Agenda — Tracy City Council, October 18, 2022 (part 2 of 2)

material change in the policy before the expiration shall be considered a cancellation. Developer shall immediately obtain a replacement policy.

5.8. Authorized Insurers. All insurance companies providing coverage to Developer shall be insurance organizations authorized by the Insurance Commissioner of the State of California to transact the business of insurance in the State of California, with an AM Best rating of at least A-:VII.

5.9. Insurance Certificate. Developer shall provide evidence of compliance with the commercial general liability insurance and automobile insurance requirements listed above by providing a certificate of insurance and endorsements, in a form satisfactory to the City Attorney before the City executes this Agreement.

5.10. Substitute Certificates. No later than thirty (30) days before the policy expiration date of any insurance policy required by this Agreement, Developer shall provide a substitute certificate of insurance.

5.11. Developer’s Obligation. Maintenance of insurance by Developer as specified in this Agreement shall in no way be interpreted as relieving Developer of any responsibility whatsoever (including indemnity obligations under this Agreement), and Developer may carry, at its own expense, such additional insurance as it deems necessary.

6. Independent Cont ractor Status. Developer is an independent contractor and is solely responsible for the acts of its employees, agents, and subcontractors, including any negligent acts or omissions. Developer is not City’s employee and Developer shall have no authority, express or implied, to act on behalf of the City as an agent, or to bind the City to any obligation, unless the City provides prior written authorization to Developer.

7. Default.

7.1. Notice. If Developer is in default of this Agreement, as defined in Section 7.2, the City Engineer shall provide written notice to Developer and Developer’s surety (if any) describing the default.

7.2. Events of default. Developer shall be in default of this Agreement if the City Engineer determines that any one of the following conditions exist:

7.2.1. Developer is insolvent, bankrupt, or makes a general assignment for the benefit of its creditors.

7.2.2. Developer abandons the Project site.

7.2.3. Developer fails to perform one or more requirements of this Agreement.

7.2.4. Developer fails to replace or repair any damage caused by Developer or its agents, representatives, contractors, subcontractors, or employees in connection with performance of the Work.

7.2.5. Developer violates any legal requirement related to the Work.

7.3. If Developer fails to cure the default within thirty (30) calendar days, or provide adequate written assurance to the satisfaction of the City Engineer that the cure will be promptly started and diligently prosecuted to its completion, the City may, in the discretion of the City Engineer, take any or all of the following actions:

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7.3.1. Cure the default and charge Developer for the costs, including administrative costs and interest in an amount equal to 7% per annum from the date of default.

7.3.2. Demand Developer complete performance of the Work.

7.3.3. Demand Developer’s surety (if any) complete performance of the Work.

7.3.4. Commence a legal action to enforce the terms of this Agreement.

8. Ownership of Work. All original documents prepared by Developer for this Agreement are the property of the City, and Developer shall provide them to the City at the completion of Developer’s Work, or upon demand from the City.

9. Repair of Any Damage. In the event and to the extent Developer or its agents, representatives, contractors, subcontractors, or employees, in connection with performance of the Work, cause any damage to property owned by City or other property owners, then Developer shall promptly take all reasonable steps to repair or replace (as necessary) such property to remedy the damage caused thereto.

10. Inspection by the City; Insp ection Fees and Fee Credits. In order to permit the City to inspect the Work, Developer shall, at all times, provide to the City proper and safe access to the Project site, and all portions of the Work, and to all shops where portions of the Work are in preparation.

Concurrently with Developer’s execution of this Agreement and before the beginning of any Work, Developer shall pay the City Inspection Fees in the amount of 3.5% of the estimated Project costs (as approved by the City Engineer). If the City requires an independent inspection, Developer shall pay all such costs and provide a report directly to the City.

Developer shall be entitled to fee credits consistent with Section 3.3 of that certain Development Agreement by and between the City of Tracy and the Tracy Hills Project Owner, LLC, and Tracy Phase I, LLC, adopted by City of Tracy Ordinance No. 1213 and recorded in the Official Records of San Joaquin County on June 9, 2016, as Document Number 2016-066658, as may be amended from time to time (the “DA”), and as provided in greater detail in the Finance and Implementation Plan for the Project pursuant to the DA and Tracy Municipal Code Section 10.20.060(b)(3), as may be amended from time to time.

11. Developer’s Authorized Representative. At all times during the progress of the Work, Developer shall have a competent foreperson or superintendent (Superintendent) on site with authority to act on behalf of Developer. Developer shall, at all times, keep the City Engineer informed in writing of the names and telephone numbers of: (a) the Superintendent; and (b) all contractors and subcontractors performing the Work. Exhibit “C” attached hereto includes the initial contact information referenced in this Section 11.

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12. Acceptance of Work. Before the City Council’s acceptance of the Work, Developer is solely responsible for maintaining the quality of the Work and maintaining safety at the Project site. Developer’s obligation to perform the Work is not satisfied until after the City Engineer has made a written determination that all obligations of the Agreement have been satisfied, all outstanding fees and charges have been paid, and the City Council has accepted the Work as complete.

13. Warranty Period. Developer shall warrant the quality of the Work, in accordance with the terms of the Plans and Specifications, for a period of one year after acceptance of the Work by the City Council. If during the one year warranty period any portion of the Work is determined by the City Engineer to be defective as a result of an obligation of Developer under this Agreement, Developer shall be in default of this Agreement and shall without delay and without any cost to City repair, replace, or reconstruct any defective improvements.

14. Notices. All notices, demands, or other communications which this Agreement contemplates or authorizes shall be in writing and shall be personally delivered or electronically mailed to the respective party as follows:

To Cit
y: To Developer:

City of Tracy
333 Civic Center Plaza
Tracy, CA 95376
Attn: City Engineer
[email protected]
Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attn: Bridgit Koller
[email protected]
With a cop
y to: With a copy to:

City Attorney
333 Civic Center Plaza
Tracy, CA 95376
Attn: City Engineer
[email protected]
AG Essential Housing CA 1, LP
c/o AGWIP Asset Management LLC
8585 E. Hartford Drive, Suite 118
Scottsdale, AZ 85255
Attn: Steven S. Benson, Manager
[email protected]
Communications shall be deemed to have been given and received on the first to occur of: (1) actual receipt at the email address designated above, or (2) two working days following the deposit in the United States Mail of registered or certified mail, sent to the address designated above.

15. Approvals by City. Any approval or consent by that is to be given by City under this Agreement shall be in writing, and any approval or consent that is not in writing shall not be binding on City.

16. Modifications. This Agreement may not be modified orally or in any manner other than by an agreement in writing signed by both parties.

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17. Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement.

18. Assignment and Delegation. This Agreement and any portion of it may not be assigned or transferred, nor shall any of Developer’s duties be delegated, without the City’s prior written consent. Any attempt to assign or delegate this Agreement without the City’s written consent shall be void and of no effect. A consent by the City to one assignment shall not be deemed to be a consent to any subsequent assignment.

19. Jurisdiction and Venue. The interpretation, validity and enforcement of the Agreement shall be governed by the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement shall be filed and heard in a court of competent jurisdiction in the County of San Joaquin.

20. Permits, Licenses, and Compliance with Law. Developer shall, at Developer’s expense, obtain and maintain all necessary permits and licenses for the performance of the Work. Before City signs the Agreement, Developer shall obtain a City of Tracy Business License. Developer shall comply with all local, state, and federal laws, whether or not those laws are expressly stated in this Agreement.

21. Entire Agreement; Severability. The recitals and all defined terms in this Agreement are part of this Agreement. This Agreement, including all documents incorporated by reference, comprises the entire integrated understanding between the parties concerning the improvements to be constructed pursuant to this Agreement.

This Agreement supersedes all prior negotiations, representations, or agreements. The following Exhibits attached hereto are incorporated into this Agreement and made a part hereof by this reference:

A. Project Location (Recital A)
B. Conditions of A pproval (Recital C)
C. Developer’s Authorized Repr esentative (Section 11.) If a term of this Agreement is held invalid by a court of competent jurisdiction, the Agreement shall be construed as not containing that term, and the remainder of this Agreement shall remain in effect.

22. Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity and authority to execute this Agreement.

This Agreement shall inure to the benefit of and be binding upon the parties and their successors and assigns.

[SIGNATURES ON NEXT PAGE]

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The parties hereby agree to the full performance of the terms set forth herein.

City of Tracy

_______________________________
Nancy D. Young, Mayor

Date: _____________

Approved by City Council on ________
by Resolution No. _________.

Attest:

____________________________________
Adrianne Richardson, City Clerk

Approved As To Form:

____________________________________
Bi
jal M. Patel, City Attorney
Developer

LENNAR HOMES OF CALIFORNIA, LLC
a California limited liability company

_______________________________
By: _____________________
Title: ____________________

Date: _____________

Federal Employer Tax ID No. ___________

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Vice President
9/20/2022
93-1223261
Bridgit Koller
City of Tracy – Offsite Improvement Agreement
Tracy Hills Zone 5 Water Line Improvements

EXHIBIT “A”

PROJECT LOCATION

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Exhibit 1

Conditions of Approval for Tracy Hills Phase 2
Vesting Tentative Subdivision Map
Application Number TSM20-0003
October 19, 2021

Project: These Conditions of Approval shall apply to the Vesting Tentative Subdivision Map for Tracy Hills Phase 2, Application Number TSM20-0003, including approximately 1,470 single-family residential lots and various other parcels.

Property: The property consists of approximately 1,143 acres located in the Tracy Hills Specific Plan Area, south of I-580, west of Corral Hollow Road, Application Number TSM20-0003.

Community Facilities Districts: Certain conditions of approval herein involve the establishment of one or more Community Facilities Districts (CFDs) to implement the Project. The imposition of conditions requiring or involving the establishment of CFDs on the Property shall not limit the City from establishing additional CFDs over the Property, subject to an affirmative vote of the Property owner(s).

A. Definitions; Abbreviations.

The definitions in the City’s zoning regulations (Tracy Municipal Code, Title 10, Chapter

10.08) and subdivision ordinance (Tracy Municipal Code, Title 12, Chapter 12.08) apply, and in addition:

1. “Applicant” means any person, or other legal entity, defined as a “Subdivider” by Section 12.08.010 of the City of Tracy Municipal Code.

2. “Development Services Director” means the Development Services Director of the City of Tracy, or any other person designated by the City Manager or the Development Services Director, to perform the duties set forth here. (The Development Services Director is also referred to in the Tracy Municipal Code as the Development and Engineering Services Director.)

3. “City Regulations” means all written laws, rules, and policies established by the City, including those set forth in the City of Tracy General Plan, the Tracy Hills Specific Plan, the Tracy Municipal Code, ordinances, resolutions, written policies, written procedures, and the City’s Design Documents (including the Standard Plans, Standard Specifications, Design Standards, and relevant Public Facility Master Plans).

4. “Conditions of Approval” or “Conditions” means these conditions of approval.

City of Tracy - Offsite Improvement Agreement
Tracy Hills Zone 5 Water Line Improvements
EXHIBIT "B"
Conditions of Approval
DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

5. “Property” means the approximately 1,143 acres located in the Tracy Hills Specific Plan Area that is the subject of the Vesting Tentative Subdivision Map for Tracy Hills Phase 2, Application Number TSM20-0003.

The following abbreviations may be used in these Conditions:

EIR Environmental Impact Report
DIA Deferred Improvement
Agreement
OIA Offsite Improvement Agreement
PI&RA Park Improvement and
Reimbursement Agreement
PUE Public Utility Easement
TMC Tracy Municipal Code

B. Planning Division Conditions of Approval

1. Compliance with laws. The Subdivider shall comply with all laws (federal, state, and local) related to the development of real property within the Project boundaries, including, but not limited to: the Planning and Zoning Law (Government Code sections 65000, et seq.), the Subdivision Map Act (Government Code sections 66410, et seq.), the California Environmental Quality Act (Public Resources Code sections 21000, et seq., “CEQA”), and the Guidelines for the California Environmental Quality Act (California Administrative Code, title 14, sections 15000, et seq., “CEQA Guidelines”).

2. City Regulations. Unless specifically modified by these Conditions of Approval, the Subdivider shall comply with all City Regulations.

3. Mitigation Measures. The Subdivider shall comply with all applicable mitigation measures in the Final Subsequent Environmental Impact Report (EIR) for the Tracy Hills Specific Plan Project (State Clearinghouse No. 2013102053), which was certified by the City Council on April 5, 2016, as it may be amended or modified pursuant to CEQA and the CEQA Guidelines.

4. Notice of protest period. Pursuant to Government Code Section 66020, including Section 66020 (d)(1), the City HEREBY NOTIFIES the Subdivider that the 90-day approval period (in which the Subdivider may protest the imposition of any fees, dedications, reservations, or other exactions that are within the purview of the Mitigation Fee Act [Government Code section 66000 et seq.] (“Exactions”) and imposed on this Project by these Conditions of Approval) shall begin on the date of the conditional approval of this Project. If the Subdivider fails to file a protest of the Exactions complying with all of the requirements of Government Code Section 66020 within this 90-day period, the Subdivider will be legally barred from later challenging any of the Exactions. The terms of this paragraph shall not affect any other deadlines or statutes of limitations set forth in the Mitigation Fee Act or other applicable law, or constitute a waiver of any affirmative defenses available to the City.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

5. Final Maps for Financing Purposes. For the purpose of these Conditions of Approval, if any Final Map or Parcel Map is filed within the boundaries of the Project solely for financing purposes only, and no permits will be requested pursuant to such map, then the requirements listed in these Conditions of Approval shall not apply to the final map or parcel map for financing purposes only.

6. Conformance with Vesting Tentative Subdivision Map. All Final Maps shall be in substantial conformance with the approved Vesting Tentative Subdivision Map (Application Number TSM20-0003), which was received by the Development Services Department on October 12, 2021, unless modified by these Conditions.

7. Streets, Streetlights and Sidewalks

Before approval of the first Final Map or issuance of any building permit for the Property (except for up to fifteen (15) model homes), Subdivider shall provide for perpetual funding of the on-going costs of operation, maintenance and replacement for the traffic signals, streetlights, and street sweeping on the Property (including all costs required by PG&E), by doing one or more of the following, subject to the approval of the City’s Finance Director:

a. Community Facilities District. Subdivider shall enter into an agreement with the City, to be signed by the Finance Director, which shall be recorded against the Property, which requires that prior to the issuance of a certificate of occupancy for a residential dwelling unit, Subdivider shall complete the annexation of the Property to City of Tracy Community Facilities District in compliance with the requirements of the Mello – Roos Community Facilities Act of 1982 (Gov. Code § 53311 et seq.) including, without limitation, affirmative votes, and the recordation of a Notice of Special Tax Lien. Subdivider shall be responsible for all costs associated with the CFD proceedings.

b. HOA and dormant CFD. If the HOA is the chosen funding mechanism, the Subdivider must do the following:

(1) Form a Homeowner's Association (HOA) or other maintenance association, with CC&Rs reasonably acceptable to the City, to assume the obligation for the on-going costs of operation, maintenance and replacement for the traffic signals, streetlights, and street sweeping on the Property (including all costs required by PG&E);

(2) Cause the HOA to enter into an agreement with the City, in a form to be approved by the City and to be recorded against the Property prior to the final inspection or occupancy of the first dwelling (except for up to fifteen model homes), setting forth, among other things, the DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

required maintenance obligations, the standards of maintenance, and all other associated obligation(s) to ensure the long-term operation, maintenance and replacement by the HOA for the traffic signals, streetlights, and street sweeping on the Property;

(3) Before final inspection or occupancy of the first dwelling (except for up to fifteen model homes), annex into a CFD in a "dormant" capacity, to be triggered if the HOA fails (as determined by the City in its sole and exclusive discretion) to perform the required level of operation, maintenance and replacement for the traffic signals, streetlights, and street sweeping on the Property. The dormant tax or assessment shall be disclosed to all homebuyers and non-residential property owners, even during the dormant period.

c. Direct funding. Subdivider shall enter into an agreement with the City, which shall be recorded against the Property, which requires that prior to issuance of a certificate of occupancy for a residential dwelling unit, Subdivider shall deposit with the City an amount necessary, as reasonably determined by the City, to fund in perpetuity the on-going costs of operation, maintenance and replacement for the streets, streetlights, and sidewalks on the Property (including all costs required by PG&E).

If the provisions for adequate funding of the on-going costs of operation, maintenance and replacement for the traffic signals, streetlights, and street sweeping on the Property (including all costs required PG&E) are met prior to issuance of the first building permit for the Property, subject to the Finance Director’s review and approval, the terms of this condition shall be considered to have been met and this condition shall become null and void.

8. Police/Public Safety & Public Works

Before approval of the first Final Map or issuance of any building permit for the Property (except for up to fifteen (15) model homes), Subdivider shall provide for perpetual funding of the on-going costs of providing Police and public safety and Public Works services for the Property, by doing one of the following, subject to the approval of the City’s Finance Director:

a. Community Facilities District. Subdivider shall enter into an agreement with the City, to be signed by the Finance Director, which shall be recorded against the Property, which requires that prior to the issuance of a certificate of occupancy for a residential dwelling unit, Subdivider shall complete the annexation of the Property to City of Tracy Community Facilities District in compliance with the requirements of the Mello – Roos Community Facilities Act of 1982 (Gov. Code § 53311 et seq.) including, without limitation, affirmative votes, and the recordation of a Notice of DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

Special Tax Lien. Subdivider shall be responsible for all costs associated with the CFD proceedings.

b. Direct funding. Subdivider shall enter into an agreement with the City, which shall be recorded against the Property, which requires that prior to issuance of a certificate of occupancy for a residential dwelling unit, Subdivider shall deposit with the City an amount necessary, as reasonably determined by the City, to fund in perpetuity the on-going costs of providing Police and public safety and Public Works services for the Property.

If the provisions for adequate funding of the on-going costs of providing Police and public safety and Public Works services for the Property are met prior to issuance of the first building permit for the Property, subject to the Finance Director’s review and approval, the terms of this condition shall be considered to have been met and this condition shall become null and void.

9. Landscaping Maintenance

Before approval of the first Final Map or issuance of any building permit for the Property (except for up to fifteen (15) model homes), Subdivider shall provide for perpetual funding of the on-going costs of maintenance and replacement for public landscaping for the Property (but shall exclude the community park), by doing one or more of the following, subject to the approval of the City’s Finance Director:

a. CFD or other funding mechanism. The Subdivider shall enter into an agreement with the City, which shall be recorded against the Property, which stipulates the following: (1) prior to issuance of a building permit, the Subdivider shall form a Community Facilities District (CFD) for funding the on-going maintenance costs related to maintenance, operation, repair and replacement of public landscaping, public walls and any public amenities included in the Project, and ongoing public landscaping maintenance costs associated with major program roadways identified in the Citywide Roadway and Transportation Master Plan; (2) the items to be maintained include but are not limited to the following: ground cover, turf, shrubs, trees, irrigation systems, drainage and electrical systems; masonry walls or other fencing, entryway monuments. or other ornamental structures, furniture, recreation equipment, hardscape and any associated appurtenances within medians, parkways, dedicated easements, channel-ways, public parks and public open space areas; (3) formation of the CFD shall include, but not be limited to, affirmative votes and the recordation of a Notice of Special Tax Lien; (4) upon successful formation, the parcels will be subject to the maximum special tax rates as outlined in the Rate and Method of Apportionment; (5) prior to issuance of a building permit, the Subdivider shall deposit an amount equal to the first year's taxes; and (6) the Subdivider shall be responsible for all costs DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

associated with formation of the CFD.

b. HOA and dormant CFD. If the HOA is the chosen funding mechanism, the Subdivider must do the following:

(1) Form a Homeowner's Association (HOA) or other maintenance association, with CC&Rs reasonably acceptable to the City, to assume the obligation for the on-going maintenance of all public landscaping areas within the entire tentative subdivision map area;

(2) Cause the HOA to enter into an agreement with the City, in a form to be approved by the City and to be recorded against the Property prior to the final inspection or occupancy of the first dwelling (except for up to fifteen model homes), setting forth, among other things, the required maintenance obligations, the standards of maintenance, and all other associated obligation(s) to ensure the long-term maintenance by the HOA of all public landscape areas within the entire tentative subdivision map area;

(3) For each Final Map, make and submit to the City, in a form reasonably acceptable to the City, an irrevocable offer of dedication of all public landscape areas within the Final Map area;

(4) Before final inspection or occupancy of the first dwelling (except for up to fifteen model homes), annex into a CFD in a "dormant" capacity, to be triggered if the HOA fails (as determined by the City in its sole and exclusive discretion) to perform the required level of public landscape maintenance. The dormant tax or assessment shall be disclosed to all homebuyers and non-residential property owners, even during the dormant period.

c. Direct funding. The Subdivider shall enter into an agreement with the City, which shall be recorded against the Property, which stipulates that prior to issuance of a building permit, the Subdivider shall deposit with the City an amount necessary, as reasonably determined by the City, to fund in perpetuity the full on-going maintenance costs related to maintenance, operation, repair and replacement of public landscaping, public walls and any public amenities included in the Project, and ongoing public landscaping maintenance costs associated with major program roadways identified in the Citywide Roadway and Transportation Master Plan. The items to be maintained include but are not limited to the following: ground cover, turf, shrubs, trees, irrigation systems, drainage and electrical systems, masonry walls or other fencing, entryway monuments or other ornamental structures, furniture, recreation equipment, hardscape and DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
any associated appurtenances within medians, parkways, dedicated easements, channel-ways, public parks and public open space areas.

10. Neighborhood Parks. Before approval of the first Final Map, the Subdivider shall enter into an agreement with the City, which shall be recorded against the property, which stipulates the following:
a. Prior to the issuance of the 125th building permit that allows construction of a dwelling, not including plumbing only permits, the developer shall commence construction of the first neighborhood park. If the construction of the first neighborhood park has not commenced by the issuance of 125th building permit, no further building permits shall be issued until the first neighborhood park construction is commenced;
b. Prior to the issuance of the 500th building permit that allows construction of a dwelling, not including plumbing only permits, the developer shall commence construction of the second neighborhood park. If the construction of the second neighborhood park has not commenced by the issuance of 500th building permit, no further building permits shall be issued until the second neighborhood park construction is commenced; c. Prior to the issuance of the 976th building permit that allows construction of a dwelling, not including plumbing only permits, the developer shall commence construction of the third neighborhood park. If the construction of the third neighborhood park has not commenced by the issuance of 976th building permit, no further building permits shall be issued until the third neighborhood park construction is commenced; and
d. Prior to the issuance of the 1,226th building permit that allows construction of a dwelling, not including plumbing only permits, the developer shall commence construction of the fourth neighborhood park. If the construction of the fourth neighborhood park has not commenced by the issuance of 1,226th building permit, no further building permits shall be issued until the fourth neighborhood park construction is commenced.

C. Engineering Division Conditions of Approval

1. General Conditions
C.1.1 Subdivider shall comply with the applicable requirements of the approved documents, technical analyses/reports prepared for the Project listed as follows:
a) Tracy Hills Specific Plan approved by City Council by Resolution No. 2016-063, dated April 5, 2016, and any amendments thereto. b) Amendment to the Tracy Hills Specific Plan for Phase 2, approved by the City Council by Resolution No. 2021-_____ on ________, 2021, including the Transportation Consistency Analysis prepared for the Amendment by Kimley-Horn and Associates, dated
DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

September 23, 2021, and any updates or amendments thereto (“Specific Plan Amendment” or “SPA”).
c) Tracy Hills Specific Plan Final Subsequent Environmental Impact Report, dated January 2016, certified by City Council by Resolution No. 2016-062 on April 5, 2016, and the Addendum to the Tracy Hills Specific Plan EIR, prepared by Kimley-Horn and Associates, dated September 2021, including all mitigation measures incorporated therein (hereinafter referred to together as “EIR”).
d) Tracy Hills Phase 2 Traffic Study, prepared by Kimley-Horn and Associates, dated September 30, 2021, and any updates or amendments thereto (“Traffic Study”).
e) City of Tracy Citywide Roadway and Transportation Master Plan, prepared by RBF Consulting, dated November 2012 (“TMP”) f) Tracy Hills Phase 2 VTM Drainage Analysis prepared by Ruggeri- Jensen-Azar, dated December 17, 2020, and the review of said analysis contained in the Technical Memorandum prepared by Wood Rodgers, dated April 26, 2021 (draft), and any updates or amendments to either document (“Storm Drainage Study”). g) Tracy Hills Storm Drainage Master Plan prepared by Ruggeri- Jensen-Azar, dated November 2013 (“Storm Drainage Master Plan”), as reviewed by Storm Water Consulting, Inc and Stantec Consulting Services, Inc.
h) Tracy Hills Phase 2 Sanitary Sewer Study Technical Memorandum prepared by Black Water Consulting Engineers, dated October 1, 2021, and any updates or amendments thereto (“Sanitary Sewer Study”).
i) Peer Review and Hydraulic Evaluation for Tracy Hills Phase 2, 3, and 4 prepared by West Yost, dated July 13, 2021, and any updates or amendments thereto (“Water Study”).
j) Pipeline Safety Hazard Assessment, Tracy Hills Specific Plan prepared by Place Works, dated September 2014.
k) Any Finance Implementation Plan (“FIP”), as described in Section

10.20.060(b)(3)(B) of the Tracy Municipal Code, that is approved by the City Council for the property described in the Tracy Hills Phase 2 Vesting Tentative Subdivision Map, Application No. TSM20-0003. l) Development Agreement, executed between the City of Tracy and the developers of the Tracy Hills Project, approved by the City Council on April 5, 2016, by Ordinance No. 1213, and the First Amendment to the Development Agreement, approved by the City DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

Council on November 10, 2020, by Ordinance No. 1300
(“Development Agreement”).
m) Settlement Agreement, executed between the City of Tracy and the developers of the Tracy Hills Project, having an effective date of December 17, 2019 (“Settlement Agreement”).
n) Agreement to Defer Payment of Development Impact Fees on New Residential Development, executed between the City of Tracy and the developers of the Tracy Hills Project, dated November 15, 2016 (“Fee Deferral Agreement”).

C.1.2 Timing of Compliance: The Applicant shall satisfy each of the following conditions prior to filing the first Final Map unless a different time for compliance is specifically stated in these Conditions of Approval. Any condition requiring an improvement that has already been designed and completed under a City-approved improvement agreement may be considered satisfied at the discretion of the City Engineer.

For the purpose of these Conditions of Approval, if any Final Map or Parcel Map is filed within the boundaries of the Project solely for financing purposes only, and no permits will be requested pursuant to such map, then the requirements listed in these Conditions of Approval shall not apply to the final map or parcel map for financing purposes only.

C.1.3 Revisions to the Vesting Tentative Subdivision Map (“VTSM”): The Subdivider shall incorporate revisions to comply with the recommendations and comments in the Traffic Study prior to signature by the City Engineer on the VTSM.

C.2 Improvement Plans

C.2.1 General

The Subdivider shall complete the Improvement Plans to comply with all applicable laws, including the City Regulations (defined above) and these Conditions of Approval. Improvement Plans shall contain the design, construction details and specifications of improvements that is/are required to serve the Project. The Improvement Plans shall be drawn on a 24” x 36” size 4-mil thick polyester film (mylar) and shall be prepared under the supervision of, and stamped and signed by a Registered Civil, Traffic, Electrical, Mechanical Engineer, and Registered Landscape Architect for the relevant work.

C.2.1 Signed and stamped Engineer’s Estimate that summarizes the cost of constructing all the public improvements shown on the Improvement Plans.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

C.2.2 Site Grading

C.2.2.1 Grading and Drainage Plans

Submit a Grading and Drainage Plan prepared by a
Registered Civil Engineer and accompanied by the Project’s Geotechnical /Soils Engineering report. The report shall provide recommendations regarding adequacy of the site
relative to the stability of soils such as soil types and classification, percolation rate, soil bearing capacity, highest observed ground water elevation, and others.

C.2.2.2 When the grade differential between the Project site and the adjacent property(s) exceeds 12 inches, a reinforced or masonry block wall, engineered slope, or engineered
retaining wall is required for retaining soil. The Subdivider shall submit Retaining Wall Plans that includes the
construction detail(s) and structural calculations of the retaining wall or masonry wall for City’s review and approval.

C.2.2.3 If an engineered slope is used to retain soil subject to approval by the City Engineer, a slope easement will be necessary from the adjacent property. The Subdivider shall obtain a slope easement from owner(s) of the adjacent and affected property(s) and show the slope easement on the Final Map.

C.2.2.4 Erosion Control

Improvement Plans shall specify the method of erosion
control to be employed and materials to be used.

C.2.2.5 If applicable, show all existing irrigation structure(s), channel(s) and pipe(s) that are to remain or relocated or to be removed, if any, after coordinating with the irrigation district or owner of the irrigation facilities. If there are irrigation facilities including tile drains, that are required to remain to serve existing adjacent agricultural uses, the Subdivider shall design, coordinate and construct required modifications to the facilities to the reasonable satisfaction of the owner of the irrigation facilities and the City.

C.2.3 Grading Permit
The City will not accept a grading permit application for the Project as complete until the Subdivider has provided all relevant documents related to the grading permit required by the City Regulations and these Conditions of Approval, to the satisfaction of the City Engineer.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

C.2.4 Storm Drainage
C.2.4.1 Site grading shall be designed such that the Project’s storm drainage overland release point will be directed to a storm drainage easement or to public streets with a functional storm drainage system and that the storm drainage system within the public streets has adequate capacity to drain storm water from the Property.

C.2.4.2 All permanent underground storm drainage lines, structures and facilities to be maintained by the City shall be located within right-of-way to be dedicated to the City or within an easement. If applicable, interim facilities and storm drain lines and collection basins shall be maintained by the Subdivider.

C.2.4.3 Storm drainage plans are to be submitted with the required hydrologic and hydraulic calculations for the sizing of storm drainage pipe(s) and shall comply with the Storm Drainage Master Plan, Storm Drainage Study and City Regulations.

C.2.4.4 Prior to acceptance of maintenance of any public facilities by the City, the Subdivider shall prepare and obtain approval from the Public Works Department of a maintenance plan for all temporary and permanent storm drainage facilities to be maintained by the Subdivider or the HOA. The maintenance plan shall show the phasing of roadway construction, mass grading, drainage facilities, including collection channels, erosion control and protection of the Crimson crude oil pipeline during construction. A SWPPP may be used as the maintenance plan with approval by the City Engineer.

C.2.4.5 Storm water designs shall show facilities needed for the collection and channeling of surface water runoff and off-site flow-thru surface water runoff to underground storm drainage facilities, such as drainage collection channels, appropriately designed inlet structures and sedimentation/detention ponds.

These improvements shall be shown on the Grading Plans
and be approved by the City Engineer before the issuance of a Grading Permit.

C.2.4.6 Since the Project will construct terminal retention basins, it has been determined that the Project will be exempt from the Post Construction Stormwater Quality Standards. However, should new Federal or State regulations come into effect during the buildout of the Project that would require future compliance, then the Project may not be exempted from
those new requirements.

In addition, the Project may implement stormwater control measures such as disconnected roof leaders, non-contiguous street sidewalks (providing landscape strips/parkways), tree planting in parkways and use of drought tolerant landscape with drip irrigation systems and "intelligent" controllers.

Similarly, public education measures regarding the damaging effects of pollutants to water quality may also be
implemented.

C.2.4.7 All storm water structural and construction details that are not part of the City Standard Plans or City Design Standards shall be provided by the Subdivider and submitted to the City for approval as part of the improvement plans.

C.2.4.8 Storm drainage retention basins shall be contained within a parcel suitable for dedication to the City of Tracy. The basins shall be provided with appropriate fencing with warning signs, access roadways to and from public roadways and access
roadways into the basins for maintenance purposes as
approved by the City Engineer. All storm drainage inlets into the basins shall have inlet structures with design acceptable to the City Engineer.

C.2.4.9 Fixed vertical sediment depth markers shall be installed near discharge points into the Retention Basin to assist with measurements of sediment deposition over time and future assessments of the need for maintenance activities.

C.2.4.10 Prior to or concurrently with the City’s approval of the first Final Map within Project, the Subdivider shall dedicate to the City utility maintenance easements necessary for all storm drainage facilities. All requirements relating to the access and maintenance by the Utilities Department and Public Works Department shall be incorporated into the improvement plans.

C.2.5 Sanitary Sewer
C.2.5.1 All sanitary sewer lines and associated improvements shall be designed and installed in accordance with the Sanitary Sewer Study and City Regulations. Before approval of Final Map(s) for the Project, Subdivider shall submit improvement plans and obtain approval of plans for all on-site and off-site sewer improvements required to serve the Project.

C.2.5.2 As indicated in the Sewer Study, based on the projected sewer demand from approved projects within the Coral
Hollow sewer contributory area, the Phase 2 of the Choke Points Improvements for Corral Hollow Road Sewer as
DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

identified in the Wastewater Master Plan (“ Phase 2 Choke Points Improvements”) will be required to serve the
Project. The City has commenced the design of Phase 2
Choke Point Improvements. In the event the City does not have adequate funding for Phase 2 Choke Points
Improvements the Subdivider will contribute funding as
determined by the City Engineer to cover shortfall in funding, so the City can proceed with the construction of the
improvement. Building permits will only be issued up to available capacity in the Corral Hollow Sewer system as determined by the City Engineer. Subdivider will be eligible for fee credits and/or reimbursements in accordance with Tracy Municipal Code.

C.2.5.3 Based on the analysis of the capacity of Wastewater Treatment Plant (WWTP) and the projected growth over the next five years, it is estimated that Phase 2C of the WWTP improvements as identified in the Wastewater Master Plan will be required to be constructed and operational in 2023.

City has identified a funding shortfall of approximately $33.5 Million for the WWTP Phase 2 improvements. In order for the City to undertake design and construction of the WWTP
Phase 2C improvements to provide adequate treatment
capacity of the Project, City has identified the need to collect upfront fees from developments within the City.

On or prior to December 31, 2022, the Developer shall pay the City half the amount of the wastewater treatment
development impact fees (estimated at approximately $6
Million) for lots within the boundary of Tracy Hills Phase 2 Tentative Map and shall provide a Letter of Credit (or other guarantee) to the satisfaction of the City Engineer for the other half of the wastewater treatment development impact fees. On or prior to December 31, 2023, the Developer shall pay to the City the remaining half the amount of the
wastewater treatment development impact fees. After the second payment, the City Engineer may release the Letter of Credit (or other guarantee). For building permits issued prior to December 31, 2022, the Developer shall pay wastewater development impact fees per lot consistent with its agreement with the City and Title 13 of the Tracy Municipal Code. The City Engineer will determine the amount due on December 22, 2022 based on the available wastewater development
impact fees collected and the funding shortfall for WWTP Phase 2C improvements. The Developer shall be required to pay wastewater development impact fee up to the amounts as outlined above (for all lots for which building permits have not been issued on December 31, 2022). Building permits will DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

only be issued up to available capacity in the WWTP, as determined by the City Engineer.

In the event City collects adequate funding from other
development projects within the City by December 31, 2022, Developer will not be required to pay the upfront fees as outlined above.

C.2.5.4 The Subdivider shall extend the sanitary sewer facilities within Lammers Road that are intended to serve future phases of the Tracy Hills Project northerly under I-580 and continuing north of I-580 within the Lammers Road right-of-way to
connect to the sanitary sewer main stub to be installed with the Tracy Hills Drive improvements for Tracy Hills Phase 1B.

Subdivider shall obtain an encroachment permit from Caltrans for the sewer improvements to be installed within the Caltrans right-of-way.

C.2.5.5 No final inspection of any residential building will be performed or certificate of occupancy for commercial building will be issued, with the exception of Model Homes, until all improvements required per the Sanitary Sewer Study and
City Regulations are completed and functional, as determined by the City Engineer.

C.2.5.6 Subdivider shall pay impact fees at the time of issuance of building permit or in accordance with the Fee Deferral
Agreement.

C.2.5.7 Prior to the City’s approval of the first Final Map within Project, the Subdivider shall dedicate to the City utility maintenance easements necessary for all sanitary sewer
lines. All requirements relating to the access and
maintenance by the Utilities Department and Public Works Department shall be incorporated into the improvement plans.

C.2.6 Water Distribution System

C.2.6.1 All potable and recycled water lines and associated improvements shall be designed and installed in accordance with the Water Study and City Regulations. Before approval of Final Map(s) for the Project, Subdivider shall submit improvement plans and obtain approval of plans for all
potable and recycled water lines and associated
improvements.

C.2.6.2 During the construction phases (vertical construction) of the Project, the Subdivider shall be responsible for providing water infrastructure (temporary or permanent) capable of DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

delivering adequate fire flows and pressure appropriate to the various stages of construction and as approved by the Fire Marshall.

C.2.6.3 Prior to approval of each Final Map, the Subdivider shall submit calculations and improvement plans as required by the Fire Marshall and the City Engineer, and obtain a letter from the Fire Marshall that the fire flow parameters per Tracy Design Standards Section 6.02 are met for the phased
construction of water lines to the satisfaction of the Fire Marshal.

C.2.6.4 The Subdivider shall complete design and construction of one Zone 5/6 at-grade water storage tank with a holding capacity of at least 2.57 MG and water transition mains as necessary to serve the Project and in accordance the Water Study and City Regulations. These improvements are required to be complete and operational before the final inspection of the first residential building within the Project, unless an earlier time of completion is required to comply with Condition C.2.6.2. above.

All costs related to the design and construction of the water tanks and associated improvement are the responsibility of the Subdivider. Before approval of first Final Map within the Project, the Subdivider shall execute a Deferred Improvement Agreement (DIA) to address timing, scope of work and
funding responsibilities. Subdivider may request formation of Benefit District for the water tanks and associated
improvements per Condition C.10.4.

C.2.6.5 Subdivider shall install 12-inch and 16-inch recycled water mains in Lammers Road as required to serve the Project and as shown on Figures 9-2 and G-D1 in the draft (2020) Water System Master Plan Update. An approximately 1,150-foot
segment of 16-inch recycled water main in Lammers Road
under I-580 between the portions of Lammers Road north and south of the freeway will not be constructed with the interim two-lane Lammers Road undercrossing. Timing of the future installation of the above approximately 1,150-foot segment 16-inch recycled water main is to be determined by the City Engineer.

Initially, the recycled water main will be connected to a potable water supply (with a stub in place to future recycled water) as approved by the City until the program backbone recycled water facilities are in place. Once the recycled water system network is online the recycled water distribution main in Lammers Road will be disconnected from the potable water DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

system and connected to the recycled water system.

C.2.6.6 Domestic and Irrigation Water Services – The HOA will be responsible for the repair and maintenance of all valves, fittings on services related to landscaping on all parcels to be owned by HOA and within HOA easements.

C.2.6.7 Where pressures at individual water servic es will be 80 psi or more, the Subdivider shall provide pressure reducing valves at the location approved by the City Engineer . The design operation of the individual pressure reducing valves for services shall be subject to approval by the Building Official.

C.2.6.8 Fire Service Line – The Subdivider shall design and install fire hydrants at the locations approved by the Fire Marshall.

Before the approval of the Improvement Plans, the Subdivider shall obtain written approval from the Fire Marshall for the design, location and construction details of the fire service connections to the Project, and for the location and spacing of fire hydrants that are to be installed to serve the Project.

C.2.7 Roadway Improvements
C.2.7.1 Subdivider is required to design and construct all applicable on-site, frontage and off -site roadway improvements to serve the Project as identified in the Traffic Study, EIR and these Conditions of Approval. All improvements shall comply with City Regulations, and Tracy Hills Design Standards and Specific Plan Amendments. Such improvements shall
include, but are not limited to, roadways, water distribution system, sewer system, storm drainage systems, curb and
gutter, sidewalks, street lighting system, traffic signa ls, ITS systems, pavement and crosswalk striping, bicycle lanes and trails, roadway signage and street signs, fire hydrants, median islands, turn lanes, landscaping, and all necessary related improvements as required by the City. Timing of completion of roadway improvements shall comply with
these Conditions of Approval and as outlined in the
Mitigation Measures listed in the EIR.

In the case of a discrepancy between the information shown on the Vesting Tentative Subdivision Map (“ VTSM”) and/or Specific Plan Amendment and the right-of-way and street improvement requirements in the Traffic Study, the Traffic Study shall govern unless determined otherwise by the City Engineer.

C.2.7.2 Lammers Road and Other In-tract Streets – Right-of-Way DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
The Subdivider shall dedicate all rights -of-way that are necessary to construct Lammers Road, between Tracy Hills Drive and Corral Hollow Road, and all the in-tract streets, based on their respective cross sections shown on the
VTSM and in accordance the Traff ic Study, with the Final Map for the respective phase. The width of travel lanes , turn lanes, street median, landscaping strip s and sidewalks shall be in accordance with the VTSM and the Traffic Study.

C.2.7.3 Lammers Road and Other In-tract Streets – Improvements Design and construction details f or Lammers Road, between Tracy Hills Drive and Corral Hollow Road, and the i n-tract streets such as asphalt concrete pavement, curb, gutter, median curb, sidewalks, street lights, fire hydrants,
landscaping with automatic irrigation system, storm drain s, catch basin and drop inlets, sanitary sewer main s and
laterals, water mains, individual water service s and meters, pavement marking and striping, traffic sign s, driveways, curb ramps and all other street improvements shall comply with VTSM, Traffic Study and City Regulations, and sh all be shown on the Improvement Plans. Interim improvements
under I-580 include 5’ wide sidewalk on east side only.

Improvements along Lammers Road and certain in -tract
streets shall also include Class I bikeways or Class II bike lanes in accordance with the VTSM and Traffic Study.

Interim improvements under I -580 do not include Class 1 bikeway or Class II bike lanes.

Lammers Road and Street B improvements adjace nt to the school site on Lot H shall be constructed in accordance with the VTSM and Traffic Study and are subject to the review and approval of the Jefferson School District.

C.2.7.4 Corral Hollow Road - Right of Way
Per the TMP and SPA, Corral Hollow Road will be a 4 -lane major arterial roadway with 11’ wide raised median,
sidewalk/Class I bikeway on west side and landscaping
between I-580 and Lammers Road and 2 -lane arterial with sidewalk/Class I bikeway on west side and landscaping
south of Lammers Road to the Project boundary. The
Subdivider shall dedicate all rights-of-way along the Project frontage necessary for the widening of Corral Hollow Road per TMP and including any additional right -of-way required for the construction of roundabout improvements, turn lanes and transitions at the intersection of Corral Hollow Road and DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

Lammers Road in accordance with the VTSM and Traffic
Study.

The width of travel lanes , turn lanes, street median,
landscaping strips and sidewalks shall be in accordance with the VTSM and the Traffic Study.

The Subdivider may be eligible for f ee Credits and/or
reimbursements for right-of-way dedication beyond Project’s frontage obligation per the TMP requirements. Temporary or interim improvements are not eligible for fee credits or reimbursements.

C.2.7.5 Corral Hollow Road - Improvements

Design and construction details f or Corral Hollow Road such as asphalt concrete pavement, curb, gutter, median curb, sidewalks, street lights, fire hydrants, landscaping with automatic irrigation system, storm drain s, catch basin and drop inlets, pavement marking and striping, traffic sign s, curb ramps and all other street improvements shall comply with VTSM, SPA, Traffic Study and City Regulations, a nd shall be shown on the Improvement Plans.

Improvements along Corral Hollow Road shall also include Class I bikeway in accordance with the VTSM and Traffic Study.

C.2.7.6 Subdivider shall prepare improvement plans for Lammers Road and Corral Hollow Road improvements and obtain
approval by the City Engineer . The timing and scope of the improvements to be shown on the improvement plans for
Lammers Road and Corral Hollow Road shall be as
determined by the City Engineer.

In order to guarantee completion of the Lammers Road and Corral Hollow Road Improvements , the Subdivider shall
enter into an improvement agreement ( SIA or OIA) and post an improvement security in the amounts and form in
accordance with section 12.36.080 of the TMC and as
required by these Conditions of Approval. The Subdivider shall submit the signed and notarized SIA or OIA with the necessary improvement security at the time of approval of the Final Map that triggers the need for improvements as determined by the City Engineer .

C.2.7.7 For any Corral Hollow Road Improvements considered frontage improvements (such as Subdivider’s Frontage
Obligation per the TMP and landscape improvements behind DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
the curb) and improvements within Caltrans right -of-way at I- 580/Corral Hollow Road interchange that are not
constructed or security posted with OIA at the time of
approval of the first Final Map, the Subdivider shall enter into a DIA with the City.

The Subdivider shall submit the signed and notarized DIA before approval of the first Final Map within the Project. The Subdivider shall post improvement security in the amounts and form in accordance with TMC section 12.36.080 at the times specified in the DIA.

C.2.7.8 Roadway Improvement Obligations per Traffic Study The following roadway, intersection and interchange
improvements are to be constructed by the Project:
a. I-580 & CORRAL HOLLOW ROAD RAMP TERMINALS.

Subdivider shall construct the I-580/Corral Hollow Road interchange improvements in accordance with the TMP,
EIR and Traffic Study. Per the Traffic Study, interchange improvements are required to be completed prior to
occupancy of the first residential unit within the Project because the interchange is already operating at a deficient level of service. Subdivider shall, in collaboration with the City Engineer and Caltrans, commence with the
engineering design for the interchange improvements and initiate the Caltrans review, approval and permitting
process no later than ninety (90) calendar days following approval of the Vesting Tentative Subdivision Map
(“VSTM”) for the Project.

If the Subdivider is unable to complete construction of the interchange prior to occupancy of the first residential unit, primarily as a consequence of the Caltrans approval and permitting process, City may issue occupancy permits
including and beyond the first residential unit provided that the Subdivider has, to the reasonable satisfaction of the City Engineer, diligently pursued its efforts to obtain the required Caltrans permits and complete construction of the interchange improvements and has collaborated closely
with City staff in this effort.

Funding of these improvements are the primary
responsibility of the developer per the Tracy Municipal Code, the EIR, and the City’s TMP. However, some
funding may be provided in accordance with the
Settlement Agreement and Development Agreement.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
Funding sources may also include other regional
transportation funds and/or grants that may become
available, subject to eligibility and approval by the City and other approving agencies. Developer will be eligible for fee credits in accordance with Tracy Municipal Code
provisions and Development Agreement.
b. LAMMERS ROAD - BETWEEN TRACY HILLS DRIVE AND
CORRAL HOLLOW ROAD.

Subdivider shall construct Lammers Road between Tracy
Hills Drive and Corral Hollow Road in accordance with the TMP, Traffic Study and per Conditions C.2.7.2 and
C.2.7.3.
c. CORRAL HOLLOW ROAD/LAMMERS ROAD INTERSECTION.

Concurrent with the construction of Lammers Road
between Tracy Hills Drive and Corral Hollow Road as
described above and in Condition C.2.7.3, the Subdivider shall construct the Corral Hollow Road and Lammers Road intersection improvements, consisting of a two-lane
roundabout and all associated improvements.
d. CORRAL HOLLOW ROAD WIDENING - FROM LINNE ROAD
INTERSECTION TO THE AQUEDUCT.

Subdivider shall widen Corral Hollow Road to provide two lanes in each direction, including pedestrian and bicycle facilities, from the southern terminus of bridge crossing the California Aqueduct to the Linne Road intersection, including canal crossings, in accordance with the adopted Corral Hollow Road Precise Plan, the TMP, and the
Traffic Study.

Construction of the above Corral Hollow Road Widening
improvements shall commence upon or prior to the final
inspection of the two thousand six hundredth (2,600th)
dwelling unit within the project boundary (as defined in the Development Agreement).
e. CORRAL HOLLOW ROAD - I-580 TO LAMMERS ROAD.

Subdivider shall widen Corral Hollow Road to provide two lanes in each direction, including pedestrian and bicycle facilities, between I -580 and Lammers Road in
accordance with the TMP, SPA, Traffic Study and
Conditions C.2.7.4 and C.2.7.5.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

C.2.7.9 The Subdivider shall construct an all-whether, emergency vehicle access across Lot CC as shown on the VTSM and in accordance with South San Joaquin County Fire Authority requirements.

C.2.7.10 Bus shelters on Lammers Road
The bus shelters (and turnouts if deemed necessary by the City) shall be constructed as part of the Lammers Road
Improvements. Up to three bus shelters shall be placed on each side of Lammers Road between Corral Hollow Road
and I-580 at the locations to be determined by the City Engineer. Timing of construction of bus shelters will be determined in the future based on the extensi on of
TRACER’s Fixed Route to serve the Project. In order to
assure completion of construction of the bus shelters, the Subdivider may either enter into a DIA with security, or pay to the City the estimated cost for up to six bus shelters at the time of approval of the first Final Map within the Project.

C.2.7.11 Traffic Control Plan
Before starting any work within the project, the Subdivider shall submit a Traffic Control Plan for each phase of work, to show the method and type of construction signs to b e used for regulating traffic at the work areas and within existing streets accessing the work areas. The Traffic Control Plan shall be prepared by a Civil Engineer or Traffic Engineer licensed to practice in the State of California.

C.2.7.12 Encroachment Permit
Before starting any work to be performed and improvements to be constructed within City’s right -of-way, the Subdivider shall obtain an Encroachment Permit from the City. The
Subdivider or its authorized representative shall submit all documents that are required to process the Encroachment Permit including but not limited to, approved Improvement Plans, Traffic Control Plan, payment of engineering review fees, copy of the Contractor’s license, Contractor’s Tracy business license, and certificate of insurance naming the City of Tracy as additional insured or as a certificate holder.

C.2.7.13 Dead-End Streets
A standard barricade and guardrail with appropriate traffic sign will be required at street ends. Alternatively,
turnarounds/ hammerheads meeti ng the requirements of
Fire Marshall shall be provided at the dead -end streets.

C.2.7.15 Subdivider must provide and verify sight distances, where applicable, with regard to intersections, reverse lots and fence placements as required by the City Engineer.

C.2.8 EIR Mitigation Measures
The EIR identifies Project impacts that are to be mitigated by the Subdivider. The mitigation measures are summarized in the Mitigation, Monitoring and Reporting Matrix contained in the EIR as referenced under Item C.1.1.c above. Subdivider shall comply with all applicable mitigation measures as outlined in the EIR.

C.2.9 Neighborhood and Community Parks
C.2.9.1 The Subdivider shall offer for dedication Parcels “G”, “M”, “P” and “Q” for neighborhood park purposes and Parcel “N” for community park purposes on the Final Map that
corresponds to the timing of completion of respective parks as identified in the Planning Department’s Conditions of Approval.

The Subdivider shall design and construct the park
improvements consistent with the Tracy Hills Specific Plan, Specific Plan Amendment , Development Agreement and
City Regulations. The Subdivider shall be eligible for park fee credits in accordance with the Title 13 of the TMC and the Park Improvement and Reimbursement Agreement
(“PI&RA”) and Development Agreement.

C.2.9.2 The Subdivider shall submit park improvement plans, signed and notarized PI&RA, and Improvement Security in the
amount and type specified in the City Regulations at the time of approval of the Final Map that corresponds to the timing of completion of the park improvemen ts specified in Planning Division’s Conditions of Approval or at such time as may be specified in the Deferred Improvement
Agreement.

C.2.10 Public Utility Easements
C.2.10.1 Undergrounding of Overhead Utilities. Any existing overhead lines and poles wi thin the Project boundaries shall be removed or undergrounded.

C.2.10.2 All private utility services to serve the Project such as electric, telephone and cable TV to the building must be DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

installed underground, within right-of-way or a dedicated Public Utility Easement (PUE) and at the location approved by the City and the respective owner(s) of the utilities.

The Subdivider shall submit improvement plans for the
installation of electric, gas, telephone and TV cable lines that are to be installed under the sidewalk or within the PUE.

Underground utility conduits may be installed under the sidewalks, and underground boxes and structures may be
located in the landscaped parkway next to the curb. All above-ground boxes and facilities shall be behind the
sidewalk and within the PUE. P op-outs to provide additional width of PUE where required to accommodate larger above - ground structures will be permitted subject to review and approval by Public Works Director and the City Engineer.

Before approval of the first Final Map, the Subdivider shall complete the necessary coordination work with the
respective owner(s) of the utilities for approval.

C.2.10.3 Public Utility Easements on side yard lots shall be adjusted in final neighborhood designs based on actual joint trench design requirements.

C.2.11 Crimson (formerly Shell) Crude Oil Pipeline Easement and Facilities

C.2.11.1 A minimum of 72-hours prior to the beginning of grading operations that may impact the existing Crimson
underground facilities within the Project, the Subdivider shall notify the appropriate person at Crimson of the impending work. Grading and improvements affecting Crimson facilities shall comply with applicable Crimson pipeline encroachment permit and construction specifications.

C.2.11.2 The Subdivider shall notify in writing the future buyers of lots about the existing Crimson crude oil pipeline and any
requirements or restrictions r elating to the existence of the pipeline as required by Crimson, State or Federal
regulations .The Disclosure Statement(s) shall be made part of the Sale Deeds and recorded in compliance with the
applicable law.

C.3 Final Map

The City will not approve any Final Map until the Subdivider demonstrates, to the satisfaction of the City Engineer, that all the requirements set forth in these Conditions of Approval are completed, including, but not limited to the following:

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
C.3.1 Subdivider has submitted one reproducible (mylar) copy of the approved tentative subdivision map for the Project after Subdivider’s receipt of a notification of approval of the Tentative Subdivision Map.

The signature of the owner of the Property on the Tentative Subdivision Map shall indicate the owner’s consent to the preparation of the Tentative Subdivision Map and the proposed subdivision of the Property.

C.3.2 Each Final Map is prepared in accordance with the applicable requirements of the Tracy Municipal Code, these Conditions of Approval, all other applicable City Regulations, and in substantial conformance with the Tentative Subdivision Map.

C.3.3 Each Final Map includes and shows offer(s) of dedication of all right(s)- of-way and/or temporary or permanent easement(s) required by the Improvement Plans and Final Map, in accordance with City Regulations and these Conditions. If construction easement(s) is/are shown, it/they shall indicate the termination date of the construction easement(s).

C.3.4 Horizontal and vertical control for the Project shall be based upon the City of Tracy coordinate system and at least three 2nd order Class 1 control points establishing the "Basis of Bearings" and shown as such on the Final Map. The Final Map shall also identify surveyed ties from two of the horizontal control points to a minimum of two separate points adjacent to or within the Property described by the Final Map.

C.3.5 Subdivider has submitted a signed and stamped Engineer’s Estimate that show construction cost of subdivision improvements that are described in Conditions C.2 above plus 10% for construction contingencies.

C.3.6 Subdivision Improvement Agreement.

Before the City’s approval of any Final Map, the Subdivider shall execute a Subdivision Improvement Agreement (for the public facilities required to serve the real property described by the Final Map) and post all required improvement security in accordance with City Regulations.

C.3.7 Final Map Phasing Plan
Prior to Subdivider’s submittal to the City of the first Final Map for City approval, Subdivider shall submit for the City Engineer’s review and reasonable approval a phasing plan for the submittal of all Final Maps to be filed for this Vesting Tentative Subdivision Map. The phasing plan may be subject to subsequent modifications based on market conditions, the rate of development, and Subdivider’s disposition of the parcels created by the Final Maps.

C.3.8 Deferred Improvement Agreement
DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

Prior to the City’s approval of the first Final Map within the Project, the Subdivider shall execute a Deferred Improvement Agreement, in substantial conformance with the City’s standard form agreement, by which (among other things) the Subdivider agrees to complete construction of all remaining public facilities (to the extent the public facilities are not included in the Subdivision Improvement Agreement) which are required by these Conditions of Approval. The Deferred Improvement Agreement shall identify timing requirements for construction of all remaining public facilities, in conformance with the phasing plan submitted by the Subdivider and approved by the City Engineer. The form and amount of Improvement Security shall be in accordance with the DIA and Section 12.36.080 of the TMC.

C.3.9 Off-Site Improvement Agreement

Prior to the City’s approval of the first Final Map within the Project, or as otherwise provided for in a Deferred Improvement Agreement, the Subdivider shall execute an Off-Site Improvement Agreement, in substantial conformance with the City’s standard form agreement, to guarantee completion of the identified public improvements that are necessary to serve the Project as required by these Conditions of Approval. The form and amount of Improvement Security shall be in accordance with the OIA and Section 12.36.080 of the TMC.

C.3.10 Improvement Security.

The Subdivider shall provide improvement security for all public facilities as required by Subdivision Improvement Agreement, Offsite Improvement Agreement or Deferred Improvement Agreement. The form of the improvement security may be a surety bond, letter of credit or other form in accordance with City Regulations. The amount of the improvement security shall be as follows:

C.3.10.1 Faithful Performance (100% of the estimated cost of constructing the public facilities),

C.3.10.2 Labor & Material (100% of the estimated cost of constructing the public facilities), and

C.3.10.3 Warranty (10% of the estimated cost of constructing the public facilities)

C.3.10.4 Monumentation ($750 multiplied by the total number of street centerline monuments that are shown on the Final Map)

C.3.11 Subdivider has paid engineering review fees including improvement plan checking, final map review, agreement processing, and all other fees required by these Conditions of Approval and City Regulations.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
C.3.12 Subdivider has submitted technical or materials specifications, cost estimate, and technical reports related to the design of improvements that are shown on the Improvement Plans and as required by these Conditions.

C.3.13 Subdivider has submitted hydrologic and storm drainage calculations for the design and sizing of in-tract storm drainage pipes located within the Project.

C.3.14 Subdivider has submitted signed and stamped Improvement Plans as required in Condition C.2 above.

C.4 Grading and Encroachment Permits
No applications for grading and encroachment permits will be accepted by the City as complete until the Subdivider has provided all documents required by these Conditions and City Regulations, to the reasonable satisfaction of the City Engineer, including, but not limited to, the following:

C.4.1 Grading and Drainage Plans prepared on a 24” x 36” size polyester film (mylar). Grading and Drainage Plans shall be prepared under the supervision of, and stamped and signed by a Registered Civil Engineer.

C.4.2 Payment of the applicable Grading Permit fees which include grading plan checking and inspection fees, and other applicable fees as required by these Conditions of Approval.

C.4.3 Three sets of the Storm Water Pollution Prevention Plan (SWPPP) identical to the reports submitted to the State Water Quality Control Board (SWQCB) and any documentation or written approvals from the SWQCB including a copy of the Notice of Intent (NOI) with the state- issued Wastewater Discharge Identification number (WDID). After the completion of the Project, the Subdivider is responsible for filing the Notice of Termination (NOT) required by SWQCB, and shall provide the City, a copy of the completed Notice of Termination.

C.4.4 Cost of preparing the SWPPP, NOI and NOT including the annual storm drainage fees and the filing fees of the NOI and NOT shall be paid by the Subdivider. The Subdivider shall comply with all the requirements of the SWPPP and applicable Best Management Practices (BMPs) and the Storm Water Regulations adopted by the City in 2008 and any subsequent amendment(s), and the City Regulations.

C.4.5 Two sets of the Project’s Geotechnical Report signed and stamped by a licensed Geotechnical Engineer licensed to practice in the State of California. The technical report must include relevant information related to soil types and characteristics, soil bearing capacity, DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
percolation rate, roadway section construction recommendations and elevation of the highest observed groundwater level.

C.4.6 A copy of the Approved Fugitive Dust and Emissions Control Plan that meets San Joaquin Valley Air Pollution Control District (SJVAPCD) as required in Mitigation Monitoring and Reporting Program of the Tracy Hills Specific Plan Final Environmental Impact Report (TH-EIR).

C.4.7 Two sets of Hydrologic and Storm Drainage Calculations for the design of the on-site storm drainage system shall be provided with the submittal of the Improvement Plans. Partial submittal of Hydrologic and Storm Drainage Calculations may be required for Grading Plan review at the discretion of the City Engineer.

C.4.8 Reasonable written permission from irrigation district or affected owner(s), if applicable. The cost of relocating and/or removing irrigation facilities and/or tile drains is the sole responsibility of the Subdivider.

C.4.9 Written approval(s) or permit(s) obtained from San Joaquin County regarding the removal and abandonment of any existing well(s), if applicable. All existing on-site wells, if any, shall be abandoned or removed in accordance with the City and San Joaquin County requirements. The Subdivider shall be responsible for all costs associated with the abandonment or removal of the existing well(s) including the cost of permit(s) and inspection.

C.4.10 Improvement Plans prepared on a 24” x 36” size 4-mil thick polyester film (mylar) that incorporate all the requirements described in these Conditions of Approval. Improvement Plans shall be prepared under the supervision of, and stamped and signed by a Registered Civil, Traffic, Electrical, Mechanical Engineer, and Registered Landscape Architect for the relevant work.

C.4.11 Two sets of structural calculations for drainage structures and retaining walls within street right-of-way and retention basins signed and stamped by a Structural Engineer licensed in the State of California shall be submitted to the Building Safety Division at the time of building permit application for said structures.

C.4.12 Check payment for the applicable engineering review fees which include plan checking, permit and agreement processing, testing, construction inspection, and other applicable fees as required by these Conditions of Approval. The engineering review fees will be calculated based on the current fee rate adopted by the City Council.

C.4.13 Traffic Control Plan for each phase signed and stamped by a Registered Civil Engineer or Traffic Engineer licensed in the State of California.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

C.4.14 As required per Mitigation Measure 4.8-2a of the EIR, the Subdivider shall submit, prior to issuance of grading permits, a Phase II ESA focused on soil sampling conducted near the location of the underground crude oil pipelines, as determined by a qualified Phase II/Site Characterization specialist.

C.4.15 As required per Mitigation Measure 4.8-2b of the EIR, prior to issuance of grading permits, the Subdivider shall work with Crimson to implement and observe a site damage prevention plan to the satisfaction of the City of Tracy Engineering Division.

C.4.16 Grading Permit Security to guarantee completion of the grading improvements that are necessary to serve the Project as required by these Conditions of Approval. The form and amount of Grading Permit Security shall be in accordance with Section 12.36.080 of the Tracy Municipal Code (TMC).

C.5 Building Permit

The City will not approve any building permit within the Project boundaries, (except for up to ten model homes and except for a plumbing permit issued for the purpose of perfecting a RGA) until a Final Map is approved by the City Council and it is recorded at the San Joaquin County Recorder’s Office, and the Subdivider demonstrates, to the reasonable satisfaction of the City Engineer, compliance with all the required Conditions of Approval and payment of fees in accordance with the Fee Deferral Agreement including but not limited to the following:

C.5.1 Payment of the applicable current City-Wide Roadway and Traffic, Water, Recycled Water, Wastewater, Storm Drainage, Public Safety, Public Facilities, and Park Development Impact Fees as these relate to the Project and as required by these Conditions of Approval.

C.5.2 Payment of applicable Regional Transportation Impact Fees (RTIF) as required in the Mitigation, Monitoring and Reporting Program of the EIR, these Conditions of Approval, and the Settlement Agreement.

C.5.3 Payment of any applicable Agricultural Mitigation Fee as required in Chapter 13.28 of the Tracy Municipal Code and Mitigation Measure AG

4.2.1 of the EIR and these Conditions of Approval.

C.5.4 Payment of the San Joaquin County Facilities Fees as required in Chapter 13.24 of the TMC.

C.6 Final Building Inspection

The City will not perform final building inspection (except for model homes) until after the Subdivider provides documentation which demonstrates, to the reasonable satisfaction of the City Engineer, that:

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
C.6.1 The Subdivider has completed construction of all public facilities required to serve the building for which a certificate of occupancy is requested, or a final building inspection has to be performed unless otherwise defined herein. Unless specifically provided in these Conditions, or the City Regulations, the Subdivider shall take all actions necessary to construct all public facilities required to serve the Project, and the Subdivider shall bear all costs related to construction of the public facilities (including all costs of design, construction, construction management, plan check, inspection, land acquisition, program implementation, and contingency).

C.7 Temporary or Final Building Certificate of Occupancy No Final Building Inspection shall be performed or a Temporary or Final Building Certificate of Occupancy will be issued by the City (except for model homes) until after the Subdivider provides reasonable documentation which demonstrates, to the satisfaction of the City Engineer, that:

C.7.1. The Subdivider has satisfied all the requirements set forth in these Conditions of Approval.

C.7.2 The Subdivider has completed construction of all required public facilities for the building for which a certificate of occupancy is requested, unless otherwise defined herein. Unless specifically provided in these Conditions of Approval, or some other applicable City Regulations, the Subdivider shall use diligent and good faith efforts in taking all actions necessary to construct all public facilities required to serve the Project, and the Subdivider shall bear all costs related to construction of the public facilities (including all costs of design, construction, construction management, plan check, inspection, land acquisition, program implementation, and contingency).

C.8 Acceptance of Public Improvements
Public improvements will not be considered for City Council’s acceptance until after the Subdivider demonstrates to the reasonable satisfaction of the City Engineer, completion of the following:

C.8.1 All the public improvements shown on the Improvement Plans are completed and all the deficiencies listed in the deficiency report prepared by the assigned Engineering Inspector are all corrected.

C.8.2 Subdivider has completed the 90-day public landscaping maintenance period.

C.8.3 Subdivider has submitted Certified “As-Built” Improvement Plans (or Record Drawings). Upon completion of the construction by the Subdivider, the City shall temporarily release the originals of the Improvement Plans to the Subdivider so that the Subdivider will be able DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021

to document revisions to show the "As Built" configuration of all improvements.

C.8.4 Where applicable, signed and notarized Grant Deed(s) with legal description(s) and plat maps for the offer of dedication of right-of-way, and Grant of Easements as required per these Conditions of Approval and City Regulations, or dedications shown on the Final Map.

C.9 Release of Improvement Security

City will release Improvement Security(s) to the Subdivider after City Council’s acceptance of public improvements, both on-site and off-site, in accordance with TMC section 12.36.080, upon written request and submittal of the recorded Notice of Completion.

C.10 Special Conditions

C.10.1 All streets and utilities improvements within City’s right-of-way shall be designed and constructed in accordance with City Regulations, except as otherwise specifically approved in the Tracy Hills Specific Plan.

C.10.2 When street cuts are made for installation of utilities, the Subdivider is required to install 2 inches thick asphalt concrete overlay with reinforcing fabric at least 25-feet from all sides and for the entire length of the utility trench. A 2-inch deep grind on the existing asphalt concrete pavement will be required where the asphalt concrete overlay will be applied and shall be uniform thickness in order to maintain current pavement grades, cross and longitudinal slopes. If the utility trench extends beyond the median island, the limit of asphalt concrete overlay shall be up to the lip of existing gutter located along that side of the street.

C.10.3 All improvement plans shall contain a note stating that the Subdivider (or Contractor) will be responsible to preserve and protect all existing survey monuments and other survey markers. Any damaged, displaced, obliterated or lost monuments or survey markers shall be re-established or replaced by a licensed Land Surveyor at the Subdivider’s (or Contractor’s) sole expense. A corner record must be filed in accordance with the State law for any reset monuments (California Business and Professions Code Section 8871).

C.10.4 Benefit District

The Subdivider may make a written request to the City for the formation of a Benefit District before the approval of the final map and improvement plans for the public facility(s) considered to be oversized that benefits other property(s) or development(s). Reimbursement request(s) will be processed in accordance with TMC Chapter 12.60.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC Conditions of Approval
Tracy Hills Phase 2 – Vesting Tentative Subdivision Map Application Number TSM20-0003
October 19, 2021
C.10.5 The CFD or HOA shall include future costs of maintenance including PG&E charges for all new streetlights to be installed by the Project.

C.10.6 Nothing contained in these Conditions shall be construed to permit any violation of City Regulations. Subject, however, to City Regulations, this Condition does not preclude the City from requiring pertinent revisions and additional requirements to the final map, improvement agreements, and improvement plans, before the City Engineer’s signature on the final map and improvement plans, if the City Engineer finds it necessary due to public health and safety reasons. (Government Code section 66498.6.) The Subdivider shall bear all the cost for the inclusion, design, and implementations of such additions and requirements, without reimbursement or any payment from the City.

DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC City of Tracy – Offsite Improvement Agreement
Tracy Hills Zone 5 Water Line Improvements
EXHIBIT “C”
Authorized Representative Contact Information
Initial Contact Information for Developer’s Authorized Representative:

Bridget Koller
Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
(925) 242-0811
[email protected]
DocuSign Envelope ID: F863CE54-4664-4D47-BFAB-A6F53BBA66AC

APPROVED AS TO FORM AND LEGALITY
________________________
CITY
ATTORNEY’S OFFICE

TRACY CI

TY COUNCIL
RESOL
UTION 2022-_____

APPROVING THE OFFSITE IMPROVEMENT AGREEMENT FOR TRACY HILLS ZONE 5 WATER LINE IMPROVEMENTS
WHEREA
S, on October 19, 2021, the City Council adopted the Tracy Hills Specific Plan Amendment for Tracy Hills Phase 2 and approved various related land use entitlements, including that certain Vesting Tentative Subdivision Map for Tracy Hills Phase 2, Tract 4057, processed under Application No. TSM20-0003 and approved by Resolution No. 2021-154; and WHEREA
S, the Conditions of Approval for the Vesting Tentative Subdivision Map and the Citywide Water System Master Plan require the Developer, Lennar Homes of California, LLC, to design and construct the Zone 5 water transmission main, extending from the John Jones Water Treatment Plant to the new Zone 5/6 water tanks also being constructed by the Developer; and
WHEREA
S, when completed, the Zone 5 water transmission main and Zone 5/6 water tanks will provide potable water service initially to the Tracy Hills Phase 2A development and ultimately to future phases of development within the Tracy Hills Specific Plan Area; and WHEREA
S, the subject Tracy Hills Zone 5 Water Line Improvements will construct the portion of the Zone 5 water transmission main generally extending between the Tracy Airport property and the northern boundary of the Tracy Hills Phase 2 development; and WHEREA
S, the Project will be partly located within the existing public right-of-way for Corral Hollow Road, partly within an Access and Public Utility Easement to be dedicated by Developer to City across the future business park parcel in Tracy Hills Phase 1A, and partly within the existing State right-of-way for the I-580 freeway; and WHEREA
S, improvement plans and specifications for the Tracy Hills Zone 5 Water Line Improvements, which describe in more detail the improvements which are required under the Offsite Improvement Agreement, were prepared on behalf of the Developer and have been approved by the City Engineer; and
WHEREA
S, the Developer has executed the Offsite Improvement Agreement and has submitted the required security to guarantee completion of the required improvements; now, therefore, be it

RESOLVED
: that the City Council of the City of Tracy hereby approves the Offsite Improvement Agreement for Tracy Hills Zone 5 Water Line Improvements.

Resolution 2022-_____

Page 2 ends

* * * * * * * * * * * * * *
The foregoing Resolution 2022-_____ was adopted by the Tracy City Council on the 18th day of October 2022 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCI
L MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
_________________________________________
NANCY
D. YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California
October 18, 2022
Agenda Item 1.F

RECOMMENDATION
Staff recommends that the City Council (1) approve Amendment No. 1 to the Deferred Improvement Agreement between the City and Lennar Homes of California, LLC for Tracy Hills Phase 1B to allow the Developer to receive Park Fee Credits pursuant to Tracy Municipal Code Section 13.08.010 and (2) authorize the City Clerk to file Amendment No. 1 to the Deferred Improvement Agreement with the office of the San Joaquin County Recorder.

EXECUTIVE SUMMARY
Lennar Homes of California, a limited liability corporation (Developer) has entered into a Deferred Improvement Agreement (DIA) (Attachment A) with the City per resolution number 2021-151. Developer would like to receive neighborhood park fee credi ts for the parks they plan to
build under the DIA, in compliance with Tracy Municipal Code (TMC) section 13.08.010, which allows a Developer to receive fee credits, pursuant to a written agreement between the Developer and the City. The proposed amendment to the DIA (Attachment B) will detail the neighborhood park credits.

BACKGROUND AND LEGISLATIVE HISTORY
The Developer is the developer of the real property generally bordered by the California Aqueduct to the north, Interstate 580 to the south, Future Lammers Road to the east, the UPRR railroad tracks to the west and near the future Lammers Road interchange to the east (Property). Developer is under contract to purchase the Property from the owner, who has consented to Developer recording the Amendment No. 1 to the DIA (Amendment).

On November 10, 2020, the City Council adopted the Tracy Hills Specific Plan Amendment for Tracy Hills Phase 1B/1C and approved various related land use entitlements, including that certain Small-Lot Vesting Tentative Subdivision Map for Tracy Hills Phase 1B, Tract 4004 (VTSM), pursuant to Resolution No. 2020-188. A pproval of the VTSM was subject to specified conditions of appro val (Conditions of Approval).

On Oc
tober 19, 2021, Developer entered into a DIA, pursuant to Resolution No. 2021-151, by which the Developer agreed to complete construction of all rem aining public facilities which are required by the Conditions of Approval (collectively, Def erred Impr ovements). The DIA describes
the Deferred Improvements and the times at which the completion of said improvements and other requirements are due.

The Developer requested to build thei r required neighborhood park acreage in lieu of paying the neighborhood park development impac t fees. Therefore, the Developer is eligible to receive Neighborhood Park fee credits for the Neighborhood Park that they will build in accordance with the DIA.

ANALYSIS
The proposed amendment adds language to the DIA that allows the Developer to start receiving neighborhood park fee credits at the time the Amendment is executed and a bond is posted
. Developer has already delivered the corresponding bond to the City. The Amendment does not change any of the obligations or timing of the improvements specified in the Conditions of Approval and DIA. Additionally, subject to the TMC Section 13.08.010, subsection (g), a Developer may receive fee credits, after having entered into a written agreement with the City. The DIA was approved by Council on October 19, 2021, under Resolution No. 2021-151.

FISCAL IMPACT
The amendment has no impact on the General Fund. Developer will receive neighborhood park fee credits for the neighborhood parks they are building in lieu of paying neighborhood park development impact fees.

COORDINATION
The Engineering Division has consulted with the Parks Department and they agree with the issuance of neighborhood park fee credits.

CEQA DETERMINATION
This project is not within the meaning of the California Environmental Quality Act (“CEQA”), including as the term “project” which is defined by section 15378 of the CEQA Guidelines, including without limitation because the adoption of this project is a ministerial action not subject
to and exempt from CEQA (see section 15268 of the CEQA Guidelines), and that even if
it were a project under CEQA, it is subject to the CEQA exemption contained in CEQA Guidelines s
ection 15061(b)(3) because it can be seen with certainty to have no possibility of a significant
effect on the environment.

STRATEGIC PLAN
This agenda item supports the City of Tracy’s Quality of Life Strategic Priority, which is to provide an outstanding quality of life by enhancing the City’s amenities, business mix and services, and cultivating connections to promote positive change and progress in our community.

ACTION REQUESTED OF THE CITY COUNCIL
Staff recommends that the City Council (1) approve Amendment No. 1 to the Deferred Improvement Agreement between the City and Lennar Homes of California, LLC for Tracy Hills Phase 1B, t
o allow the Developer to receive Park Fee Credits, pursuant to Tracy Municipal Code section

13.08.010, and (2) authorize the City Clerk to file Amendment No. 1 to the Deferred Improvement Agreement with the office of the San Joaquin County Recorder.

Prepared by: Veronica Child, Management Analyst II
Reviewed by: Robert Armijo, PE, City Engineer / Assistant Director of Development Services Kris Balaji, PMP, PE, Development Services Director
Sara Cowell, Interim Finance Director
Midori Lichtwardt, Assistant City Manager
Approved by: Michael Rogers, City Manager
Attachment A – Deferred Improvement Agreement Tracy Hills Phase 1B Attachment B – Amendment No. 1 to Deferred Improvement Agreement Tracy Hills Phase 1B Agenda Item 1.F
October 18, 2022

Page 2 ends

Attachment A

Attachment B

ACKNOWLEDGMENT
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.

ST A TE OF CALIFORNIA
COUNTY OF Contra Costa
On September 16. 2022 , before me, C. Leon. Notary Public (here insert name and title of the officer)
personally appeared ____ B= ri=d .... g1=·t-=K-=-o""'l""'le=r __________________ _, 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/theif authorized capacity(ies), and that by his/her/theif 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.
d official seal.

Signature
Ja• a a a • a [ Jo: r a •1
J-
Nowy Publk · ultfarnlli Contra Costa County I(Offllllfulon , 2404 735 -My Comm. �res Jun , 5, 1026 (SEAL)

APPROVED AS TO FORM AND LEGALITY
________________________
CITY
ATTORNEY’S OFFICE

TRACY CI

TY COUNCIL
RESOL
UTION 2022-_____
(1) APPRO
VING AMENDMENT NO. 1 TO DEFERRED IMPROVEMENT

AGREEMENT BETWEEN THE CITY AND LENNAR HOMES OF
CALIFORNIA, LLC FOR TRACY HILLS PHASE 1B, TO ALLOW THE

DEVELOPER TO RECEIVE PARK FEE CREDITS, PURSUANT TO TRACY MUNICIPAL CODE SECTION 13.08.010, AND
(2) AUTHORIZING THE CITY CLERK TO FILE AMENDMENT NO. 1 TO THE

DEFERRED IMPROVEMENT AGREEMENT WITH THE OFFICE OF THE

SAN JOAQUIN COUNTY RECORDER
WHEREAS, on November 10, 2020, the City Council adopted the Tracy Hills Specific Plan Amendment for Tracy Hills Phase 1B/1C and approved various related land use entitlements
including that certain Small-Lot Vesting Tentative Subdivision Map for Tracy Hills Phase 1B, Tract 4004 (VTSM), pursuant to Resolution No. 2020-189; and WHEREAS, on October 19, 2021, Developer entered into a Deferred Improvement Agreement (DIA) agreeing to complete construction of all remaining public facilities which are required by the C onditions of Approval, pursuant to Resolution No. 2021-151; and WHEREAS, Developer is requesting to build their required neighborhood park acreage in lieu of paying the neighborhood park development impact fees; and WHEREAS, Tracy Municipal Code section 13.08.010, subsection (g), allows a Developer to receive fee credits after exe cuting a written agreement with the City; and WHEREAS, Developer will receive neighborhood park fee cr edits for the neighborhood parks that they build as detailed in the DIA; and
WHEREAS, the
amendment does not change any of the obligations or timing of the improvements specified in the Conditions of Approval and DIA; now, therefore, be it RESOLVED: That this project i s not within the meaning of the California Environmental Quality Act (“CEQA”), including as the term “project” which is defined by sect ion 15378 of the CEQA Guidelines, including without limitation because the adoption of this project i s a mi
nisterial action not subject to and exempt from CEQA (see section 15268 of the CEQA Guidelines), and that even if it were a project under CEQA, it is sub ject to the CEQA exemption contained in CEQA Guidelines section 15061(b)(3) because it can be seen with certainty to have no possibility of a significant effect on the environment; and be it Resolution 2022-_____

Page 2 ends

FURTHER RESOLVED: That the City Council of the City of Tracy hereby (1) approves Amendment No. 1 to Deferred Improvement Agreement between the City and Lennar Homes of California, LLC for Tracy Hills Phase 1B, to allow the Developer to receive park fee credits, pursuant to Tracy Municipal Code section 13.08.010, and (2) authorizes the City Clerk to file the Amendment No. 1 to Deferred Improvement Agreement with the Office of the San Joaquin County Recorder.
* * * * * * * * * * * * * *
The foregoing Resolution 2022-_____ was adopted by the Tracy City Council on the 18th day of October 2022 by the following vote:

AYES: COUNCI
L MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________
NANCY D.

YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California
October 18, 2022
Agenda Item 1.G

RECOMMENDATI
ON
Staff recommends that the City Council adopt a Resolution to approve a Pipeline Easement Agreement with Combined Solar Technologies, Inc. for the Tracy Desalination and Green Energy Project

EXECUTIVE SUMMARY
Combined Solar Technologies, Inc. (CST) has constructed and will operate a desalination facility located on
City-owned land adjacent to the City’s Wastewater Treatment Plant. CST will desalinate and
cool the City’s treated wastewater effluent and other third-party waters.

CST needs to install
underground pipes and various other appurtenances within the easement area to deliver the desalinated and cool water to the Wastewater Treatment Plant. An approval of the Pipeline Easement Agreement will allow CST to construct and install the proposed pipelines and appurtenances as part of the Desalination and Green Energy Project (Project)

BACKGROUND AND LEGISLATIVE HISTORY
The Wastewater Treatment Plant’s (WWTP) discharge currently contains salt in amounts that exceed the Delta salinity standards and also exceed the temperature requirements contained in the City’s wastewater discharge permit. CST developed a process to remove salt from wastew ater using distillation and cooling towers to reduce the temperature of the distilled water.

On April 20, 2010, City Council authori zed CST to conduct a Green Energy Pilot Project at the Wastewater Treatment Plant by Resolution No. 2010-052. The pilot project demonstrated how thermal desalination can be used to remove salt from Tracy’s wastewater. On January 4, 2011, City Council authorized staff to negotiate with CST for completion of a feasibility study.

On April 19, 2011, City Council authori zed an Exclusive Negotiation Rights Agreement (E
NRA) with CST to reserve a portion of the City-owned former Holly Sugar property for use by the energy project. The property initi ally located in the County was annexed into the City and CST paid for the annexation cost.

In acc
ordance with the California Environment Quality Act (CEQA) requirements, the City Council adopted a Negative Declaration for the project on May 1, 2012. At its September 4, 2012 meeting, the City Council extended the term of the ENRA and adopted an addendum to the environmental document for an ethanol production plant which included the energy project as part of its component.

On March 18, 2014, City Council extended the term of the ENRA until November 2, 2015.

On May 19, 2015, the City Council authorized a lease with CST, then doing business as Tracy Renewable Energy, for 12.5 acres of an unused portion of the former Holly Sugar property for the purposes of the project.

Under a separate agreement between the City and CST, per City Council Resolution 2018-089, CST will pump the City’s treated wastewater effluent from the City’s emergency storage ponds to the Desalination Plant, which will then deliver desalinated and cool water back into the WWTP. CST has informed the City that the construction of the Desalination Plant is complete and requires that it construct and install a new underground force main, distilled water distribution pipeline, pump station, and associated appurtenances within the WWTP property as part of the Desalination and Green Energy Project.

ANALYSIS
The approval of the pipeline easement will allow CST to construct and install the remaining Project appurtenances (pipelines, pumpstation, etc.) within the WWTP property.

Upon completion, the Project implementation would effectively remove salt from approximately 13% of the WWTP’s effluent. The treated desalination water would then be blended back into the remaining WWTP effluent prior to discharge into the Delta. The newly blended and treated effluent will have lower salinity and will assist the City in compliance with all applicable Delta salinity standards. Additionally, the project will lower the temperature of the WWTP effluent discharged into the Delta. The desalination plant includes water cooling facilities in the form of a cooling tower. When needed, the treated desalination water would be reduced in temperature to below the ambient temperature of the WWTP wastewater and then be blended back into the remaining WWTP effluent prior to discharge into the Delta. The newly blended effluent will have a lower temperature and will assist the City in compliance with applicable Delta discharge temperature requirements.

FISCAL IMPACT
CST will construct and install the project facilities at no cost to the City.

CEQA DETERMINATION
In accordance with the California Environment Quality Act (CEQA) requirements, the City Council adopted a Negative Declaration for the project on May 1, 2012. At its September 4, 2012 meeting, the City Council extended the term of the ENRA and adopted an addendum to the environmental document for an ethanol production plant which included the energy project as part of its component.

STRATEGIC PLAN
This agenda item is consistent with the City’s Quality of Life Strategy and meets the goals to ensure physical infrastructure and systems necessary for the delivery of improved wastewater effluent water quality.

ACTION REQUESTED OF THE CITY COUNCIL
Approve a Pipeline Easement Agreement with Combined Solar Technologies, Inc. for the Tracy Desalination and Green Energy Project.

Prepared by: Lemar Saffi, Assistant Engineer
Reviewed by: Sara Cowell, Interim Finance Director
James Jackson, Operations and Utilities Director
Midori Lichtwardt, Assistant City Manager
Approved by: Michael Rogers, City Manager
Attachments: A – Pipeline Easement Agreement
Agenda Item 1.G
October 18, 2022

Page 2 ends

After Recording Return To:

City of Tracy
Attn: City Clerk
333 Civic Center Plaza
Tracy, CA 95376
Space above This Line for Recorder's Use
Pipeline Easement Agreement
This 2022 Pipeline Easement Agreement ("Agreement") is entered into by and between the City of Tracy, California ("City") and Combined Solar Technologies, Inc. ("CST")- also referred to each individually as a "Party" and collectively as "Parties".

RECITALS
A. The City is the owner in fee of the certain real property also called City's Wastewater Treatment Plant located in the City of Tracy, County of San Joaquin, State of California, more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference (the "Property")
B. CST is constructing and will operate a desalination facility on another City owned land adjacent to the City's Wastewater Treatment Plant leased by CST that will desalinate and cool City's treated wastewater effluent and other third-party waters.

C. Under a separate agreement with the City per City Council Resolution 2018-089, CST will pump City's treated wastewater effluent from the City's storage ponds located north of the Property and will pump the desalinated and cool water back into the Property.

D. CST needs to install a pipe within the easement area in the Property to deliver the desalinated and cool water.

E. CST intends to construct and install a new underground force main, distilled water distribution pipeline, pumpstation and associated appurtenances ( collectively, the "Project Facilities") within the Property as part of the Desalination and Green Energy Project - herein referred to as "Project".

F. The Parties desire to provide for the conveyance by City to CST of an easement on the Property for the purposes of constructing, reconstructing, installing, maintaining, repairing, improving, operating, and replacing the Project Facilities under the terms and conditions herein set forth.
2022 Pipeline Easement Agreement Page 1 of 5
Attachment A
NOW, THEREFORE, in consideration of the recitals (which are a material part of this Agreement), promises and agreements herein contained, the sufficiency of which are hereby acknowledged, CST and the City agree as follows:

AGREEMENT

1. Grant of Easement. City hereby grants to CST, its successors and assigns an easement for ingress, egress, and access upon, over, across, through and under the City's Property, described in Exhibit A ("Legal Description") and Exhibit B ("Plan Area"), for the purpose of constrncting, reconstrncting, installing, maintaining, repairing, improving, operating, and replacing the Project Facilities.

2. Term. The term of this Agreement is 15 years and shall commence on the date of execution of this agreement. (the "Term"). Six months prior to the expiration of the term of this Agreement, either Party may provide written notice to the other Party pursuant to Section 8-D, to extend the term of this Agreement for an additional period of 10 years and to propose any amendments to the Agreement. Within three months after expiration of the agreement or if the agreement is terminated by either party in accordance with the terms of this agreement, CST must remove the Project Facilities and restore the property affected thereby to its original condition.

During the term of the agreement CST shall post a Performance and Labor and Materials bond in favor of the City for completion of this work each in the amount of $200,000 as approved by the City.

3. Use. During the term of this Agreement, CST shall use and occupy the Easement Area for the constrnction, reconstrnction, installation, maintenance, repair, improvement, replacement and operation of Project Facilities. All improvements constrncted and maintained thereon shall be used by CST for the use specified and for no other use or purpose. CST shall not use or permit any other person to use the premises, or any part thereof for any improper or offensive use or to constitute a nuisance; and CST shall at all times during said term of Agreement conform to and cause all persons using or occupying any part of said premises to comply with, all public laws, ordinances, and regulations from time to time applicable thereto and to all operations thereon.

4. Non-Exclusive. The Easement is not exclusive. City retains the right to make any use of the Parcels that do not interfere unreasonably with CSTs free use and enjoyment of the Easement. CST agrees to cooperate with City and others with rights to use the Easements as may be necessary.

5. Default. CST shall be in default of this Agreement, if the City determines that any of the following conditions exist (which conditions are not intended to constitute the exclusive basis for default):

A. CST abandons the Property, after providing the City a written notice at least 6- months in advance.

B. CST violates any legal requirement relating to the Use of the Property. 2022 Pipeline Easement Agreement Page 2 of 5
C. CST fails to abide by any covenant or conditions contained in this Agreement., In the event CST, fails within thirty (30) calendar days after receipt of written notice, to either cure the default or provide adequate written assurance to the reasonable satisfaction of City that the cure will be promptly commenced and diligently prosecuted to its completion, the City may, in its discretion, take any or all of the following actions:

A. Terminate the Agreement.

B. File an unlawful detainer action against CST to regain possession of the Property.

C. Any other judicial remedies available to City.

6. Indemnification. CST shall indemnify, defend, and hold harmless the City (including its elected officials, officers, agents, and employees) from and against any and all claims (including all litigation, demands, damages, liabilities, costs, and expenses) resulting from or arising out of the performance or non-performance of any of CST's obligations under this Agreement (including CST's agents, representatives, contractors, subcontractors, and employees), except to the extent such claims are the result of the active negligence or willful misconduct of the City or its agents, representatives, contractors, subcontractors, and employees.

CST's indemnification shall specifically include, but not be limited to, all claims arising out of property damage and personal injury. CST's indemnification shall include any and all costs, expenses, court costs, attorneys' fees and liability incurred by the City in enforcing the provisions of this section, and in defending against such claims, whether the same proceed to judgment or not. CST shall reimburse City for any expenditures City incurs by reason of such matters.

City shall indemnify, defend, and hold harmless CST, its directors, officers, agents representatives, contractors subcontractors and employees, from and against any claims (including all litigation, demands, damages, liabilities, costs, and expenses) arising from or arising out of the performance or non-performance of any of City's obligations under this Agreement, except to the extent such claims are the result of the active negligence or willful misconduct of CST or its agents, representatives, contractors, subcontractors, and employees.

City's indemnification shall specifically include, all claims arising out of property damage and personal injury.

7. Miscellaneous.

A. Waivers, and Amendments. All waivers of the prov1s1ons of this Easement Agreement must be in writing and signed by the appropriate authorities of the party to be charged. A waiver of the breach of the covenants, conditions, or obligations of this Easement Agreement by either party shall not be construed as a waiver of any succeeding breach of the same or other covenants, conditions, or obligations of this Easement Agreement. This Easement Agreement may not be modified, terminated, or rescinded, in whole or in part, except by a written instrument duly executed and acknowledged by City, or its successors or assigns, and CST, or its successors or assigns, and duly recorded in the Office of the San Joaquin County Recorder.
2022 Pipeline Easement Agreement Page 3 of 5
B. Governing Law. This Easement Agreement shall be governed by and construed in accordance with the laws of the State of California. Any suit, claim, or legal proceeding of any kind related to this Agreement must be filed and heard in a court of competent jurisdiction in the County of San Joaquin.

C. Severability. The invalidity or unenforceability of any prov1s1on of this Easement Agreement with respect to a particular party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof, or the same provision when implied to the other party or to a different set of circumstances.

D. Notices. Any notice to be given under this Easement Agreement shall be given by personal delivery, by depositing the same in the United States Mail, certified or registered, postage prepaid, or by depositing the same with Federal Express or another reputable overnight delivery service, at the following address:

City: City of Tracy
Attn: Utilities Director
3900 Holly Drive
Tracy, CA 95304
CST: Frank Schubert
P.O Box 583
Tracy, CA 95378
Phone: 831-224-2513
Email: [email protected]
Any notice delivered personally shall be effective upon delivery. Any notice given by mail as above provided shall be effective 96 hours after deposit in the mails. Any notice given by overnight delivery service shall be effective twenty-four hours after deposit with such service.

Any party may change its address for notice by giving written notice of such change to the other party.

E. Attorney Fees. If it is necessary for any Party to commence legal action or arbitration to enforce the terms of this Agreement, the prevailing party is entitled to reasonable attorney's fees, expenses and costs incurred. The expenses and costs incurred include, without limitation to other reasonable types of outlay directly caused by or reasonably required by the litigation or dispute, the costs of any experts employed in either the preparation or presentation of evidence in the proceedings.

F. Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to execute this Agreement. The Parties may execute this Agreement in several counterparts, which will, in the aggregate, be signed by all Parties. Each counterpa1t is considered an original instrument as against any party who has signed it.
2022 Pipeline Easement Agreement Page 4 of 5
IN WITNESS WHEREOF, City and Owner have executed this Easement Agreement as of the date first written above.
·· ······· · ····· ·· · ····-·······
City of Tracy
By: _________ �
Nancy D. Young, Mayor
Authorized by Resolution No. __ _
Date: -----------
Attest:

Adrianne Richardson, City Clerk
Approved as to form:

Bijal M. Patel, City Attorney
2022 Pipeline Easement Agreement
----- - ········ ·-········ ····
Combined Solar Technologies, Inc.

By¥�£
Frank Schubert, President
Title:

Date: --+--f_,,_,./:l��.:)_=+f-2_6�2�:::Z-----
Federal Employer Tax ID No.61-7-S-s £/Cj ci'1
City Business License No. ()� C> l l l j, b
By:n�wVJo�
Title: \J {) {-\c:\.,�l (\_
Date: __ \.,___�_?1--\--�-;}-_

Page 5 of 5 ends

EXHIBIT "A"

LEGAL DESCRIPTION

UTILITY EASEMENT NORTH OF ARBOR AVENUE
BEING A PORTION OF "UNIT NO. 1 - PESCADERO COLONY" FILED IN BOOK OF MAPS VOLUME 10 PAGE 44, SAN JOAQUIN COUNTY RECORDS AND MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT A 2.5 INCH DISC IN A MONUMENT WELL AT THE INTERSECTION OF HOLLY DRIVE AND ARBOR AVENUE; THENCE SOUTH 89°25'37" WEST A DISTANCE OF 742.68 FEET TO A NAIL AND WASHER STAMPED "GENASCI PLS8660" IN THE CENTERLINE OF ARBOR AVENUE. THENCE CONTINUING ALONG LAST LINE SOUTH 89°25'37" EAST A DISTANCE OF 1171.68 FEET. THENCE NORTH 65°37'25" EAST A DISTANCE OF 62.24 FEET TO THE POINT OF BEGINNING.

THENCE FROM SAID POINT OF BEGINNING, NORTH 00°24'41" EAST, A DISTANCE OF 1225.00 FEET; THENCE NORTH 89°35'19" WEST, A DISTANCE OF 20.57 FEET TO THE WEST LINE OF SAID MAP; THENCE ALONG LAST SAID WEST LINE NORTH 00°24'41" EAST, A DISTANCE OF 50.00 FEET; THENCE SOUTH 89°35'19" EAST, A DISTANCE OF 125.57 FEET; THENCE SOUTH 00°24'41" WEST, A DISTANCE OF 50.00 FEET;
THENCE NORTH 89°35'19" WEST, A DISTANCE OF 95.00 FEET;
THENCE SOUTH 00°24'41" WEST, A DISTANCE OF 1225.70 FEET; THENCE NORTH 85°33'40" WEST, A DISTANCE OF 10.02 FEET TO THE POINT OF BEGINNING.

CONTAINING 18532 SQUARE FEET OR 0.425 ACRES, MORE OR LESS.

THE LEGAL DESCRIPTION HEREIN IS BASED UPON A SURVEY MADE BY WOOD RODGERS OR UNDER MY DIRECTION IN JANUARY 2022. THE BEARINGS CONTAINED HEREIN ARE BASED UPON CALIFORNIA STATE PLANE ZONE 3.

A PLAT OF THE ABOVE DESCRIBED PROPERTY IS ATTACHED AS EXHIBIT "B" AND BY THIS REFERENCE MADE A PART THEREOF.

END OF DESCRIPTION
RYAN M. SEXTON/ PLS 9177
SHEET 1 OF 1

EXHIBIT 'B'

PLAT TO ACCOMPANY

DESCRIPTION
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S89
°
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s0·24•41 "w
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0 LENGTH

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95.00'

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742.68 '(M-M)

FOUND NAIL AND

WASHER STAMPED
"GENASCI PLS8660"
FOUND 2.5" DISC IN WELL

UTILITY EASEMENT NORTH OF ARBOR AVENUE

CITY OF TRACY

SAN JOAQUIN COUNTY STATE OF CALIFORNIA
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BUILDING RELATIONSHIPS ONE PRO.JECT AT A TIME �
4670 WILLOW ROAD, STE 125 TEL 925.B47. 1 556
PLEASANTON, CA 9458B FAX 925.B47. 1 557
June 15, 2022 4080001 SHEET 1 OF 1
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CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
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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. I I
State of California
County of. 5J,w' :J;; df«-; AJ
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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.
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Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful to persons relying on the attached document.

Description of Attached Document
The pre of Acknowledgment is attached to a document
titled/for the purpose o
The signer(s) capacity or authority is/are as:

D lndividual(s)
D Attorney-in-Fact
D Corporate Officer(s) ___________________ _
D Guardian/Conservator
D Partner - Limited/General
D Trustee(s)
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Title(s)
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representing: -- - ----,,------ --,- ----=--...,...,....--,--,---,--...,...,....-- ----- -- Name(sl of Person(s) or Entity(ies) Signer is Representing Method of Signer Identification
Proved to me on the basis of satisfactory evidence:
0 form(s) of identification O credible witness(es)
Notarial event is detailed in notary journal on:

Page # Entry #
Notary contact: __________ _
Other
D Signer(s) Thumbprint(s)
© Copyright 2007-2021 Notary Rotary, PO Box 41400, Des Moines, IA 5031 1 ·0507. All Rights Reserved. Item Number I 01772. Please contact your Authorized Reseller to purchase copies of this form. -----

APPROVED AS TO FORM AND LEGALITY
________________________
CITY ATTORNEY’S OFFICE

TRACY CITY COUNCIL

RESOLUTION
2022-_____
WHEREAS, the Wastewater Treatment Plant’s (WWTP) discharge currently contains salt in amounts that exceed the Delta salinity standards and also exceed the temperature requirements contained in the City’s wastewater discharge permit; and WHEREAS, on April 20, 2010, City Council authorized Combined Solar Technologies, Inc. (CST) to conduct a Green Energy
Pilot Project at the Wastewater Treatment Plant by
Resolution No. 2010-052; and

WHEREAS,
on April
19, 2011, City Council authorized an Exclusive Negotiation Rights Agreement (ENRA) with CST to reserve a portion of the City -owned former Holly Sugar property
for use by the energy project; and
WHEREAS, on March 18, 2014, City
Council extended the term of the ENRA until
November
2, 2015;
WHEREAS, On May 19, 2015, the City Council authorized a lease with CST, then doing business as Tracy Renewable Energy, for

12.5 acres of unused portion of the former Holly
Sugar property for the purposes of the project; and
WHEREAS, CST developed a process to remove salt from
wastewater using distillation
and cooling towers to reduce the temperature of the distilled water; and

WHEREAS
, CST has constructed and will operate a desalination facility located on City owned land adjacent to the City’s Wastewater Treatment Plant; and WHEREAS, CST will desalinate and cool the City’s treated wastewater effluent and other third-party
waters; and
WHEREAS, CST has informed
the City that the construction of the Desalination Plant is complete and requires that
it construct and install a new underground force main, distilled water distribution pipeline, pump station, and
associated appurtenances within the WWTP property as
part of the Desalination and Green Energy Project; and now therefore be it RESOLVED, that the City Council of the City of Tracy , adopt a Resolution to approve a Pipeline Easement Agreement with Combined
Solar Technologies, Inc. for the Tracy
Desalination and Green Energy Project.
* * * * * * * * * * * * * *

APPROVING A PIPELINE EASEMENT AGREEMENT WITH COMBINED SOLAR TECHNOLOGIES, INC. FOR THE TRACY DESALINATION AND GREEN ENERGY

PROJECT
Resolution 2022-____

Page 2 ends

The foregoing Resolution 2022-_____ was adopted by the Tracy City Council on October 18 , 2022, by the following vote:

AYES:

NOES:

ABSE
NT:

ABSTENTION:

COUNCIL MEMBERS:

COUNCIL MEMBERS:
______________________________
NANCY D. YOUNG
Mayor of the City of Tracy, California
ATTEST:
_________________________

ADRIANNE

RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California
October 18, 2022
Agenda Item 1.H

RECOMMENDAT
ION
Staff recommends City Council approve the First Amendment to the Subdivision Improvement Agreement for West Parkway Village and authorize the City Clerk to record the First Amendment to the Subdivision Improvement Agreement for West Parkway Village with the San Joaquin County Clerk.

EXECUTIVE SUMMARY
Approval of the First Amendment to the Subdivision Improvement Agreement will allow R&B DELTA II, LLC (Subdivider) to continue with the construction of the infrastructure improvements rel
ated to the development of 14 parcels on approximately 17.6 acres, located on the Southeast corner of Interstate 205 and International Parkway. The previously approved improvements were a part of a 2021 Subdivision Improvement Agreement (SIA); this amendment will allow the Subdivider one more year to complete the public improvements.

CKGROUND AND LEGISLATIVE HISTORY
Subdivider is responsible for the construction of infr astructure improvements to t he development of West Parkway Village. The SIA, which authorized the Subdivider to proceed with the construction of said improvements was approved by the City Council on June 01, 2021, pursuant to Resolution No. 2021-066, and was recorded in San Joaquin County Records on July 18, 2021, as Document No. 2021-120624 in San Joaquin County Recor ds and is on file with the City Clerk.

The infrastructure improvements that are the subject of the First Amendment are part of Infrastructure improvement Agreement between the City of Tracy and the R&B Delta II, LLC, and therefore the said improvements will be funded and performed by the R&B Delta II, LLC.

ANALYSIS
Section 2.3 of the SI A required Subdivider to complete the imp rovements by July 13, 2022. Due to unforeseen challenges, Subdivider has been unable to complete the improvements by the noted deadline and timely requested an extension to perform the work required under the Agreement. Pursuant to Section 12.36.100(c)(1) of the Tracy Municipal Code, the City Council may extend the time for completion of work by formal act ion.

This First Amendment will extend the date of completion of improvements included in the SIA to July 13, 2023.

FISCAL IMPACT
There will be no impact to the General Fund. The infrastructure improvements that are the subject of t he First Amendment are part of Infrastructure improvement Agreement between the City of Tracy and the R&B Delta II, LLC, and therefore the said improvements will be funded and performed by the R&B Delta II, LLC. The Subdivider has paid the applicable engineering review fees which include the cost of the processing of the Fi rst Amendment.

Agenda Item 1.H
October 18, 2022

Page 2 ends

CEQA DETERMINATION
The project is consistent w ith the Final Revised Environmental Impact Report (EIR) certified by the City Council on September 3, 2013 for the Cordes Ranch Specific Plan (SCH# 2011122015). Pursuant to CEQA Guidelines Section 15162 and Public Resources Code Section 21166, no subsequent EIR shall be prepared for the project because the project has a certified EIR and no substantial changes are proposed in the project that would require major revisions to the previous EIR; no substantial changes have occurred with respect to the circumstances under which the project will be undertaken that would require major revisions to the previous EIR; and no new information of substantial importance regarding significant effects, mitigation measures, or alternatives for this project has become known, which was not known at the time the previous EIR was certified as complete. Therefore, no further environmental review is necessary.

STRATEGIC PLAN
This agenda item is consistent with the Council approved Economic Development St rategy to ensure physical infrastructure necessary for development.

ACTION REQUESTED OF THE CITY COUNCIL
That the Tracy City Council, by Resolution approve the First Amendment to the Subdivision Improvement Agreement for West Parkway Village and authorize the City Clerk to file the First Amendment
with the Office of the San Joaquin County Recorder.

Prepared by: Al Gali, Associate Engineer
Reviewed by: Robert Armijo, PE, City Engineer / Assistant Director of Development Services Kri
s Balaji, PMP, PE, Development Services Director
Sara Cowell, Interim Finance Director
Midori Lichtwardt, Assistant City Manager
Approved
by: Michael Rogers, City Manager
ATTA

CHMENTS
Attac
hment A – Vicinity Map
Attachment B – First Amendment to SIA
Attac
hment A
Vicinity Map

Recording Requested By:

City of Tracy
Development Services
333 Civic Center Plaza
Tracy, CA 95376
And When Recorded Mail To:

City of Tracy
Office of the City Clerk
333 Civic Center Plaza
Tracy, CA 95376
Attn: Adrianne Richardson

SPACE ABOVE THIS LINE FOR RECORDER'S INFORMATION

CITY OF TRACY

FIRST AMENDMENT TO THE SUBDIVISION IMPROVEMENT AGREEMENT

FOR WEST PARKWAY VILLAGE
This FIRST AMENDMENT TO THE SUBDIVISION IMPROVEMENT AGREEMENT FOR WEST PARKWAY VILLAGE (hereinafter "First Amendment") is made and entered into by and between the CITY OF TRACY, a municipal corporation (hereinafter "City"), and R&B DELTA II, LLC, a California limited liability company (hereinafter "Subdivider").

RECITALS
A. On June 1, 2021, pursuant to Resolution No. 2021-066, the City Council approved a Subdivision Improvement Agreement to authorize the Subdivider to proceed with the construction of infrastructure improvements related to the development of 14 parcels on approximately 17.6 acres, located on the Southeast corner of Interstate 205 and International Parkway (the "Agreement"). The Agreement was subsequently executed by the City and Subdivider and was recorded on July 18, 2021, as Document No. 2021-120624 in San Joaquin County Records and is on file with the City Clerk.

B. Section 2.3 of the Agreement required Subdivider to complete the improvements by July 13, 2022.

C. Due to unforeseen challenges, Subdivider has been unable to complete the improvements by the noted deadline and timely requested an extension to perform the work required under the Agreement.

D. Pursuant to Section 12.36.1 00(c)(1) of the Tracy Municipal Code, the City Council may extend the time for completion of work by formal action, which the City Council did on September 6, 2022, through Resolution ___
Attachment B

APPROVED AS TO FORM AND LEGALITY
________________________
CIT
Y ATTORNEY’S OFFICE
TRAC

Y CITY COUNCIL
RES
OLUTION 2022-_____

APPROVING THE FIRST AMENDMENT TO THE SUBDIVISION

IMPROVEMENT AGREEMENT FOR WEST PARKWAY VILLAGE AND

AUTHORIZING THE CITY CLERK TO RECORD THE FIRST AMENDMENT TO

THE SUBDIVISION IMPROVEMENT AGREEMENT FOR WEST PARKWAY

VILLAGE WITH THE SAN JOAQUIN COUNTY CLERK
WHERE
AS, the Subdivision Improvement Agreement for West Parkway Village (SIA), executed by the City of Tracy (City) and R&B DELTA II, LLC (Subdivider), was approved by the City Council on June 01, 2021 and was recorded in San Joaquin County Records on July 18, 2021; and
WHERE
AS, the SIA authorized the Subdivider to proceed with the construction of infrastructure improvements necessary for the development of West Parkway Village; and WHER
EAS, Section 2.3 of the SIA required Subdivider to complete the improvements by July 13, 2022; and
WHERE
AS, due to unforeseen challenges, Subdivider has been unable to complete the improvements by the noted deadline and timely requested an extension to perform the work required under the SIA; and
WHERE
AS, pursuant to Section 12.36.100(c)(1) of the Tracy Municipal Code, the City Council may extend the time for completion of work by formal action; and WHERE
AS, the Subdivider is requesting approval of the First Amendment to the Subdivision Improvement Agreement for West Parkway Village (First Amendment) to allow additional time for completion of the construction of the infrastructure improvements within the West Parkway Village; and
WHERE
AS, the First Amendment will extend the date of completion of improvements included in the SIA to July 13, 2023; now, therefore, be it RESOL
VED: That the City Council of the City of Tracy hereby approves the First Amendment to the Subdivision Improvement Agreement for West Parkway Village and authorizes the City Clerk to file the First Amendment with the Office of the San Joaquin County Recorder.
* * *
* * * * * * * * * * *
Resolution 2022-_____

Page 2 ends

The foregoing Resolution 2022-_____ was adopted by the Tracy City Council on the 18th day of October 2022 by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL
MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
_________________________________________
NANCY D.

YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California
October 18, 2022
Agenda Item 1.I

RECOMMENDATI
ON
Staff recommends City Council adopt a Resolution authorizing the Mayor to execute a Longitudinal Pipeline and Crossing Agreement with Union Pacific Railroad Company (UPRR).

EXECUTIVE SUMMARY
The Longitudinal Pipeline and Crossing Agreement with UPRR will allow the City, and its assignees to construct an underground storm drain pipe under a UPRR spur and said underground storm drain pipe would allow an existing 180 residential unit development (RUD) constructed by Bright Development (Bright) to drain into the City storm drain system. The development currently drains into a temporary retention basin.

BACKGROUND AND LEGISLATIVE HISTORY
On October 11, 1995, the City approved Bright’s Vesting Tentative Subdivision Map (VTM) for a residential development known as Larkspur Estates. The residential development is located on the west side
of MacArthur Drive about a quarter mile north of Valpico Road. Larkspur Estates was planned to be a one hundred eighty (180) single-family RUD . Due to the lack of direct underground storm drain connection, Bright had to construct a temporary retention basin within Larkspur Estates’ boundaries to store the storm water run-off. Since that time, the City has acquired the land required to construct the ultimate drainage solution in the area (i.e. Detention Basin 2B). Subsequently, Bright proposed to construct a portion of ultimate drainage solution and construct the
direct underground storm drain connection underneath UPRR’s spur directly west of
Cairo Court.

ANALYSIS
The City recently acquired the land required to construct the ultimate Detention Basin 2B.

Subsequently, Bright, the owner of the parcel containing the temporary retention basin, proposed to construct a portion of ultimate Detention Basin 2B on behalf of the City and construct the direct underground storm drain connection underneath the UPRR spur. As a result, Bright
would bench and fill the temporary retention basin, reroute the underground st orm drain pipe on Cairo Court, and create the residential foundation pads. The City or another developer will construct the remainder of the ultimate basin. The Longitudinal Pipeline and Crossing Agreement with Union Pacific Railroad Company will allow the City, and its assignees (i.e. Bright),
to construct the direct underground storm drain connection underneath the UPRR spur and said underground storm drain pipe would allow Larkspur Estates to drain into the City storm drain
system. Larkspur Estates currently drains into a temporary retention basin.

FISCAL IMPACT
The Subdivider has paid the applicable engineering review fees, which include the cost of processing the Longitudinal Pipeline and Crossing Agreement.

Agenda Item 1.I
October 18, 2022

Page 2 ends

COORDINATION
The City is coordinating with Union Pacific Railroad Company and the Bright Development as Br
ight Development will construct the underground pipe as proposed in a subsequent agreement that will be presented to City Council for i ts consideration.

CEQA DETERMINATION
The completion of the Larkspur Estates development is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines section 15332 because the pr
oject is characterized as in-fill development and (1) is consistent with the General Plan designation of Residential Low and all applicable General Plan policies, as well as consistent with the Low Density Residential (LDR) Zone and with all applicable zoning regulations, (2) occurs within City limits on a project site of no more than five acres substantially surrounded by urban
uses, (3) has no value as habitat for endangered, rare or threatened species, (4) would not result in any significant effects relating to traffic, noise, air quality, or water quality, and (5) can be adequately served by all required utilities and public services. The direct underground storm drain connection and its administrative approvals were included in the above CE QA analysis. Therefore, no further environmental review is necessary.

STRATEGIC PLAN
This agenda item is consistent with the Council approved Economic Deve lopment Strategy to ensure physical infrastructure necessa ry for development.

ACTION REQUESTED OF THE CITY COUNCIL
Recommending the adoption of a resolution authorizing the Mayor to execute a Longitudinal Pipeline and Crossing Agreement with Union Pacific Railroad Company.

Prepared by: Al Gali, Associate Engineer
Reviewed by: Robert Armijo, PE, City Engineer / Assistant Director of Development Services Kris Bala
ji, PMP, PE, Development Services Department Director
Sara Cowell, Interim Finance Director
Midori Lichtwardt, Assistant City Manager
Approved by:

Michael Rogers, City Manager

ATTACHMENT
S
Attachment A – Longi
tudinal Pipeline and Crossing Agreement
July 22, 2022
Folder: 03214-10

AL GALI
C

ITY OF TRACY
333 CIVIC CENTER PLAZA
TRACY CA 95376
RE: Proposed Construction of One (1) Underground 51 Inch RCP Crossing and Encroachment Storm Drain Encased In A 65.6 Inch Steel Casing Pipeline Encroachment at Mile Posts 81 on the Tracy Subdivision at or near Tracy, San Joaquin County, California Attached is an original of the agreement covering your use of the Railroad Company’s right of way. Please print two copies, execute on your behalf and return ALL DOCUMENTS in one mailed packaged with a check for any payments required, as shown below to 1400 Douglas Street, Omaha, NE 68179-1690, Attn: Valerie Harrill.

An original copy of the fully-executed document will be returned to you, when approved and processed by the Railroad Company. Also, please provide a resolution or other authorization for the party executing the documents, if signature authorization is required by your Entity.  Payment in the amount of Twenty Five Thousand Nine Hundred Dollars ($25,900.00) is due and payable to Union Pacific Railroad Company upon your execution of the agreement. Please include your payment, with Folder No. 03214-10 noted on that document. If you require formal billing, you may consider this letter as a formal bill and that 94-6001323 is this Corporation’s correct Federal Taxpayer Identification Number.  Railroad Protective Liability Insurance (RPLI) may be obtained from any insurance company which offers such coverage. Union Pacific has also worked with a national broker, Marsh USA, to make available RPLI to you or your contractor. You can find additional information, premium quotes, and application forms at (uprr.marsh.com).

If you have any questions concerning this Agreement, please contact me at (402) 544-8801.

Sincerely,
Thomas Leddy
Sr. Analyst - Real Estate Email :
[email protected]
Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179 -1690 fx. (402) 501-0340 Attachment A
Pipeline Encroachment 052118 Folder No. 03214-10
Last Modified: 07/02/2018
Form Approved, AVP-Law

LONGITUDINAL PIPELINE AND

CROSSING AGREEMENT
Mile Posts 81 Tracy Subdivision
Location: Tracy, San Joaquin County, California
THIS AGREEMENT (“Agreement”) is made and entered into as of July 22, 2022, (“Effective Date”) by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (“Licensor”) and CITY OF TRACY , to be addressed at 333 Civic Center Plaza, Tracy, California 95376 (“Licensee”).

IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

Article 1. LICENSOR GRANTS RIGHT.

A. In consideration of t he license fee to be paid by Licensee set forth below and in f urther consideration of the covenants and agreements t o be pe rformed by Licensee, Licensor he reby grants to Licensee the right to c onstruct and t hereafter, during the term he reof, maintain a nd operate one ( 1) 51 inch RCP storm drain c rossing encased in a 65. 6 inch steel casing and 190 feet of 51 inch storm drain pip
eline encroachment only, including a ny appurtenances required f or the operation of sa id pipeline (c
ollectively, "Licensee's Facilities") across Licensor’s real property, trackage, or other facilities located in Tracy, San Joaquin County, State of California ( "Railroad Property"). The specific specifications and lim
ited purpose for Licensee's F acilities on, along, across a nd under Railroad P roperty are described in an
d shown on the Print and Specifications dated November 09, 2020, attached hereto as Exhibit A and A-1 and made a part hereof.

B. Licensee represents and warrants that Licensee's Facilities will (i) only be used for one (1) 51 inch RCP storm drain crossing encased in a 65.6 inch steel casing and 190 feet of 51 inch storm drain pipeline encroachment, and (ii) not be used to convey any other substance, any fiber optic cable, or for any other use, whether such use is currently technologically possible, or whether such use may come into existence during the life of this Agreement.

C. Licensee acknowledges that if it or its contractor provides Licensor with digital imagery depicting Licensee's Facilities ("Digital Imagery"), Licensee authorizes Licensor to use the Digital Imagery in preparing Exhibit A and A-1. Licensee represents and warrants that through a license or otherwise, it has the right to use the Digital Imagery and to permit Licensor to use the Digital Imagery in said manner.

Article 2. LICENSE FEE.

Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Fee of Twenty Five Thousand Nine Hundred Dollars ($25,900.00).

Article 3. TERM.

This Agreement shall take effect as of the Effective Date first herein written and shall continue in full force and effect until terminated as provided in the "TERMINATION; REMOVAL OF LICENSEE’S FACILITIES" Section of Exhibit B.

Article 4. LICENSEE'S COMPLIANCE WITH GENERAL TERMS .

Licensee represents and warrants that all work on Licensee's Facilities performed by Licensee or its contractors will strictly comply with all terms and conditions set forth herein, including the General Terms and Conditions, attached hereto as Exhibit B and made a part hereof.

Article 5. INSURANCE .

A. During the term of this Agreement, Licensee shall fully comply or cause its contractor(s) to fully comply with the insurance requirements described in Exhibit C, attached hereto and made a part hereof.

Upon request only, Licensee shall send copies of all insurance documentation (e.g., certificates, endorsements, etc.) to Licensor at the address listed in the "NOTICES" Section of this Agreement.

B. If Licensee is subject to statute(s) limiting its insurance liability and/or limiting its ability to obtain insurance in compliance with Exhibit C of this Agreement, those statutes shall apply.

Article 6. DEFINITION OF LICENSEE .

For purposes of this Agreement, all references in this Agreement to Licensee will include Licensee's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority (collectively, a "Contractor"). If a Contractor is hired by Licensee to perform any work on Licensee's Facilities (including initial construction and subsequent relocation, maintenance, and/or repair work), then Licensee shall provide a copy of this Agreement to its Contractor(s) and require its Contractor(s) to comply with all terms and conditions of this Agreement, including the indemnification requirements set forth in the "INDEMNITY" Section of Exhibit B. Licensee shall require any Contractor to release, defend, and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend, and indemnify Licensor herein.

Article 7. ATTORNEYS’ FEES, EXPENSES, AND COSTS .

If litigation or other court action or similar adjudicatory proceeding is undertaken by Licensee or Licensor to enforce its rights under this Agreement, all fees, costs, and expenses, including, without limitation, reasonable attorneys’ fees and court costs, of the prevailing Party in such action, suit, or proceeding shall be reimbursed or paid by the Party against whose interest the judgment or decision is rendered. The provisions of this Article shall survive the termination of this Agreement.

Article 8. WAIVER OF BREACH .

The waiver by Licensor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by Licensee shall in no way impair the right of Licensor to avail itself of any remedy for any subsequent breach thereof.

Article 9. ASSIGNMENT .

A. Licensee shall not assign this Agreement, in whole or in part, or any rights herein granted, without the written consent of Licensor, which must be requested in writing by Licensee. Any assignment or attempted transfer of this Agreement or any of the rights herein granted, whether voluntary, by operation of law, or otherwise, without Licensor's written consent, will be absolutely void and may result in Licensor's termination of this Agreement pursuant to the "TERMINATION; REMOVAL OF LICENSEE'S FACILITIES" Section of Exhibit B.

B. Upon Licensor's written consent to any assignment, this Agreement will be binding upon and inure to the benefit of the parties thereto, successors, heirs, and assigns, executors, and administrators.

Article 10. SEVERABILITY .

Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, which shall not invalidate or otherwise render ineffective any other provision of this Agreement.

Article 11. NOTICES .

Except Licensee's commencement of work notice(s) required under Exhibit B, all other notices required by this Agreement must be in writing, and (i) personally served upon the business address listed below ("Notice Address"), (ii) sent overnight via express delivery by a nationally recognized overnight delivery service such as Federal Express Corporation or United Parcel Service to the Notice Address, or (iii) by certified mail, return receipt requested to the Notice Address. Overnight express delivery notices will be deemed to be given upon receipt. Certified mail notices will be deemed to be given three (3) days after deposit with the United States Postal Service.

If to Licensor: Union Pacific Railroad Company
Attn: Analyst – Real Estate Utilities (Folder No. 03214-10) 1400 Douglas Street, MS 1690
Omaha, Nebraska 68179
If to Licensee: CITY OF TRACY
333 Civic Center Plaza
Tracy, California, 95376
Article 12. SPECIAL PROVISION – CONSTRUCTION OBSERVATION.

Licensor requires Licensee to provide monitoring of tracks and construction observation through Licensor approved observer named below during all construction and installation work. Licensee is to directly coordinate services with the named inspector:

Railpros Field Services
Email: [email protected]
Phone (682)223-5271
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written.

UNION PACIFIC RAILROAD COMPANY CITY OF TRACY
By: __________________________________ By: __________________________________ Jim Hild
Director - Real Estate Contracts
Name Printed: __________________________
Title: _________________________________
X
1366
90 Section Line

60.0 30 300
1 124
64 4
12 14
NOTES:
1) ALL DIMENSIONS MEASURED PERPENDICULAR TO THE CENTERLINE OF TRACK 2) REFER TO AREMA VOLUME 1. CHAPTER 1. PART 5. SECTION 5.1

OPEN TRENCH

AT MINIMUM SIGNS WILL BE PROVIDED AS STATED ABOVE

CL IV RCP NO

STORM DRAINAGE
0 0

8.25" 51"
NO

STEEL PIPE NA
60 0.938" 65.5"
YES
SEALED
30 30

INDUSTRY OR SPUR TRACK

37.71444444
-121.42527778

TRACY SAN JOAQUIN CA
0321410 11/9/2020

CITY OF TRACY

NON-FLAMMABLE LIQUID

PIPELINE
S. 1/4 Sec., 33, T2S, R5E, Mount Diablo Base and
Meridian
LEGEND•
PIPELINE ENCROACHMENT· · · · · · · - - - -
PIPELINE CROSSING · · · · · · · · · · · · · - - - -
UPRRCO. R/W OUTLINED·· ·· ·· ·· · ----------
CADD

FILENAME

SCAN FILENAME
0321410
NOTE: BEFORE YOU BEGIN ANY WORK, SEE AGREEMENT FOR FIBER OPTIC PROVISIONS.

EXHIBIT "A-1"

UNION PACIFIC RAILROAD COMPANY

TRACY, SAN JOAQUIN COUNTY, CA
M.P. 81 - TRACY SUB <SPUR TRACK)
SCALE: 1" = 100'

OFFICE OF REAL ESTATE
OMAHA, NEBRASKA DATE: 11-9 -2020
PJB FILE: 0321410
Pipeline Crossing 06/05/18
Form Approved, AVP Law

EXHIBIT B

GENERAL TERMS AND CONDITIONS
Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED .

A. The foregoing grant is subject and subordinate to the prior and continuing right and obligation of Licensor to use and maintain its entire property including the right and power of Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by Licensor without liability to Licensee or to any other party for compensation or damages.

B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of Railroad Property) and the right of Licensor to renew and extend the same, and is made without covenant of title or for quiet enjoyment. It shall be Licensee's sole obligation to obtain such additional permission, license and grants necessary on account of any such existing rights.

Section 2. ENGINEERING REQUIREMENTS; PERMITS .

A. Licensee's Facilities will be designed, constructed, operated, maintained, repaired, renewed, modified, reconstructed, removed, or abandoned in place on Railroad Property by Licensee or its contractor to Licensor's satisfaction and in strict conformity with: (i) Licensor’s current engineering standards and specifications, including those for shoring and cribbing to protect Licensor's railroad operations and facilities ("UP Specifications"), except for variances approved in advance in writing by Licensor’s Assistant Vice President Engineering – Design or its authorized representative ("UP Engineering Representative"); (ii) such other additional safety standards as Licensor, in its sole discretion, elects to require, including, without limitation, American Railway Engineering and Maintenance-of-Way Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"); and (iii) all applicable laws, rules, and regulations, including any applicable Federal Railroad Administration and Federal Energy Regulatory Commission regulations and enactments (collectively, "Laws"). If there is any conflict between UP Specifications, UP Additional Requirements, and Laws, the most restrictive will apply.

B. Licensee shall keep the soil over Licensee's Facilities thoroughly compacted, and maintain the grade over and around Licensee's Facilities even with the surface of the adjacent ground.

C. If needed, Licensee shall secure, at Licensee's sole cost and expense, any and all necessary permits required to perform any work on Licensee's Facilities.

Section 3. NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES .

A. Licensee and its contractors are strictly prohibited from commencing any work associated with Licensee's Facilities without Licensor's written approval that the work will be in strict compliance with the "ENGINEERING REQUIREMENTS; PERMITS" Section of this Exhibit B. Upon Licensor's approval, Licensee shall contact both of Licensor's field representatives ("Licensor's Field Representatives") at least ten (10) days before commencement of any work on Licensee's Facilities.

B. Licensee shall not commence any work until: (1) Licensor has determined whether flagging or other special protective or safety measures ("Safety Measures") are required for performance of the work pursuant to the "FLAGGING" Section of this Exhibit B and provided Licensee written authorization to commence work; and (2) Licensee has complied with the "PROTECTION OF FIBER OPTIC CABLE SYSTEMS" Section of this Exhibit B.

C. If, at any time, an emergency arises involving Licensee's Facilities, Licensee or its contractor shall immediately contact Licensor's Response Management Communications Center at (888) 877-7267.

Section 4. FLAGGING .

A. Following Licensee's notice to Licensor's Field Representatives required under the "NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit B, Licensor shall inform Licensee if Safety Measures are required for performance of the work by Licensee or its contractor on Railroad Property. If Safety Measures are required, no work of any kind may be performed by Licensee or its contractor(s) until arrangements for the Safety Measures have been made and scheduled. If no Safety Measures are required, Licensor will give Licensee written authorization to commence work.

B. If any Safety Measures are performed or provided by Licensor, including but not limited to flagging, Licensor shall bill Licensee for such expenses incurred by Licensor, unless Licensor and a federal, state, or local governmental entity have agreed that Licensor is to bill such expenses to the federal, state, or local governmental entity. Additional information regarding the submission of such expenses by Licensor and payment thereof by Licensee can be found in the "LICENSEE’S PAYMENT OF EXPENSES" Section of this Exhibit B. If Licensor performs any Safety Measures, Licensee agrees that Licensee is not relieved of any of responsibilities or liabilities set forth in this Agreement.

C. For flagging, the rate of pay per hour for each flagger will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage, and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one- half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Licensor and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Licensee (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges.

D. Reimbursement to Licensor will be required covering the full eight-hour day during which any flagger is furnished, unless the flagger can be assigned to other railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagger is engaged in other railroad work. Reimbursement will also be required for any day not actually worked by the flaggers following the flaggers' assignment to work on the project for which Licensor is required to pay the flaggers and which could not reasonably be avoided by Licensor by assignment of such flaggers to other work, even though Licensee may not be working during such time .

When it becomes necessary for Licensor to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Licensee must provide Licensor a minimum of five (5) days notice prior to the cessation of the need for a flagger. If five (5) days notice of cessation is not given, Licensee will still be required to pay flagging charges for the days the flagger was scheduled, even though flagging is no longer required for that period. An additional ten (10) days notice must then be given to Licensor if flagging services are needed again after such five day cessation notice has been given to Licensor.

Section 5. SAFETY .

A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of any work on Railroad Property performed by Licensee or its contractor, and takes precedence over any work on Licensee's Facilities to be performed Licensee or its contractors. Licensee shall be responsible for initiating, maintaining and supervising all safety operations and programs in connection with any work on Licensee's Facilities. Licensee and its contractor shall, at a minimum comply, with Licensor's then current safety standards located at the below web address ("Licensor's Safety Standards") to ensure uniformity with the safety standards followed by Licensor's own forces. As a part of Licensee's safety responsibilities, Licensee shall notify Licensor if it determines that any of Licensor's Safety Standards are contrary to good safety practices. Licensee and its contractor shall furnish copies of Licensor's Safety Standards to each of its employees before they enter Railroad Property.

Union Pacific Current Safety Requirements
B. Licensee shall keep the job site on Railroad Property free from safety and health hazards and ensure that their employees are competent and adequately trained in all safety and health aspects of the work.

C. Licensee represents and warrants that all parts of Licensee's Facilities within and outside of the limits of Railroad Property will not interfere whatsoever with the constant, continuous, and uninterrupted use of the tracks, property, and facilities of Licensor, and nothing shall be done or suffered to be done by Licensee at any time that would in any manner impair the safety thereof.

D. Licensor's operations and work performed by Licensor’s personnel may cause delays in Licensee's or its contractor's work on Licensee's Facilities. Licensee accepts this risk and agrees that Licensor shall have no liability to Licensee or any other person or entity for any such delays. Licensee must coordinate any work on Railroad Property by Licensee or any third party with Licensor's Field Representatives in strict compliance with the "NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit
E. Licensor shall have the right, if it so elects, to provide any support it deems necessary for the safety of Licensor's operations and trackage during Licensee's or its contractor's construction, maintenance, repair, renewal, modification, relocation, reconstruction, or removal of Licensee's Facilities.

In the event Licensor provides such support, Licensor shall invoice Licensee, and Licensee shall pay Licensor as set forth in the "LICENSEE'S PAYMENT OF EXPENSES" Section of this Exhibit B.

F. Licensee may use unmanned aircraft systems ("UAS") to inspect Licensee's Facilities only upon the prior authorization from and under the direction of Licensor's Field Representatives.

Licensee represents and warrants that its use of UAS on Railroad Property will comply with Licensor's then-current Unmanned Aerial Systems Policy and all applicable laws, rules and regulations, including any applicable Federal Aviation Administration regulations and enactments pertaining to UAS.

Section 6. PROTECTION OF FIBER OPTIC CABLE SYSTEMS .

Fiber optic cable systems may be buried on Railroad Property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. In addition to the notifications required under the "NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit B , Licensee shall telephone Licensor during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except for holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on Railroad Property to be used by Licensee. If it is, Licensee shall telephone the telecommunications company(ies) involved, and arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, all at Licensee’s expense, and will not commence any work on Railroad Property until all such protection or relocation has been completed.

Section 7. LICENSEE'S PAYMENT OF EXPENSES .

A. Licensee shall bear the entire cost and expense of the design, construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities.

B . Licensee shall fully pay for all materials joined, affixed to and labor performed on Railroad Property in connection with the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, and shall not permit or suffer any mechanic’s or materialman’s lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance or request or on behalf of Licensee. Licensee shall promptly pay or discharge all taxes, charges, and assessments levied upon, in respect to, or on account of Licensee's Facilities, to prevent the same from becoming a charge or lien upon any property of Licensor, and so that the taxes, charges, and assessments levied upon or in respect to such property shall not be increased because of the location, construction, or maintenance of Licensee's Facilities or any improvement, appliance, or fixture connected therewith placed upon such property, or on account of Licensee’s interest therein. Where such tax, charge, or assessment may not be separately made or assessed to Licensee but shall be included in the assessment of the property of Licensor, then Licensee shall pay to Licensor an equitable proportion of such taxes determined by the value of Licensee’s property upon property of Licensor as compared with the entire value of such property.

C. As set forth in the "FLAGGING" Section of this Exhibit B, Licensor shall have the right, if it so elects, to provide any Safety Measures Licensor deems necessary for the safety of Licensor's operations and trackage during Licensee's or its contractor's construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, including, but not limited to supervision, inspection, and flagging services. In the event Licensor provides such Safety Measures, Licensor shall submit an itemized invoice to Licensee's notice recipient listed in the "NOTICES" Article of this Agreement. Licensee shall pay to Licensor the total amount listed on such invoice within thirty (30) days of Licensee's receipt of such invoice.

Section 8. MODIFICATIONS TO LICENSEE'S FACILITIES .

A. This grant is subject to Licensor's safe and efficient operation of its railroad, and continued use and improvement of Railroad Property (collectively, "Railroad's Use"). Accordingly, Licensee shall, at its sole cost and expense, modify, reconstruct, repair, renew, revise, relocate, or remove (individually, "Modification", or collectively, "Modifications") all or any portion of Licensee's Facilities as Licensor may designate or identify, in its sole discretion, in the furtherance of Railroad's Use.

B. Upon any Modification of all or any portion of Licensee's Facilities to another location on Railroad Property, Licensor and Licensee shall execute a Supplemental Agreement to this Pipeline Agreement to document the Modification(s) to Licensee's Facilities on Railroad Property. If the Modifications result in Licensee's Facilities moving off of Railroad Property, this Agreement will terminate upon Licensee's completion of such Modification(s) and all requirements contained within the "TERMINATION; REMOVAL OF LICENSEE’S FACILITIES" Section of this Exhibit B . Any such Modification(s) off of Railroad Property will not release Licensee from any liability or other obligation of Licensee arising prior to and upon completion of any such Modifications to the Licensee's Facilities.

Section 9. RESTORATION OF RAILROAD PROPERTY .

In the event Licensee, in any manner moves or disturbs any property of Licensor in connection with the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, then, Licensee shall, as soon as possible and at Licensee’s sole cost and expense, restore Licensor’s property to the same condition as the same were before such property was moved or disturbed.

Section 10. INDEMNITY .

A. Definitions. As used in this Section:

1. "Licensor" includes Licensor, its affiliates, its and their officers, directors, agents and employees, and other railroad companies using Railroad Property at or near the location of Licensee’s installation and their officers, directors, agents, and employees.

2. "Licensee" includes Licensee and its agents, contractors, subcontractors, sub-subcontractors, employees, officers, and directors, or any other person or entity acting on its behalf or under its control.

3. "Loss" includes claims, suits, taxes, loss, damages (including punitive damages, statutory damages, and exemplary damages), costs, charges, assessments, judgments, settlements, liens, demands, actions, causes of action, fines, penalties, interest, and expenses of any nature, including court costs, reasonable attorneys’ fees and expenses, investigation costs, and appeal expenses.

B. Licensee shall release, defend, indemnify, and hold harmless Licensor from and against any and all Loss, even if groundless, fraudulent, or false, that directly or indirectly arises out of or is related to Licensee’s construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, removal, presence, use, or operation of Licensee's Facilities, including, but not limited to, any actual or alleged:

1. Bodily harm or personal injury (including any emotional injury or disease) to, or the death of, any person(s), including, but not limited to, Licensee, Licensor, any telecommunications company, or the agents, contractors, subcontractors, sub-subcontractors, or employees of the foregoing;

2. Damage to or the disturbance, loss, movement, or destruction of Railroad Property, including loss of use and diminution in value, including, but not limited to, any telecommunications system(s) or fiber optic cable(s) on or near Railroad Property, any property of Licensee or Licensor, or any property in the care, custody, or control of Licensee or Licensor;

3. Removal of person(s) from Railroad Property;

4. Any delays or interference with track or Railroad’s Use caused by Licensee's activity(ies) on Railroad Property, including without limitation the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities or any part thereof, any activities, labor, materials, equipment, or machinery in conjunction therewith ;

5. Right(s) or interest(s) granted pursuant to this Agreement;

6. Contents escaping from Licensee's Facilities, including without limitation any actual or alleged pollution, contamination, breach, or environmental Loss;

7. Licensee’s breach of this Agreement or failure to comply with its provisions, including, but not limited to, any violation or breach by Licensee of any representations and warranties Licensee has made in this Agreement; and

8. Violation by Licensee of any law, statute, ordinance, governmental administrative order, rule, or regulation, including without limitation all applicable Federal Railroad Administration regulations.

C. THE FOREGOING OBLIGATIONS SHALL APPLY TO THE FULLEST EXTENT

PERMITTED BY LAW FOR THE BENEFIT OF LICENSOR TO LOSSES CAUSED BY, ARISING

FROM, RELATING TO, OR RESULTING FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OF

LICENSOR, AND SUCH NEGLIGENCE OF LICENSOR SHALL NOT LIMIT, DIMINISH, OR PRECLUDE LICENSEE’S OBLIGATIONS TO LICENSOR IN ANY RESPECT. NOTWITHSTANDING

THE FOREGOING, SUCH OBLIGATION TO INDEMNIFY LICENSOR SHALL NOT APPLY TO THE

EXTENT THE LOSS IS CAUSED BY THE SOLE, ACTIVE AND DIRECT NEGLIGENCE, GROSS

NEGLIGENCE, OR WILLFUL MISCONDUCT OF LICENSOR AS DETERMINED IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION.

Section 11. TERMINATION; REMOVAL OF LICENSEE'S FACILITIES .

A. If Licensee does not use the right herein granted on Licensee's Facilities for one (1) year, or if Licensee continues in default in the performance of any provision of this Agreement for a period of thirty (30) days after written notice from Licensor to Licensee specifying such default, Licensor may, at its sole discretion, terminate this Agreement by written notice to Licensee at the address listed in the "NOTICES" Article of this Agreement. This Agreement will not terminate until Licensee complies with Paragraphs "C" and "D" of this Section found below.

B. In addition to the provisions of Paragraph "A" above, this Agreement may be terminated by written notice given by either party, without cause, upon thirty (30) days written notice to the non-terminating party at the address listed in the "NOTICES" Article of this Agreement. This Agreement will not terminate until Licensee complies with Paragraphs "C" and "D" of this Section found below.

C. Prior to the effective date of any termination described in this Section, Licensee shall submit an application to Licensor's online Utility Contracts System at this link for Licensee's removal, or if applicable, abandonment in place of Licensee's Facilities located on Railroad Property ("Removal/Abandonment Work"). Upon the UP Engineering Representative's approval of Licensee's application for the Removal/Abandonment Work, Licensor and Licensee shall execute a separate consent document that will govern Licensee's performance of the Removal/Abandonment Work from those portions of Railroad Property not occupied by roadbed and/or trackage ("Consent Document"). Licensee shall then restore the impacted Railroad Property to the same or reasonably similar condition as it was prior to Licensee's installation of Licensee's Facilities. For purposes of this Section, Licensee's (i) performance of the Removal/Abandonment Work, and (ii) restoration work will hereinafter be collectively referred to as the "Restoration Work".

D. Following Licensee's completion of the Restoration Work, Licensee shall provide a written certification letter to Licensor at the address listed in the "NOTICES" Article of this Agreement which certifies that the Restoration Work has been completed in accordance with the Consent Document.

Licensee shall report to governmental authorities, as required by law, and notify Licensor immediately if any environmental contamination is discovered during Licensee's performance of the Restoration Work.

Upon discovery, the Licensee shall initiate any and all removal, remedial and restoration actions that are necessary to restore the property to its original, uncontaminated condition. Licensee shall provide written certification to Licensor at the address listed in the "NOTICES" Article of this Agreement that environmental contamination has been remediated and the property has been restored in accordance with Licensor's requirements. Upon Licensor's receipt of Licensee's restoration completion certifications, this Agreement will terminate.

E. In the event that Licensee fails to complete any of the Restoration Work, Licensor may, but is not obligated, to perform the Restoration Work. Any such work actually performed by Licensor will be at the cost and expense of Licensee. In the event that Licensor performs any of the Restoration Work, Licensee shall release Licensor from any and all Loss (defined in the "INDEMNITY" Section of this Exhibit B) arising out of or related to Licensor's performance of the Restoration Work.

F. Termination of this Agreement for any reason will not affect any of rights or obligations of the parties which may have accrued, or liabilities or Loss (defined in the "INDEMNITY" Section of this Exhibit B), accrued or otherwise, which may have arisen prior to such termination.

EXHIBIT C

INSURANCE REQUIREMENTS
In accordance with Article 5 of this Agreement, Licensee shall (1) procure and maintain at its sole cost and expense, or (2) require its Contractor(s) to procure and maintain, at their sole cost and expense, the following insurance coverage:

A. Commercial General Liability Insurance . Commercial general liability (CGL) with a limit of not less than $2,000,000 each occurrence and an aggregate limit of not less than $4,000,000.

CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage).

The policy must also contain the following endorsement, WHICH MUST BE STATED ON THE CERTIFICATE OF INSURANCE:
 Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site.

B. Business Automobile Coverage Insurance . Business auto coverage written on ISO form CA 00 01 10 01 (or a substitute form providing equivalent liability coverage) with a limit of not less $2,000,000 for each accident, and coverage must include liability arising out of any auto (including owned, hired, and non-owned autos).

The policy must contain the following endorsements, WHICH MUST BE STATED ON THE CERTIFICATE OF INSURANCE:
 "Coverage For Certain Operations In Connection With Railroads" ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site.

C. Workers' Compensation and Employers' Liability Insurance. Coverage must include but not be limited to:
 Licensee’s statutory liability under the workers' compensation laws of the state(s) affected by this Agreement.
 Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee.

If Licensee is self-insured, evidence of state approval and excess workers' compensation coverage must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.

D. Environmental Liability Insurance . Environmental Legal Liability Insurance (ELL) applicable to bodily injury, property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, cleanup costs, and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims, or compliance with statute, all in connection with any loss arising from the insured’s performance under this Agreement. Except with respect to the limits of insurance, and any rights or duties specifically assigned to the first named insured, this insurance must apply as if each named insured were the only named insured; and separately to the additional insured against which claim is made or suit is brought. Coverage shall be maintained in an amount of at least $2,000,000 per loss, with an annual aggregate of at least $4,000,000.

Licensee warrants that any retroactive date applicable to ELL insurance coverage under the policy is the same as or precedes the Effective Date of this Agreement, and that continuous coverage will be maintained for a period of five (5) years beginning from the time the work under this Agreement is completed or if coverage is cancelled for any reason the policies extended discovery period, if any, will be exercised for the maximum time allowed.

E. Railroad Protective Liability Insurance . Licensee must maintain for the duration of work "Railroad Protective Liability" insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Licensor only as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. The definition of "JOB LOCATION" and "WORK" on the declaration page of the policy shall refer to this Agreement and shall describe all WORK or OPERATIONS performed under this Agreement. Notwithstanding the foregoing, Licensee does not need Railroad Protective Liability Insurance after its initial construction work is complete and all excess materials have been removed from Licensor's property; PROVIDED, however, that Licensee shall procure such coverage for any subsequent maintenance, repair, renewal, modification, reconstruction, or removal work on Licensee's Facilities.

F. Umbrella or Excess Insurance . If Licensee utilizes umbrella or excess policies, and these policies must "follow form" and afford no less coverage than the primary policy.

Other Requirements
G. All policy(ies) required above (except business automobile, workers' compensation and employers' liability) must include Licensor as "Additional Insured" using ISO Additional Insured Endorsement CG 20 26 (or substitute form(s) providing equivalent coverage). The coverage provided to Licensor as additional insured shall not be limited by Licensee’s liability under the indemnity provisions of this Agreement. BOTH LICENSOR AND LICENSEE EXPECT THAT LICENSOR WILL BE

PROVIDED WITH THE BROADEST POSSIBLE COVERAGE AVAILABLE BY OPERATION OF LAW UNDER ISO ADDITIONAL INSURED FORM CG 20 26.

H. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this Agreement, or (b) all punitive damages are prohibited by all states in which this Agreement will be performed.

I. Licensee waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against Licensor and its agents, officers, directors and employees for damages covered by the workers' compensation and employers' liability or commercial umbrella or excess liability obtained by Licensee required in this Agreement, where permitted by law. This waiver must be stated on the certificate of insurance.

J. All insurance policies must be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the work is to be performed.

K. The fact that insurance is obtained by Licensee will not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor from Licensee or any third party will not be limited by the amount of the required insurance coverage.

APPROVED AS TO FORM AND LEGALITY
________________________
CITY
ATTORNEY’S OFFICE

TRACY CI

TY COUNCIL
RESOL
UTION 2022-_____

AUTHORIZING THE MAYOR TO EXECUTE A LONGITUDINAL PIPELINE AND

CROSSING AGREEMENT WITH UNION PACIFIC RAILROAD COMPANY
WHEREA
S, a Vesting Tentative Map Tract 3804, Application Number TSM19-0003, to construct thirteen single family lots and homes located at Cairo Court was approved by City Council on September 1, 2020; and
WHEREA
S, approval of Vesting Tentative Map Trac 3804 was subject to Conditions of Approval which among other requirements, requires the project to complete a portion of Detention Basin 2B and connect existing underground pipes in Cairo Court to Detention Basin 2B; and
WHEREA
S, in order for the project to complete underground pipes required by the Conditions of Approval, the City needs permission from Union Pacific Railroad Company to cross an existing rail road spur; and
WHEREA
S, these facilities will be located within utility corridor specified by Union Pacific shown in Exhibit A attached to the Longitudinal Pipeline and Crossing Agreement attached to this resolution (Attachment A); and
WHEREA
S, the Longitudinal Pipeline and Crossing Agreement and related documents have been reviewed by the City Engineer and City Attorney; now, therefore, be it

RESOLVED
: that the City Council of the City of Tracy hereby adopts a resolution approving the Mayor to execute a Longitudinal Pipeline and Crossing Agreement with Union Pacific Railroad Company.
* * * * *
* * * * * * * * * * * * * * * *
Resolution 2022-_____

Page 2 ends

The foregoing Resolution 2022-_____ was adopted by the Tracy City Council on 18th of October 2022 by the following vote:

AYES: COUNCIL M
EMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________
NANCY
D. YOUNG
Mayor of the City of Tracy, California
ATTEST
:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California
October 18, 2022
Agenda Item 3.A

RECOMME

NDATION
Staff recommends that the City Council (1) receive an informational report regarding the concept, design, and cost options for the Multi-Generational Recreation Center (CIP 78178), and (2) adopt a Resolution authorizing an appropriation in the amount of $15,800,000 from General Fund Reserves for the Multi-Generational Recreation Center (CIP 78178) to incorporate improvements to El Pescadero Park.

EXECUTIVE SUMMARY
This report requests that City Council authorize a budget augmentation of an additional $15,800,000 for the Multi-Generational Recreation Center CIP 78178, and also requests that City Council receive an informational report regarding the concept, design, and cost options for the facility. These actions will facilitate the completion of the MGRC project, including renovation of El Pescadero Park.

BACKGROUND AND LEGISLATIVE HISTORY
In 2018, the City Council approved the Multi-Generational Recreation Center (MGRC) as a major amenity that would be funded by Measure V sales tax r evenue providing a space to serve a broad spectrum of the City’s demographics, including families, teens, seniors and commuters.

At this time, the Council allocated $4 million to a capital improvement project for planning and design of this facility (Resolution 2018-043). Following that decision, the City hired the Dahlin Group to complete a Needs Assessment for the MGRC, which was completed in mid-2018.

In early 2021, the City Council approved a new plan for Measure V projects, including prioritizing the MGRC. The MGRC also received $5 million in State grant funding and $4 million in public benefit money for t he project.

On August 31, 2021, the City Council provided direction to staff to focus on a community recreation center that served Tracy residents, which meant a bi-furcation of the original project and removing the tournament-sized gymnasium component to a future project located at Legacy Fields. At that time, Council directed staff to conduct further analysis of Joseph Ceciliani Park and one ot
her site, to be determined, for the future MGRC. Council also established programming priorities (City Council Program Priorities) for the project in the following order from most important to least important:

1. Gymnasi
um

2. Outdoor Recreation Facilities

3. Multi-Purpose Room

4. Library and Education Spaces

5. Lounge/Lobby

6. Teaching Kitchen
On February
15, 2022, the City Council approved a Professional Services Agreement with LPA, Inc., a California Corporation (LPA), to lead site feasibility studies as well as the design and Agenda Item 3.A
October 18, 2022

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development of construction documents for the MGRC (Resolution 2022-019).

On July 5, 2022, the City Council adopted a resolution (Resolution 2022-015) declaring El Pescadero Park as the site location for the MGRC and received an informational report regarding the community outreach process and the site selection process. Based on community feedback and analysis of the site, Joseph Ceciliani Park was no longer considered a viable option for the project. At the same time, Council also provided direction to staff to begin conceptual design of El Pescadero Park to address the condition of the park in association with the MGRC improvements.

ANALYSI
S
Sinc
e July 2022, the project steering committee, including City staff and LPA, have continued to move the MGRC project forward. Project activity has focused on programming evaluation and space allocation for the building, reviewing initial operational considerations, evaluating El Pescadero Park for opportunities/constraints, cost analysis for the MGRC and park, and presenting to the Arts Commission and Parks & Community Services Commissions to help better inform design decisions.

Over
all Project Schedule
Below
is a summary of the tentative schedule for the project based on the design of the MGRC and park improvements being presented in this report.

Task Timeline
Project Kickoff – Visioning, Programming,
Community Engagement
March – June 2022
Schematic Design Phase
(Including El Pescadero Park Conceptual Design)
July – October 2022
Design Development Phase November – February 2023
Construction Documents Phase February – September 2023
Bidding Phase September – November 2023
Construction Phase November 2023 – January 2025
Grand Opening Target March 2025
The MGRC,
including the El Pescadero Park Renovation project, is currently at the end of the schematic design phase. Schematic Design (sometimes referred to as conceptual design or 30% construction documents) is the initial stage of the design process and is generally defined as a representation of the elements of a system using abstract, graphic symbols rather than realistic pictures. As the design process continues to unfold, elements of the design such as:
foundation design, structural design, doors/windows, material selection, aesthetics, etc. will continue to be refined as well as the project budget. Schematic design helps establish a “design to” budget and facilitates the designer in making well-informed decisions that are critical to aligning the project with the budget.

The stee
ring committee has worked diligently to improve the grand opening target date by four months (March 2025) as compared to the schedule presented in July 2022.

Agenda Item 3.A
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MGRC Concept + Program
The guiding
principles for the project fall within three categories: Design, Function and Sustainability.

The DESIG
N focuses on the human experience, strengthening community connection, being welcoming & inviting, promoting health & wellness, integration of the building & site, and the integration of public/community art as well as the City of Tracy history.

The FUNCTI
ON of the building and park is program orientated, focuses on space utilization, and places high value on the importance of maintenance and operations by specifying strong maintenance-friendly materials while also leaving flexibility for everchanging technology.

The buildi
ng also has a focus on SUSTAINABILITY targeting a Leadership in Energy and Environmental Design (LEED) Gold certification. According to the LEED website “LEED certified buildings save money, improve efficiency, lower carbon emissions and create healthier places for people.” Targeting “Net Zero”, the building balances its energy needs with the energy produced from renewable, zero-emission sources such as photovoltaic panels. The building facade is assumed to have a 60/40 ratio of glass-to- metal allowing for lots of natural daylighting. Additionally, the park will capture and treat stormwater through a series of vegetative swales and basins, while reducing non- functional lawn areas and increasing biodiversity through the use of low-water native and ornamental plants and trees.

Build
ing Location
Sit
uated slightly east of center in El Pescadero Park, the MGRC footprint strikes a balance between site opportunities and constraints. The building location provides a substantial buffer space between the neighboring Stone Pine Meadow Apartments and the North School campus.

This approach allows for the building to be integrated with the open space and park program while also allowing the new parking lot and access drive to be immediately adjacent to the building. This location, coupled with a thoughtfully integrated architectural element (pavilion), allows the building to stretch itself westward over the park providing a memorable view and landmark upon arrival from the primary entrance at Grant Line Road and Parker Avenue.

Additional monumentation at both Grant Line Road and Kavanaugh Avenue would further celebrate the MGRC.

Buil
ding Program Priorities
Duri
ng the schematic design phase, the City Council Program Priorities were carefully examined along with feedback from the community. The MGRC concept has evolved to feature an active wing, a passive wing, a central lobby for access control, and covered outdoor gathering spaces.

The buildi
ng currently includes the following programming/spaces: Gymnasium*, Outdoor Amenities*, Multi-purpose Space*, Maker Space (Library) + Education Space*, Lobby/Lounge Space*, Warming Kitchen, Parks & Recreation Office Suite, Police Department Office, Indoor Running Track**, Bouldering Wall**, Grand Stair and Pavilion (*City Council Program Priority / ** Community Outreach Priority).

Agenda Item 3.A
October 18, 2022

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There are some key points regarding the building program. • The design of this facility is continuing to evolve. Each space within the building will be evaluated in much more detail as the project moves into Design Development phase. • The libr
ary component is not a traditional brick and mortar library. This area of the MGRC is envisioned to be a combination of maker space, teen lounge and tech area. - Staff does believe there is potential to partner with the County library program to bring a mobile library to the MGRC on a regular basis.
• The kit
chen component has been simplified to a “warming kitchen” from the City Council’s #6 priority of a “teaching kitchen”. This space was simplified to a warming kitchen due to low interest in a teaching kitchen from the community outreach process, substantial costs associated with constructing this space, and to better align with other programming in the building. Staff and LPA believe a warming kitchen will satisfy the needs of this facility and allow funds to be shifted to other program priorities.

See At
tachment A for the conceptual floor plan and a programming narrative for each space in the building.

Proj
ect Cost Options and Operational Cost Assumptions for MGRC Three opt
ions have been developed during the schematic design process for the MGRC. A core set of programs/spaces is unwavering in each option, but there are a few program elements that require City Council consideration and further direction to staff. The program elements that need to be considered are as follows:
• Gymnasium –Three-Court or Two-Court?
• Elevated Running Track – Yes or no?
• Bouldering Wall – Yes or no?
Cost
Option 1 contemplates a two-court gym with NO running track and NO bouldering wall. • MGRC = 31,152 Gross Square Feet
• Gym at 400-person community banquet capacity and 150 spectators seating • Total Project Cost Range = $56.7 million - $60.8 million Cost
Option 2 contemplates a two-court gym with running track and bouldering wall. • MGRC = 37,392 Gross Square Feet
• Gym at 400-person community banquet capacity and 150 spectators seating • Elevated Running Track provides multi-generational programming opportunity and space for functional fitness training
• Bouldering Wall (high community priority) adds additional programming opportunities • Total Project Cost Range = $60.8 million - $64.8 million Cost
Option 3 contemplates a three-court gym with enlarged running track and bouldering wall. • MGRC = 46,692 Gross Square Feet
• Gym at 600-person community banquet capacity and 200 spectators seating o Provides flexibility for multi-sport and multi-generational programming o Creates ability to host local sports tournaments
• Elevated Running Track provides multi-generational programming opportunity and space for functional fitness training
Agenda Item 3.A
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• Bouldering Wall (high community priority) adds additional programming opportunities • Total Project Cost Range = $64.8 million - $70.2 million The inclusion of a third court in the gym, a bouldering wall and/or an elevated running track will enhance the programming opportunities for the f acility and likely increase cost recovery.

Although a full operational analysis has not yet been completed on the MGRC, it is important to note that industry standard for cost recovery on similar faci lities is 25-35% of operating costs.

El Pescadero Park Improvements
Based on previous City Council direction, El Pescadero Park was also evaluated through the Schematic Design process and a conceptual design for the site was created in conjunction with the MGRC.

Existing Conditions at El Pescadero Park (14.62-acre Community Park) The current park inventory includes a dog park, a playgr ound, a restroom building, a 1/2 basketball court, a skate park, open lawn areas, a designated parking lot, and vehicular access to the parking lot from Grant Line Road.

In recent years, the park has sustained a higher level of wear of tear due to the ongoing unsheltered encampment. Much of the irrigation infrastructure within the park has been impacted by this activity and large areas of lawn have fallen into disrepair. Additionally, the restroom building
and parking lot has seen an uptick in heavy usage in recent years. • Cora K-9
Dog Park – at least 30 years old with some minor improvements in recent years from local non-profits. Heavily used without irrigation and drainage infrastructure to support the use.
• Playground – features 2-5 and 5-12 age specific play areas and is halfway through its useful life (approximately 8 years old). ADA accessibility could be improved. • Restroom – approximately 7 years old and in need of some minor enhancements (painting, fixture replacement, etc.).
• Basketball Court – the half court is approximately 8 years old and could benefit from a new hoop and sport court surfacing.
• Skate Park – constructed in 1999, this 23-year-old skate park is quite dated which affects the utilization.
• Landscaping – the park has +/- 140 existing trees. The park landscaping has suffered in recent uses due to failing irrigation infrastructure and encampment activities in the park. • Parking Lot – oddly configured, this area does not function well and has experienced heavy usage in recent years due to activity in the park.

Communi
ty Preferences for Park Program
As discu
ssed in a previous staff report, the community workshops for the MGRC also capture feedback quality feedback on park programming.

Recap of
top community priorities for the park:

1. Splash Pad

2. Fitness Loop
Agenda Item 3.A
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3. Children’s Play Area

4. Skating

5. Picnic (Pavilion)

6. Dog Park

7. Play Courts

8. Educational Opportunities (STEM)

9. Nature Exploration
Vehic
ular Circulation
El
Pescadero Park’s existing parking lot has capacity for 58 standard stalls. Additional parallel parking for approximately 25 vehicles is possible on Kavanaugh Avenue. The conceptual design for the park and MGRC reconfigures the existing parking lot to improve efficiency of traffic flow, expands parking capacity, creates a drop off area near the building, and creates a vehicular connection up to Kavanaugh Avenue. The proposed parking expands on-site parking to +/- 190 vehicles and retains parallel parking for approximately 25 vehicles on Kavanaugh Avenue. This configuration creates 110 stalls for the MGRC, 50 stalls for the park, and 10 stalls for Tracy Interfaith Ministries. The current ground lease between the City of Tracy and Tracy Interfaith Ministries includes a provision for the City to provide non-exclusive use of the park parking lot to Tracy Interfaith.

Pedest
rian and Bike Circulation
The exis
ting park has a very simple pedestrian circulation system with no walking loop and no bike facilities. There is an existing Class III bikeway on Kavanaugh Avenue and a Class II bikeway on Grant Line Road. The conceptual design envisions a Promenade creating a strong pedestrian and bikeway connection north and south through the park. The Promenade will be a multi-use path featuring a Class I bikeway. This element can be funded using Transit Funds as it will be expanding the City’s existing bike system network. In addition to the Promenade, the park will feature multiple opportunities for walking loops and soft-surface paths (ie. nature walks).

Surf
aces & Tree Canopy
The concept
ual design is aligning with sustainability principles of the MGRC by reducing the amount of non-functional lawn within the park as well as increasing biodiversity through the use of drought tolerant native and ornamental plants and trees. Stormwater treatment areas are also being created throughout the park to capture stormwater runoff and treat it using vegetative swales and basins. Also of note, the park currently has approximately 140 trees and the conceptual design will be increasing that amount to approximately 250 trees with a goal of protecting at least 50 of the healthiest trees. A full arborist report will be completed for the park during the Design Development phase.

El
Pescadero Park Conceptual Design Features (See Attachment B for visual) The concept
ual design for the park carefully considers the condition of each existing amenity and strives to meet as many of the expressed community preferences as possible. In general, the park will have all existing landscape areas and amenities addressed. Below is a list of features.

Agenda Item 3.A
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1. North-Sou
th Promenade – Tree lined main pedestrian/bike path, secondary walkways

2. Monument Signs – entry monument at main and neighborhood promenade entry

3. Parking and Drop Off – New +/- 200 spaces and drop off area

4. Pavilion – Multifunctional shade structure: stage/outdoor community room/picnic area

5. Playground and Splash Pad – Existing playground to remain, upgrade surfacing, add 1,500 square foot splash pad

6. Dog Park – New dog park with fencing, sitting area, drinking fountain and dog play amenities

7. Skate Park – New skate park with fencing, sitting area and drinking fountain

8. Basketball Court – Existing court to remain, upgrade surfacing and hoop

9. Stormwater Gardens – Meandering stormwater swale gardens

10. Nature Walks and Fitness – Decomposed granite walks, sitting areas and fitness stations

11. Planting – New planting for the entire park

12. CMU Block Wall – Existing capital project with funding

13. Public Art – multiple locations throughout the park El Pescadero Park Improvements Budget
As designed, the conceptual design for El Pescadero Park has a total project cost range of $15 million to $17 million. There are a few key assumptions with this estimated cost. First, it should be noted that part of this cost includes some parking lot and traffic improvements that are not included in the MGRC cost estimate. Second, the costs for the park improvements and the MGRC assume that this is one construction proj ect. One construction project simplifies the proce
ss and reduces project costs for construction documentation, contractor mobilization/demobilization and construction management services.

Staff is recommending that this park project be funded using two funding sources. The North- South Promenade is eligible for Transit (TDA) Funds at a cost of approximately $1,200,000.

General Fund reserves would pay for the remainder of the project to address existing conditions and reactivate
the park in conjunction with the MGRC at approximately $13.8 million to $15.8 million.

Staff is r equesting that the City Council, by resolution, incorporate all the improvements ident
ified in the El Pescadero Park conceptual design into the MGRC CIP 78178 and supplement the project budget with an additional $15,800,000 from General Fund Reserves.

Project Budget Analysis
Depending on City Council direction, the total project budget will vary.

Item Cost Range
MGRC
• Cost Option 1 $56.7 million - $60.8 million
• Cost Option 2 $60.8 million - $64.8 million
• Cost Option 3 $64.8 million - $70.2 million
*El Pescadero Park Improvements $15.0 million - $17.0 million Agenda Item 3.A
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Total Combined Project Budget Range $71.7 million - $87.2 million Committed MGRC Budget (CIP 78178) $31 million (Measure V) Committed MGRC Budget (CIP 78178) $5 million (Grants)
Committed MGRC Budget (CIP 78178) $4 million (Community Benefit) Uncommitted MGRC Measure V funds $9 million
New Eligible Development Impact Fees $9 million
*New Transit (TDA) Funds $1.2 million
*New General Fund Capital Reserves for
El Pescadero Park Improvements
$13.8 million - $15.8 million
Project Shortfall Range $0 million – $9.2 million
*These costs based on recommendation of modifying CIP 78178 to include El Pescadero park improvements.

The current project budget for MGRC (CIP 78178) is $40,000,000 which includes the following funding sources:
• $31 million Measure V (Lease Revenue Bond) (Resolution #2022-087) • $5 million State Specified Grant (Resolution #2022-085) • $4 million public benefit money (Resolution #2022-085) The $40 mi
llion budget for the MGRC was established in October of 2017 when the City Council provided direction to staff to move forward with multiple Measure V priority projects and has not been reassessed since that time. The original $40 million budget was funded fully through Measure V. Over the last two years, City’s project received $9 million in funding through a State grant ($5 million) and a community benefit payment ($4 million). The Project budget (CIP 78178) remained set at $40 million as the project entered into the design phase, which only committed $31 million of the Measure V funds. The City has $9 million in uncommitted Measure V assigned to this project as a result of the grants and community benefit funding. Depending on the direction provided by the City Council, the budget may require the commitment of the remaining $9 million. In addition, the Project, as designed with office, library/community, and Police substation spaces, is eligible for approximately $8 million to $12 million in developer impact fees and will be considered outside the Measure V funded project.

This
Project’s cost estimations, like most capital project budgets, have been heavily impacted by inflation in recent years which has been an ongoing topic of discussion. The range in pricing reflects assumptions of inflation based on projected construction timelines.

Poss
ible options to address the project shortfall include:
• Increase bond financing
• Proceed with Cost Option 1 or 2 for MGRC
• Continue seeking grants
Next
Steps
Once
direction is received from Council, staff will return to the City Council with a professional services agreement (PSA) to address the expanded scope for the MGRC including park improvements identified in the El Pescadero Park conceptual design. The project budget range shown in this report includes a percentage of the project budget for expansion of required design services. Once a PSA is approved by Council, the project will immediately move into the Agenda Item 3.A
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design development phase.

It
should also be noted that staff must also procure services for the following professional services related to the construction of the MGRC: Construction Management Services, LEED Services and Building Commissioning Services, which are all factored into the current project cost range listed in the report.

PUBL

IC OUTREACH/ INTEREST
Publi
c outreach was described in more detail at the July 5, 2022, City Council Regular Meeting, however a quick summary is listed below for reference:
• Comm
unity Workshop 1 – April 6, 2022, at Tracy Community Center (+/- 40 attendees) • Community Workshop 2 – May 4, 2022, at North School (+/- 120 attendees) • Arts Commission – July 12, 2022, at The Grand Theatre • Parks & Community Services Commission – September 1, 2022, at City Council Chambers
COORDI
NATION
The MGRC p
roject has an established Steering Committee, as well as an Executive Committee. The Steering Committee meets very regularly and consists of LPA and City staff from both Parks & Recreation and Utilities & Operations departments. The Executive Team meets quarterly and consists of LPA, Tracy Unified School District and City staff from the following departments: City Manager’s Office, Finance, Parks & Recreation, Police, and Utilities & Operations. There is also ongoing coordination with Tracy Interfaith Ministries and South County Fire Authority since both entities occupy space within El Pescadero Park.

CEQA

DETERMINATION
The envir
onmental and traffic consultants for the MGRC project have been secured as sub- consultants under LPA’s contract. Some of that work has begun, but the bulk of the CEQA work will begin once the City Council provides direction on the scope and scale of the project.

FISC

AL IMPACT
Staf
f is requesting an appropriation of $15,800,000 from General Fund Reserves to the Multi- Generational Recreation Center project (CIP 78178) to incorporate improvements to El Pescadero Park. Additional fiscal impacts to the City will vary depending on City Council direction on the MGRC options. Staff will return to Council when design of selected options is complete to review the anticipated project budget shortfall and funding options.

STRAT

EGIC PLAN
This
agenda item supports the City of Tracy’s Quality of Life Strategic Priority, and specifically implements the following goals:

Goal
2: Facilitate the Completion of Measure V Amenities; Objective 2: Advance Measure V amenity planning.

Agenda Item 3.A
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ACTION

REQUESTED OF THE CITY COUNCIL
Staff recommends that the City Council (1) receive an informational report regarding the concept, design, and cost options of the Multi-Generational Recreation Center (CIP 78178), and (2) adopt a Resolution authorizing an appropriation in the amount of $15,800,000 from General Fund Reserves for the Multi-Generational Recreation Center (CIP 78178) to incorporate improvements to El Pescadero Park.

Prepared by: Richard Joaquin, Parks Planning & Development Manager Reviewed by: Brian MacDonald, Parks and Recreation Director Sara Cowell, Interim Finance Director
Karin Schnaider, Assistant City Manager
Approved by: Michael Rogers, City Manager
Attachments:
• Attachment A – Building Concepts, Floor Plan, and Program Narrative • Attachment B – El Pescadero Park Conceptual Plan
• Attachment C – PowerPoint Presentation
ATTACHMENT "A"
ATTACHMENT "A"
Multi-Generational Recreation Center Programming Narrative • Gymnas
ium – As the City Council’s #1 program priority, the gymnasium (gym) is the primary program for the facility and accounts for the largest allocation of square footage within the building. This space has been designed to accommodate two or three high school-sized basketball courts without major implications to the design of the rest of the building. Estimated capacity for a 2-court gym ranges from 25 people to 400 people and up to 600 people for a 3-court gym. This space also features a spectator seating area for approximately 150+ people, dedicated storage areas and an elevated running track.

Recreation programming within the gym may include basketball, volleyball, pickleball, futsal, ballroom dancing, E-sports, four square, and badminton. The gym can also be used for community event space and serve as a community emergency cooling space. The elevated running track was a popular amenity through the community outreach process and adds significant multi-generational programming opportunities to the MGRC. • Outdoor Amenities – The City Council’s #2 program priority is outdoor amenities. The MGRC features two outdoor spaces on the first floor: a 1,500-square-foot patio and a 4,500- square-foot gathering courtyard. On the second floor, the building design features a 500- square-foot outdoor deck overlooking the entry area and park. These are flexible spaces that allow the indoor programming to bleed into an outdoor environment, while also creating opportunities for unique outdoor programming such as after school programs, movies in the courtyard, health and wellness programs, and/or other community events. The conceptual design for El Pescadero Park also provides another layer of outdoor amenities which will be described in more detail later in the report.
• Multi-Purpose Space – The MGRC includes 2,177 square feet of multi-purpose space. An operable wall divides the room into two spaces, maximizing flexibility. Each space opens up to the outdoor patio via an accordion-style nana wall. Multi-purpose space was the City Council’s #3 program priority, and the design provides opportunities for a variety of multi- generational health and wellness programming such as tai chi, piyo strength, zumba, tabata fitness, self-defense and personal violence prevention, yoga, and more. • Makers Space (Library) +Education Space –The City Council’s #4 program priority space focuses on Science, Technology, Engineering, and Math (STEM) programming. The MGRC features an 824-square-foot technology area, a 784-square-foot makers space, and an 813- square-foot teen lounge. This community space will provide educational opportunities through such programs as academic tutoring, robotic car design, video game design, Young Engineer’s programs, teen/youth clubs for books and gaming, and other technology camps. • Lobby/Lounge Space – The 3,000-square-foot lobby functions as access control via a reception area, but also provides programming opportunities. The focal point of the lobby is a large bouldering wall, which was the community’s top item of interest during public outreach. The lobby also features a staircase to the second floor of the building and track, as well as seating and programming space. Just off the lobby is a reception area with two dedicated offices for staff actively managing the facility and storage for equipment that can be checked out from the reception area.
• Warming Kitchen – The MGRC features a roughly 400-square-foot warming kitchen, which is a shift from previous discussions with the City Council. A teaching kitchen was the City Council’s lowest program priority. This element was simplified to a warming kitchen due to low interest in a teaching kitchen from the community outreach process, the substantial costs associated with constructing the teaching space, and the desire to better align with other programming in the building. Staff and LPA believe a warming kitchen will satisfy the needs of this facility and allow funds to be shifted to other program priorities. • Parks & Recreation Office Suite & Police Department Office – During the community ATTACHMENT "A"
outreach process, there was an overwhelming response to reactive El Pescadero Park. The community also expressed concern as to how the City was going to prevent the park from becoming unsafe after the MGRC project is complete. One common thread in safer parks is that the level of activity within that park is generally high. In the short-term, capital investment in the park is a great strategy to increase activity (i.e.. enhancing existing amenities, building new amenities, improving lighting, aesthetics, etc.). In the long-term, the park must remain active through a variety of programming and an enhanced level of observation. This can be achieved through the incorporation of office space for both the Parks & Recreation Department and the Police Department at this facility. This strategy also supports key findings in the Citywide Public Facilities Master Plan regarding the shortage of existing space for the Parks & Recreation Department staff and other departments at City Hall. The MGRC would be the new home of Parks & Recreation and further implements the department’s strategic plan. This office suite would include private offices, open office space, two conference rooms, a copy area and a break room. Secondarily, the creation of a 350-square-foot Police Department office space near the main entrance of the facility puts a heightened focus on public safety at the MGRC and within El Pescadero Park. The Police office space would support the PAL (Police Activities League) program, the Community Preservation Unit and the Drug Abuse Resistance (D.A.R.E.) program, as well as support officers doing reports in a remote location.
• Pavilion – The pavilion is a fully integrated architectural feature extending off the primary building. This is a critical element for orientating the community to the primary entrance of the facility. Also, this large, shaded space within the park creates a significant community gathering area, providing opportunities for picnicking, lounging, event space, and more. It is also located immediately adjacent to a large flexible lawn area supporting spectator opportunities.

Als
o of note, the building program includes circulation spaces, an elevator, three sets of stairs, utility and custodial areas, various storage areas, and restroom facilities.

ATTACHMENT "A"

EL PESCADERO PARK

CONCEPTUAL PLAN
ATTACHMENT "B"

PROVIDE DIRECTION ON SCOPE AND

BUDGET FOR THE MULTI-GENERATIONAL

RECREATION CENTER INCLUDING

IMPROVEMENTS TO EL PESCADERO PARK
October 18, 2022
ATTACHMENT "C"
2 OVERVIEW
• Project Schedule
• MG
RC Concept + Program
• Park Concept
• Project Budget Analysis
• Next Steps
• Q&A
Project Schedule
3 MGRC Concept + Program
4 MGRC Program
5 BUILDING PROGRAM
• Gymnasium*
• Outdoor Amenities*
• Multi-Purpose Space*
• Make Space (Library) +
Education Space*
• Lobby/Lounge*
• Warming Kitchen
• Parks & Rec Offices
• Police Office
• Indoor Running
Track**
• Bouldering Wall**

SECTION DIAGRAM
* Council Priority
** Community Priority
MGRC Concept
6 Conceptual View of MGRC Entry Space
MGRC Concept
7 Conceptual View of MGRC in El Pescadero Park
MGRC Concept
8 Conceptual View of El Pescadero Park from Grant Line Road MGRC Concept
9 GROUND FLOOR

BOULDERING
WALL
MGRC Concept
10 SECOND FLOOR
MGRC Concept Images
11 MGRC Cost Options
12 COST OPTION 1
Total Building GSF = 31,152
• 2 Court Gym
COST OPTION 2
Total Building GSF = 37,392
• 2 Court Gym
• Add
Running Track
• Add Bouldering Wall
COST OPTION 3
Total Building GSF = 46,692
• 3 Court Gym
• Enlarged Running Track
• Bouldering Wall
Included

COST RANGE
$56.7M - $60.8M

COST RANGE
$60.8M - $64.8M

COST RANGE
$64.8M - $70.2M
MGRC Cost Options
13 COST OPTION 1
2 Court Gym
• 400-person community
banquet capacity
• 150 Spectator Seating
COST OPTION 2
2 Court Gym
• 400-person community
ban
quet capacity
• 150 Spectator Seating
Ele
vated Running Track
• Expanded Multi-Gen
Programming
• Space for Functional Fitness
Programming
Bouldering Wall
• Community Priority
• Additional Programming
Opportunities
COST OPTION 3
3 Court Gym
• 600-person community banquet
cap
acity
• 200 Spectator Seating
• Added Flexibility for Multi-Spor t
and Multi-Gen Programming
• Added Ability for Local Sports
Tour
naments
Enlarged Elevated Running Track
• Expanded Multi-Gen
Pr
ogramming
• Space for Functional Fitness
Pro
gramming
Bouldering Wall
• Community Priority
• Additional Programming
Opportunities
Park Concept
14 El Pescadero Park Conceptual Plan
15 MGRC
El Pescadero Park Conceptual Plan
16 COST RANGE
$15.0M - $17.0M
Project Budget Analysis
17 Project Budget Analysis
18 ITEM COST RANGE
MGRC
• Cost Option 1 $56.7 – $60.8 million
• Cost Option 2 $60.8 – $64.8 million
• Cost Option 3 $65.3 - $70.2 million
*El Pescadero Park Improvements $15.0 – $17.0 million
TOTAL COMBINED PROJECT BUDGET RANGE $71.7 – $87.2 million Committed MGRC Budget (CIP 78178) $31 million (Measure V) Committed MGRC Budget (CIP 78178) $5 million (Grants)
Committed MGRC Budget (CIP 78178) $4 million (Community Benefits) Uncommitted MGRC Measure V Funds $9 million
New Eligible Development Impact Fees $9 million
*New Transit (TDA) Funds $1.2 million
*New General Fund Reserves for El Pescadero Park Improvements $13.8 - $15.8 million PROJECT SHORTFALL RANGE $0 – $9.2 million
Existing MGRC Budget - $40 million
• $31 million Measure V (LRB)
• $5 million State Specified Grant
• $4 million public benefit money
Options to Address Project Shortfall
• Increase Bonding
• Proceed with Cost Options 1 or 2
• Continue Seeking Grants
Established in 2017
*These costs are based on recommendation of modifying CIP 78178 to include El Pescadero Park improvements 19 Next Steps
• Staff to return to City Council with
Pr
ofessional Services Agreement (PSA)
to address expanded scope
• Once PSA is approved, project moves to
Design Development Phase
• Additional PSA’s needed for
Construction Management Services,
LEED Services, and Building
Commissioning Services
QUESTIONS?
20 APPROVED AS TO FORM AND LEGALITY
________________________
CITY
ATTORNEY’S OFFICE

TRACY CI

TY COUNCIL
RESOL
UTION NO. _______________

AUTHORI
ZING AN APPROPRIATION IN THE AMOUNT OF $15,800,000

FROM GENERAL FUND RESERVES FOR THE MULTI-GENERATIONAL
RECREATION CENTER (CIP 78178) TO INCORPORATE IMPROVEMENTS

TO EL PESCADERO PARK
WHEREAS, in 2018, the Tracy City Council approved the Multi-Generational Recreation Center (MGRC) as a major amenity that would be funded by Measure V sales tax revenue, providing a space to serve a broad spectrum of the City of Tracy’s demographics, including families, teens, seniors and commuters, and allocated $4 million to a capital improvement project for planning and design (Resolution No. 2018-0 43); and WHEREAS, in early 2021, the City Council approved a new plan for Measure V projects, including prioritizing the MGRC; and
WHEREAS, the MGRC project also received $5 million in State grant funding and $4 million in public benefit money; and
WHEREAS, on August 31, 2021, the City Council provided direction to focus on a community recreation center that served Tracy residents and to conduct further analysis of Joseph Ceciliani Park and one other site, to be determined, for the future MGRC; and WHEREAS, on
February 15, 2022, the City Council approved a Professional Services Agreement
with LPA, Inc., a California Corporation (LPA), to lead site feasibility studies as well as the design and development of construction documents for the MGRC (Resolution 2022-019)
; and
WHEREAS, on July 5, 2022, the City Council declared El Pescadero Park (Resolution No. 2022-015) as the site location for the MGRC, and provided direction to begin conceptual design of El Pescadero Park to address the condition of the park in association with the MGRC improvements;
and
WHEREAS, a budget augmentation is necessary in order to address and complete improvements
to El Pescadero Park for the MGRC project; now, therefore, be it RESOLVED: That
the City Council of the City of Tracy hereby adopts the Recitals as findings; and be it
FURTHER RESOLVED: That the City Council hereby approves a budget augmentation in the
amount of $15,800,000 from the General Fund Reserves for the Multi- Generational Recreation Center (CIP 78178) to incorporate improvements to El Pescadero Park.
2 * * * * * * * * * * * * * *
The foregoing Resolution 2022-_____ was adopted by the Tracy City Council on __________, by the following vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTENTION: COUNCIL MEMBERS:
___________________________________________
NANCY D. YOUNG
Mayor of the City of Tracy, California
ATTEST:

ADRIANNE RICHARDSON
City Clerk and Clerk of the Council of the
City of Tracy, California
Resolution 2022-

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Tracy City CouncilOctober 18, 2022

Tracy City Council
October 18, 2022