Lessee’s property or the Leased Premises, in any involuntary proceeding, or the taking of jurisdiction by any court over all or the major part of Lessee’s property or the Leased Premises in any involuntary proceeding for the reorganization, dissolution, liquidation or winding up of Lessee, if such trustee or receiver shall not be discharged or such jurisdiction relinquished or vacated or stayed on appeal or otherwise stayed within ninety (90) days; (k) any of Lessee’s representations or warranties contained in this Lease or in any financial statement, certificate or report submitted to Lessor in connection with this Lease proves to have been false or misleading in any adverse respect when made and continues to be adverse to Lessor.

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Section 12.2 Rights and Remedies.
(a) At any time after the occurrence of an Event of Default hereunder, subject in all respects to the provisions of this Lease with respect to Lessor’s rights to cure defaults by Lessee and with respect to the rights of any Lenders, Lessor may, in addition to any other rights and remedies available at law or in equity, terminate this Lease by giving Lessee written notice thereof (with a copy of such notice to the Lenders), setting forth in such notice an effective date for termination which is not less than thirty (30) days after the date of such notice, in which event this Lease and Lessee’s Estate created hereby and all interest of Lessee and all parties claiming by, through or under Lessee shall automatically terminate upon the effective date for termination as set forth in such notice, with the same force and effect and to the same extent as if the effective date of such notice had been the date originally fixed in Article 2 hereof for the expiration of the Term. In such event, Lessor, its agents or representatives, shall have the right, without further demand or notice, to re-enter and take possession of the Leased Premises (including all buildings and other Improvements comprising any part thereof) at any time from and after the effective termination date without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of Rent or existing breaches of covenants; provided that Lessor shall not be entitled to disturb possession of any Tenants or others in possession pursuant to Tenant Leases so long as such Tenant or others are not in default thereunder and attorn to Lessor as their lessor.
(b) U
pon the exercise of Lessor’s remedies pursuant to this Section 12.2, Lessee shall execute such releases, deeds and other instruments in recordable form as Lessor shall reasonably request in order to accurately set forth of record the then current status of Lessee’s Estate and Lessee’s rights hereunder.
(c) If Lessee shall have failed to cure a default by Lessee after expiration of the applicable time for cure of a particular default, Lessor, at its election, but without obligation therefor (i) may seek specific performance of any obligation of Lessee, after which Lessor shall retain, and may exercise and enforce, any and all rights that Lessor may have against Lessee as a result of such default, (ii) from time to time without releasing Lessee in whole or in part from the obligations to be performed by Lessee hereunder, may cure the default at Lessee’s cost, (iii) may terminate this Lease pursuant to Paragraph (a) above, (iv) subject to the rights of Lenders, may have a receiver appointed to take possession of Lessee’s interest in the Leasehold Estate with power in the receiver (1) to administer Lessee’s interest in the Leasehold Estate, (2) to collect all funds available in connection with the operation of the Project, and (3) to perform all other acts consistent with Lessee’s obligations under this Lease, as the court deems proper, and/or (v) may exercise any other remedy given hereunder or now or hereafter existing at law or in equity. Any reasonable cost incurred by Lessor in order to cure such a default by Lessee shall be due immediately from Lessee, together with interest, and may be offset against any amounts due from Lessor to Lessee.
(d) Remedies Cumulative. No remedy provided in this Section shall be considered exclusive of any other remedy, but the same shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute, and every power and remedy given by this Lease may be exercised from time to

33 4859-3312-3005v3
time and as often as occasion may arise or as may be deemed expedient, subject to any limitations referred to hereinabove.
(e) No Election of Remedies. The rights given in this Section to receive, collect or sue for any rent or rents, moneys or payments, or to enforce the terms, provisions and conditions of this Lease, or to prevent the breach or nonobservance thereof, or the exercise of any such right or of any other right or remedy hereunder or otherwise granted or arising, shall not in any way affect or impair or toll the right or power of Lessor, upon the conditions and subject to the provisions in this Lease, to terminate Lessee’s right of possession because of any default in or breach of any of the covenants, provisions or conditions of this Lease that remains uncured beyond the applicable cure period.
(f) S
urvival of Obligations . Nothing herein shall be deemed to affect the right of Lessor to indemnification for liability arising prior to the termination of the Lease for personal injuries or property damage or in connection with any other Claim, nor shall anything herein be deemed to affect the right of Lessor to equitable relief where such relief is appropriate.

No expiration or termination of this Lease by operation of law or otherwise, and no repossession of the Leased Premises or any part thereof, shall relieve Lessee of any of its obligations to indemnify and defend the Indemnitees pursuant to the provisions of this Lease, and all such provisions, and all of Lessee’s accrued liabilities and obligations hereunder, shall survive such expiration, termination or repossession.
(g) N
o Waiver . Except to the extent that Lessor may have agreed in writing, no waiver by Lessor of any breach by Lessee of any of its obligations, agreements or covenants hereunder shall be deemed to be a waiver of any subsequent breach of the same or any other covenant, agreement or obligation, nor shall any forbearance by Lessor to seek a remedy for any breach by Lessee be deemed a waiver by Lessor of its rights or remedies with respect to such breach.

Section 12.3 D
efault by Lessor.
(a) Events of Default. Lessor shall be in default of this Lease if it fails to perform any Lessor obligation hereunder, and such failure is not cured within sixty (60) days after Lessee provides written notice of the default to Lessor. If the default cannot reasonably be cured within sixty (60) days, Lessor shall not be in default if Lessor commences to cure the default within such 60-day period and diligently and in good faith continues to cure the default until completion.
(b) R
ight to Cure; Lessee’s Remedies. If a Lessor default remains uncured beyond the expiration of the applicable cure period, Lessee, at its election, but without obligation therefor (i) may seek an order for specific performance, (ii) without releasing Lessor in whole or in part from Lessor’s obligations hereunder, Lessee may cure the default at Lessor’s cost provided that Lessee has provided Lessor with sixty (60) days advance written notice of Lessee’s election to do so and Lessor has not within such time notified Lessee that Lessor will cure the default, and/or (iii) may terminate this Lease, subject to any required consent of the Lenders.

34 4859-3312-3005v3
Section 12.4 Notices. Notices given by Lessor under Section 12.1 or by Lessee under Section 12.3 shall specify the alleged default and the applicable Lease provisions, and shall demand that Lessee or Lessor, as applicable, perform the appropriate provisions of this Lease within the applicable period of time for cure. No such notice shall be deemed a forfeiture or termination of this Lease unless expressly set forth in such notice.

ARTICLE 13.

QUIET ENJOYMENT AND POSSESSION; INSPECTIONS
Section 13.1 Quiet Enjoyment. Lessor covenants and warrants that Lessee, upon payment of all sums herein provided and upon performance and observance of all its covenants herein contained, shall peaceably and quietly have, hold, occupy, use and enjoy, and shall have the full, exclusive and unrestricted use and enjoyment of, all of the Leased Premises during the Term, subject only to the provisions of this Lease and all applicable Legal Requirements.

Section 13.2 L
essor’s Right of Inspection. Notwithstanding Section 13.1 above, Lessor, in person or through its agents, upon reasonable prior notice to Lessee, shall have the right, subject to the rights of Tenants, to enter upon the Leased Premises for purpose of reasonable inspections performed during reasonable business hours in order to assure compliance by Lessee with its obligations under this Lease.

ARTICLE 14.

VACATION OF LEASED PREMISES
Section 14.1 Vacation Upon Termination. Lessee covenants that upon any termination of this Lease, whether by lapse of time or because of any of the conditions or provisions contained herein, Lessee will peaceably and quietly yield and surrender possession of the Leased Premises to Lessor. The foregoing, however, will be subject to the rights of Tenants or others in possession pursuant to Tenant Leases with Lessee, provided that such Tenants are not in default thereunder and attorn to Lessor as their lessor. An action of forcible detainer shall lie if Lessee holds over after a demand for possession is made by Lessor.

ARTICLE 15.

NON-MERGER
Section 15.1 Non-Merger. Except upon expiration of the Term or upon termination of this Lease, there shall be no merger of either this Lease or Lessee’s Estate with Lessor’s fee interest in the Land or Lessee’s fee interest in the Improvements by reason of the fact that the same person may acquire, own or hold, directly or indirectly (a) this Lease, Lessee’s Estate or any interest in this Lease or the Improvements, and (b) a fee interest in the Land or the Improvements, unless and until the Lessor, all Lenders with an Approved Loan, and all persons, including any assignee of Lessor, having an interest in (i) this Lease or Lessee’s Estate, and (ii) the fee estate in the Leased Premises or any part thereof, shall join in a written instrument effecting such merger and shall duly record the same.

35 4859-3312-3005v3
ARTICLE 16.

TRANSFERS
Section 16.1 Restrictions on Transfer. The Regulatory Agreement (i) sets forth certain restrictions on the Transfer of the Project and Lessee’s interest in the Property, and on changes in the ownership and control of Lessee, and (ii) describes requirements for proposed Transfers.

Lessee shall comply with all such restrictions and requirements, including without limitation the requirement that any approved transferee shall assume the rights and obligations of Lessee under this Lease, the Regulatory Agreement, and the other City Documents pursuant to a written instrument satisfactory to Lessor and recorded in the Official Records.

ARTICLE 17.

MISCELLANEOUS PROVISIONS

Section 17.1 Notices. All notices, requests, demands, or other communications required or permitted to be given hereunder shall be in writing and shall be addressed and delivered by certified mail, return receipt requested; by reputable commercial delivery service; or by hand delivery by a reputable courier, to each Party at the addresses set forth below. Any such notice, request, demand or other communication shall be considered given or delivered, as the case may be, on the date shown on the delivery receipt as the date of delivery, the date delivery was refused or the date the item was returned as undeliverable. By giving prior written notice thereof, any Party, from time to time, may change its address for notices under this Lease.

To Lessor: City of Pleasanton
123 Main Street
Pleasanton, CA 94566-0802
Attention: City Manager

With a copy to: Burke, Williams & Sorensen, LLP
1999 Harrison Street, Suite 1650
Oakland, CA 94612
Attention: Susan E. Bloch, Esq.

To Lessee: Ridge View Commons II Associates, L.P.
c/o Eden Housing, Inc.
22645 Grand Street
Hayward, California 84541
Attention: President

With a copy to: Gubb & Barshay LLP

36 4859-3312-3005v3
235 Montgomery Street, Suite 1110
San Francisco, CA 94104
Attention: Nicole Kline, Esq.

With a copy to:

Section 17.2 Interpretation. The terms of this Lease shall be construed in accordance with the meaning of the language used and shall not be construed for or against any Party by reason of the authorship of this Lease or any other rule of construction which might otherwise apply. The Section headings are for purposes of convenience only, and shall not be construed to limit or extend the meaning of this Lease.

Section 17.3 M
odifications; No Waiver. This Lease shall not be modified or amended in any respect, except by written instrument executed by the Parties. Any waiver by Lessor of any term or provision of this Agreement must be in writing. No waiver shall be implied from any delay or failure by Lessor to take action on any breach or default hereunder or to pursue any remedy allowed under this Agreement or applicable law. No failure or delay by Lessor at any
time to require strict performance by Lessee of any provision of this Agreement or to exercise any election contained herein or any right, power or remedy hereunder shall be construed as a waiver of any other provision or any succeeding breach of the same or any other provision hereof or a relinquishment for the future of such election.

Section 17.4 Governing Law; Venue. This Lease, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the substantive laws of the State of California without regard to conflict of law principles. Venue for any dispute hereunder shall be in Alameda County, California.

Section 17.5 B inding Effect. This Lease shall inure to the benefit of and be binding upon the Parties hereto, their successors, administrators, executors and permitted assigns, subject to the limitations on Transfer set forth herein and in the Regulatory Agreement.

Section 17.6 S
everability. In the event any provision or portion of this Lease is held by any court of competent jurisdiction to be invalid or unenforceable, such holdings shall not affect the remainder hereof, and the remaining provisions shall continue in full force and effect to the same extent as would have been the case had such invalid or unenforceable provision or portion never been a part hereof, except to the extent the rights and obligations of the parties have been materially altered by such unenforceability.

Section 17.7 F
urther Assurances. From and after the date of this Lease, Lessor and Lessee, each agree to undertake such actions and to execute and deliver such instruments as reasonably requested to effectuate the provisions of this Lease.

37 4859-3312-3005v3
Section 17.8 Authority to Execute Agreement . The persons executing this Lease on behalf of each Party each represent and warrant to the other Party that such persons have been duly authorized to execute and deliver this Lease.

Section 17.9 A ction by Lessor. The City Manager or his or her designee shall have the authority to consent to any matter requiring Lessor approval or consent as provided in this Lease, and to perform and carry out any activities concerning this Lease, including but not limited to, the execution of any additional agreements, addenda or amendments so long as such actions do not substantially affect the rights and obligations of Lessor as specified herein.

Section 17.10 H
eadings; Construction; Statutory References. The headings of the sections and paragraphs of this Agreement are for convenience only and shall not be used to interpret this Agreement. Except as otherwise expressly stated herein, any reference to a particular section of this Agreement shall mean a reference to all subsections of such section. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. All references in this Agreement to particular statutes, regulations, ordinances or resolutions of the United States, the State of California, or the City of Pleasanton shall be deemed to include the same statute, regulation, ordinance or resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter govern the same subject. Unless otherwise specified in this Lease, the terms “herein,” “hereof,” “hereinafter,” “hereunder” and other terms of like similar import, shall be deemed to refer to this Lease as a whole, and not to any particular paragraph or subparagraph hereof.

Section 17.11 En
tire Agreement; Exhibits. This Lease together with the City Documents contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements between the Parties with respect thereto.

Exhibits A through D attached hereto are incorporated herein.

S
ection 17.12 Time of Essence. Time is and shall be of the essence in this Lease.

Section 17.13 Attorneys’ Fees. In any litigation or other action brought to enforce this Lease or regarding a dispute over terms of the Lease or the performance of a Party, the prevailing party in such litigation or action shall be entitled to attorneys’ fees and the costs of such litigation.

Section 17.14 No Third Party Beneficiaries.

Except as expressly set forth herein,
nothing contained in this Lease is intended to or shall be deemed to confer upon any person, other than the Parties and their respective successors and assigns, any rights or remedies hereunder.

Section 17.15 Parties Not Co-V
enturers; Independent Contractor; No Agency
Relationship. Nothing in this Lease is intended to or shall establish the Parties as partners, co- venturers, or principal and agent with one another. The relationship of Lessee and Lessor is and shall remain solely that of a tenant and landlord, and shall not be construed as a joint venture, equity venture, partnership or any other relationship. Lessor neither undertakes nor assumes any responsibility or duty to Lessee (except as expressly provided in this Lease) or to any third party with respect to the Project.

38 4859-3312-3005v3

Section 17.16 Survival. Lessee’s obligations pursuant to Sections 3.2, 7.4, 9.2, 9.3, 9.4, and 9.5 and all other provisions that expressly so state shall survive the expiration or termination of this Agreement.

Section 17.17 Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same agreement.

SIGNATURES ON FOLLOWING PAGE

39 4859-3312-3005v2
IN WITNESS WHEREOF, this Lease is made and entered into effective as of the date first written above.

LESSOR:

City of Pleasanton, a municipal corporation

By: _______________________________
Gerry Beaudin, City Manager

ATTEST:
_____________________________
Jocelyn Kwong, City Clerk

APPROVED AS TO FORM:

____________________________________
Daniel G. Sodergren, City Attorney

LESSEE:

Ridge View Commons II Associates, L.P., a California limited partnership

By: Ridge View Commons LLC,
a California limited liability company,
its general partner

By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood, Chief of Real Estate Development and
Executive Vice President

4859-3312-3005v2
Exhibit A

LEGAL DESCRIPTION OF LEASED PREMISES

The land referred to is situated in the City of Pleasanton, County of Alameda, State of California, and is described as follows:

PARCEL ONE:

ALL BUILDINGS AND OTHER IMPROVEMENTS WHICH BUILDINGS AND IMPROVEMENTS ARE AND SHALL REMAIN AS REAL PROPERTY, SITUATED ON THE FOLLOWING DESCRIBED:

PARCEL 2 AS SHOWN ON PARCEL MAP NO. 5231, FILED APRIL 22, 1988, IN BOOK 176 OF MAPS AT PAGES 40 AND 41, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

PARCEL 2 AS SHOWN ON PARCEL MAP NO. 5231, FILED APRIL 22, 1988, IN BOOK 176 OF MAPS AT PAGES 40 AND 41, ALAMEDA COUNTY RECORDS.

EXCEPTING FROM PARCEL TWO ALL BUILDINGS AND OTHER IMPROVEMENTS SITUATED ON ABOVE SAID LAND, WHICH ARE AND SHALL REMAIN AS REAL PROPERTY.

APN: 947-0008-010

D-1
4859-3312-3005v2
Exhibit B

FORM OF MEMORANDUM OF LEASE

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Pleasanton
123 Main Street
Pleasanton, CA 94566
Attention: City Manager

EXEMPT FROM RECORDING FEES PER
GOVERNMENT CODE §§6103, 27383

Space above this line for Recorder’s use.

MEMORANDUM OF GROUND LEASE
(Ridge View Commons)

THIS MEMORANDUM OF GROUND LEASE (the “Memorandum”) is dated as of _____________, 2024, and is executed by and between the City of Pleasanton, a California municipal corporation (the “Lessor”) and Ridge View Commons II Associates, L.P., a California limited partnership (the “Lessee”), with respect to that certain Ground Lease dated as of _________________, 2024 (the “Lease”), between the Lessor and the Lessee. All capitalized terms used in this Memorandum and not defined shall have the meaning set forth in the Lease.

1. Documentary Transfer Tax is not shown pursuant to Revenue and Taxation Code Section 11932. See that certain Statement of Documentary Transfer Tax Due, which shall be affixed to this Memorandum in the Official Records of Alameda County (“Official Records”) after record of this Memorandum is made and before the original is returned as specified in Government Code Section 27321.

2. Pursuant to the Lease, Lessor leases to Lessee and Lessee leases from Lessor that certain real property, more particularly described in Exhibit A, attached hereto and incorporated herein (the “Property”). The Commencement Date of the Lease shall be the date that this Memorandum is recorded in the Official Records, and the Lease shall remain in effect for the seventy-five (75) year period ending on the day preceding the seventy-fifth (75th) anniversary of the Commencement Date, unless sooner terminated pursuant to the terms and conditions of the Lease.

3. As more particularly set forth in the Lease, certain development, affordability, and occupancy restrictions apply to the use of the Property.

4. This Memorandum shall incorporate herein all of the terms and provisions of the Lease as though fully set forth herein.

D-1
4859-3312-3005v2

5. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease, of which this is a memorandum. In the event of any inconsistency between the terms and conditions of this Memorandum and the terms and conditions of the Lease, the terms and conditions of the Lease shall control.

6. This Memorandum may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts so executed shall together constitute but one and the same instrument.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

D-1
4859-3312-3005v2
IN WITNESS WHEREOF, the parties have caused this Memorandum to be duly executed as of the date first above written.

LESSOR:

City of Pleasanton, a municipal corporation

By: _______________________________
Gerry Beaudin, City Manager

ATTEST:
_____________________________
Jocelyn Kwong, City Clerk

APPROVED AS TO FORM:

____________________________________
Daniel G. Sodergren, City Attorney

LESSEE:

Ridge View Commons II Associates, L.P., a California limited partnership

By: Ridge View Commons LLC,
a California limited liability company,
its general partner

By: Eden Investments, Inc.,
a California nonprofit public benefit corporation,
its sole member/manager

By: ____________________________
Andrea Osgood, Chief of Real Estate Development and
Executive Vice President

SIGNATURES MUST BE NOTARIZED.

D-1
4859-3312-3005v2

ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On , before me,___________________________________________, (Name of Notary)

notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)

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.

D-1
4859-3312-3005v2

ACKNOWLEDGMENT

State of California )
) ss
County of ___________ )

On , before me,___________________________________________, (Name of Notary)

notary public, personally appeared _________________________________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

(Notary Signature)

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.

D-1
4859-3312-3005v2

Exhibit A to Memorandum

PROPERTY

The land referred to is situated in the City of Pleasanton, County of Alameda, State of California, and is described as follows:

PARCEL ONE:

ALL BUILDINGS AND OTHER IMPROVEMENTS WHICH BUILDINGS AND IMPROVEMENTS ARE AND SHALL REMAIN AS REAL PROPERTY, SITUATED ON THE FOLLOWING DESCRIBED:

PARCEL 2 AS SHOWN ON PARCEL MAP NO. 5231, FILED APRIL 22, 1988, IN BOOK 176 OF MAPS AT PAGES 40 AND 41, ALAMEDA COUNTY RECORDS.

PARCEL TWO:

PARCEL 2 AS SHOWN ON PARCEL MAP NO. 5231, FILED APRIL 22, 1988, IN BOOK 176 OF MAPS AT PAGES 40 AND 41, ALAMEDA COUNTY RECORDS.

EXCEPTING FROM PARCEL TWO ALL BUILDINGS AND OTHER IMPROVEMENTS SITUATED ON ABOVE SAID LAND, WHICH ARE AND SHALL REMAIN AS REAL PROPERTY.

APN: 947-0008-010

D-1
4859-3312-3005v2
Exhibit C

REGULATORY AGREEMENT

[Attach form of Regulatory Agreement.]

D-1
4859-3312-3005v2
Exhibit D

NOTE

[Attach form of Note.]

Item #8

CITY COUNCIL AGENDA REPORT

June 4, 2024
Library and Recreation

TITLE: ADOPT AN UPDATED RESOLUTION FOR ACCESS TO AUGUSTIN BERNAL PARK THROUGH GOLDEN EAGLE ESTATES AND RESCIND RESOLUTION NO. 93-44

SUMMARY
In 1986, the City Council approved the development of Golden Eagle (Farms) Estates located east and west of Foothill Road. Augustin Bernal Park lies to the west of this housing community. As a condition of the approval, guidelines were established to address access to the park by residents and non-residents. Golden Eagle Estates will be adding a pedestrian gate to the entrance, requiring updates to the guidelines. At the May 9, 2024, Parks and Recreation Commission meeting the commission unanimously recommended adoption of the updated resolution.

RECOMMENDATION
Adopt an Updated Resolution for Access to Augustin Bernal Park through Golden Eagle Estates and Rescind Resolution No. 93-44.

BACKGROUND
In 1986, the City Council approved the development of Golden Eagle Estates located east and west of Foothill Road. Augustin Bernal Park lies to the west of this housing area. As a condition of approval, guidelines were established that addressed access to the park by residents and non-residents (Attachment 1).

The original guidelines included requirements that were never administered (i.e. charging fees for non-residents and providing passes to non-resident bicyclists). There was also no clear indication in the original guidelines of what information should be collected from visitors upon entry to the park. After a discussion between staff at Golden Eagle Estates and the City, it was determined that these items should be updated and addressed.

Recently the community of Golden Eagle Estates requested the addition of pedestrian gates at the entry at Golden Eagle Way. The addition of these gates, along with the desire to update outdated guidelines, requires the rescinding of resolution No. 93-44 and the adoption of a new resolution (Attachment 2).

DISCUSSION
The new guidelines (Attachment 3: Exhibit A), address the following:
• Park access hours
• Documents that qualify as proof of residency
• Number of allowable guests per vehicle

• Fees and guidelines for non-resident access, including how to purchase a weekly pass and what document(s) to show at the guard gate to indicate the purchase of the weekly pass
• Access for pedestrians and bicycles
• Access for horse trailers and the number of allowable horse trailers at any given time • Guidelines for special events at the park
• Traffic enforcement
• What to do if parking reaches the maximum
• How to address unexpected closures
• What information should be recorded from each visitor to the park.

On March 18, 2024, Golden Eagle Estates’ Board of Directors reviewed the draft Management Plan for Accessing Augustin Bernal Park Through Golden Eagle Estates and approved the plan (Attachment 4).

On May 9, 2024, the Parks and Recreation Commission recommended adoption and provided staff with the following feedback:
• Add signage to the guard gate announcing the new non-resident fee • Contact other cities to alert them of the change to non-resident access • Create a handout that the guards can distribute to help alert visitors of the change • Share how the information collected at the guard gate is stored and protected.

The information that is recorded at the guard gate is stored in a locked box within the guard gate, which is staffed 24 hours a day, seven days a week. These records are collected by Library and Recreation staff quarterly and stored for an additional quarter. They are then shredded.

Staff will work with Golden Eagle Estates on signage and marketing materials.

EQUITY AND SUSTAINABILITY
The new guidelines will help to preserve the beauty of the park and its inhabitants, mitigate traffic in the community, and provide greater access opportunities for residents.

OUTREACH
Staff have been working with Golden Eagle Estates for over a year to develop the draft guidelines. Golden Eagle Estates staff have met with community residents on multiple occasions, held many meetings, and on March 18, 2024, at their board meeting, approved the draft guidelines.

STRATEGIC PLAN ALIGNMENT
This action advances the following Citywide goals and strategies:

ONE Pleasanton Citywide Strategic Plan
• Funding Our Future, Strategy 1 – Develop a long-term strategy for funding operations

and maintenance needs to ensure reliability of community-owned facilities and infrastructure and continuity of City services.
• Investing in Our Environment, Strategy 7 – Continue to invest in parks, bicycle, and pedestrian infrastructure, and public art to improve traffic safety, promote climate resilience, and increase equitable access to cultural and recreational opportunities. • Building a Community Where Everyone Belongs, Strategy 3 –Implement high priority items from the Library and Recreation Strategic Plan to continue to develop activities and programs that meet the needs and interests of the community. o Library and Recreation Strategic Plan:
• Goal A Program, Plans and Services, Strategy A2 – Evaluate the effectiveness of all department services and programs through the use of performance metrics to determine program efficacy and opportunities for improvement, including best practice comparisons with other agencies.

FISCAL IMPACT
There are no associated expenditures for the Library and Recreation Department with this item; however, a small increase in revenue from the non-resident weekly pass is expected.

The revenue amount is unknown at this time.

Prepared by: Submitted by: Approved by:

Heidi Murphy, Director of
Library and Recreation
Heidi Murphy, Director of Library and
Recreation

Gerry Beaudin, City
Manager

Attachments:

1. Resolution No. 93-44

2. Draft Resolution

3. Exhibit A Management Plan

4. Golden Eagle Estates’ Board Approval Letter

Attachment 1

RESOLUTION NO.

RE

SOLUTION OF THE CITY COUNCIL OF THE CITY OF PLEASANTON APPROVING

MANAGEMENT PLAN FOR ACCESSING AUGUSTIN BERNAL PARK THROUGH GOLDEN ESTATES FARMS AND RESCINDING RESOLUTION NO. 93-44 W
HEREAS, on April 20, 1993, the City Council adopted Resolution No. 93-44 approving a management plan for accessing Augustin Bernal Park through Golden Eagle Estates; W
HEREAS, a review of the existing resolution (No. 93 -44) found that it is outdated and does not reflect current standards and practices;
W
HEREAS, on May 9, 2024, the Park s and Recreation Commission considered the revision of Resolution 93-44 and adopted a resolution recommending changes to the City Council.

NO

W, THEREFORE , THE CITY COUNCIL OF THE CITY OF PLEASANTON DOES RESOLVE, DECLARE, DETERMINE AND ORDER THE FOLLOWING:

SE
CTION 1. Repeals Resolution No. 93-44
S
ECTION 2. Establishes a management plan for accessing Augustin Bernal Park pursuant to Exhibit “A”, attached hereto and incorporated herein by this reference.

S
ECTION 3. City staff and Golden Eagle HOA staff are instructed to carry out the attached requirements in all administrative decisions affecting access to the park.

S
ECTION 4. This resolution shall become effective immediately upon its passage and adoption.

PA
SSED, APPROVED AND ADOPTED by the City Council of the City of Pleasanton at a regular meeting held on {DATE}
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 {DATE}, by the following vote:

Ayes:

Noes:

Absent:

Abstain:
_____________________________
J
ocelyn Kwong, City Clerk
APPR
OVED AS TO FORM:
_______________________________

Daniel G. Sodergren, City Attorney
Attachment 2

Exhibit A: Management Plan for Accessing Augustin Bernal Park Through Golden Eagle Estates
Management Plan

1. The Augustin Bernal Park is accessed through a private community. Entrance to the park is via a gate located at Golden Eagle way. The gate is manned by Golden Eagle security guard 24 hours a day.

2. Park access will generally be limited to daylight hours:
a. Access to the park no earlier than 7:30am; and
b. Closed no later than 7pm during the months of June, July, and August; no later than 6pm the months of April, May and September; no later than 5pm the remainder of the months.

3. City of Pleasanton residents must provide a driver’s license or other qualifying proof of residency at the guard at the gate for entrance to the park. a. Qualifying proof of residency documents include the following:
i. High School Student Identification Card;
ii. City of Pleasanton Employee Identification Card; or iii. Photo I.D. indicating a Pleasanton address.

4. Pleasanton residents are permitted a maximum of three additional guests per vehicle.

5. Non-Residents must obtain a visitor pass for access to the park. The weekly pass can be purchased at pleasantonfun.com. The fee for the pass is listed in the Master Fee Schedule. a. Non-Residents will present this visitor pass at the gate. i. The visitor pass is a receipt from the Library and Recreation Department’s registration software that indicates the visitors name, address, and the dates that the pass is valid. The pass will also include rules for the park and a map showing the route from the guard office to the park.
ii. Non-Residents can print out the receipt to show at the guard office or show the receipt on their mobile device to the guard to gain access to the park.

6. Notwithstanding Sections 3, 4, and 5 above, residents and non-residents entering the park by a bicycle shall enter through the vehicle lane at the guard office.

7. Notwithstanding Sections 3, 4, and 5 above, residents and non-residents entering the park by the pedestrian path shall queue at the locked pedestrian gate and allow the guard to check the pedestrian’s proof of access prior to the pedestrian being granted entry to the park.

Attachment 3

8. Notwithstanding Sections 3, 4, and 5 above, horse trailers transporting a maximum of three horses per trailer will be permitted. At the discretion of the guard on duty, horse trailers seeking entry into the park may be denied access if capacity becomes a concern based on the number of horse trailers already granted access for that day and time.

9. City staff shall notify Golden Eagle HOA of any City events or City camps planned to be held at the park within 30 days of the City’s knowledge of such an event, or as soon as reasonably possible, whichever is earliest.

10. Matters involving traffic enforcement shall be referred to the City of Pleasanton Police Department.

11. In the event the parking lot reaches maximum capacity, Golden Eagle HOA shall have the authority to close the parking area to additional vehicles and deny access of additional vehicles until parking becomes available. Golden Eagle HOA shall notify the City prior to such a closure.

12. The City of Pleasanton shall post signage at the entrance gate announcing hours of operation.

13. The City of Pleasanton shall post information on the City website that will contain the following information:
a. Hours of operation;
b. Access for requirements for Residents and Non-Residents; c. Map with route from gate entrance to the park; and
d. Information and guidelines regarding park rules including, but not limited to, speed limits for both vehicles and bicycles.

14. Cooperating public agencies and City staff shall be required to provide their staff identification card or arrive in a marked agency vehicle to gain access to the park.

15. In the event of hazardous conditions, including but not limited to fires, flooding, and landslides; Augustin Bernal Park shall be subject to closure. The City of Pleasanton staff will notify Golden Eagle HOA of any trail closures and post closure information on the City website.

16. Golden Eagle Estates Staff will record the following information for each visitor to the park:
a. Name of the visitor requesting entry; and
b. Make/Model and License Plate from each vehicle.
i. The information will be kept in Golden Eagle guard office until it is transferred to the City for archiving.

GOLDEN EAGLE ESTATES ASSOCIATION
C/O Homeowner Association Services
2266 Camino Ramon
San Ramon, CA 94583
Tel: 925-830-4848 / Fax: 925-830-0252
Email: [email protected]
M
arch 18, 2024
M
ichele Crose Via email: [email protected]
City of Pleasanton
M
ichele,
T
he Board of Directors at Golden Eagle Estates has approved the revised Management Plan for Accessing Augustin Bernal Park through Golden Eagle Farms (Estates) drafted on March 6, 2024.

P
lease move the plan thru the appropriate city staff so we can then move ahead with securing the entry as discussed.

R
egards,
T
he Board of Directors
Golden Eagle Estates
C
c: Randy Ritter Community Manager
Attachment 4

Item #9

CITY COUNCIL AGENDA REPORT

June 4, 2024
Public Works - Operations Division

TITLE: INTRODUCE AND WAIVE FIRST READING OF AN ORDINANCE UPDATING PLEASANTON MUNICIPAL CODE, CHAPTER 9.14, TO CONFORM WITH

OBLIGATIONS SPECIFIED IN THE CITY'S MUNICIPAL REGIONAL NATIONAL

POLLUTANT DISCHARGE ELIMINATION SYSTEM PERMIT

SUMMARY
Amendment of the City’s Stormwater Management and Discharge Control Ordinance, Pleasanton Municipal Code (PMC) Chapter 9.14 (Stormwater Ordinance) is needed to conform with the obligations specified in the City’s Municipal Regional Stormwater National Pollutant Discharge Elimination System (NPDES) Permit (MRP), or amended as revised, NPDES Permit No. CAS612008, and any reissuance thereof, adopted by the California Regional Water Quality Control Board – San Francisco Bay Region (Regional Water Board), and applicable federal and state regulations. The proposed changes enhance the City’s Stormwater Ordinance through the deletion of obsolete and non-applicable language, update text inconsistent with current MRP language, and add current MRP obligations.

RECOMMENDATION
Introduce and waive first reading of an ordinance updating Pleasanton Municipal Code, Chapter 9.14, to conform with obligations specified in the City's Municipal Regional National Pollutant Discharge Elimination System Permit.

BACKGROUND
Section 402(p) of the federal Clean Water Act (CWA), as amended by the Water Quality Act of 1987, requires NPDES permits for stormwater discharges from municipal separate storm systems (MS4s) which are considered potential significant contributors of pollutants to waters of the United States. The Regional Water Board is the NPDES Program regulating authority over the San Francisco Bay Region. In 1991, in response to the Regional Water Board's issuance of the first countywide NPDES permit, the Alameda Countywide Clean Water Program (ACCWP) was established. The ACCWP comprises the cities within Alameda County, the County of Alameda, the Alameda County Flood Control and Water Conservation District, and the Zone 7 Water Agency (collectively referred to as Member Agencies). At the time, ACCWP developed a Model Stormwater Ordinance for its Member Agencies to provide the legal authority to implement their stormwater programs consistent with the permit. The City adopted the Model Stormwater Ordinance in 1992, Ordinance No. 1572, and codified the Model Stormwater Ordinance under PMC Chapter 9.14, Stormwater Management and Discharge Control.

Since the incorporation of the Model Stormwater Ordinance framework into the PMC, stormwater requirements in subsequent reissuances of the NPDES permit have expanded with the intent of reducing impacts on water quality from urban runoff. The City has made several minor updates to PMC Chapter 9.14; the most recent update occurred in April 2011 with

Ordinance No. 2019, which allowed for administrative citations for stormwater violations.

Recognizing the substantial changes in stormwater regulatory obligations since the development of the 1991 Model Stormwater Ordinance, ACCWP Member Agencies recently formed a workgroup composed of Member Agency staff, ACCWP Legal Counsel, and ACCWP consultants to develop an update to the Model Stormwater Ordinance. This update does not change Member Agency obligations under the current MRP but deletes non-applicable language and adds current MRP obligations not previously delineated in the original Model Stormwater Ordinance. The proposed amendments to the PMC are consistent with this update to the Model Stormwater Ordinance for use by the ACCWP Member Agencies.

DISCUSSION
The proposed amendments to PMC Chapter 9.14 Stormwater Management and Discharge Control are summarized below:

Section 9.14.010 – Adds additional clarification to the purpose of Chapter 9.14 with the updated proposed provisions added to the chapter.

Section 9.14.020 – Added provision intended to clarify the role of Chapter 9.14 in compliance with other applicable federal and state regulations.

Section 9.14.030 – Adds and updates definitions to conform with the current MRP and applicable federal and state regulations.

Section 9.14.040 – Minor revisions made to update department names and deletion of regulatory references moved under applicable provisions.

Section 9.14.050 – Transfer of regulation references previously under another provision within this provision and adds language clarifying the standards established within the chapter are minimum standards.

Section 9.14.060 – New provision that adds language to stipulate chapter applicability.

Section 9.14.070 – New provision that adds language on severability and validity to the chapter if any portion of the ordinance is declared invalid.

Section 9.14.080 – Enhanced language to clarify that any non-stormwater discharges to the City’s storm system are prohibited, and the City has the authority and duty to require adherence to Chapter 9.14 to any person intending to connect to the City’s storm drain system.

Section 9.14.090 – Adds and updates exemptions to discharge prohibition to conform with the current MRP.

Section 9.14.100 – Adds clarifying language with regard to discharge in violation of the City’s MRP as the responsibility of every owner of real property within the city, and the liability of such discharges shall be that of the property owner.

Section 9.14.110 – Adds clarifying language to the responsibilities of any person/business found responsible for an illicit discharge and illicit connection, including the prompt cease and

desist, cleanup, abatement, and, if applicable, removal of illicit connection. In addition, it adds language to clearly state if the City performs the cleanup and abatement work, the City can seek cost recovery and has the authority to inspect any premises, parcel, or mobile business operating within the city.

Section 9.14.120 – Updates and adds language for implementing best management practices to prevent waste and pollutants from entering the City’s storm drain system through the various ways they can enter the storm system, including notification to the City for known or suspected release of pollutants.

Section 9.14.130 – Updates site management requirements pertaining to public and private construction sites and activities, clarifying City and site obligations to implement effective erosion control, run-on and runoff control, sediment control, active treatment systems (as appropriate), good site management, and non-stormwater management through all phases of construction.

Section 9.14.140 – Updates development and design requirements pertaining to new and redevelopment projects, clarifying City and permit applicant obligations to implement source control, site design, and stormwater treatment measures.

Section 9.14.150 – Adds trash load control measures and actions to reduce trash impacts on the city’s storm drain system and waterways, including those from illicit discharges, illegal dumping, existing development, and new/redevelopment.

Section 9.14.160 – Adds language into the chapter to provide transparency regarding MRP obligations for new and redevelopment projects entering into maintenance agreements for the long-term maintenance of the stormwater treatment measures.

Section 9.14.170 – Updates language related to the City’s authority to inspect and sample to ensure MRP compliance, as well as require those responsible for violations to take appropriate follow-up action to prevent the discharge of pollutants including the implementation of appropriate BMPs and/or installation of full trash capture systems/devices.

Section 9.14.180 – Minor editorial modification and deletion of prior provision language for consolidation.

Section 9.14.190 - 9.14.220 – Mainly provision renumbering adjustments with minor editorial modifications.

Section 9.14.230 – Language added and deleted to update proper enforcement for violations deemed a public nuisance and minor editorial changes.

Section 9.14.250 – Minor editorial adjustments and addition of cost recovery for any applicable attorney’s fees for any violation enforced by civil action.

Section 9.14.260 – Updates related to the City’s enforcement authority, expanded to include:
verbal/written warning, stop work order, withholding plan approvals or permits, and parameters for administrative cost recovery against violators.

Section 9.14.270 – Added provision to address the City’s authority to execute abatement measures for violations.

Section 9.14.280 – Updates and clarifies language with regard to the City’s authority to arrest or issue citations for violations of this chapter.

Section 9.14.300 – Minor editorial modifications.

The proposed amendments would update the City’s stormwater regulations to achieve consistency with the MRP, which imposes requirements to reduce impacts on water quality from urban runoff. In addition, the incorporation of the proposed amendments as updated from the ACCWP Model Stormwater Ordinance is consistent with ACCWP Member Agency stormwater ordinance updates.

Further, the MRP requirements are current regulatory obligations. Incorporating these requirements thoroughly within the City’s PMC provides greater transparency and efficiency in the implementation of fulfilling the City’s MRP obligations, providing staff with specific PMC provisions for clear communication within the applicable situation as staff engages with the community on stormwater-related issues to ensure the City has the authority to maintain compliance upon expanded areas of MRP obligation.

The ordinance adopting these amendments is provided as Attachment 1; a redline version of the proposed changes to PMC Chapter 9.14 is provided as Attachment 2.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
The proposed updates to Chapter 9.14 of the Pleasanton Municipal Code address pollutant control measures and are exempt from the provisions of the California Environmental Quality Act (CEQA); Chapter 3 (commencing with Section 21100) of Division 13 of the Public Resources Code as provided in categorical exemption classes 1, 4, 5, 6, 8, 9, and/or 21 of the CEQA Guidelines (Title 14, California Code of Regulations Sections 15301 – 15329).

EQUITY AND SUSTAINABILITY
Approval of this action advances the City's Climate Action Plan 2.0 (CAP) - Water Resources strategy as the proposed amendments to PMC Chapter 9.14 will improve stormwater resilience by strengthening the City’s municipal code with the goal of protecting City waterways from pollution and contamination.

OUTREACH
No outreach was conducted, as this item is a routine matter of City business.

STRATEGIC PLAN ALIGNMENT
Approval of this action advances the Citywide ONE Pleasanton strategic plan goal of Investing in Our Environment, Strategy 6 - Continue to implement priority items from the Climate Action Plan 2.0 (CAP) to lead by example in environmental sustainability.

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

Prepared by: Submitted by: Approved by:

Rita Di Candia,
Environmental Services
Manager - Public Works
Siew-Chin Yeong, Director of Public
Works

Gerry Beaudin, City
Manager

Attachments:

1. Ordinance amending Chapter 9.14 of the Pleasanton Municipal Code

2. Redline version of the proposed amendments to PMC Chapter 9.14

ORDINANCE NO.

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PLEASANTON AMENDING ORDINANCE NO. 1572 TO UPDATE PLEASANTON MUNICIPAL CODE CHAPTER 9.14 TO CONFORM WITH OBLIGATIONS SPECIFIED IN THE CITY OF PLEASANTON’S MUNICIPAL REGIONAL NATIONAL POLLUTANT

DISCHARGE ELIMINATION SYSTEM PERMIT
WHEREAS, in 1991, the Alameda Countywide Clean Water Program was established in response to the San Francisco Bay Regional Water Quality Control Board’s issuance of a National Pollutant Elimination System stormwater discharge permit to the member agencies of the Alameda Countywide Clean Water Program; and
WHEREAS, in 1991, the Alameda Countywide Clean Water Program developed a Model Stormwater Ordinance for its member agencies to provide legal authority to implement stormwater programs consistent with the National Pollutant Elimination System permit; and WHEREAS, the City of Pleasanton is a member agency of the Alameda Countywide Clean Water Program; and
WHEREAS, on July 21, 1992, the City Council adopted Ordinance No. 1572 adding Chapter 9.14 to Title 9, concerning the City’s stormwater management and discharge control program, to the City of Pleasanton’s municipal code; and WHEREAS, on April 19, 2011, Ordinance No. 1572 was amended by Ordinance 2019 Section 1 to allow for administrative citations for stormwater violations; and WHEREAS, on May 22, 2022, the San Francisco Bay Regional Water Quality Control Board reissued a revised version of the National Pollutant Elimination System permit; and WHEREAS, the most recent revised version of the National Pollutant Elimination System permit became effective on July 1, 2022; and
WHEREAS, the City Council wishes to amend Ordinance No. 1572 to update Chapter

9.14 of the Pleasanton Municipal Code to conform with the obligations specified in the most recent revised version of the City’s Municipal Regional National Pollutant Discharge Elimination System permit.

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

SECTION 1. Amendment. Ordinance No. 1572 is amended to update Chapter 9.14 of the City of Pleasanton’s municipal code to conform to obligations specified in the City’s Municipal Regional National Pollutant Discharge Elimination System Permit, the specifics of which are included in Exhibit “A.

SECTION 2. Severability. If any part of this ordinance is declared invalid by a court, such invalidity shall not affect any of the remaining parts.

Ordinance No.

SECTION 3. Publication. 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. Effective Date. 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 June 4, 2024, and adopted on June 18, 2024, 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

Chapter 9.14

STORMWATER MANAGEMENT AND DISCHARGE CONTROL
§ 9.14.010 Purpose and intent.

This chapter shall be known as the "City of Pleasanton Stormwater Management and Discharge Control Ordinance" and may be so cited.

The purpose of this chapter is to ensure the future health, safety and general welfare of city Pleasanton citizens by:

A. Eliminating the non-stormwater discharges to the municipal separate storm sewer (hereinafter referred to as MS4).

B. Controlling the discharge to municipal separate storm sewers from spills, dumping or disposal of materials other than stormwater.;
C. Reducing pollutants and wastes in stormwater discharges to the maximum extent practicable (MEP);.

E. Establishing the City of Pleasanton to comply with the California Regional Water Quality Control Board San Francisco Bay Area Region Municipal Regional Stormwater National Pollutant Discharge Elimination System (NPDES) permit (hereinafter referred to as the MRP), or amended as revised, NPDES Permit No. CAS612008, any reissuance thereof, and applicable federal and state regulations.

The MRP is available on the Regional Water Board website at:
https://www.waterboards.ca.gov/sanfranciscobay/water_issues/programs/stormwater/ The intent of this chapter ordinance is to protect and enhance the water quality of our watercourses, water bodies, and wetlands in a manner pursuant to and consistent with the Clean Water Act and the California Water Code.
§ 9.14.020 Compliance with Other Laws
A. The requirements of this chapter are minimum requirements. They do not replace, repeal, abrogate, supersede, or affect any other more stringent requirements, rules, regulations, covenants, standards, or restrictions. Where this chapter imposes requirements that are more protective of human health or the environment than those set forth elsewhere, the provisions of this chapter shall prevail.

B. Approvals and permits granted under this chapter are not waivers of the requirements of any other laws, nor do they indicate compliance with any other laws. Compliance is still required with all applicable federal, state, regional, and local laws and regulations, including rules promulgated under authority of this chapter.
(Ord. 1572 § 2, 1992)
§ 9.14.0320 Definitions.

A. A. Any terms defined in the MRP, Federal Clean Water Act, or the California water Code and acts amendatory thereof or supplementary thereto, and/or defined in the regulations for the stormwater discharge permitting program issued by the United States Environmental Protection Agency on November 16, 1990 (as may, from time to time, be amended), as used in this chapter, shall have the same meaning as in that statute or regulations. Specifically, the definition of the following terms included in that statute or regulation are hereby incorporated by reference, as now applicable or as may hereafter be amended: discharge, illicit discharge, pollutant and stormwater. These terms presently are defined as follows:

1. “Applicant” means any Person applying to the City of Pleasanton for permitting or approval of a

project.

2. “Authorized enforcement official” for the purposes of this Chapter, means the following City of Pleasanton officials and/or their designees, employed by the City of Pleasanton or working under a contract with the City of Pleasanton: Fire Chief or his or her designee, Public Works Director or his or her designee, City Engineer or his or her designee, and/or Building Official or his or her designee.

3. “Best management practice (BMP)” means structural device, measures, facility, activity, schedules of activities, prohibitions of practices, general good housekeeping practices, pollution-prevention practices, maintenance procedures, and other management practices to prevent or reduce the discharge of pollutants directly or indirectly to “waters of the United States.” BMPs also include treatment requirements, operating procedures, and practices to control plant-site runoff, spillage or leaks, sludge or waste disposal, or drainage from raw material storage.

4. “Biotreatment Soil Media (BSM)” means a soil blend designed to meet the specifications approved by the San Francisco Bay Regional Water Quality Control Board Executive Officer and incorporated into the C.3 Technical Guidance Manual.

5. “C.3 Technical Guidance Manual” means the most recent version of the Alameda Countywide Clean Water Program manual that sets forth guidance, design standards and best management practices for low impact development.

6. “City” means the City of Pleasanton.

7. “Construction activity” means any activity that involves soil disturbing activities including, but not limited to, grubbing, clearing, filling, leveling, building, paving, grading, demolition, and ground disturbances such as stockpiling and excavation unless exempted by the municipal code.

8. “Development” or “development project” means construction, rehabilitation, redevelopment, or reconstruction of any public or private residential project (whether single-family, multi-unit, or planned unit development); or industrial, commercial, retail or other nonresidential project, including public agency projects. Development project as defined here and used in this chapter includes redevelopment, which means land-disturbing activity that results in the creation, addition, or replacement of exterior impervious surface area on a site on which some past development has occurred.

9. “Development runoff requirements” means the provisions in the MRP and any additional City of Pleasanton standards that contain performance standards to address both the construction and post- construction phase of new development and redevelopment projects.

10. “Director” means the Public Works Director of the City of Pleasanton, or his or her designee.

11. “Discharge” means: a) Any addition or discharge of any pollutant, waste, or combination of pollutants and waste directly or indirectly to the storm drain system or to Waters of the United States or Waters of the State from any activity or operation, or b) Any addition of any pollutant, waste, or combination of pollutants and waste directly or indirectly to the storm drain system or to the waters of the contiguous zone or the ocean from any activity or operation other than a vessel or other floating craft being used as a means of transportation.

This includes additions of pollutants or waste to Waters of the United States or Waters of the State from: surface runoff which is anthropogenically collected or channeled; discharges through pipes, sewers, or other conveyances, including street surfaces and curb and gutters, owned by a State, municipality, or other Person which do not lead to a treatment facility; and discharges through pipes, sewers, or other conveyances, leading to privately owned treatment works.

"Discharge" means: (a) any addition of any pollutant to navigable waters from any point source; or (b) any addition of any pollutant to the waters of the contiguous zone or the ocean from any point source other than a vessel or other floating craft.

12. “Discharger” means a Person or entity who or which, respectively, allows, causes, permits to occur, or performs a discharge. “Discharger” also means the owners of real property on which such activities, operations or facilities are located; provided, however, that a local government or public authority is not a discharger as to activities conducted by others in public rights-of-way.

13. “Front yard” means an open space extending the full width of the lot, between a building and the front lot line, unoccupied and unobstructed from the ground upward except as specified elsewhere in this title.

14. “Full trash capture” or a “full trash capture system or device” means any device or series of devices that traps all particles retained by a minimum five-millimeter mesh screen and has a design treatment capacity of not less than the peak flow rate resulting from a one-year, one-hour storm in the tributary drainage catchment area.

15. “GPS Coordinates” means a set of unique identifiers of a precise geographic location on the earth, usually expressed in alphanumeric characters as the location’s latitude and longitude values.

16. “Green stormwater infrastructure (GSI)” means infrastructure that uses vegetation, soils, and natural processes to manage water and create healthier urban environments. At the scale of a city or county, green infrastructure refers to the patchwork of natural areas that provides habitat, flood protection, cleaner air, and cleaner water. At the scale of a neighborhood or site, green infrastructure refers to stormwater management systems that mimic nature by soaking up and storing water. As Low Impact Development (LID) practices are often implemented with GSI, these concepts are together referred to as LID/GSI.

17. “Hydromodification” means modification of a stream’s hydrograph, caused in general by increases in flows and durations that result when land is developed (e.g., made more impervious). The effects of the hydromodification include, but are not limited to, increased bed and bank erosion, loss of habitat, increased sediment transportation and deposition, and increased flooding.

18. “Hydromodification management (HM)” means engineered systems designed to minimize changes to the hydrograph (hydromodification) resulting from development by matching the flow durations (long-term temporal patterns of volume and rate) of the pre-project runoff.

19. “Illicit connection” means any device or method that conveys an illicit discharge to an MS4 or receiving water or any conveyance that has not been documented in plans, maps, or equivalent records and approved by the City of Pleasanton.

20. “Illicit discharge” means any discharge to the MS4 that is prohibited under local, state, or federal statutes, ordinances, codes, or regulations. This includes all non-stormwater discharges not composed entirely of stormwater, except discharges allowed pursuant to an NPDES permit (other than the NPDES permit for discharges from the MS4).
"Illicit discharge" means any discharge to the city storm sewer system that is not composed entirely of stormwater except discharges pursuant to a NPDES permit and discharges resulting from firefighting activities.

21. “Industrial Activity” means any activity that involves manufacturing, processing, or raw materials

storage areas. Further definition of activities covered is provided in 40 Code of Federal Regulations Section 122.26(b) and the Statewide Industrial General Permit.

22. “Landscaping” means the planting and maintenance of trees, shrubs, lawns and other evergreen ground cover or material, including inorganic accessory materials utilized to accent or complement the vegetation.

23. “Low impact development (LID)” uses site design and stormwater management to maintain the site’s pre-development runoff rates and volumes. The goal of LID is to mimic a site’s predevelopment hydrology by using design techniques that infiltrate, filter, store, evaporate, detain, and/or biotreat stormwater runoff on or near the site. At the site scale, GSI is a subset of LID. As LID practices are often implemented with GSI, these concepts are referred together as LID/GSI.

24. “Lot” means a piece or parcel of land owned as a single unit in common ownership, occupied or intended to be occupied by a principal building or a group of such buildings and accessory buildings, or utilized for a principal use and uses accessory thereto, together with such open spaces as are required by this title, and having frontage on and access to an approved and accepted City of Pleasanton street that meets the standards of width and improvements as specified in the regulations of the City of Pleasanton contained in or adopted pursuant to the subdivision title and street improvement chapter as to the section and the frontage of the lot involved, or having frontage on and access to an approved private street.

25. “Maximum extent practicable (MEP)” means a standard for implementation of stormwater management programs to reduce pollutants in stormwater to the maximum extent possible, taking into account equitable considerations and competing facts including, but not limited to, the seriousness of the problem, public health risks, environmental benefits, pollutant removal effectiveness, regulatory compliance, cost and technical feasibility.

26. “Municipal Regional Stormwater NPDES Permit (MRP)” means the California Regional Water Quality Control Board San Francisco Bay Region Municipal Regional Stormwater NPDES permit issued to the City of Pleasanton, NPDES Permit No. CAS612008 and any subsequent amendment, reissuance, or successor to this NPDES permit.

27. “Municipal separate storm sewer system (MS4)” means and includes, but is not limited to, those facilities within the City of Pleasanton by which stormwater may be conveyed to waters of the United States, including any roads with drainage systems, municipal streets, catch basins, curbs, gutters, ditches, manmade channels, or storm drains, which are not part of a publicly owned treatment works (POTW) as defined at 40 Code of Federal Regulations Section 122.2.

28. “Non-stormwater discharge” means any discharge that is not entirely composed of stormwater.

29. “NPDES” means National Pollutant Discharge Elimination System.

30. “NPDES permit” means a NPDES permit issued by the United States Environmental Protection Agency, the State Water Resources Control Board, or a California Regional Water Quality Control Board pursuant to the Clean Water Act and the California Water Code that authorizes discharges to waters of the United States.

31. “Person” means an individual, corporation, partnership, association, State, municipality, commission, or political subdivision of a State, or any interstate body.

32. “Pollutant” means dredged soil, solid waste, incinerator residue, filter backwash, sewage, pet wastes, manure, garbage, sewage sludge, munitions, chemical wastes or byproducts, fuels, biological

materials, radioactive materials (except those regulated under the Atomic Energy Act of 1954, as amended (42 U.S.C. 2011 et seq.)), heat, wrecked or discarded equipment, sediment, contaminated waste discharged from hot tubs, pools or spas, dumped yard wastes, food related wastes, rock, sand, dirt, and industrial, municipal and agricultural waste discharged into water, or placed in an area or manner such that it could be swept away or carried by stormwater runoff. "Pollutant" means dredged soil, solid waste, incinerator residue, sewage, garage, sewage sludge, munitions, chemical wastes, biological materials, radioactive materials, heat, wrecked or discarded equipment, rock, sand, cellar dirt and industrial, municipal and agricultural waste discharge into water.

A pollutant shall also include any increment of increase in the total volume or rate of stormwater runoff resulting from any activity or development occurring after the effective date hereof.

33. “Premises” means any building, lot, parcel, real estate, or land or portion of land, whether improved or unimproved, including adjacent sidewalks and parking strips.

34. “Regulated project” means a development project, as defined in MRP Provision C.3. These projects are required to implement LID source control, site design, and LID/GSI stormwater treatment onsite or at a joint stormwater treatment facility, in accordance with the criteria for LID/GSI and numeric sizing for stormwater treatment systems, and may be required to implement hydromodification management as put forth in the MRP.

35. “Responsible person” means the owner, occupant, or entity responsible for any premises, or who engages in any activity, from which there is or may be a non-stormwater discharge or any Person who releases pollutants or waste to the MS4.

36. “Source control” means structural or operational BMPs that are intended to prevent pollutants from coming into contact with stormwater through the physical separation of areas or careful management of activities that are sources of pollutants.

37. “State” means the State of California.

38. “Stormwater” means temporary surface water runoff and drainage generated by immediately preceding storms. This definition shall be interpreted consistent with the definition of “stormwater” in Section 122.26 of Title 40 of the Code of Federal Regulations. "Stormwater" means stormwater runoff, snow melt runoff and surface runoff and drainage.

39. “Stormwater treatment system” means any engineered system designed to remove pollutants and waste from stormwater runoff by settling, filtration, biological degradation, plant uptake, media absorption/adsorption or other physical, biological, or chemical process. This includes landscape- based systems such as grassy swales and bioretention units as well as proprietary systems.

40. “Trash and Litter” Trash consists of litter and particles of litter. California Government Code Section 68055.1(g) defines litter as all improperly discarded waste material, including but not limited to, convenience food, beverage, and other product packages or containers constructed of steel, aluminum, glass, paper, plastic, and other natural and synthetic materials, thrown or deposited on the lands and waters of the State, but not including the properly discarded waste of the primary process of agriculture, mining, logging, sawmilling, or manufacturing.

41. “Waste” includes sewage and any and all other waste substances, liquid, solid, gaseous, or radioactive, associated with human habitation, or of human or animal origin, or from any producing,

manufacturing, or processing operation, including waste placed within containers of whatever nature prior to, and for purposes of, disposal.

42. “Watercourse” means: a) an elongated open depression or channel in which water may or does flow; b) a conduit or channel intended for the conveyance of water whether open or closed; c) a stream or course of running water flowing on the earth; or d) a ditch or artificial channel created for the conveyance of water.

43. “Waters of the State” means any surface water or groundwater, including saline waters, within the boundaries of the State.

44. “Waters of the United States” shall have the same meaning as set forth in 40 Code of Federal Regulations Section 120.2 or any successor provisions.

B. When used in this chapter, the following words shall have the meanings ascribed to them in this section:
"Authorized enforcement official" means the following city officials: zoning officer, building inspection supervisor, building inspectors, fire chief, fire marshal, fire inspectors, hazardous materials specialist, traffic engineer, assistant traffic engineer, associate civil engineer, assistant engineer, junior engineer, public works inspector, animal control officer and any other official designated by the city manager. "Best management practices (BMPs)" means schedules of activities, prohibitions of practices, general good housekeeping practices, pollution prevention practices, maintenance procedures and other management practices to prevent or reduce the discharge of pollutants directly or indirectly to "waters of the United States." BMPs also include treatment requirements, operating procedures and practices to control plant site runoff, spillage or leaks, sludge or waste disposal, or drainage from raw material storage. "City" means the city of Pleasanton.
"City storm sewer system" includes, but is not limited to, those facilities within the city by which stormwater may be conveyed to waters of the United States, including any roads with drainage systems, municipal streets, catch basins, curbs, gutters, ditches, man-made channels or storm drains, which is not part of a publicly owned treatment works (POTW).
"Nonstormwater discharge" means any discharge that is not entirely composed of stormwater. "Premises" means any building, lot parcel, real estate or land or portion of land whether improved or unimproved including adjacent sidewalks and parking strips. (Ord. 1572 § 2, 1992)
§ 9.14.0430 Responsibility for administration.

This chapter shall be administered for the city City of Pleasanton by the operations servicesPublic Works director or designee. Where storm drain facilities and/or watercourses have been accepted for maintenance by the Alameda County fFlood Ccontrol and wWater Cconservation Ddistrict (ACFCWCD), the Zone 7 Water agency, or other public agency legally responsible for certain watercourses, then the responsibility for enforcing the provisions of this chapter may be assigned to such agency (through contract or agreement executed by the city and such agency) with respect to those watercourses for which they have accepted maintenance. This chapter shall be construed to assure consistency with the requirements of the Federal Clean Water Act and acts amendatory thereof or supplementary thereto, applicable implementing regulations, and the city's current NPDES permit and any amendment, revision or reissuance thereof. (Ord. 1572 § 2, 1992; Ord. 2000 § 1, 2009; Ord. 2019 § 1, 2011)

§ 9.14.050 Construction and application
A. This chapter shall be construed to assure consistency with the requirements of the Federal Clean Water Act and acts amendatory thereof or supplementary thereto, the California Water Code and applicable implementing regulations, and the city's current NPDES permitMRP and any amendment, revision or reissuance thereof.

B. The standards established by this chapter are minimum standards. Therefore, this chapter does not intend nor imply that compliance by any discharger will ensure that the discharger will not cause contamination, pollution, or unauthorized discharge of pollutants or waste into Waters of the United States or Waters of the State. Ensuring that the discharger does not contaminate, pollute, or otherwise discharge pollutants or waste into the Waters of the United States or to Waters of the State is the ultimate responsibility of the discharger. This chapter shall not create liability on the part of the City of Pleasanton or any City of Pleasanton agent or employee for any damages that result from the discharger’s reliance on this chapter, or any lawful administrative decision made under this chapter. § 9.14.060 Scope and limits of this chapter
This chapter shall apply to:

A. Ministerial as well as discretionary approvals of development projects.

B. Dischargers at or from parcels and premises within the City of Pleasanton, which have been found to, or may be reasonably considered to, cause or contribute to pollution of stormwater runoff or illegal connections and other illicit discharges.

C. Nothing in this chapter shall be interpreted to infringe any right or power guaranteed by the United States constitution or the California constitution, including any vested property right. § 9.14.070 Severability and validity
If any portion of the ordinance codified in this chapter is declared invalid, the remaining portions of such ordinance are considered to be valid.
§ 9.14.0480 Discharge of pollutants.

The discharge of nonstormwater discharges to the city storm sewer system is prohibited. All discharges of material other than stormwater must be in compliance with a NPDES permit issued to the discharger (other than the city's current NPDES permit).

A. General Prohibition. Any discharge to the MS4 not composed entirely of stormwater is prohibited, except as set forth in Section 10.

B. The City of Pleasanton has the authority and duty to require any Person intending to connect to the MS4 to adhere to this chapter, the MRP, and any amendment, revision, or reissuance thereof.

C. It is unlawful to throw, deposit, leave, abandon, maintain or keep materials or wastes on public or private lands in a manner and place where they may result in an illicit discharge. (Ord. 1572 § 2, 1992; Ord. 2019 § 1, 2011)

§ 9.14.0950 Exceptions to discharge prohibition.

The following discharges are exempt from the prohibition set forth in Section 9.14.040 of this chapter above:

A. The prohibition on discharges shall not apply to aAny discharge regulated under an national pollutant discharge elimination system (NPDES) permit issued to the discharger and administered by the state of California under authority of the United States Environmental Protection Agency; provided, that the discharger is in full compliance with all requirements of the permit and other applicable laws or regulations.;
B. Exempt discharges, as identified in the MRP. Unpolluted discharges from those sources or activities specifically identified in or pursuant to the MRP as exempt discharges, unless they are identified by the City of Pleasanton or the Regional Water Board as a source of pollutants to receiving waters, in which case they shall be addressed as conditionally exempt discharges.

C. Conditionally exempt discharges, as identified in the MRP. Discharges from those sources or activities specifically identified in or pursuant to the MRP as conditionally exempt discharges, provided that (1) they are identified by the City of Pleasanton or the Regional Water Board as not being sources of pollutants to receiving waters, or (2) applicable BMPs are developed and implemented to eliminate adverse impacts associated with such sources or activities and required conditions described in the MRP are met prior to the discharge. Discharges from the following activities will not be considered a source of pollutants to waters of the United States when properly managed: water line flushing and other discharges from potable water sources, landscape irrigation and lawn watering, irrigation water, diverted stream flows, rising ground waters, infiltration to separate storm drains, uncontaminated pumped ground water, foundation and footing drains, water from crawl space pumps, air conditioning condensation, springs, individual residential car washings, flows from riparian habitats and wetlands, or flows from firefighting and accordingly are not subject to the prohibition on discharges. Discharges from swimming pools, spas, and ponds should be directed to the sanitary sewer or landscaping that can accommodate the volume.

C. If the Regional Water Quality Control Board or the City of Pleasanton determines that an exempt or conditionally exempt discharge results in or contributes to a violation of the MRP or of any applicable water quality standard for receiving waters, either separately or when combined with other discharges, or is a danger to public health or safety, the authorized enforcement officer may give written notice to the Responsible Person that the discharge exemption shall not apply to the discharge at issue following a 10-day period commencing upon delivery of the notice. Upon expiration of the 10-day period, any such discharge shall be unlawful.
(Ord. 1572 § 2, 1992; Ord. 2019 § 1, 2011)
§ 9.14.06100 Discharge in violation of permit.

A. Any discharge that would result in or contribute to a violation of the city's current NPDES permitMRP, and any amendment, revision or reissuance thereof, either separately considered or when combined with other discharges, is prohibited. Liability for any such discharge shall be the responsibility of the pPerson(s) causing or responsible for the discharge, and such pPersons shall defend, indemnify and hold harmless the city City of Pleasanton in any administrative or judicial enforcement action relating to such discharge.

B. Every owner of real property within the [City of Pleasanton] shall manage their property in a manner to avoid violation of this code. The property owner shall be liable for violations thereof regardless of any contract or agreement with any third party regarding the property. When there are multiple property owners, the property owners shall have joint and several liability.

1. Every property owner in the City of Pleasanton’s jurisdiction is required to conduct all activities

in a manner to avoid violation of this Code and to correct any nuisance condition.

2. Every property owner in the City of Pleasanton’s jurisdiction is required to conduct all activities in a manner to avoid violation of this Code and to correct any nuisance condition. (Ord. 1572 § 2, 1992; Ord. 2019 § 1, 2011)
§ 9.14.07110 Illicit discharge and illicit connections.

A. It is prohibited to establish, use, maintain or continue any illicit drainage connections to the city storm sewer system, and to commence or continue anyor illicit discharges to the city storm sewer systemMS4. This prohibition is expressly retroactive and applies to connections made in the past, regardless of whether made under a permit or other authorization or whether permissible under the law or practices applicable or prevailing at the time of the connection.

1. Any Person responsible for a discharge, spill, or pollutant release, including those resulting from activities associated with mobile businesses, shall promptly cease and desist discharging and/or cleanup and abate such a discharge as directed by the authorized enforcement official.

2. Any Person responsible for an illicit connection shall promptly remove the connection as directed by the authorized enforcement official.

3. The City of Pleasanton may perform cleanup and abatement work and recover its costs from the responsible Person as provided in Chapter 9.14.250 of the City of Pleasanton Municipal Code.

This remedy is in addition to and does not supersede or limit any and all other remedies, both civil and criminal, provided in Sections 9.14.170 - 9.14.280 of the City of Pleasanton Municipal Code.

B. The authorized enforcement official shall have the authority to inspect any premises, parcel, or mobile business operating within the City of Pleasanton pursuant to Sections 9.14.170 - 9.14.280 C. When any discharge is being performed contrary to the provisions of this code, the authorized enforcement official shall order the discharge to be stopped and cleaned up pursuant to Sections

9.14.170 - 9.14.280.
(Ord. 1572 § 2, 1992)
§ 9.14.08120 Reduction of pollutants in stormwater.

Any person engaged in activities which will or may result in pollutants or waste discharges entering the city City of Pleasanton storm sewer system, natural surface waters, or watercourses shall undertake all practicable measures to cease such activities, and/or reduce such pollutants and waste discharges. Examples of such activities include, but are not limited to, ownership and use of facilities which may be a source of pollutants such as parking lots, gasoline stations, auto services, industrial facilities, and commercial facilities, stores fronting city City of Pleasanton streets, etc. The following minimal requirements shall apply:

The authorized enforcement official shall have the authority to inspect any activity conducted within the City of Pleasanton pursuant to Sections 9.14.170 - 9.14.280. When any activity is being performed contrary to the provisions of this code and has the potential to result in a discharge to the MS4, the authorized enforcement official may order the activity stopped until appropriate controls are implemented be pursuant to Sections

9.14.170 - 9.14.280.

A. LitteringGeneral Requirements.

1. 1. Littering

a. No person shall throw, deposit, leave, maintain, keep or permit to be thrown, deposited, placed, left or maintained, any refuse, rubbish, garbage or other discarded or abandoned objects, articles and accumulations, in or upon any street, alley, sidewalk, storm drain, inlet, catch basin, conduit or other drainage structures, business place or upon any public or private lot of land in the cityCity of Pleasanton, so that the same might be or become a pollutant, except in containers or in lawfully established dumping grounds. b. No Person shall throw or deposit litter in any fountain, pond, lake, creek, or any other body of water in a park or elsewhere within the City of Pleasanton. Litter is defined as “garbage”, “refuse” and rubbish, and all other waste material.

2. Standard maintenance of premises.
a. Persons owning or operating premises shall clean the property and storm drainage structures as frequently and thoroughly as practicable in a manner that does not result in discharge of pollutants or waste to the MS4.
b. The Responsible Person for any business in the City of Pleasanton in front of which there is a paved sidewalk shall maintain said sidewalk free of dirt and litter to the MEP. Sweepings from said sidewalk shall not be swept or otherwise made or allowed to go into the gutter, roadway, or MS4, but shall be disposed of in receptacles maintained on said real property as required for the disposal of garbage.
c. If wet cleaning is required to maintain the appearance of the sidewalk, parking lot, or other exterior surfaces, the surface cleaning guidelines established by the Alameda Countywide Clean Water Program shall be used

3. Trash control.
a.An authorized enforcement officer may require installation and maintenance of full trash capture device(s) that meet the requirements of the San Francisco Bay Regional Water Quality Control Board on private storm drain inlets if implemented controls do not prevent the discharge of trash from the private parcels and drainage facilities to the MS4. b. At a minimum, the full trash capture system covering the entirety of the parcel must be installed before the onsite drainage enters the MS4 (i.e., trash capture must take place no farther downstream than the last private stormwater drainage structure on the site). c.The authorized enforcement official may require Persons owning, operating or maintaining such Premises to enter into an operation and maintenance agreement, in a form approved by the City of Pleasanton and which has been recorded for the property with the Alameda County Recorder's Office, to ensure the operation and maintenance of the full trash capture system d. Upon transferring ownership of the property, any property owner required by this Article to install and maintain a full trash capture system shall notify the City of Pleasanton in writing of the transfer of ownership, provide the new owners with a current copy of this Chapter and the maintenance agreement, and inform the new owners in writing of their obligation to properly operate and maintain the full trash capture system.
e. It shall be unlawful to alter, modify, change, or remove any full trash capture system without first obtaining from the Authorized Enforcement Official written certification that the requirements of this Article have been satisfied.

4. Organic matter
a. Sweeping, blowing, or otherwise causing leaf litter, yard trimmings, or other organic matter in

a manner that allows it to enter the MS4 is prohibited.

5. Notice of Intent and compliance with State Water Resources Control Board General Stormwater Permits.
a. Each industrial discharger, discharger associated with construction activity, or other discharger described in any general stormwater permit addressing such discharges as may be adopted by the United States Environmental Protection Agency, the State Water Resources Control Board, or the San Francisco Bay Regional Water Quality Control Board, shall provide Notice of Intent to comply with, and undertake all activities required by any general stormwater permit as applicable to such discharges.

6. Proof of compliance with a general stormwater permit may be required in a form acceptable to the City of Pleasanton’s designated representative prior to or as a condition of a subdivision map, site plan, building permit, development or improvement plan, or business license; upon inspection of a facility; during any enforcement proceeding or action; or for any other reasonable cause.

7. Incidental irrigation runoff is the unintended amounts of runoff that leave the area of application such as minimal overspray. Water leaving the intended area of application is not incidental if it is due to the design, excessive application, intentional overflow or application, or inadequate maintenance.

Irrigation systems must be designed and maintained to conserve water and prevent water from leaving the area of application. Responsible Persons shall control irrigation systems to prevent excessive irrigation runoff by implementing the following BMPs:
a. Detect and repair leaks from the irrigation system within 8 hours of notification by the city of the leak or upon discovery of the leak;
b. Properly design and aim sprinkler heads to only irrigate the planned application area; c. Do not irrigate during precipitation events; and
d.Where recycled water is used for irrigation, the user must conform to the requirements set forth in the City of Pleasanton’s Municipal Code, Section 14.06 Regulations of Recycled Water Use; and Section 17.14 Water-Efficient Landscaping Regulations, as amended from time to time, or those given by the MRP, whichever are greater.

8. Best management practices (BMPs) and standards to reduce stormwater and non-stormwater pollutants.
a. Responsibility to implement BMPs. Any Person engaged in activities or operations or owning or occupying facilities or property that will or may result in pollutants entering the MS4 or receiving waters shall implement BMPs to prevent and reduce such pollutants.

9. City of Pleasanton may establish BMPs. In addition to BMPs set forth in any general stormwater permit or individual NPDES permit, and notwithstanding the discharge exemptions set forth in the MRP, the City of Pleasanton may establish and require compliance with BMPs for any activity, operation, or facility that may cause or contribute to degradation, pollution or contamination of stormwater, the MS4, or receiving waters.

10. The Public Works Director may require submission of information to evaluate the implementation and/or require the implementation of BMPs, including, but not limited to, the following:
a.Minimum BMPs. All dischargers must implement and maintain at least the following minimum BMPs: Appropriate BMPs will be implemented to prevent pollutant and waste

sources from entering the [Agency’s] storm drain collection system that are associated with outdoor process and manufacturing areas, outdoor material storage areas, outdoor waste storage and disposal areas, outdoor vehicle and equipment storage and maintenance areas, outdoor parking and access roads, outdoor wash areas, outdoor drainage from indoor areas, rooftop equipment, contaminated and erodible surfaces, or other sources by the Public Works Director to have reasonable potential to contribute to pollution to stormwater runoff. b.Inspection, Maintenance, Repair and Upgrading of BMPs. BMPs at staffed and unstaffed facilities must be inspected and maintained by the discharger according to manufacturer specifications and/or the California Stormwater Quality Association (CASQA) Stormwater BMP Handbooks. These BMPs must be maintained so that they continue to function as designed. BMPs that fail must be repaired as soon as it is safe to do so. If the failure of a BMP indicates that the BMPs in use are inappropriate or inadequate to the circumstances, the BMPs must be modified or upgraded to prevent any further failure in the same or similar circumstances.

B. Containment and notification of spills.

1.Notwithstanding any other requirement of law, any known or suspected spill or release of pollutants or wastes which result or may result in an illicit discharge into the City of Pleasanton storm drain system, Waters of the United States, or Waters of the State, shall be reported immediately in the following manner by any Responsible Person for a facility or Responsible Person for the facility’s emergency response:
a.The release of a hazardous material or hazardous waste shall be immediately reported to emergency services by emergency dispatch services (911). b.The release of a nonhazardous waste shall be reported to the Public Works Administration by phone at 925-931-5500 no later than 4:00 p.m. on the same business day. If the release occurs afterhours or on weekend or holidays, report to the Pleasanton Police Department nonemergency line at 925-931-5100. A written notification of the release shall also be made to the Director of Public Works within five business days of the release.

2.For any discharge subject to the reporting requirements of the State of California Water Code Sections 13271 and 13272, notification in compliance therewith shall constitute sufficient notification for the purposes of this section.
§ 9.14.130 Construction Activities
All construction sites shall implement effective erosion control, run-on and runoff control, sediment control, active treatment systems (as appropriate), good site management, and non-stormwater management through all phases of construction (including, but not limited to, demolition, site grading, building, and finishing of lots) until the site is fully stabilized by landscaping or the installation of permanent erosion control measures.

Construction sites shall conform to the MRP Provision C.6 Construction Site Control requirements, as well as the following requirements:

A.Any Person performing construction activities in The City of Pleasanton shall implement appropriate BMPs to prevent the discharge of sediment, construction waste, or contaminants from construction materials, tools, and equipment from discharging onto ground surfaces or entering the storm drain system or watercourse.

B.No construction activity may commence until adequate BMPs have been installed conforming to MRP Provision C.6 Construction Site Control requirements and the authorized enforcement official has been notified of their completion.

C.The authorized enforcement official shall have the authority to inspect construction activities within the City of Pleasanton pursuant to Sections 9.14.170 - 9.14.280.

D.When any work is being performed contrary to the provisions of this section, the authorized enforcement official may order the work stopped by notice in writing served on any Persons engaged in doing or causing the work to be done. Such work shall stop until the authorized enforcement official authorizes the work to proceed. This remedy is in addition to and does not supersede or limit any and all other remedies, both civil and criminal, provided in Sections 9.14.170 - 9.14.280 of the City of Pleasanton Municipal Code.
§ 9.14.140 Development Requirements
Development projects shall conform to the MRP Provision C.3 New and Redevelopment Standards.

A.Stormwater Source Controls. Source controls as described in the MRP and in further detail in the Pleasanton Standard Specification Section 5 are required for all development projects doing work in the City of Pleasanton.

1.Architectural Copper. Copper metal roofing, copper granule containing asphalt shingles, copper gutters, copper flashing, and copper architectural ornaments shall not be permitted for use on any residential, commercial, or industrial building for which a building permit is required. Replacement roofing and gutters on historic structures are exempt, provided that the roofing material used shall be pre-patinated at the factory. For the purposes of this exemption, the definition of “historic” shall be as identified in the City of Pleasanton’s Downtown Specific Plan.

B.Site design techniques. Development projects that fall into the applicable thresholds as defined in the MRP shall incorporate at least one of the following site design techniques, as applicable to the project:

1.Direct roof runoff into cisterns or rain barrels for use.

2.Direct roof runoff onto vegetated areas through disconnected roof leaders that are properly located to prevent erosion of landscaped materials.

3.Direct runoff from sidewalks, walkways, patios, driveways, uncovered parking onto vegetated areas.

4.Construct sidewalks, walkways, patios, driveways, uncovered parking, or bike lanes with permeable surfaces as defined in the MRP.

Applicants for these projects shall select, design, and construct these site design measures, as applicable, with the requirements and guidelines set forth in the most current version of following documents:

1. MRP

2. C.3 Technical Guidance Manual

The above referenced documents, as amended and reissued from time to time, are incorporated by reference into this chapter. These documents shall be available for download at the Alameda Countywide Clean Water Program website.

C.Regulated Projects, as defined in the MRP, are required to incorporate additional site design, stormwater treatment, and/or hydromodification management measures. These measures are required to remain in place throughout the life of the development project to address stormwater runoff pollutant discharges and prevent increases in runoff flow rates and volumes. Applicants for development projects shall select, design and construct site design, stormwater treatment, and hydromodification management measures, as applicable, to the satisfaction of the [Agency] in accordance with the requirements and guidelines set forth in the most current version of following documents:

1. MRP

2. C.3 Technical Guidance Manual
The above referenced documents, as amended and reissued from time to time, are incorporated by reference into this chapter. These documents shall be available for download at the Alameda Countywide Clean Water Program website
D.Regulated Projects shall include LID/GSI treatment measures, as set forth in the MRP per the following provisions:

1.Project phasing. Project proponents may not phase projects to avoid implementing stormwater requirements.

2.Subdivisions of land. Parcels of land which are subdivided for future construction shall make provision for stormwater requirements anticipating future build out. Stormwater improvements shall be considered part of the infrastructure and are required to be installed with other infrastructure improvements.

3.Placement of LID/GSI treatment measures in common areas. In subdivisions, stormwater treatment systems shall be placed in a publicly accessible area unless prior approval has been obtained by the authorized enforcement official.

4.LID/GSI treatment measures shall not be placed in backyards or in areas where fencing obstructs access for periodic inspection.

5.Alternative Compliance for low impact development. Notwithstanding the provisions of Section 9.14.130 of the Pleasanton Municipal Code, the authorized enforcement official may, in accordance with the MRP, authorize a Regulated Project to provide alternate compliance by treating an equivalent flow and pollutant load of the project’s stormwater runoff with LID/GSI treatment measures at an on-site location that otherwise would not require treatment, or at an offsite location in the same watershed, in accordance with the MRP.

6.Construction-phase LID/GSI requirements.
c.Bioretention Soil Media (BSM) certification. For LID/GSI incorporating bioretention, submit the certification of the BSM, as set forth in the C.3 Technical Guidance Manual, provided by the BSM supplier.
d.GPS Coordinates. Prior to the [City of Pleasanton] granting final certificate of occupancy or acceptance of improvements, the applicant shall provide GPS

coordinates for all installed stormwater treatment facilities, hydromodification management measures, and trash capture devices. The coordinates shall be in a format determined in one of two formats:
i.GIS layer (shape file or feature class in a geodatabase): At minimum, provide a GIS point layer of the facility inlet, and the GIS polygon layer of facility footprint. Layer(s) shall contain the device type, manufacturer, model, and date it was installed, and area draining to the device.
ii.Excel file (csv or text file) with the information noted above, in addition to a coordinate location pair of Latitude/Longitude or X/Y Coordinates in North American Datum (NAD) 1983 State Plane California III FIPS 0403 Feet, WKID: 2227, Authority: EPSG.

E.Hydromodification management measures.

1.Regulated Projects that are designated as Hydromodification Management projects under the MRP shall demonstrate that the project will not cause an increase in stormwater runoff flow rates, volume, or flow durations over the pre-project existing condition based on the design criteria set forth in the MRP.

2.Hydromodification Management Projects shall implement on-site hydromodification management controls unless a regional hydromodification management control is available to control all or a portion of the project runoff.

F.Requirement for Stormwater Management Plan. A Stormwater Management Plan shall consist of a preliminary plan to ensure adequate planning for the management of stormwater runoff and quality control, and a final plan, as approved by a designee of the Public Works Director or City Engineer.

Both plans shall be in accordance with the criteria established in the following provisions:

1.A preliminary Stormwater Management Plan shall be submitted for review and approval with all subdivision map, site plan, building permit, or improvement plan applications if governed by this Chapter.

2.The final Stormwater Management Plan must be submitted for review and approval by the Public Works Director or City Engineer as part of the improvement plan review process.

3.All Stormwater Management Plans shall be appropriately sealed and signed by a professional engineer in adherence to all minimum standards and requirements pertaining to the practice of that profession.

4.The stormwater treatment systems must be designed in accordance with the requirements specified in the MRP and with the design guidelines detailed in the most recent C.3 Technical Guidance Manual
G.Maintenance access easements.

1.The Responsible Person must ensure access from the public right-of-way to stormwater treatment systems for the purpose of inspection, maintenance, and repair by securing all the maintenance access easements needed on a permanent basis. Such access shall be sufficient for all necessary equipment materials and personnel. The maintenance access easement must

be located such that the stormwater treatment systems are readily accessible for inspection purposes during regular working hours.

H.Inspection of systems. The authorized enforcement official shall have the authority to inspect the stormwater treatment and HM systems during construction and life of the project pursuant to Sections

9.14.170 - 9.14.280.

I.Inadequacy of the system.

1.If a stormwater treatment or HM system is found to be inadequate by virtue of physical evidence of operational failure, even though it was built as called for in the approved stormwater management plan, it shall be corrected by the Responsible Person before the development project is finalized and accepted.

2.If a stormwater treatment or HM system is found to be inadequate by virtue of physical evidence of operational failure at any point during its operating life, it shall be corrected by the Responsible Person. If the Responsible Person fails to act, the City of Pleasanton may pursue corrective actions or enforcement pursuant to Sections 9.14.170 - 9.14.280 of the Pleasanton Municipal Code.

J.LID/GSI requirements for projects improving street, sidewalk, or road frontage. Portions of the public right of way that may generate runoff, including sidewalks, curb extensions, pavement replacement, and curb and gutter replacement in the street frontage, that are constructed or reconstructed as part of the Regulated Project are considered part of the regulated project.

K.Additional measures. The provisions of this section shall not prohibit an authorized enforcement official from requiring a discharger to take additional measures to achieve the objectives of this chapter or any permit.
§ 9.14.150 Trash reduction requirements for development projects Development projects, including tenant improvement projects, shall conform to the MRP Provision C.10 Trash Load Reduction.

A. Full trash capture systems or devices and actions.

1. All development projects are required to install on-site full trash capture systems or devices selected from the list of full capture systems or multi-benefit trash treatment systems certified by the State Water Board or implement trash control actions that provides for an equivalent trash reduction.

2. Full trash capture devices installed shall be on the Alameda County Mosquito Abatement District list of approved devices. Alternately, development projects may install regional, off-site full trash capture devices if approved by the City of Pleasanton.

3. Full trash capture systems or devices are required to remain in place throughout the life of the development project to reduce trash loads from the MS4. Applicants for development projects shall select, design, and construct full trash capture systems or devices, as applicable, to the satisfaction of the [City of Pleasanton] in accordance with the requirements and guidelines set forth in the most current version of following documents:
a. MRP

b. C.3 Technical Guidance Manual
The above referenced documents, as amended and reissued from time to time, are incorporated by reference into this chapter. These documents shall be available for download at the Alameda Countywide Clean Water Program website.

4. The Applicant must demonstrate to the satisfaction of the City of Pleasanton that the trash control programs implemented in lieu of full trash capture devices or systems will provide an equivalent level of trash load reduction to installing full trash capture devices. Applicants for development projects shall develop and submit a full trash capture equivalency plan to the City of Pleasanton for approval. The plan must include the planned trash control actions, projected trash reductions of the actions, implementation schedule, entities responsible for implementing the actions, and the plan to inspect and verify the effectiveness of the actions.

B. Maintenance access easements.

1. The Responsible Person must ensure access from the public right-of-way to full trash capture systems or devices for the purpose of inspection, maintenance, and repair by securing all the maintenance access easements needed on a permanent basis. Such access shall be sufficient for all necessary equipment materials and personnel. The maintenance access easement must be located such that the stormwater treatment systems are readily accessible for inspection purposes during regular working hours.

C. Operation and maintenance. Installed full capture trash systems or devices will be operated and maintained by the Responsible Person for the life of the project, following the manufacturer’s recommendations for maintenance.

D. Inspection of systems. The authorized enforcement official shall have the authority to inspect the full trash capture system or device during construction and life of the project pursuant to Sections

9.14.170 - 9.14.280.

E. Inadequacy of the system.

1. If a full trash capture system or device is found to be inadequate by virtue of physical evidence of operational failure, even though it was built as called for in the approved stormwater management plan, it shall be corrected by the Responsible Person before the development project is finalized and accepted.

2. If a full trash capture system or device is found to be inadequate by virtue of physical evidence of operational failure at any point during its operating life, it shall be corrected by the Responsible Person. If the Responsible Person fails to act, the City of Pleasanton may pursue corrective actions or enforcement pursuant to Sections 9.14.170 - 9.14.280 F. Additional measures. The provisions of this section shall not prohibit an authorized enforcement official from requiring a discharger to take additional measures to achieve the objectives of this chapter or any permit.
§ 9.14.160 Stormwater Maintenance Agreements
A. It is a violation of this code for any Responsible Person to fail to properly operate and maintain any approved full capture trash device, stormwater treatment facilities, hydromodification management facilities and/or source control BMPs on the Responsible Person’s property. Stormwater treatment systems which do not have a Stormwater Management Maintenance Agreement must be maintained

as required by the manufacturer’s guidelines and/or to ensure intended functioning of the system(s) B. Prior to the issuance of any permit for land development activity, development projects required to install full trash capture or LID/GSI systems shall develop and execute a Stormwater Management Maintenance Agreement for the property. The Stormwater Management Maintenance Agreement, also known as the Operation and Maintenance Agreement, shall run with the land, and shall be recorded in the Office of the Alameda County Clerk-Recorder. Provisions in the Stormwater Management Maintenance Agreement are fully enforceable under the City of Pleasanton Municipal Code. Enforcement action, as detailed in Sections 9.14.170 - 9.14.280, may be taken for failure to meet any of the requirements of the Stormwater Management Maintenance Agreement.

C. The Stormwater Management Maintenance Agreement must be entered into between the Responsible Person and the City of Pleasanton. Responsibility for the operation and maintenance of the stormwater treatment systems shall remain with the Responsible Person and shall pass to any successor Responsible Person. If portions of the land are sold or otherwise transferred, legally binding arrangements shall be made to pass the inspection and maintenance responsibility to the appropriate successors in title, and notification of the successor must be provided to the City of Pleasanton.

D. The Responsible Person shall bear responsibility for major repair or replacement of any facilities installed in the public Right-of-Way as a condition of project approval.

E. Maintenance of stormwater treatment systems shall be performed and completed in accordance with the Stormwater Management Maintenance Agreement. The Stormwater Management Maintenance Agreement shall be irrevocable and shall obligate all current and future Responsible Persons to bear all costs for the annual maintenance, replacement, and record keeping of all stormwater treatment systems.

F. Site plans and operations and maintenance plans for recording shall show at a minimum:

1. Location of on-site full trash capture, stormwater treatment, and HM systems.

2. Location of off-site/public stormwater full trash capture, stormwater treatment, and HM systems.

3. A note to reference any stormwater treatment systems stating: "As part of the original construction of the Development, stormwater treatment systems were installed within the Development in connection with the Development’s drainage system. Neither the Association nor any Responsible Person shall do any work, construct any improvement, place any landscaping, or otherwise perform any action whatsoever which alters or interferes with the drainage pattern for any Lot or any portion of the Common Areas, except to the extent such alteration in drainage pattern is approved in writing by the City of Pleasanton.”

4. A note to reference the Stormwater Management Maintenance Agreement: “The on-site stormwater treatment systems shall be inspected and maintained as detailed in the Stormwater Management Maintenance Agreement”.

5. The extent of watercourse buffer, if any, on the subject property by the parcel’s boundary landmarks and a label of the watercourse buffer.

6. Provide a note to reference any watercourse buffer stating: "There shall be no clearing, grading, construction or disturbance of vegetation except as permitted by the City of Pleasanton."

7. A note to reference any protective covenants governing all watercourse buffer areas stating: "Any watercourse buffer shown hereon is subject to protective covenants which may be found in the land records and which restrict disturbance and use of these areas." G.Annual Report. A report of the annual inspection and maintenance activities completed on the stormwater treatment systems shall be submitted to the City of Pleasanton by October 31 of each year. The annual inspection report shall include all completed inspection and maintenance forms for the reporting period. The annual inspection shall also include a record of the volume of all accumulated sediment and trash removed from the stormwater treatment systems.

H. Transfer of Property. When a property subject to a Stormwater Management Maintenance Agreement is sold, conveyed, or otherwise transferred to another entity, the Responsible Person shall provide written notice of said document to the transferee and provide the City of Pleasanton a copy of such notice.

I. Inspection of systems. The authorized enforcement official shall have the authority to inspect full capture trash devices, stormwater treatment facilities, hydromodification management facilities and/or source control BMPs pursuant to Sections 9.14.170 - 9.14.280.

J. Inadequacy of the system.

1. If a full capture trash device, stormwater treatment facility, hydromodification management facility and/or source control BMP is found to be inadequate by virtue of physical evidence of operational failure at any point during its operating life, it shall be corrected by the Responsible Person . If the Responsible Person fails to act, the City of Pleasanton may pursue corrective actions or enforcement pursuant to Sections 9.14.170 - 9.14.280

2. The occupant or tenant, or in the absence of occupant or tenant, the owner, lessee or proprietor of any real property in the city in front of which there is a paved sidewalk shall maintain said sidewalk free of dirt or litter to the maximum extent practicable. Sweepings from said sidewalk shall not be swept or otherwise made or allowed to go into the gutter or roadway but shall be disposed of in receptacles maintained on said real property as required for the disposal of garbage.

3. No person shall throw or deposit litter in any fountain, pond, lake, stream or any other body of water in a park or elsewhere within the city.

B. Standard for Parking Lots and Similar Structures. Persons owning or operating a parking lot, gas station pavement or similar structure shall clean those structures as frequently and thoroughly as practicable in a manner that does not result in discharge of pollutants to the city storm sewer system.

C. Best Management Practices (BMP) for New Developments and Redevelopments. Any construction contractor performing work in the city shall endeavor to follow the most current California Stormwater Quality Association (CASQA) construction BMP manual in order to prevent any debris and dirt flowing into the city's storm sewer system. The operations services director or his or her designees may establish controls on the volume and rate of stormwater runoff from new developments and redevelopments as may be appropriate to minimize the discharge and transport of pollutants.

D. Notification of Intent and Compliance with General Permits.

1. Each industrial discharger, discharger associated with construction activity or other discharger, described in any general stormwater permit addressing such discharges, as may be adopted by the United States Environmental Protection Agency, the state Water Resources Control Board, or the California Regional Water Quality Control Board, San Francisco Bay Region, shall provide notice of

intent, comply with and undertake all other activities required by any general stormwater permit applicable to such discharges.

2. Each discharger identified in an individual NPDES permit relating to stormwater discharges shall comply with and undertake all activities required by such permit.

E. Compliance with Best Management Practices. Where best management practices guidelines or requirements have been adopted by any federal, state, regional and/or city agency, for any activity, operation or facility which may cause or contribute to stormwater pollution or contamination, illicit discharges and/or discharge of non-stormwater to the stormwater system, every person undertaking such activity or operation or owning or operating such facility shall comply with such guidelines or requirements as may be identified by the operations services director. (Ord. 1572 § 2, 1992; Ord. 2000 § 1, 2009; Ord. 2019 § 1, 2011) § 9.14.090 Watercourse protection.

A. Maintenance. Every person owning property through which a watercourse passes, or such person's lessee or tenant, shall keep and maintain that part of the watercourse within the property reasonably free of trash, debris, excessive vegetation and other obstacles which would pollute, contaminate or significantly retard the flow of water through the watercourse; shall maintain existing privately owned structures within or adjacent to a watercourse, so that such structures will not become a hazard to the use, function or physical integrity of the watercourse; shall not remove healthy bank vegetation beyond that actually necessary for said maintenance, nor remove said vegetation in such a manner as to increase the vulnerability of the watercourse to erosion; and shall ensure that storm drain inlets are marked with "No dumping, drains to bay" and such markings remain legible at all times.

B. Prohibited Acts. No person shall commit or cause to be committed any of the following acts, unless a written permit has first been obtained from the operations services director:

1. Discharge into or connect any pipe or channel to a watercourse.

2. Modify the natural flow of water in a watercourse.

3. Carry out development within 30 feet of the center line of any creek or 20 feet of the top of a bank.

4. Deposit in, plant in or remove any material from a watercourse including its banks, except as required for necessary maintenance.

5. Construct, alter, enlarge, connect to, change or remove any structure in a watercourse.

6. Place any loose or unconsolidated material along the side of or within a watercourse or so close to the side as to cause a diversion of the flow, or to cause a probability of such material being carried away by stormwaters passing through such watercourse.
(Ord. 1572 § 2, 1992; Ord. 2000 § 1, 2009; Ord. 2019 § 1, 2011) § 9.14.1070 Authority to inspect and sample.

A. Request for EntryGeneral Procedures.

1. The authorized enforcement official has authority to conduct inspections related to purposes of implementing this chapter on private or public property. Inspections shall be based upon such reasonable selection processes as may be deemed necessary to carry out the objectives of the chapter, including, but not limited to, visual evidence of an actual or potential violation of any provision of this chapter, complaints received, knowledge or physical evidence of subject activities or other pollutant

sources and waste discharges, routine inspections, random sampling, sampling in areas with evidence of stormwater pollution, contamination, illicit connections, discharge of non-stormwater. Whenever necessary to make an inspection to enforce any of the provisions of this chapter, or whenever an authorized enforcement official has reasonable cause to believe that there exists in any building or upon any premises any condition which constitutes a violation of the provisions of this chapter, the official may enter such building or premises at all reasonable times to inspect the same or perform any duty imposed upon the official by this chapter; provided, that: (a) if such building or premises be occupied, he or she shall first present proper credentials and request entry; and (b) if such building or premises be unoccupied, he or she shall first make a reasonable effort to locate the owner or other persons having charge or control of the building or premises and request entry.

2. The authorized enforcement official may enter such building or premises at all reasonable times to inspect the same, to inspect and copy records related to stormwater compliance, take measurements, or perform any duty imposed upon the official by this chapter; provided that:
a. If such building or premises is occupied, the authorized enforcement official shall first present proper credentials and request entry; and
b. If such building or premises is unoccupied, the authorized enforcement official shall first make a reasonable effort to locate the Responsible Person having charge or control of the building or premises and request entry

3. Any such request for entry shall state that the property ownerResponsible Person or occupant has the right to refuse entry and that in the event such entry is refused, inspection may be made only upon issuance of a search warrant by a duly authorized magistrate. In the event the owner and/or occupantResponsible Person refuses entry after such request has been made, or in the event that the Responsible Person for the building or premises cannot be located, an inspection/abatement warrant authorizing entry shall be obtained prior to the City of Pleasanton’s entry onto the premises. thethe official is hereby empowered to seek assistance from any court of competent jurisdiction in obtaining such warrant authorizing entry.

4. Routine or area inspections shall be based upon such reasonable selection processes as may be deemed necessary to carry out the objectives of this chapter, including but not limited to random sampling and/or sampling in areas with evidence of stormwater contamination, illicit discharges, discharge of non-stormwater to the stormwater system, or similar factors.

B. Selection Processes. Routine or area inspections shall be based upon such reasonable selection processes as may be deemed necessary to carry out the objectives of this chapter, including but not limited to random sampling and/or sampling in areas with evidence of stormwater contamination, illicit discharges, discharge of nonstormwater to the stormwater system or similar factors.

CB. Authority to Sample and Establish Sampling Devices. The city City of Pleasanton shall have the right to establish on any property such devices as are necessary to conduct sampling or metering operations.

During all inspections as provided herein, the official may take any samples deemed necessary to aid in the pursuit of the inquiry or in the recordation of the activities on-site.

DC. Notification of Spills. As soon as any Pperson in charge of a facility or responsible for emergency response for a facility has knowledge of any confirmed or unconfirmed release of materials, pollutants or waste which may result in pollutants or nonstormwater discharges entering the city storm sewer systemMS4, such pPerson shall take all necessary steps to ensure the discovery and containment and cleanup of such release and shall notify the city City of Pleasanton of the occurrence by telephoning contacting (925) 931-5500 during normal working hours or (925) 931-5100 after normal working

hours(925) 931-5500 during normal working hours or (925) 931-5100 after normal working hours and confirming the notification by correspondence to the operations services director, or designeeto the same.

D. Follow-Up Action. In accordance with Section 9 and Section 13, and following City of Pleasanton inspection, the City of Pleasanton may require that any Person in charge of a facility or responsible for emergency response for a facility that has knowledge of any confirmed or unconfirmed release of materials, pollutants or waste which may result in pollutants or non-stormwater discharges entering the MS4, take appropriate action to prevent discharge of pollutants or wastes, including, but not limited to, implementation of appropriate BMPs, as described in Section 13, and/or installation of full trash capture systems or devices
E. Requirement to Test or Monitor. Any authorized enforcement official may request that any Pperson engaged in any activity and/or owning or operating any facility which may cause or contribute to stormwater pollution or contamination, illicit discharges, and/or discharge of non-stormwater to the stormwater system, undertake such monitoring activities and/or analyses and furnish such reports as the official may specify. The burden, including costs, of these activities, analyses and reports shall bear a reasonable relationship to the need for the monitoring, analyses and reports and the benefits to be obtained. The recipient of such request shall undertake and provide the monitoring, analyses and/or reports requested.
(Ord. 1572 § 2, 1992; Ord. 2000 § 1, 2009; Ord. 2019 § 1, 2011) § 9.14.1180 Violations constituting misdemeanors or infractions.

Unless otherwise specified by ordinance, the violation of any provision of this chapter, or failure to comply with any of the mandatory requirements of this chapter shall constitute a misdemeanor; except that notwithstanding any other provisions of this chapter, any such violation constituting a misdemeanor under this chapter may, in the discretion of the enforcing authoritythe City of Pleasanton, be charged and prosecuted as an infraction.
(Ord. 1572 § 2, 1992)
§ 9.14.120 Violations constituting infractions.

Any person violating or failing to comply with any of the following provisions of this chapter shall be guilty of an infraction, which shall be enforced and punishable in the manner prescribed by the Penal Code and the Government Code of the state or abated as a nuisance as provided herein. (Ord. 1572 § 2, 1992)
§ 9.14.125 Violations subject to administrative citations.

Penalties for a violation of this chapter are subject to administrative citation as set forth in Chapter 1.24 of the Pleasanton Municipal Code, as well as all other civil and criminal remedies. (Ord. 2019 § 1, 2011)
§ 9.14.1390 Penalty for violation.

A. Upon conviction of a misdemeanor, a person shall be subject to payment of a fine or imprisonment, or both, not to exceed the limits set forth in California Government Code Section 36901.

B. Upon conviction of an infraction, a person shall be subject to payment of a fine, not to exceed the limits set forth in California Government Code Section 36900. After a third conviction for a violation of the same provision subsequent violations within a twelve (12)- month period, subsequent violations of that same provision within a twelve (12) month period may be charged as a misdemeanor.

(Ord. 1572 § 2, 1992)
§ 9.14.20140 Continuing violation.

Unless otherwise provided, a person shall be deemed guilty of a separate offense for each and every day during any portion of which a violation of this chapter is committed, continued or permitted by the person and shall be punishable accordingly as herein provided. (Ord. 1572 § 2, 1992)
§ 9.14.21150 Concealment.

Causing, permitting, aiding, abetting or concealing a violation of any provision of this chapter shall constitute a violation of such provision.
(Ord. 1572 § 2, 1992)
§ 9.14.22160 Acts potentially resulting in violation of Federal Clean Water Act and/or Porter-Cologne Act.

Any person who violates any provision of this chapter, any provision of any permit issued pursuant to this chapter, or who discharges waste or wastewater which causes pollution, or who violates any cease and desist order, prohibition or effluent limitation, may also be in violation of the Federal Clean Water Act and/or Porter-Cologne Act and may be subject to the sanctions of those Acts, including civil and criminal penalty.

Any enforcement action authorized under this chapter shouldcode may also include notice to the violator of such potential liability.
(Ord. 1572 § 2, 1992)
§ 9.14.23170 Violations deemed a public nuisance.

A. Nuisance Declared; Abatement. In addition to the penalties hereinbefore provided, any condition caused or permitted to exist in violation of any of the provisions of this chapter is a threat to the public health, safety and welfare, and is declared and deemed a nuisance,. Such condition and may be summarily abated and/or restored by any authorized enforcement official pursuant to 9.14.260 of the City of Pleasanton Municipal Code, and/or civil action to abate, enjoin or otherwise compel the cessation of such nuisance may be taken by the city City of Pleasanton’s city attorney.

B. Cost Borne by Owner; Lien. The cost of such abatement and restoration shall be borne by the owner ofResponsible Person for the property, and the cost thereof shall be a lien upon and against the property.

The procedures of 9.28 of the Pleasanton Municipal Code shall be followed for any such lien and such lien shall continue in existence until the same shall be paid. If the lien is not satisfied by the owner of the property within three months after the completion by the authorized enforcement official of the removal of the nuisance and the restoration of the property to its original condition, the property may be sold in satisfaction thereof in a like manner as other real property is sold under execution.

C. Seasonal Nuisance. If any violation of this chapter constitutes a seasonal and recurrent nuisance, the city City of Pleasanton city council shall so declare. Thereafter such seasonal and recurrent nuisance shall be abated every year without the necessity of any further hearing. (Ord. 1572 § 2, 1992)
§ 9.14.18240 Application of Civil CodeCalifornia Code of Civil Procedure Section 1094.6.

The provisions of Section 1094.6 of the California Code of Civil Procedure are applicable to judicial review of city the City of Pleasanton decisions pursuant to this chapter. (Ord. 1572 § 2, 1992)

§ 9.14.190 Civil actions.

In addition to any other remedies provided in this section, any violation of this section may be enforced by civil action brought by the cityCity of Pleasanton. In any such action, the city City of Pleasanton may seek and the court shall grant, as appropriate, any or all of the following remedies:

A. A temporary and/or permanent injunction;.

B. Assessment of the violator for the costs of any investigation, inspection or monitoring survey which led to the establishment of the violation, and for the reasonable costs of preparing and bring legal action under this subsection;.

C. Costs incurred in removing, correcting or terminating the adverse effects resulting from the violation;.

D. Compensatory damages for loss or destruction to water quality, wildlife, fish and aquatic life.

Assessments under this subsection shall be paid to the city City of Pleasanton to be used exclusively for costs associated with monitoring and establishing stormwater discharge pollution control systems and/or implementing or enforcing the provisions of this chapter; and E. Any applicable attorney’s fees..
(Ord. 1572 § 2, 1992)
§ 9.14.2500 Administrative enforcement powers.

In addition to the other enforcement powers and remedies established by this chapter, any authorized enforcement official has the authority to utilize the following administrative remedies set forth in the City of Pleasanton Municipal Code, in addition to any or all of the following that apply:

A. Cease and Desist Orders. When an authorized enforcement official finds that a discharge has taken place or is likely to take place in violation of this chapter, the official may issue an order to cease and desist such discharge, or practice, or operation likely to cause such discharge and direct that those pPersons not complying shall: (1) comply with the requirement; (2) comply with a time schedule for compliance; and/or (3) take appropriate remedial or preventive action to prevent the violation from recurring.

B. Notice to Clean. Whenever an authorized enforcement official finds any oil, earth, dirt, grass, weeds, dead trees, tin cans, rubbish, refuse, waste or any other material of any kind, in or upon the sidewalk abutting or adjoining any parcel of land or upon any parcel of land or grounds, which may result in an increase in pollutants entering the city storm sewer systemMS4 or a non-stormwater discharge to the city storm sewer systemMS4, he or shethe official may give notice to the Responsible Person, to remove such oil, earth, dirt, grass, weeds, dead trees, tin cans, rubbish, refuse, waste or other material, in any manner that he or she may reasonably provide. The recipient of such notice shall undertake the activities as described in the notice.

C. Verbal Warning or Written Warning. When an authorized enforcement official finds that a Discharger has violated, or continues to violate, any provision of this chapter, or order issued hereunder, or any other stormwater standards or requirement, the authorized enforcement official may serve upon that Discharger a verbal or written warning notice or notice of violation. The notice includes required corrective actions to occur within a reasonably short and expedient time frame commensurate with the threat to water quality.

D. Stop Work Order. Whenever an authorized enforcement official finds that a Discharger has performed work contrary to the provisions of this section, the authorized enforcement official may order the work stopped by notice in writing served on any Persons engaged in doing or causing the work to be done.

Such work shall stop until the authorized enforcement official authorizes the work to proceed.

E. Withholding plan approvals or permits. Whenever an authorized enforcement official finds that a Discharger has performed work contrary to the provisions of this section the City of Pleasanton may withhold the issuance of approvals or permits for ongoing or continued work at the property. Such actions by the City of Pleasanton may include, but are not limited withholding final certificate of occupancy or acceptance of improvements until the violation has been corrected.

F. The hearing officer shall assess administrative costs against the violator when it finds that a violation has occurred, and that compliance has not been achieved within the time specified in the compliance order.

G. The administrative costs may include any and all costs incurred by the city in connection with the matter before the hearing officer including, but not limited to, costs of investigation, staffing costs incurred in preparation for the hearing and for the hearing itself, and costs for all reinspections necessary to enforce the compliance order.
(Ord. 1572 § 2, 1992)
§ 9.14.260 Abatement by City of Pleasanton
A. If the violation has not been corrected pursuant to the requirements set forth in Section 29, the City of Pleasanton or a contractor designated by the authorized enforcement official may enter upon the subject private property and is authorized to take any and all measures necessary to abate the violation and/or restore the property. It shall be unlawful for any Responsible Person in possession of any premises to refuse to allow the authorized enforcement official or designated contractor to enter upon the premises for the purposes set forth above. In the event the Responsible Person in possession refuses the authorized enforcement official or designated contractor said entry, the authorized enforcement official is hereby empowered to seek assistance from any court of competent jurisdiction to obtain such entry
After abatement of the nuisance by the City of Pleasanton, the authorized enforcement official shall notify the Responsible Person of the cost of abatement, including administrative costs. The bill shall also state that failure to pay the abatement and administrative costs within 30 days from service of the bill may result in the recording of a lien and the placement of a special assessment against the property.
§ 9.14.2170 Authority to arrest or issue citations.

Authorized enforcement officials shall have and are hereby vested with the authority to arrest or cite any person who violates any section of this code in the manner provided by the California Penal Code for the arrest or release on citation of misdemeanor infractions as prescribed by Chapters 5, 5c and 5d of Title 3, Part 2 of the Penal Code (or as the same may be hereinafter amended).

Such authorized enforcement officials or employees may issue a citation and notice to appear in the manner prescribed by Chapter 5c of Title 3, Part 2 of the Penal Code,, including Section 853.6 (or as the same may hereafter be amended). It is the intent of the city City of Pleasanton city council that the immunities prescribed in Section 836.5 of the Penal Code be applicable to public officers or employees or employees acting in the course and scope of employment pursuant to this chapter.

B. Police officers, but not authorized enforcement officials, shall have and are hereby vested with the authority to arrest or cite any Person who violates any section of this chapter in the manner provided by the California Penal Code for the arrest or release on citation of misdemeanor infractions as prescribed by Chapter 5, 5c, and 5d of Title 3, Part 2 of the Penal Code, or as the same may be hereinafter amended.

(Ord. 1572 § 2, 1992)
§ 9.14.2820 Remedies not exclusive.

Remedies under this chapter are in addition to and do not supersede or limit any and all other remedies, civil or criminal. The remedies provided for herein shall be cumulative and not exclusive. (Ord. 1572 § 2, 1992)
§ 9.14.2930 Hazardous materials inventoryCoordination with Hazardous Materials Inventory and Response Program.

The first revisions of the business plan for any facility subject to the city's City of Pleasanton’s Hhazardous Mmaterials Iinventory and rResponse Pprogram shall include a program for compliance with this chapter, including the prohibitions on non-stormwater discharges and illicit discharges, and the requirement to reduce stormwater pollutants or wastes to the maximum extent practicableMEP. (Ord. 1572 § 2, 1992)

Item #14

CITY COUNCIL AGENDA REPORT

June 4, 2024
Finance

TITLE: PRESENTATION OF COMMUNITY SURVEY AND PUBLIC ENGAGEMENT

RESULTS TO FURTHER EXPLORE THE FEASIBILITY OF A REVENUE

MEASURE

SUMMARY
The City is facing a severe and increasing structural deficit, meaning that expenses have and will continue to grow faster than revenues. Current forecasts indicate an average budget shortfall of approximately $13 million annually over the next eight years, which City staff has been working to address proactively with a combination of reduced costs and new revenue.

In light of the City’s financial challenges, in 2023 the City Council directed staff to conduct a public opinion poll to seek input from the community regarding Pleasanton’s service priorities and identify potential revenue options. After exploring several possible new revenue sources in the poll, including a potential infrastructure bond, at its December 5, 2023 meeting, the City Council received a presentation noting the focus is now on a small ½ cent sales tax increase that would be placed on the November 5, 2024 ballot, if the City Council chooses to put this option before the voters. At the meeting, the City Council also directed staff to launch a comprehensive outreach plan to engage, inform, gather, and listen to input from residents and stakeholders on City needs and the proposed plan to meet those needs.

During the first half of 2024, staff has been engaging the community and meeting with community leaders and local community groups to bring awareness of the City’s structural budget deficit and gather questions and solicit feedback to provide to the City Council. This report provides an overview of these public engagement efforts.

RECOMMENDATION
Receive a presentation of community survey and public engagement results to further explore the feasibility of a revenue measure.

BACKGROUND
The reasons the City is facing a structural deficit go back many years and include factors that other cities across the state and country are also facing. Contributing factors include:
• Slowing real estate development activity
• Declining retail sales activity, including at the Stoneridge Shopping Center • Increasing insurance costs
• Increasing operating supplies and materials costs
• Increasing contract service costs
• Growing number of unfunded mandates from the State
• Rising personnel costs, including pensions

• Reduced hotel tax revenue (particularly during and post-pandemic).

In addition, much of the City’s infrastructure and facilities are aging. Pleasanton realized significant and rapid growth in the 1980s and 1990s, when buildings, parks, streets, and many other City assets were constructed. The City has contributed significant resources to maintain these assets over time, but many are reaching the end of their useful life and funds have not been set aside to replace or significantly rebuild infrastructure and facilities.

As the City continues to transition from a growing city to a mature community, necessary revenue increases are no longer occurring. Over the years, the City has implemented cost- saving measures to improve operational efficiency and reduce costs, including merging departments and operations, offering less generous pension and retiree medical benefits to employees, implementing energy and water efficiency projects, and establishing a pension trust to pay down the City's unfunded liability. However, the City has also deferred critical infrastructure repair and replacement to balance the General Fund operating budget and to continue to support the delivery of services. Currently, there is not sufficient capital funding, nor is there sufficient operational funding, to continue to delivering services and programs at the level the Pleasanton community has come to expect.

Toward addressing the City’s challenging financial position, at its March 21, 2023, meeting, the City Council directed staff to place an item to discuss revenue options on a future agenda, including but not limited to, a potential ballot measure for upcoming elections. At its August 15, 2023, meeting, staff and the City’s revenue strategy consultant, Clifford Moss, provided the City Council and the community with an overview of community needs, potential revenue options, and the process and timeline for election-based ballot measure development. The City Council provided feedback and directed staff to conduct a public opinion poll to seek input from the community regarding Pleasanton’s service priorities and identify potential revenue options.

After exploring several possible new revenue sources in the poll, including a potential infrastructure bond, at its December 5, 2023 meeting, the City Council received a presentation noting the focus is now on a small ½ cent sales tax increase that would be placed on the November 5, 2024 ballot, if the City Council chooses to put this option before the voters.

DISCUSSION
Public Engagement
Community input is imperative to exploring the feasibility of a revenue measure, and the community has been actively engaging in this process. During the first half of 2024, staff has been meeting with community leaders and local organizations and groups to bring awareness of the City’s structural budget deficit and gather questions and solicit feedback to present to the City Council. Staff also attended various City commission and committee meetings to seek feedback from the members. Concurrently, a community survey was open during February- April 2024, in which all Pleasanton residents were encouraged to participate.

Community Survey
In February 2024, the City opened a community survey asking residents to offer feedback on how they would rank the following City priorities, and an opportunity to add in any additional priorities not listed and provide comments:
• Protect 911 Emergency Services

• Repair & Maintain Local Roads
• Maintain Public Safety Services & Facilities
• Operate Effective Stormwater Systems
• Invest in Quality Parks & Open Spaces
• Improve Economic Vitality
• Continue Library Services
• Provide Youth & Senior Programs

As of late May, the City has received more than 3,100 responses to the community survey, with Protect 911 Emergency Services (1,893 responses) and Maintain Public Safety Service & Facilities (986 responses) as the two most highly-ranked priorities. Repair & Maintain Local Roads (544 responses) was ranked third, followed by the remaining five priorities all closely ranked. The chart below displays the number of first place votes each message received.

Respondents were consistent in how they ranked different priorities overall.

The commentary provided in the survey responses was mostly aligned with Pleasanton’s current needs list. However, additional commentary was collected from online respondents.

Recurring messages included:
• Emphasizing public safety as a priority; more neighborhood patrols • Concern about additional taxes, and cost of living
• Aversion to development, high-density housing, and associated traffic concerns • Drinking water quality & water rates
• Investing in downtown to make it a destination (retail, restaurants, etc.) • Interest in steps the City has already taken to reduce costs/spend efficiently • Appreciated the opportunity to leave feedback and engage.

Notably, water was not included among the priorities in the survey as the City’s Water Fund is separate from the General Fund in that the cost to operate and maintain the City’s water program comes from service charges. Providing reliable, safe drinking water is a top priority, and the City has prioritized a number of water-related projects over the past 18 months to ensure the City's delivery of quality water throughout the community.

Community Presentations
Since February 2024, City executive team members have been meeting with community leaders and local organizations and groups to bring awareness of the City’s financial position and gather questions and solicit feedback to provide to the City Council. In all, staff met with 25 community groups, connecting with several hundred residents and non-profit and business representatives. Among the groups that received the presentation were:
• Service clubs, such as Pleasanton Rotary and Lions clubs • Cultural groups, including Pleasanton Art League, Museum on Main, and the Community of Character Collaborative Boards
• Business organizations, including the Pleasanton Downtown Association and Pleasanton Chamber of Commerce, and the City-Business Partners meeting (including

Hacienda, Visit Tri-Valley, Alameda County Fairgrounds and Stoneridge Shopping Center)
• Education-focused groups, including Pleasanton Partnerships in Education and City- PUSD Liaison Committee
• Local veterans organizations
• City co-sponsored youth sports user groups, adult sports leagues • Community Emergency Response Team (CERT)
• Foundation/Support groups, including Friends of the Pleasanton Senior Center, Library and Gingerbread
• HOAs, such as Ruby Hill
• Chinese America Cooperation Council
• City’s commissions and committees, the Police Community Advisory Board, the Pleasanton Community Academy.

Numerous of the City’s businesses were directly notified of the City's revenue measure feasibility efforts and were invited to engage in further discussion, including Simon Property Group, Stanford Health Care/Tri-Valley, John Muir Health, and Kaiser Permanente, along with local commercial developers.

The top themes expressed in community meetings are around preserving essential services and comparing tax rates and related economic impacts.

Preserving Essential Services:
• Community members are concerned about impacts to City services and programs if is there is no new revenue, and expressed an interest in more details surrounding potential cuts (specifics)
• Community members recognize the City provides high quality services to residents and businesses and would like to identify solutions to preserve these important services and programs
• Community members acknowledge that Pleasanton is a safe community, parks are well maintained, and they enjoy the services and programs provided by the City and appreciate the City’s engagement efforts and the opportunity to provide feedback.

Comparative Sales Tax Rates and Economic Impacts:
• Residents are seeking clarity on how the proposed 10.75% sales tax rate compares to neighboring cities in Alameda County, and how much of the current 10.25% sales tax is received by the City
• Concerns have been voiced regarding the potential drop in local spending in Pleasanton and the added burden on residents, especially considering inflationary pressures • Community members have expressed a desire for information regarding the anticipated revenue from Costco and nearby hotels.

Other notable themes include:

• Inquiries about the economic impact and redevelopment plans for Stoneridge Shopping Center
• Questions about the necessity of operating multiple facilities, including the Firehouse Arts Center, and the status of Capital Improvement Projects such as Century House and the skatepark
• Interest in exploring sponsorship opportunities for parks and programs to diversify revenue streams
• Requests for data regarding pension costs and police staffing levels (staffing levels high against a desire for a safe community)
• Consideration of alternative taxes such as Transient Occupancy Tax (TOT) and Parcel Tax.

Outreach Materials
Over the past six months, the City has distributed four e-newsletters that provided information on the City’s fiscal challenges and the exploration of a revenue measure. As well, two direct mailers – the community survey and a special issue of Pleasanton Progress – were delivered directly to all residential addresses in the city. Additional copies of the community survey were produced and made publicly available at all City office locations and at the March State of the City event. The special issue of the Pleasanton Progress was delivered via mail in late May.

Employee Engagement
Concurrent with public outreach efforts, City staff across the organization have been provided with continuous information and updates regarding the City’s financial position and exploration of a revenue measure. These internal communications include an all-staff meeting in early March 2024 and seven email updates between January-May 2024 to keep employees informed, as well as departmental meetings to provide a forum for dialogue with the department director. As well, employees were encouraged to provide ideas for cost reductions and operational efficiencies, many of which were incorporated into the FY 2024/25 Mid-Term Budget reductions and the contingency menu for FY25-FY27.

City Council Meetings/Workshops
In addition to the engagement activities described above, the City also held budget meetings and workshops on March 19 and May 21, 2024 to share information about the City’s financial challenges, forecast assumptions used for the long-term financial projection, sales tax and economic impacts, cost reductions, reallocation of capital project funds to critical life and safety projects, and potential service reductions if there is no new revenue. These meetings and workshops provided the community with opportunities to provide feedback and for the City to address the comments received during the community engagement activities. Below are highlights of information that was presented and discussed at the budget meetings and workshops.

March 19, 2024 Council Meeting
Overview of General Fund Structural Deficit and Forecast Assumptions • The baseline scenario projects an annual average deficit of more than $13 million, and the cumulative deficit over an eight-year period is projected to exceed $110 million • If there is an economic downturn, the annual average deficit is projected to exceed $22

million, and the cumulative deficit over an eight-year period is projected to exceed $180 million
• Key assumptions include 3.5% in annual property tax growth and 2% for sales tax, and labor cost increase is projected to grow by 3.3%
• Cost reduction strategies implemented in the current fiscal year include freezing some positions, delaying purchases of equipment and vehicles (fire engine, Public Works vehicles, etc.), limiting costs associated with contract and professional services and other operating costs. Departments are not allowed to start new services/programs • Fee studies are in progress to increase cost recovery where appropriate.

Sales Tax
• With a small ½ cent sales tax increase, the City is expected to generate $10 million in annual revenue to support essential city services and programs • The City’s current sales tax rate is 10.25%, but only 1% comes into the City directly to support services and programs. The remainder goes to the state, the county, and other taxing agencies such as BART
• Prescription medicine and devices and groceries are exempt from sales tax. Rent, mortgage payments, utilities, and other items such as goods transmitted electronically (music, books, movies, computer software, etc.) are also exempt from sales tax • The City’s sales tax consultant confirmed that years of sales tax data tied to local transactions and use taxes across California demonstrates there is no exodus by local residents making shopping, dining or buying decisions in neighboring jurisdictions that have lower tax rates.

Reallocation of Capital Project Funds to Critical Life and Safety Projects • The City Council authorized the deferrals/defunding of capital projects including key projects such as the Century House and skatepark.
• Funds have been reallocated to life and safety projects through the FY 2024/25 Mid- Term Budget Update that was approved by the City Council on May 21, 2024.

May 21, 2024 Workshop and Council Meeting
Contingency Menu of Potential Service Reductions if New Revenue Is Not Realized

If the ½ cent sales tax is not viable or not approved by the voters on November 4, 2004, service cuts will be implemented including the following potential areas subject to City Council approval and community input:
• Parks, Trees, and Landscape Maintenance
• Streets and Facilities Maintenance
• Library Services
• Community Programming, Youth and Senior Programs, and Special Events • Plan Checking and Traffic Management Programs
• Sustainability Programming/Services
• Funding to Community Programs

• Economic Development Services
• City-Funded School Crossing Guard Program
• Police Services
• Fire Services
• Critical Internal Service Functions.

Cost Reductions and FY 2024/25 Mid-Term Budget Update
• The City Council approved $2.5 million in cost reductions across all City departments through the approval of the FY 2024/25 Mid-Term Budget Update, including non- personnel (operating supplies and materials, contract services, travel and training, etc.) and personnel costs including freezing some positions
• These reductions will have minimum impact on the services that are provided to the community but will impact staff’s ability to deliver the same level of quality services and implement City Council and community priorities
• Further service reductions will have significant impacts on services and programs such that less services and programming will be available to youth, seniors, and families, lower levels of service for park, street, and facility maintenance, and delays in emergency and non-emergency services provided by the police and fire departments • Further service reductions will also require involvement/negotiation from employee groups based on the City’s agreements with labor unions.

Next Steps
In mid-May 2024, the City began conducting a second public opinion poll to assess the viability of a ½ cent sales tax measure. Staff is planning to present the results of this statistically valid survey to the City Council at its June 18, 2024 meeting.

EQUITY AND SUSTAINABILITY
This item is for information only at this time.

OUTREACH
Over the last several months, the City has been engaging the community through various channels such as surveys, meetings, and newsletters to assess the viability of a sales tax measure.

STRATEGIC PLAN ALIGNMENT
This item aligns with the ONE Pleasanton strategic plan goal of Funding Our Future that supports financial health and sound fiscal policies.

FISCAL IMPACT
This is an informational report only; there is no fiscal impact from receiving this report.

Jointly Prepared and
Submitted by:

Approved by:

Susan Hsieh, Director of
Finance
Pamela Ott, Assistant City Manager

Gerry Beaudin, City
Manager

Attachments:

None

Item #15

CITY COUNCIL AGENDA REPORT

June 4, 2024
Community Development

TITLE: INTRODUCE AND WAIVE FIRST READING OF AN ORDINANCE APPROVING

THE SIXTH AMENDMENT TO THE DEVELOPMENT AGREEMENT FOR THE STONERIDGE SHOPPING CENTER, LOCATED AT 1008 THROUGH 1700

STONERIDGE MALL ROAD, GOVERNING A PREVIOUSLY-APPROVED
APPROXIMATELY 362,790 SQUARE-FOOT SHOPPING CENTER EXPANSION

TO EXTEND THE TERM FOR SIX MONTHS, WITH POTENTIAL ADDITIONAL EXTENSIONS OF EITHER 18 MONTHS OR TWO YEARS, AND A FURTHER

POTENTIAL EXTENSION OF TWO YEARS THEREAFTER, SUBJECT TO THE

COMPLETION OF PERFORMANCE STANDARDS AS SET FORTH IN THE

PROPOSED AMENDMENT

SUMMARY
The applicant, Stoneridge Properties, LLC (Simon Property Group), proposes to amend and extend the existing Stoneridge Shopping Center Development Agreement (DA) for six months; plus, an additional extension of either 18 months or two years; and a further potential extension of two years thereafter, subject to the completion of performance standards as set forth in this proposed amendment, generally intended to support advancement of master planning at the mall to improve the future vitality of the property. 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 sixth amendment to the DA.

The Planning Commission on May 8, 2024, voted to recommend approval of the amendment.

RECOMMENDATION

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

2. Introduce the ordinance as shown in Attachment 1 approving the Sixth Amendment to the Development Agreement to extend the term for six months with potential additional extensions of the term 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 (6300 Stoneridge Mall Road).

Development Agreement
Development agreements (DAs) 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 amended: in 2013 to extend the term for five years until 2017; in 2018 to extend the term for five additional years until 2022; in 2021 to extend the term for one year until December 2023.

Most recently, in December 2023 the City Council approved the fifth amendment to the DA, extending it for six months to June 30, 2024. In approving the six-month extension, the City Council emphasized its desire to see planning to support the long-term vitality of the overall mall properties proceed, particularly efforts to advance the work begun as part of the Stoneridge Mall Framework adopted in January 2023; and for the applicant, City, and other property owners to work together in the six-month period to advance that goal. The Fifth Amendment also made other changes favorable to the City, including making development subject to current City development impact fees and other fees, offset by prior payments for traffic improvements. In addition, the City and applicant included terms that specify the Objective Design Standards (ODS) adopted in January 2023 for any housing development, and that requirements of the future Framework would also apply to any residential or mixed- use development on the site. The amendment also included a section about transfer or assignment requiring City approval.

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
Key Terms of Proposed Extension
The applicant requests the term of the DA be extended as follows:
• For an initial six months, until December 30, 2024, with payment of a non-refundable $50,000 contribution to the City in support of its efforts to advance Master Planning for the Mall. During this period, efforts would be made to secure matching funding from the other Mall owners to support the planning effort.

• If matching funding is secured from the other Mall owners, in the amount of $150,000, and other milestones are achieved, the DA would extend for another 18 months through June 30, 2026. The City may, at its option, reduce this amount by up to $50,000. This

provision is included to account for the event that not all of the owners decide to contribute, and still allow the extension to be provided.

• If matching funding is not secured from the other Mall owners, then the applicant may opt to contribute the equivalent amount of additional funds (up to $150,000), in which case the DA would be extended for another 24 months through December 31, 2026.

• At the discretion of the City Manager or the City Council, the DA may be extended for an additional two years from December 31, 2026, or December 31, 2028, if it is determined that adequate progress has been made towards the master planning effort.

Each of the above extensions is contingent on the completion of performance milestones intended to advance the Stoneridge Mall Framework and additional master planning for the mall. The proposed Sixth Amendment and the existing agreements are attached as Attachment 1 and Attachment 2, respectively.

Analysis
During portions of the time period covered by the last three extensions of the DA, 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 it needs 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 in early 2023). 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. It is noted that 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.

The proposed Sixth Amendment provides that the applicant shall contribute $50,000 to allow for an initial six-month extension, and the applicant may agree to fund up to an additional $150,000 toward the Stoneridge Mall Framework process – such funding which would be necessary to secure a further two-year extension through December 31, 2026. The Development Agreement also includes a provision for the other Mall owners to each provide a similar funding amount, in which case the DA would extend for an additional 18 months after December 31, 2024.

The DA also provides for an additional two-year extension through December 31, 2028, at the discretion of the City Manager or City Council, upon demonstration of material progress toward a Master Plan. In addition to the funding described above, the DA provides for milestones in

the first six months such as developing a more detailed scope, schedule and budget for subsequent phases; and initiating a collaborative process among owners to resolve issues of mutual concern, such as parking; and seeking qualified consultants as needed to support these efforts.

If additional funding is received either from the applicant or the other Mall owners, the 18- month or two-year extension would provide additional time for the planning efforts initiated during the first six months to further advance. Thereafter, it would be at the discretion of the City Manager or City Council to grant an additional two-year extension based on material progress demonstrated by the applicant. While the exact tasks and progress steps to take place in the 18-month/2-year period are not called out in the DA, since they are yet to be defined, they conceptually could include conducting further baseline technical studies, developing and refining proposed design concepts, establishing more detailed planning standards, and developing a financial strategy and/or procuring additional resources to support any further planning and CEQA review. See Exhibit A for a complete list of terms of the DA terms, extension timeframes, and milestones.

For these reasons, staff supports the DA extension. Staff believes the additional timeframes permitted by the Sixth Amendment would allow the Stoneridge Mall Framework planning efforts to progress and also facilitate the applicant’s participation in the process 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, staff finds this Sixth Amendment is consistent with the General Plan and recommends approval by the City Council.

Finally, staff notes that although the other Stoneridge property owners are not parties to the DA, it is understood that participation and cooperation among the owners will be extremely beneficial, if not essential, to the success of the planning efforts at the mall. In addition to outreach with Simon Property Group, staff has communicated individually with each of the owners to apprise them of the proposed DA extension, and to encourage participation and collaboration in the planning process as it moves forward.

PLANNING COMMISSION ACTION
The Planning Commission held a public hearing on May 8, 2024, 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 (4-0, 1 abstain) 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 Mall 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 had 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 ONE Pleasanton strategic plan goal of Building a Community Where Everyone Belongs, Strategy 5 - 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 Sixth 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.

CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA)
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 Sixth 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 amendment/extension of the DA 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. With Simon Property Group contributing a minimum of $50,000 toward the Stoneridge Mall Framework, and up to a maximum of $200,000 (or alternatively, the other Mall owners contributing $150,000), progress should accelerate toward the milestones in this amendment.

Therefore, staff believes the shopping center will continue to evolve and remain competitive in the current development environment, and staff supports the request for the amendment/extension to the DA and recommends the City Council introduce the ordinance to approve the proposed Sixth Amendment.

Prepared by: Submitted by: Approved by:

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

Gerry Beaudin, City
Manager

Attachments:

1. Ordinance

2. Agreement Amendments first through fifth

3. Planning Commission agenda report May 8, 2024

4. Notifications Maps

ORDINANCE NO._____

AN ORDI

NANCE OF THE CITY COUNCIL OF THE CITY OF PLEASANTON

APPROVING THE SIXTH AMENDMENT TO THE STONERIDGE SHOPPING

CENTER DEVELOPMENT AGREEMENT TO EXTEND THE TERM FOR SIX

MONTHS WITH POTENTIAL ADDITIONAL EXTENSIONS OF THE TERM WHEREAS, Stoneridge Properties LLC (Developer) has applied for a Sixth Amendment to the Development Agreement for the properties at 1008 - 1700 Stoneridge Mall Road for a six (6) month extension of the term to December 31, 2024, contingent upon a contribution of $50,000 by Developer towards the Stoneridge Mall Framework planning effort, plus an additional potential further extension of two (2) to four (4) years, contingent upon the deposit of an additional funds and a determination by the City Manager or City Council that Developer has made good faith material progress toward funding a master plan by December 31, 2026, regarding its approximately 362,790- square-foot remaining permitted expansion of the Stoneridge Shopping Center; and WHEREAS, a Supplemental Environmental Impac t Report (SEIR) was prepared and certified 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. This SEIR and the Addendum for the Stoneridge Mall Commercial Replacement and Expansion Project dated April 16, 2019 anticipated completion of the subject 362,790 square foot expans ion of the Stoneridge Shopping Center. In addition, the cumulative impacts of the development permitted under the Development Agreement and Sixth 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 23-1357. The California Environmental Quality Act (CEQA) specifies that individual development projects that are covered by a previously certified EIR or SEIR are exempt from additional environmental review. Therefore, there is no additional environmental document regarding this Development Agreement extension is required pursuant to Public Resources Code §21083.3 and CEQA Guidelines §15183; and; and WHEREAS, the Planning Commission held a public hearing on May 8, 2024, and adopted Resolution No. PC -2024-09, recommending the City Council approve the Sixth Amendment; and
WHEREAS, on June 4, 2024, the City Council held a duly noticed public hearing on this application and considered all public testimony, agenda report, and related materials, including the recommendations of City staff and the Planning Commission; and WHEREAS, the City Council finds that accepting the initial $50,000 contribution and accepting potential additional deposits up to $150,000 will advance planning efforts for the Stoneridge Mall Framework plan, in conjunction with the 6-month to 4.5- year extension of the Development Agreement, is consistent with the City’s General Plan and will advance the master planning anticipated in the Stoneridge Mall Framework components adopted by the City Council on January 26, 2023.

Attachment 1

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 as set forth in the Development Agreement, as amended by the proposed Sixth Amendment, 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 Sixth 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 Sixth Amendment merely extends the term of the previously approved Agreement and is consistent with the General Plan, and there are no impacts peculiar to the parcel or unstudied impacts relevant to this Sixth Amendment.

SECTION 2. Finds that the Sixth Amendment is consistent with the objectives, policies, general land uses and programs specified in the vested General Plan; is compatible with the uses authorized in and the vested regulations prescribed for the land use district (C - R (Regional Commercial) and PUD-MU (Planned Unit Development – Mixed Use)) 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.

SECTION 3 . Approves the Sixth Amendment to the Development Agreement with Stoneridge Properties, LLC, which includes a six-month extension and a $50,000 contribution by Developer towards the Stoneridge Mall Framework 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 the 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 f
oregoing Ordinance was introduced at a regular meeting of the City Council of the City of Pleasanton on June 4, 2024 by the following vote:

A
yes:

Noes:

Absent:

Abstain:

Karla Brown, Mayor

ATTEST:

Jocelyn Kwong, City Clerk
APPROVED AS TO FORM:

_____________________________
Daniel G. Sodergren, City Attorney

SIXTH AMENDMENT TO DEVELOPMENT AGREEMENT
(P
age Intentionally Left Blank)

EXHIBIT A

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

SIXTH AMENDMENT TO DEVELOPMENT AGREEMENT
THIS SIXTH AMENDMENT TO DEVELOPMENT AGREEMENT (the “Sixth 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 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 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 (t he
"
Third Amendment"), dated as of August 21, 2018, as approved by the City Council by its Ordinance No. 2173. The Third Amendment to 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 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 parties entered into the Fifth Amendment to Development Agreement (the “Fift h
A
mendment”), as approved by the City Council by its Ordinance 2249. The Fifth Amendment was recorded on March 4, 2024, as Instrument No. 2024031835 in the Official Records of Alameda County. It provides that the Agreement shall terminate July 1, 2024.

G. The City and Developer desire to extend the term of the Agreement. In order to s
trengthen 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 center, the City has determined that this Sixth Amendment is an appropriate supplement to the Agreement.

RECORDING REQUESTED BY

CITY OF PLEASANTON

H. 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 Sixth 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 Sixth Amendment merely extends the term of the previously approved Agreement and is consistent with the General Plan, and there are no impacts peculiar to the parcel or unstudied impacts relevant to this Sixth Amendment.

I. On May 8, 2024, after conducting a duly noticed public hearing, the City Planning C
ommission recommended the City Council approve this Sixth Amendment, based on the following findings and determinations: this Sixth Amendment is consistent with the objectives, policies, general land uses and programs specified in the vested General Plan; is compatible with the uses authorized in and the vested regulations prescribed for the land use districts (C- R (Regional Commercial and PUD-MU (Planned Unit Development – Mixed Use)) 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.

J. Thereafter, on June 4, 2024, the City Council held a duly noticed public heari ng on
t
his Sixth Amendment and made the same findings and determinations as the Planning Commission. On that same date, the City Council introduced the Ordinance. On June 18, 2024, the City Council approved this Sixth Amendment by adopting Ordinance _______.

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 January 1, 2025, unless the termination date is extended pursuant to Section 19.14 below.

2. Section 19.14 is added as follows.

19.14. I nitial 6 th Amendment Funding and Extension Upon Additional Funding.
(a) W ithin 10 business days of the date of recordation of this Agreement, Developer shall deposit the sum of $50,000 with City to be us
ed by City for its costs associated with developing and pr
ocessing a Master Plan (as defined in subsection (i) below) for the Stoneridge Mall (“Initial City Master Plan Costs”).
(b) B
etween July 1, 2024 and December 31, 2024, City and
D
eveloper agree to cooperate and coordinate towards making pr
ogress on the master planning anticipated in the Stoneridge Mall

Framework Components (as defined in subsection (i) below), including, but not limited to: (i) developing a scope of work, schedule and budget for the next phase of planning work, including commencing the process to select urban design/architectural professionals to develop design and placemaking elements of the Framework Components; (ii) initiating collaboration between Developer and Other Owners (as defined in subsection (i) below) regarding desired land uses, potential development scenarios for various properties, and addressing issues of shared concern, such as parking requirements and parking management, interface of new or expanded uses with the existing shopping center, and shared infrastructure; and (iii) seeking qualified consultants to begin development of development standards or other master planning documents for the Stoneridge Mall.
(c) If, prior to December 1, 2024, City receives additional deposits totaling $150,000 from one or more of the Other Owners to supplement the Initial City Master Plan Costs (“Supplemental Master Plan Costs”), then the termination date of this Agreement shall be
ex
tended an additional 18 months to July 1, 2026, with this period to be us
ed to further advance the efforts initiated during the initial six- month period. The City may, at its sole discretion, reduce this amount by up to $50,000, provided that so doing would, in the City’s determination, allow the planning to continue to proceed towards the development of the Master Plan.
(d) I
f City does not receive deposits for the Supplemental Master Plan Costs from the Other Owners by December 1, 2024, then D
eveloper may elect thereafter to deposit with City, prior to D
ecember 31, 2024, the greater of (i) $100,000 or (2) the unfunded S
upplemental Master Plan Costs (not to exceed $150,000), in which case this Agreement shall be extended an additional 24 months to D
ecember 31, 2026, with this period to be used to further advance t
he efforts initiated during the initial six-month period. By November 1, 2026, the City Manager shall determine, in writing with notice to the Developer, whether Developer has worked in good faith to make material progress towards the Master Plan, including funding and/or working with the Other Owners to develop a plan to fund, the Master Plan. If the City Manager makes an affirmative determination r
egarding Developer’s actions, or fails to make any findings with regard to Developer’s actions, the Development Agreement shall be extended an additional two years to December 31, 2028.
(e) The
City Manager may refer the duty to determine whether the D
eveloper has made material progress toward the Master Plan to the C
ity Council, provided the referral is made by November 1, 2026.

Developer may appeal the City Manager’s findings to the City Council w
ithin ten (10) days of the date of notice of such findings, by providing notice of such appeal to the City Clerk by overnight courier or personal delivery.
(f) U
pon referral or appeal, the City Council’s review of the matter shall be de novo and the City Council may consider evidence that was not presented to the City Manager. City shall use reasonable efforts to ensure that any findings to be made by the City Council are

adopted by December 31, 2026. If such findings are not adopted by such date, the term of this Agreement will be automatically extended until the date such findings are adopted.
(g) It is the intent of City and Developer to work with the Other Owners during any extension provided by subsections (c) and (d) above, to have Developer and/or the Other Owners provide additional funding towards Master Plan costs.
(h) If City does not receive deposits for the Supplemental Master Plan costs from either the Other Owners by December 1, 2024, or the Developer by December 31, 2024, this Agreement shall terminate on J
anuary 1, 2025. All funds provided by Developer to City for the I
nitial Master Plan Costs shall be retained by City.
(i) W
hile this Agreement remains in effect, Developer agrees to m
ake good faith efforts to work with City and the Other Owners to develop and process for approval a Master Plan for the Shopping C
enter that furthers the goals of the Stoneridge Mall Framework C
omponents 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”). While Developer cannot control the actions of other owners of property at the entire Shopping Center as depicted in the First Amendment Section 1.b. and Exhibit A thereto (“Other Owners”), Developer’s good faith efforts shall include working with and attempting to persuade Other Owners to participate i n
de
veloping and processing the Master Plan.

3. Except as expressly modified by this Sixth Amendment, 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.

4. This Sixth Amendment shall be effective as of the date the Agreement otherwise w
ould have terminated and shall remain in effect until terminated. This Sixth Amendment may be executed in multiple counterparts, all of which taken together shall constitute one and the same instrument. This Sixth Amendment shall be duly recorded in the Official Records of Alameda County.

IN WITNESS WHEREOF, the parties have executed this Sixth Amendment on the date affixed by their signature.
"City"
CITY OF PLEASANTON, a Municipal
corporation of the State of California
B
y: _____________________________
Gerry Beaudin
City Manager
Dated Executed: __________________
A
ttest:
“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
B
y: _____________________________
T
itle: ____________________________

________________________________
Jocelyn Kwong
City Clerk
A
pproved as to Form:
_________
_______________________
Daniel G. Sodergren
City Attorney
Date Executed: ____________________

Attachment 2

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

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a0 0 ' vu n c' WY CLERKOFFaCE
August 15, 2016 / Ye- c'
VIA FEDERAL EXPRESS g Sly- 1
City of Pleasanton
S, r-
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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

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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
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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
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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
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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-

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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%;
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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
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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-