Union City City Council
July 14, 2026

July 14, 2026 | 5:30 PM Page 1 of 5
City Council
Special Meeting Agenda

NOTICE AND AGENDA

CITY OF UNION CITY

CITY COUNCIL

SPECIAL MEETING
GARY SINGH, Mayor
JAIME PATIÑO, Vice Mayor (District 2)
LANCE NISHIHIRA, Councilmember (District 1)
JEFF WANG, Councilmember (District 3)
SCOTT SAKAKIHARA, Councilmember (District 4)
Tuesday, July 14, 2026 | 5:30 PM
City Hall – Tom Kitayama City Council Chambers
34009 Alvarado-Niles Road, Union City, CA 94587

LIVE CAPTIONS, TRANSLATION & INTERPRETATION AVAILABLE
English Live Captions | Español | Tagalog | 中文 | Tiếng Việt Scan the QR code or visit attend.wordly.ai/join/QDRM-0110 to:
• View live English closed captions
• View translated captions
• Listen to interpretation audio
• Select your preferred language
Español: Escanee el código QR para seleccionar su idioma y acceder a subtítulos o interpretación en tiempo real.

Tagalog: I-scan ang QR code upang piliin ang inyong wika at gamitin ang live caption o interpretasyon.
中文: 扫描二维码选择语言，并获取实时字幕或口译服务。
Tiếng Việt: Quét mã QR để chọn ngôn ngữ và sử dụng phụ đề hoặc phiên dịch trực tiếp.

Live captions and interpretation are provided to improve accessibility and language access for meeting participants.

NOTICE OF PARTICIPATION PURSUANT TO GOVERNMENT CODE § 54953(b) Vice Mayor Patiño will participate in the meeting via teleconference from the site listed below. The meeting agenda will be posted on the publicly accessible teleconference site. Anyone wishing to address the Council from the teleconference site may do so.

July 14, 2026 | 5:30 PM Page 2 of 5
City Council
Special Meeting Agenda
Location:

Intercontinental Hotel – Downtown Los Angeles
900 Wilshire Boulevard
Los Angeles, CA 90017 United States
213 688-7777

1. CALL TO ORDER

2. ROLL CALL

3. ORAL COMMUNICATIONS - Comments Limited to Items on the Special Meeting Agenda

4. PROCLAMATIONS AND PRESENTATIONS

4.1. Proclamation Recognizing July 2026 as Park and Recreation Month

4.2. Presentation on Information Technology Department 2022 - 2027 Strategic Roadmap Update

5. CONSENT CALENDAR
All items listed under the Consent Calendar are considered routine and will be approved together with one motion. If any item requires discussion, it will be removed from the Consent Calendar and discussed separately.

5.1. Approve the June 23, 2026 City Council Regular Meeting Action Minutes

5.2. Adopt a Resolution Approving the Installation of a Peace Pole at the International Sister Cities Plaza in Old Alvarado Park

5.3. Adopt a Resolution Approving a Five-Year Software as a Service Agreement with CentralSquare Technologies for the Community Development and eTRAKiT Online Permitting System, for a Total Cost of $431,788.50 for the One-Time Implementation and Recurring Annual Subscription, Authorizes the City Manager to Execute the Purchase Agreement, and Carry Forward and Increase the FY2026-2027 Budget by $140,000 for this Project

5.4. Adopt a Resolution Approving the Award of a Contract to American Mechanical, Inc., in the Amount of $493,230, and Approving a Total Installation Budget in the Amount of $517,892, for the City Hall – Data Center Battery Back Up & AC Repairs, City Project No. 23-16

5.5. Adopt a Resolution Approving the Award of a Construction Contract to Five Brothers Absolute, in the Amount of $166,900, and Approving a Total Construction Budget in the Amount of $200,280, for Library Roof Modernization, City Project No. 26-21

5.6. Adopt a Resolution Approving the Final Map and Subdivision Improvement Agreements for Tract 8251 – Station East Phase 1 (Lennar Homes of California, LLC) at 700 Decoto Road

5.7. Adopt a Resolution Approving Union City Transit Fall 2026 Service Changes Effective Saturday, August 8, 2026

6. CLOSED SESSION (Starting No Earlier than 6:00 PM)
July 14, 2026 | 5:30 PM Page 3 of 5
City Council
Special Meeting Agenda

6.1. Public Employee Performance Evaluation (Government Code Section 54957)
Title: City Manager

7. REPORT OUT OF CLOSED SESSION

8. ADJOURNMENT

MEETING INFORMATION
The City Council is authorized to take action only on items listed on this agenda. Public comment is welcomed and encouraged on agenda items and on matters within the City Council's subjectmatter jurisdiction during the designated public comment period.

Regular City Council meetings are held in person on the second and fourth Tuesday of each month at 7:00 p.m. in the Council Chambers, City Hall, 34009 Alvarado-Niles Road, Union City, CA 94587.

Meetings are broadcast live on UCTV Channel 15 and live-streamed on the City's website:
https://bit.ly/3x9mEiR.

Public Records:

Documents related to agenda items are available for review on the City's website at https://www.unioncityca.gov or during business hours at the City Clerk's Office, 34009 AlvaradoNiles Road, Union City, CA 94587.

Accessibility and Accommodation Requests:

If you require disability-related modification or accommodation, including auxiliary aids or services, to participate in this meeting, please contact the City Clerk's Office at (510) 675-5448 or [email protected] at least 72 hours before the meeting. The City will make reasonable efforts to accommodate requests received after that time. Closed captioning is available for regular City Council meetings.

ADDRESSING THE CITY COUNCIL
In-Person Public Comment:

Members of the public may address the City Council on any agenda item or during the Public Input portion of the meeting. Speaker cards are requested to assist with meeting administration but are not required for public comment. Providing a name, city of residence, mailing address, or other identifying information is voluntary. If you would like a follow-up from the City, please provide contact information.

Written Comment:

To submit written comments on an agenda item or during Public Input, please email [email protected]. Include "Public Comment" in the subject line and reference the agenda item number, if applicable. Written comments will be forwarded to the City Council and made publicly available.

REMOTE ATTENDANCE AND PUBLIC COMMENT
City Council meetings may be observed remotely through Zoom. Beginning July 1, 2026, pursuant July 14, 2026 | 5:30 PM Page 4 of 5
City Council
Special Meeting Agenda
to Senate Bill 707 and California Government Code sections 54953.4 and 54954.3, members of the public may also provide public comment in real time either in person or remotely through the two-way audiovisual platform or two-way telephonic service identified below. Remote public commenters will receive the same time allotment as members of the public commenting in person.

Join Online: http://citycouncil-live.unioncity.org
Direct Zoom Link:
https://unioncity-org.zoom.us/j/83271719037?pwd=rrD6hA9Be9kmowKVtZxBG1khdLegtM.1 Webinar ID: 832 7171 9037
Zoom Passcode: &ejwaZ9P
Join by Telephone: +1 408 638 0968
Telephone Passcode: 06932153
Remote Public Comment:

To provide public comment remotely, use the "Raise Hand" feature on Zoom or press *9 if participating by telephone. When called upon, the speaker will be unmuted and given the allotted time to speak. Telephone participants may press *6 to mute or unmute themselves when called to speak. Remote speakers must be present in the Zoom or telephone queue when called.

Remote participants are responsible for ensuring that they are connected and able to hear the meeting.

Remote Access Disruption:

The City Council adopted the City of Union City SB 707 Meeting Disruption Policy by Resolution No. 2026-060 on May 12, 2026. If a disruption of telephonic or internet service prevents remote attendance, observation, or public comment, the City Council will follow the adopted policy. The policy may require the open session to be recessed while the City makes good-faith efforts to restore service. If service is not restored, the City Council may continue only after making the required roll-call findings, as applicable.

Technical Assistance:

Meeting staff will monitor remote access during the meeting. If you experience remote access issues during the meeting, please notify the Zoom host as soon as possible.

CITY COUNCIL NORMS AND GUIDELINES
(Resolution No. 6129-23; Adopted May 23, 2023)
The Union City Council abides by the following norms:

1. We conduct ourselves in a professional manner, treat everyone with respect, and act with high integrity, always putting the interests of the City of Union City ahead of self-interests in accordance with our code of ethics.

2. We respect the Council-Manager form of government, and do not interfere with the City Manager's role or any professional duties of City staff.

3. We recognize that matters of confidential nature are to be kept private and undisclosed.

4. We respect each other's opinions and are supportive of each other's work advocating for the City, and we ensure that all voices are heard. We do not criticize others for having a different point of view, and we agree to disagree respectfully.

July 14, 2026 | 5:30 PM Page 5 of 5
City Council
Special Meeting Agenda

5. We understand that the City Council acts as a body, all members are equal, and policy direction is only given by a majority vote of the City Council. Once a decision is made, all members of the City Council must respect the City Council's direction.

6. We will be prepared for City Council meetings and ask our questions of the City Manager in advance so we can avoid surprising City staff at meetings.

7. We do not criticize City staff publicly or to others and will refrain from directing them. Instead, we will take our concerns and questions privately to the City Manager.

8. We will govern on an at-large basis, although elected by districts. We will maintain a citywide perspective and consider the needs and interests of the entire community.

9. We will continue to allocate resources based on long-term strategic priorities and efforts, with consideration of citywide service levels and financial capacity.

10. We understand customer service is the priority and each member of the City Council will help constituents regardless of the district in which they reside or from which a Councilmember themselves is elected.

11. We recognize the significant importance of attendance and participation at City Council meetings in proceeding with City business. All members of the City Council should endeavor to miss no more than two regular meetings per calendar year absent extraordinary circumstances. Members of the City Council should, absent unforeseen circumstances, provide a minimum of sixty days' notice to the City Council of planned absences during the Good of the Order or Items Referred by Council portion of the City Council agenda, as appropriate.

May these Council Norms be administered and enforced in the following manner:

1. Councilmembers have the primary responsibility to assure that ethical standards are understood and met by the Council, and that the public can continue to have full confidence in the integrity of government.

2. The Mayor and the Council have the responsibility to intervene when action of its members are in violation of Council Norms.

3. The City Council can review and revise the Council Norms as needed.

4. During City Council discussions, deliberations, and proceedings, the Mayor is designated with the primary responsibility to ensure that Councilmembers adhere to the Council Norms.

This notice and agenda were posted on the City's website and the City Hall bulletin board at least 24 hours prior to the meeting date, in compliance with the Ralph M. Brown Act. /s/Thai Nam Pham, MMC, CPMC
City Clerk
City Council Staff Report Page 1 of 1 July 14, 2026
Staff Report
Agenda Item No. 4.1
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Proclamation Recognizing July 2026 as Park and Recreation Month Prepared by: Thai Nam Pham, City Clerk
Submitted by: Thai Nam Pham, City Clerk
Attachments

1. Proclamation
6 of 270

CITY OF UNION CITY

PROCLAMATION

Recognizing July 2026 as
Park and Recreation Month
WHEREAS, parks and recreation staff, volunteers, and community partners throughout this country, including the City of Union City have an integral role in advancing this year’s Park and Recreation month theme which celebrates the Power of Connections, Play, Community, Nature, and Belonging through enrichment classes, recreation programming, youth sports, special events, public spaces, and other opportunities that that enrich lives and strengthen communities; and
WHEREAS, parks, recreation programs, community centers, and facilities foster relationship building, cultural exchange, civic pride, community bonding, healthy living, and lifelong learning; and
WHEREAS, we acknowledge and celebrate the dedication of our Community and Recreation Services (CRS) Department staff, volunteers, and partners who are the heart and creativity of the programs and services offered throughout our parks, facilities, and the City that serve the diverse interests and needs of community members of all ages; and WHEREAS, we also acknowledge the invaluable contribution of the Community and Recreation Services Maintenance and Public Works staff who are instrumental in maintaining, repairing, and enhancing the parks, community centers, and other facilities to ensure these spaces remain safe, welcoming, inclusive, and vibrant places where residents can gather, learn, play, and connect; and
WHEREAS, the City of Union City recognizes the long-term and overall benefits and value of parks, community centers, and recreation programs made possible by the collective work of our City departments.

NOW, THEREFORE, the City Council of the City of Union City does hereby proclaim July 2026 as National Parks and Recreation Month in the City of Union City.

DATED: July 14, 2026
GARY SINGH, Mayor
JAIME PATIÑO, Vice Mayor
LANCE NISHIHIRA, Councilmember
SCOTT SAKAKIHARA, Councilmember
JEFF WANG, Councilmember
7 of 270
City Council Staff Report Page 1 of 1 July 14, 2026
Staff Report
Agenda Item No. 4.2
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Presentation on Information Technology Department 2022 - 2027 Strategic Roadmap Update
Prepared by: Mario Vallejo, Director of Information Technology Submitted by: Mario Vallejo, Director of Information Technology Attachments

1. PowerPoint Presentation
8 of 270
Agenda Item 4.2.

July 14, 2026
Information Technology Department
2022-2027 Strategic Roadmap Update
9 of 270
2 Background
Feb 2022
Staff partnered with Management
Partners to develop the City’s fiveyear Technology Strategic Roadmap
Sep 2022
City Council adopted the roadmap
Jul 2026
Today, we are presenting a Year 4
progress update
10 of 270
3 Goals and Status
Goal A – Technology
These strategies ensure
the City has software and
digital tools to deliver
high-quality services.
21 Deliverables
65% Complete
Goal B –
Infrastructure
Enable Infrastructure to
house, maintain, and
connect the City’s IT
services.
7 Deliverables
86% Complete
Goal C –Training,
Staffing
Governance, policies, and
training that allow staff to
fully use and support new
technology being rolled
out.
10 Deliverables
90% Complete
11 of 270
Technology -
Enterprise Roadmap
2023
Q1 Q2 Q3 Q4
Agenda Management
One Meeting
Q3 2023
CM
2024
Q1 Q2 Q3 Q4
HR & Payroll System
Tyler HR Management
Q1 2024
HR
2025
Q1 Q2 Q3 Q4
Permitting System
ECD & PW Permitting and inspection platform
Q1 2025
E&P
2026
Q1 Q2 Q3 Q4
PW Ticketing
PW public request platform
2026
PW
Police Dispatch & Records system (CAD/RMS)
ProPhoenix
Q3 2023
PD
12 of 270
5 Infrastructure
Upgrades
• High-speed, secure
connectivity across all City sites
• Redundant network backbone
for reliability
• Direct Internet connectivity • Standardized building security systems
• Guest wireless for visitors
13 of 270
6 Training & Staffing
• Annual cybersecurity training for
employees
• Office 365 productivity workshops • AI education & safety training • Cybersecurity tabletop exercises • Senior scam awareness • Community outreach to local business for security best practices
14 of 270
7 Training Success
• Cybersecurity training completion rate above 90%
• Phishing click rates reduced from 10.3% to 4.4%
• Staff reporting of suspicious emails improved from 10% to 12.6% 15 of 270
8 Federal and State Mandates
Mandate Source Due Date
Open-Meeting Rule
Update to Brown Act CA Senate Bill 707 January 1, 2026
Title II Web & Mobile
Application
Accessibility
DOJ April 26, 2027
.GOV Domain CA Assembly Bill 1637 January 1, 2029
16 of 270
9 Artificial Intelligence in City
Operations • Automated review and accessibility
conversion for City website PDF
documents
• AI‑assisted document editing and
image creation
• AI tools enhancing cybersecurity
defense
• AI used in facility security
operations
• Eleven AI services approved for
safe and supported City use
17 of 270
10 Cybersecurity Enhancements
• Penetration testing by external
Consultant
• 24/7 Identity protection for all
employees
• Modern email-security and
centralized log monitoring
• Improved spoofing protection for
City email
• Enhanced authentication
measures to prevent
unauthorized access
18 of 270
11 Thank you. I welcome your questions.
19 of 270
City Council Staff Report Page 1 of 1 July 14, 2026
Staff Report
Agenda Item No. 5.1
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Thai Nam Pham, City Clerk
SUBJECT: Approve the June 23, 2026 City Council Regular Meeting Action Minutes

RECOMMENDATION
Staff recommends the Council approve the meeting minutes.

Prepared by: Thai Nam Pham, City Clerk
Submitted by: Thai Nam Pham, City Clerk
Attachments

1. Action Minutes
20 of 270

MINUTES

CITY OF UNION CITY

CITY COUNCIL / SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

REGULAR MEETING
GARY SINGH, Mayor
JAIME PATIÑO, Vice Mayor (District 2)
LANCE NISHIHIRA, Councilmember (District 1)
JEFF WANG, Councilmember (District 3)
SCOTT SAKAKIHARA, Councilmember (District 4)
Tuesday, June 23, 2026 | 7:00 PM
City Hall – Tom Kitayama City Council Chambers
34009 Alvarado-Niles Road, Union City, CA 94587

1. CALL TO ORDER
Mayor Singh called the meeting to order at 7:01 PM.

1.1. Pledge of Allegiance
Mayor Singh led the Pledge of Allegiance.

1.2. Roll Call
Attendance Attendee Name
Present Lance Nishihira, Councilmember
Scott Sakakihara, Councilmember
Jeff Wang, Councilmember
Jaime Patiño, Vice Mayor
Gary Singh, Mayor
Absent None

2. PROCLAMATIONS AND PRESENTATIONS

2.1. Presentation Recognizing New Haven School Foundation’s 2026 Earth Day Poster Contest Winners
New Haven Schools Foundation President Michael Ritchie presented the 2026 Earth Day Poster Contest winners: Ipsa P., Zoey Z., Vishvaa N., Aadhya D., and Myo A. The winners in attendance accepted their certificates. 21 of 270
June 23, 2026 | 7:00 PM Page 2 of 8
City Council / Successor Agency
Regular Meeting Minutes

2.2. Presentation on the 2026 Safe and Sane Fireworks Public Education and Outreach Plan
Management Analyst II Segarra provided the staff presentation and responded to questions from the Council. Police Department staff also responded to questions from the Council.

Following Item 2.2, Councilmember Sakakihara announced a disqualifying conflict of interest on Consent Calendar Item 4.5 because Allied Waste Services of North America, LLC made a contribution of more than $500 to his campaign for State Senate. He stated that he would recuse himself when Item 4.5 was considered.

3. ORAL COMMUNICATIONS
Mayor Singh opened Oral Communications. Desiré Aguilar Atken spoke on an item that was not on the agenda. There being no further speakers, Mayor Singh closed Oral Communications.

4. CONSENT CALENDAR
Motion: Approve Consent Calendar Items 4.1 - 4.4, 4.6 - 4.11, and 4.13 - 4.15.

RESULT: Pass
MOVER: Councilmember Sakakihara
SECONDER: Vice Mayor Patiño
AYES: Councilmembers Nishihira, Sakakihara, Wang, Vice Mayor Patiño, and Mayor Singh
NOES: None
ABSENT: None

4.1. Approve the June 9, 2026 City Council Special Study Session Action Minutes
Approved as part of the Consent Calendar.

4.2. Approve the June 9, 2026 City Council Regular Meeting Action Minutes Approved as part of the Consent Calendar.

4.3. Approve the June 16, 2026 City Council Special Closed Session Action Minutes
Approved as part of the Consent Calendar.

4.4. Adopt a Resolution Amending the City of Union City's Conflict of Interest Code Pursuant to the 2026 Biennial Review
Adopted as part of the Consent Calendar.

Enactment No.: Resolution No. 2026-086

4.5. Adopt a Resolution to Receive and Acknowledge the Annual Rate Adjustments for Solid Waste, Recycling, and Organics Collection Services, Effective July 1, 2026, Pursuant to Article 11 of the Franchise Agreements with Allied Waste Services of North America, LLC and Tri-City Economic 22 of 270
June 23, 2026 | 7:00 PM Page 3 of 8
City Council / Successor Agency
Regular Meeting Minutes
Development Corporation
Pulled from the Consent Calendar after Councilmember Sakakihara's statement of recusal at the beginning of the meeting.

4.6. Adopt a Resolution Approving the Newly Established Classification of Environmental Programs Technician, Updating the Classification and Compensation Plan to Include the Classification of Environmental Programs Technician, Approving a Side Letter, and Approving an Amendment to the Salary Schedule
Adopted as part of the Consent Calendar.

Enactment No.: Resolution No. 2026-087

4.7. Adopt a Resolution Approving an Amendment to Update the Class Specification for the Classification of Principal Civil Engineer Adopted as part of the Consent Calendar.

Enactment No.: Resolution No. 2026-088

4.8. Adopt a Resolution Approving an Amendment to Update the Class Specification for the Classification of Public Works Inspector Adopted as part of the Consent Calendar.

Enactment No.: Resolution No. 2026-089

4.9. Adopt a Resolution Authorizing the City Manager to Execute the First Amendment to Standard Services Agreement for the Master Contract No. 902171 from Alameda County Resources Connection Network, Youth Services Center Grant Fund to Youth and Family Services to Extend Youth Services and Increase Fund Allocation in the Amount of $293,720, for Fiscal Year 2026-2027
Adopted as part of the Consent Calendar.

Enactment No.: Resolution No. 2026-090

4.10. Adopt a Resolution Authorizing the City Manager to enter into a Second Amendment to the Consulting Services Agreement for Preparation of the Economic Development Strategic Plan with Strategic Economics, Inc., to Increase the Agreement Amount by $10,740 for a Total Not-to-Exceed Amount of $141,878.40
Adopted as part of the Consent Calendar.

Enactment No.: Resolution No. 2026-091

4.11. Adopt a Resolution Authorizing the City Manager to Execute the Second Amendment to the Service Agreement with Bay Area Tree Specialists, in the Not-to-Exceed Amount of $68,050, for a Total Not-To-Exceed Contract Amount of $705,250, and Approving a Total Not-to-Exceed Project Budget, Including Contingency, in the Amount of $821,250, for Tree Pruning and Removal
Adopted as part of the Consent Calendar.
23 of 270
June 23, 2026 | 7:00 PM Page 4 of 8
City Council / Successor Agency
Regular Meeting Minutes

Enactment No.: Resolution No. 2026-092

4.12. Adopt a Resolution Approving the Award of a Construction Contract to Galaxy Services dba Galaxy Heating & Air Conditioning, in the Amount of $138,800, and Approving a Total Construction Budget in the Amount of $140,878, for the Mark Green Sports Center AHU Replacement, City Project No. 26-20
Pulled out of the Consent Calendar by Mayor Singh

4.13. Adopt a Resolution Accepting a Donation from the Ponderosa Landing 2 Homeowner Association (HOA), in the Amount of $34,895, Increasing the Revenue Projections in the SB 1 Road Maintenance & Rehabilitation Fund by $34,895, and Appropriating the $34,895 to the SB 1 Road Maintenance & Rehabilitation Fund for the Construction of Cobblestone Medians West of Union City Boulevard at the Intersections of Both Regents Boulevard and Alvarado Boulevard as Part of the Union City Boulevard Bike Lanes Project, City Project No. 17-29
Adopted as part of the Consent Calendar.

Enactment No.: Resolution No. 2026-093

4.14. Waive Further Reading and Adopt an Ordinance of the City Council of the City of Union City Approving and Re-adopting a Military Equipment Use Policy as Stated in Chapter 2.62, “Military Equipment Use Policy” of the Union City Municipal Code in Compliance with Assembly Bill 481 Adopted as part of the Consent Calendar.

Enactment No.: Ordinance No. 2026-004

4.15. Waive Further Reading and Adopt an Ordinance Amending Chapter 2.06 “Campaign Contribution Limitations in Municipal Elections” of the Union City Municipal Code
Adopted as part of the Consent Calendar.

Enactment No.: Ordinance No. 2026-005

4.5. Adopt a Resolution to Receive and Acknowledge the Annual Rate Adjustments for Solid Waste, Recycling, and Organics Collection Services, Effective July 1, 2026, Pursuant to Article 11 of the Franchise Agreements with Allied Waste Services of North America, LLC and Tri-City Economic Development Corporation
Councilmember Sakakihara left the chambers.

Motion: Approve Consent Calendar Item 4.5.

RESULT: Pass
MOVER: Vice Mayor Patiño
SECONDER:Councilmember Nishihira
AYES: Councilmembers Nishihira, Wang, Vice Mayor Patiño, and Mayor Singh
24 of 270
June 23, 2026 | 7:00 PM Page 5 of 8
City Council / Successor Agency
Regular Meeting Minutes
NOES: None
ABSENT: None
RECUSED: Councilmember Sakakihara

Enactment No.: Resolution No. 2026-094
Councilmember Sakakihara returned to the chambers after the vote.

4.12. Adopt a Resolution Approving the Award of a Construction Contract to Galaxy Services dba Galaxy Heating & Air Conditioning, in the Amount of $138,800, and Approving a Total Construction Budget in the Amount of $140,878, for the Mark Green Sports Center AHU Replacement, City Project No. 26-20
The item was not considered. No action was taken.

5. PUBLIC HEARINGS

5.1. Conduct a Public Hearing, Confirm the Assessments and Order the Levy and Collection of Assessments for the Landscape and Lighting Assessment District No. 3 for Fiscal Year 2026-2027
City Engineer Cangco provided staff presentation. She and Finance Director Thai responded to questions from the Council.

Mayor Singh opened the Public Hearing at 7:32 PM. There being no speakers, Mayor Singh closed the Public Hearing at 7:32 PM.

Motion: Adopt a Resolution confirming the assessments and ordering the levy and collection of assessments for LLAD No. 3 for FY 2026–2027.

RESULT: Pass
MOVER: Councilmember Sakakihara
SECONDER:Councilmember Nishihira
AYES: Councilmembers Nishihira, Sakakihara, Wang, Vice Mayor Patiño, and Mayor Singh
NOES: None
ABSENT: None

Enactment No.: Resolution No. 2026-095

6. CITY MANAGER REPORTS

6.1. Adopt a Resolution Authorizing the City Manager to Execute a Five-Year Agreement with Axon Enterprise, Inc. for Continued Use of the Integrated Public Safety Technology Ecosystem in an Amount Not to Exceed $1,995,420.50
Police Lieutenant Mahaney provided staff presentation and responded to questions from the Council.

No speaker cards were submitted for this item.

Motion: Adopt a resolution authorizing the City Manager to execute a five25 of 270 June 23, 2026 | 7:00 PM Page 6 of 8
City Council / Successor Agency
Regular Meeting Minutes
year agreement with Axon Enterprise, Inc. for continued use of the Integrated Public Safety Technology Ecosystem in an amount not to exceed $1,995,420.50.

RESULT: Pass
MOVER: Vice Mayor Patiño
SECONDER:Councilmember Wang
AYES: Councilmembers Nishihira, Sakakihara, Wang, Vice Mayor Patiño, and Mayor Singh
NOES: None
ABSENT: None

Enactment No.: Resolution No. 2026-096

6.2. Adopt a Resolution Authorizing the City Manager to Enter Into a Consulting Services Agreement With First Carbon Solutions for Environmental Review Services and the Preparation of an Environmental Impact Report for the O’Connell Lane Residential Project
Economic and Community Development Director Campbell provided staff presentation and responded to questions from the Council.

No speaker cards were submitted for this item.

Motion: Adopt a resolution authorizing the City Manager to enter into a Consulting Services Agreement with First Carbon Solutions for Environmental Review Services and the preparation of an Environmental Impact Report for the O’Connell Lane Residential Project.

RESULT: Pass
MOVER: Vice Mayor Patiño
SECONDER:Councilmember Sakakihara
AYES: Councilmembers Nishihira, Sakakihara, Wang, Vice Mayor Patiño, and Mayor Singh
NOES: None
ABSENT: None

Enactment No.: Resolution No. 2026-097

6.3. Receive Report and Provide Policy Direction on Potential Ballot Measure for Voter Consideration at the November 2026 General Municipal Election Deputy City Manager Jennifer Phan provided the staff presentation and responded to questions from the Council. TeamCivX representative Charles Heath and Godbe Research representative Brian Godbe also responded to questions from the Council.

No speaker cards were submitted for this item.

Motion: Direct staff to prepare a ballot measure renewing the Utility Users’ Tax at the current 5% rate for nine years beyond its current expiration, effective January 1, 2029.

RESULT: Pass
26 of 270
June 23, 2026 | 7:00 PM Page 7 of 8
City Council / Successor Agency
Regular Meeting Minutes
MOVER: Vice Mayor Patiño
SECONDER:Councilmember Wang
AYES: Councilmembers Nishihira, Sakakihara, Wang, Vice Mayor Patiño, and Mayor Singh
NOES: None
ABSENT: None

6.4. Adopt a Resolution Approving First Amendment to Employment Agreement with Farooq Azim to Serve as Extra Help to the City Engineer City Attorney Kokotaylo provided staff presentation and responded to questions from the Council.

No speaker cards were submitted for this item.

Motion: Adopt a Resolution approving the First Amendment to the Employment Agreement with Farooq Azim to serve as extra help to the City Engineer for six months, with services limited to 214 hours. Staff may return to the City Council if additional hours are needed.

RESULT: Pass
MOVER: Vice Mayor Patiño
SECONDER:Councilmember Wang
AYES: Councilmembers Nishihira, Sakakihara, Wang, Vice Mayor Patiño, and Mayor Singh
NOES: None
ABSENT: None

Enactment No.: Resolution No. 2026-098

7. SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY
There were none.

8. ITEMS REFERRED BY COUNCIL
Vice Mayor Patiño reported attending the District Dialogue meetings.

Councilmember Sakakihara reported attending a Housing Authority of Alameda County Personnel Committee meeting, a Housing Authority of Alameda County Board meeting, a Patch Board meeting, District Dialogue meetings, and an Ava Community Energy Board meeting on June 17.

Councilmember Wang reported that the Youth Commission was on summer break and did not provide a report under this item.

Councilmember Nishihira reported attending the Alameda County Waste Management Authority Programs and Administration Committee meeting on June 11. He also reported upcoming meetings of the Alameda County Waste Management Authority Programs and Administration Committee on June 24; the New Haven Unified School District Joint Subcommittee on September 14; the Human Relations Commission on June 24; and the Alameda County Library Advisory Commission on July 1. He reported that no next meeting was scheduled for the Legislation and Policy Committee. 27 of 270
June 23, 2026 | 7:00 PM Page 8 of 8
City Council / Successor Agency
Regular Meeting Minutes
Mayor Singh reported attending the District Dialogue meetings.

9. GOOD OF THE ORDER
Vice Mayor Patiño reported attending a National Association of Latino Elected and Appointed Officials Board of Directors meeting on June 11, the On Lok ribbon-cutting event with Councilmember Wang, the Bilyonaryo News Channel event, the District 3 Dialogue meeting, the Mexican American Policy Alliance (MAPA) Advisory meeting, the Association of Bay Area Governments (ABAG) General Assembly on June 18, and a Hispanic Elected Local Officials (HELO) Board of Directors meeting. He also reported an upcoming Tiburcio Vasquez Health Center Board of Directors meeting on June 25 and that he would attend the wake for former Councilmember Pat Gacoscos. Vice Mayor Patiño requested that staff look into a possible crosswalk from the City Hall parking lot area toward the library and Ruggieri Senior Center; no formal action was taken.

Councilmember Sakakihara reported attending part of the ABAG General Assembly on June 18 and a vigil for former Councilmember Pat Gacoscos. He also announced that the funeral service for former Councilmember Pat Gacoscos would be held at Saint Anne Church on June 24 at 11:00 AM.

Councilmember Wang reported attending a Bilyonaryo News Channel event in Union City on June 11, the On Lok ribbon-cutting event with Vice Mayor Patiño, and three District Dialogue meetings.

Councilmember Nishihira reported attending all four District Dialogue meetings and stated that he would submit a summary report to the Council. Councilmember Nishihira requested an agendized staff presentation on the Ballfield Use Policy implementation, nonprofit verification, and allocation transparency. Council consensus was provided, and staff will schedule the item.

Mayor Singh reported attending a Bilyonaryo News Channel event in Union City.

10. ADJOURNMENT
Mayor Singh adjourned the meeting at 9:00 PM.

I HEREBY CERTIFY that the foregoing minutes were duly and regularly adopted at a special meeting of the City Council and Successor Agency to the Redevelopment Agency of the City of Union City on July 14, 2026.
/s/Thai Nam Pham, MMC, CPMC
City Clerk and Secretary to the Successor Agency
28 of 270
City Council Staff Report Page 1 of 4 July 14, 2026
Staff Report
Agenda Item No. 5.2
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Adopt a Resolution Approving the Installation of a Peace Pole at the International Sister Cities Plaza in Old Alvarado Park

EXECUTIVE SUMMARY
Staff recommends that the City Council adopt a resolution approving the installation of a Peace Pole at the International Sister Cities Plaza in Old Alvarado Park (3871 Smith Street, Union City, CA 94587).

Union City Friends of Sister Cities, in partnership with the Human Relations Commission (HRC), has raised and donated $4,200 to purchase and install a Peace Pole at Sister Cities International Plaza in Old Alvarado Park. The proposed Peace Pole will serve as a symbol of peace, friendship, cultural understanding, and international goodwill, reflecting the values embodied by Union City's Sister Cities program.

Acceptance of the donation will allow the City to proceed with installing the Peace Pole adjacent to the gazebo in the plaza.

STRATEGIC PLAN ALIGNMENT
This agenda item is in alignment with the following:

Goal E, Strategy 4: Communications and Outreach – Enhance the role boards and commissions play in communicating the City’s interests through training and routine engagement.

BACKGROUND
The City of Union City has maintained a longstanding commitment to fostering international friendship and cultural exchange through the Sister Cities program. In recognition of these efforts, the City dedicated the Sister Cities International Plaza at Old Alvarado Park as a gathering place that celebrates the community's international partnerships and cultural diversity.

Union City Friends of Sister Cities, a community-based organization born out of the Human Relations Commission, leads Sister Cities-related initiatives. Recently, 29 of 270
Agenda Item No. 5.2
City Council Staff Report Page 2 of 4 July 14, 2026
fundraising efforts were conducted to purchase and install a Peace Pole at the Sister Cities International Plaza at Old Alvarado Park. Peace Poles are internationally recognized monuments that promote peace and unity among people of all nations, cultures, and backgrounds.

The proposed Peace Pole, manufactured by Peace Pole Makers USA in Wassaic, New York, is being recommended to be installed near the gazebo within Sister Cities International Plaza at Old Alvarado Park. Standing 8 feet tall, the eight-sided octagonal pole is constructed of cedar and serves as a symbol of peace, friendship, and international understanding. The pole will feature the message "May Peace Prevail on Earth" in 16 languages, representing both Union City's Sister Cities and the diverse cultures reflected within the local community. It will also include a Braille plate, language description plates, and eight dedication plates. The languages proposed for the Peace Pole are listed in Boxes 1 and 2, with Box 1 identifying the languages of Union City's Sister Cities and Box 2 highlighting additional languages spoken throughout the Union City community.

Box 1

1. Philippines - Tagalog

2. Mexico - Spanish

3. India- Punjabi

4. China - Mandarin

5. Thailand - Thai

6. Afghanistan - Pashto

7. Nigeria - Yoruba

8. Pakistan - Urdu
Box 2

9. English

10. Japanese

11. Korean

12. Samoan

13. Vietnamese

14. Burmese

15. Cambodian

16. Portuguese
The Peace Pole will include eight dedication plates recognizing the community members whose generosity and support were instrumental in raising the funds needed to purchase and maintain the monument. The names of these individuals will be displayed on dedication plates installed at the base of the Peace Pole and are listed below. 30 of 270
Agenda Item No. 5.2
City Council Staff Report Page 3 of 4 July 14, 2026
Peace Through Friendship
Union City Friends of Sister City
Established 2001
Every Step Matters
(Wms-Smith/Eady Family)
Rodney's Hope
Faith - Hope - Community
(Yap-Jequinto Family)
In Memory of
Kathy “Sweedy” Patiño
6/16/1956 - 3/8/1982
Knights of Columbus
St. Anne council 8627
Vivat Jesus!
FUN Sunset Rotary Club
Service Above Self
People of Action
ငြိမ်းချမ်းကြပါစေ
Bay Area Burmese Community
Sponsored by Alondra Home Care
Sikhs for Humanity
Exhibits A and B show the proposed location of the Peace Pole within the Sister Cities International Plaza at Old Alvarado Park and an illustration of the proposed monument's appearance.

DISCUSSION
With the support of the HRC, the Peace Pole Project underwent a formal review by both the Arts and Culture Commission and the Parks and Recreation Commission. On November 18, 2025, the Arts and Culture Commission received a staff report presenting the proposed project and the HRC's request for feedback and support. Following its review, the Commission expressed its support for the project, allowing it to proceed to the next phase.

Additionally, on January 14, 2026, the Parks and Recreation Commission received an update on the project's progress from the HRC. During its review, the Commission recommended a location for the Peace Pole within the Sister Cities International Plaza. It provided additional feedback regarding the installation process, including coordination with Public Works staff. Union City Friends of Sister Cities will fund maintenance costs.

FISCAL IMPACT
The funds raised by the Union City Friends of Sister Cities over the past few years are sufficient to cover the purchase of the Peace Pole. The funds were provided to the City and are accounted for in a deposit account, Peace Pole (GL-11000000-47101). There is no impact on the General Fund; however, there is an indirect cost associated with supporting City staff in the installation of the Peace Pole. 31 of 270
Agenda Item No. 5.2
City Council Staff Report Page 4 of 4 July 14, 2026

RECOMMENDATION
Staff recommends that the City Council adopt a resolution approving the installation of a Peace Pole at the International Sister Cities Plaza in Old Alvarado Park (3871 Smith Street, Union City, CA 94587).

Prepared by: Serenity Mlay, Management Analyst I
Submitted by: Jennifer Phan, Deputy City Manager
Attachments

1. Draft Resolution

2. Exhibit A - Proposed location of the peace pole installation in Sister City International Plaza

3. Exhibit B - Image of Peace Pole
32 of 270
RESOLUTION NO. 2026-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

ADOPT A RESOLUTION APPROVING THE INSTALLATION OF A

PEACE POLE AT THE INTERNATIONAL SISTER CITIES PLAZA IN OLD ALVARADO PARK.

WHEREAS, the City of Union City has maintained a longstanding commitment to fostering international friendship and cultural exchange through the Sister Cities program.

In recognition of these efforts, the City dedicated the Sister Cities International Plaza at Old Alvarado Park as a gathering place that celebrates the community's international partnerships and cultural diversity; and
WHEREAS, Union City Friends of Sister Cities, a community-based organization born out of the Human Relations Commission, leads Sister Cities-related initiatives.

Recently, fundraising efforts were conducted to purchase and install a Peace Pole at the Sister Cities International Plaza at Old Alvarado Park. Peace Poles are internationally recognized monuments that promote peace and unity among people of all nations, cultures, and backgrounds; and
WHEREAS, the proposed Peace Pole, manufactured by Peace Pole Makers USA in Wassaic, New York, is being recommended to be installed near the gazebo within Sister Cities International Plaza at Old Alvarado Park. Standing 8 feet tall, the eight-sided octagonal pole is constructed of cedar and serves as a symbol of peace, friendship, and international understanding; and
WHEREAS, the pole will feature the message "May Peace Prevail on Earth" in 16 languages, representing both Union City's Sister Cities and the diverse cultures reflected within the local community. It will also include a Braille plate, language description plates, and eight dedication plates; and
WHEREAS, the languages proposed for the Peace Pole are listed in Boxes 1 and 2, with Box 1 identifying the languages of Union City's Sister Cities and Box 2 highlighting additional languages spoken throughout the Union City community.

Box 1 Box 2

1. Philippines - Tagalog

2. Mexico - Spanish

3. India- Punjabi

4. China - Mandarin

5. Thailand - Thai

6. Afghanistan - Pashto

7. Nigeria - Yoruba

8. Pakistan – Urdu

9. English

10.Japanese

11.Korean

12.Samoan

13.Vietnamese

14.Burmese

15.Cambodian

16.Portuguese
; and
33 of 270
Resolution No. 2026-XXX
Approving the Installation of a Peace Pole

WHEREAS, the Peace Pole will include eight dedication plates recognizing the community members whose generosity and support were instrumental in raising the funds needed to purchase and maintain the monument. The names of these individuals will be displayed on dedication plates installed at the base of the Peace Pole and are listed below:

Peace Through Friendship
Union City Friends of Sister City
Established 2001
May Monique’s Memory Bring
Peace
We March Forward
Every Step Matters
(Wms-Smith/Eady Family)
Rodney's Hope
Faith - Hope - Community
(Yap-Jequinto Family)
In Memory of
Kathy “Sweedy” Patiño
6/16/1956 - 3/8/1982
Knights of Columbus
St. Anne council 8627
Vivat Jesus!
FUN Sunset Rotary Club
Service Above Self
People of Action
ငြိမ်းချမ်းကြပါစေ
Bay Area Burmese Community
Sponsored by Alondra Home
Care
Sikhs for Humanity
; and
WHEREAS, with the support of the HRC, the Peace Pole Project underwent a formal review by both the Arts and Culture Commission and the Parks and Recreation Commission. On November 18, 2025, the Arts and Culture Commission received a staff report presenting the proposed project and the HRC's request for feedback and support.

Following its review, the Commission expressed its support for the project, allowing it to proceed to the next phase; and
WHEREAS, additionally, on January 14, 2026, the Parks and Recreation Commission received an update on the project's progress from the HRC. During its review, the Commission recommended a location for the Peace Pole within the Sister Cities International Plaza and provided additional feedback regarding the installation process, including coordination with Public Works staff. Union City Friends of Sister Cities will fund maintenance costs; and
WHEREAS, the funds raised by the Union City Friends of Sister Cities over the past few years are sufficient to cover the purchase of the Peace Pole. The funds were provided to the City and are accounted for in a deposit account, Peace Pole (GL11000000-47101). There is no impact on the General Fund; however, there is an indirect cost associated with supporting City staff in the installation of the Peace Pole. 34 of 270
Resolution No. 2026-XXX
Approving the Installation of a Peace Pole

NOW, THEREFORE, BE IT RESOLVED that the City Council adopt a resolution approving the installation of a Peace Pole at the International Sister Cities Plaza in Old Alvarado Park (3871 Smith Street, Union City, CA 94587).

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a special meeting held on July 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

GARY SINGH
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
Attachments:

1. Exhibit A - Proposed location of the peace pole installation in Sister City International Plaza

2. Exhibit B - Image of Peace Pole
35 of 270
ATTACHMENT 1: Proposed Location of the Peace Pole.
36 of 270
ATTACHMENT 2: Image of the Peace Pole
37 of 270

LANUGAGE PLATES
38 of 270

DEDICATION PLATE
39 of 270
City Council Staff Report Page 1 of 4 July 14, 2026
Staff Report
Agenda Item No. 5.3
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Adopt a Resolution Approving a Five-Year Software as a Service Agreement with CentralSquare Technologies for the Community Development and eTRAKiT Online Permitting System, for a Total Cost of $431,788.50 for the One-Time Implementation and Recurring Annual Subscription, Authorizes the City Manager to Execute the Purchase Agreement, and Carry Forward and Increase the FY2026- 2027 Budget by $140,000 for this Project

EXECUTIVE SUMMARY
Staff recommends that the City Council adopt a resolution to replace the current Tyler Eden Permitting system with the cloud-hosted CentralSquare Community Development and eTRAKiT online permitting system. The CentralSquare platform will modernize the City’s permitting, licensing, inspections, and code enforcement workflows and provide a fully integrated online services portal for residents, businesses, and contractors. The proposal includes a one-time implementation cost of $60,538.50 and an annual subscription of $74,250.00 for a five-year term. Staff also recommends that the City Council carry forward and increase the FY2026-2027 budget by $140,000 for this project.

STRATEGIC PLAN ALIGNMENT
This project supports Goal D: Create a healthy, sustainable community and maintain and improve the City infrastructure.

Strategy 3: Establish an IT governance structure to prioritize technology investments and implement the citywide information technology plan.

BACKGROUND
The City currently uses Tyler Eden Permitting as its permitting platform, originally procured in 2008. After more than 18 years in service, the system lacks modern online self-service features, mobile inspection capabilities, automated workflows, and integration tools necessary to support current community development operations. The vendor end-of-support date for Tyler Eden is March 1, 2027. 40 of 270
Agenda Item No. 5.3
City Council Staff Report Page 2 of 4 July 14, 2026

DISCUSSION
Staff conducted a comprehensive evaluation of five vendor proposals. Proposals were assessed across twelve evaluation categories, with the top three finalists participating in multiple demonstrations. City staff from multiple departments also consulted with partner agencies using the evaluated systems to gather customer feedback. CentralSquare Community Development and the eTRAKiT Permitting System were selected as finalists.

CentralSquare Technologies provides a comprehensive Community Development software suite that includes permitting, planning, inspections, licensing, code enforcement, document management, GIS integration, analytics, and the eTRAKiT online public portal. The system is designed for municipal permitting and development operations and is used by thousands of jurisdictions across the United States.

The Community Development platform is a modern, cloud-hosted application that streamlines every stage of the permitting and development lifecycle—from application intake through plan review, inspections, approvals, and long-term archival. The system consolidates functions currently supported by Tyler Eden Permitting and several parallel manual workflows.

Key Features of the New System

1. eTRAKiT Online Public Portal
 Enables residents, contractors, and businesses to apply for permits online  Supports electronic document uploads, including plans and related materials  Provides real-time status tracking for permits, projects, and inspections  Facilitates online payments and renewals
 Enables applicants to schedule and view inspection results  Enhances public transparency by providing access to records and parcelbased information

2. Permitting, Planning, and Project Management
 Fully configurable workflows for building, engineering, planning, and specialty permits
 Automated routing of applications to the appropriate reviewing departments  Integrated fee calculation based on project type, valuation, or City fee schedules
 Tools for managing plan cycles, comments, conditions of approval, and review tracking
 Ability to manage complex projects with parent–child record relationships

3. Mobile Inspections
 Inspectors can complete inspections in the field using mobile devices  Real-time access to plans, documents, inspection history, and GIS parcel information
 Ability to upload photos, attach notes, and update results directly from inspection sites
41 of 270
Agenda Item No. 5.3
City Council Staff Report Page 3 of 4 July 14, 2026
 Offline capabilities that sync automatically when connectivity is restored

4. Code Enforcement and Licensing
 Manage complaints, violations, inspections, hearings, and compliance actions  GIS-based case tracking showing activity hotspots
 Automated notices, correspondence, and reminders

5. Analytics and Reporting
 Over 100 standard municipal reports across all modules  Dashboards to track performance metrics such as permit volume, processing time, and inspection workload
 Tools to support compliance reporting and year-end summaries The new system eliminates many paper-based and manual processes associated with Tyler Eden Permitting. Automated workflows, online applications, and centralized data reduce staff processing time and minimize errors.

Residents, contractors, and developers will gain 24/7 access to permit applications, inspection scheduling, and payment services through the eTRAKiT portal. This reduces in-person trips and phone call volume while improving transparency and communication.

Planning, Building, Public Works Engineering, Fire, and Code Enforcement teams will share a unified system with shared workflows, consistent data, and real-time status updates.

Mobile inspection tools allow inspectors to complete work in the field more efficiently, reducing travel time, expediting inspection closeout, and improving responsiveness.

The system provides standardized and customizable reporting tools, improving management oversight and supporting data-driven decision-making.

CentralSquare’s implementation includes four main phases and will span approximately 9–12 months. The phases include Project Initiation and Planning, Business Process Review and Configuration, System Build, Testing and Training, and Go-Live and Stabilization. This phased approach ensures effective change management, staff readiness, and stable system deployment.

While the Tyler Eden Permitting system will no longer be supported after March 31, 2027, it is common practice for the City to keep the legacy system running for several years to analyze historical data and settings and ensure data integrity during the transition.

The adopted FY2025-2026 Budget included $260,000 for this project; however, the estimated first-year cost is now $134,788.50. Since this project was not started in FY2025-2026, staff request that the City Council approve carrying forward $140,000 of appropriations to the FY2026-2027 budget.
42 of 270
Agenda Item No. 5.3
City Council Staff Report Page 4 of 4 July 14, 2026

FISCAL IMPACT
Adoption of the resolution will authorize the not-to-exceed one-time implementation cost of $60,538.50 and the annual Software as a Service (SaaS) fee of $74,250.00 for the fiveyear term. The cost will be paid via the IT Account No. 11017001-54111 (General Fund, Information Technology, Contract Services).

Since none of the $260,000 appropriated in the adopted FY2025-2026 budget was expended, it is recommended that the City Council approve carrying forward only $140,000 of the budget appropriation to FY2026-2027 for this project. A Cooperative Purchasing Agreement through NPPGov was used to obtain reduced contracted pricing.

The future recurring SaaS fees will be appropriated as part of the biennial budget process.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution approving a Software as a Service agreement with CentralSquare Technologies for the Community Development and eTRAKiT permitting system, with a total cost of $431,788.50 for the one-time implementation and recurring annual subscription; authorizing the City Manager to execute the purchase agreement; and carrying forward and increasing the FY 2026-2027 budget by $140,000 for this project.

Prepared by: Mario Vallejo, Director of Information Technology Submitted by: Mario Vallejo, Director of Information Technology Attachments

1. Draft Resolution

2. CentralSquare Technologies Quote
43 of 270
RESOLUTION NO. 2026-XXX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING A FIVE-YEAR SOFTWARE AS A SERVICE AGREEMENT

WITH CENTRALSQUARE TECHNOLOGIES FOR THE COMMUNITY
DEVELOPMENT AND eTRAKiT ONLINE PERMITTING SYSTEM, FOR A TOTAL COST OF $431,788.50 FOR THE ONE-TIME IMPLEMENTATION

AND RECURRING ANNUAL SUBSCRIPTION, AUTHORIZES THE CITY

MANAGER TO EXECUTE THE PURCHASE AGREEMENT, AND
APPROVES CARRYING FORWARD AND INCREASING THE FY2026-
2027 BUDGET BY $140,000 FOR THIS PROJECT
WHEREAS, the City currently uses Tyler Eden Permitting as its permitting platform, originally procured in 2008; and
WHEREAS, Tyler Eden Permitting is approaching end-of-life and no longer meets the City’s operational needs for online applications, mobile inspections, automated workflows, system integrations, and modern customer service expectations; and WHEREAS, City staff conducted a comprehensive evaluation process that included multiple vendor proposals, detailed demonstrations, and reference checks with peer agencies, leading to the selection of CentralSquare Technologies and its Community Development and eTRAKiT online permitting system; and
WHEREAS, the CentralSquare Community Development suite provides modern, cloud-based permitting, planning, inspections, licensing, and code enforcement functionality, along with the fully integrated eTRAKiT public portal; and WHEREAS, the proposed Software as a Service (SaaS) Agreement includes a one-time implementation cost of $60,538.50 and a recurring annual subscription cost of $74,250.00 for a five-year term; and
WHEREAS, the City utilized a Cooperative Purchasing Agreement (NPPGov) to obtain competitively bid pricing consistent with State procurement requirements; and WHEREAS, the adopted FY2025-2026 Budget included $260,000 for this project; however, the estimated cost is now $13,788.50 for the first year.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Union City hereby approves a five-year Software as a Service Agreement with CentralSquare Technologies for the Community Development and eTRAKiT online permitting system, for a total cost of $431,788.50 for the one-time implementation and recurring annual subscription, authorizes the City Manager to execute the purchase agreement in a form approved by the City Attorney, and approves carrying forward and increasing the FY2026- 2027 budget by $140,000 for this project.
44 of 270
Resolution No. 2026-XXX
eTRACKiT Online Permitting System

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a special meeting held on July 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

GARY SINGH
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
45 of 270
Quote prepared on:

May 18, 2026
Quote prepared by:

Ron Dennis
[email protected]
Thank you for your interest in CentralSquare. CentralSquare provides software that powers over 8,000 communities. More about our products can be found at www.centralsquare.com.

WHAT SOFTWARE IS INCLUDED?
_____

PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL

1. AnalyticsNOW On-Premise Annual
Subscription Fee
1 7,500.00 - 750.00 6,750.00

2. CentralSquare Cash Receipts
Annual Subscription Fee
1 24,000.00 - 24,000.00 0.00

3. Community Development:

Advanced Site SaaS Annual
Subscription Fee
1 90,000.00 - 22,500.00 67,500.00
Software Subtotal 121,500.00 USD
Discount - 47,250.00 USD
Software Total 74,250.00 USD
WHAT SERVICES ARE INCLUDED?
_____

DESCRIPTION TOTAL

1. Public Admin Travel & Living Estimate 2,300.00

2. Public Administration Consulting Services - Fixed Fee 15,405.00

3. Public Administration Data Conversion Services - Fixed Fee 8,970.00

4. Public Administration Development Services - As Incurred 18,360.00

5. Public Administration GIS Services - Fixed Fee 3,120.00

6. Public Administration Project Management Services - Fixed Fee 13,065.00

7. Public Administration Technical Services - Fixed Fee 1,950.00

8. Public Administration Training Services - Fixed Fee 4,095.00 Services Subtotal 67,265.00 USD
Quote #: Q-242509
Primary Quoted Solution: Community Dev
Quote expires on: August 20, 2026
Quote prepared for:

Margaret Liu
Union City
34009 Alvarado-Niles Road
Union City, California 94587
(510) 471-3232
46 of 270
Quote prepared on:

May 18, 2026
Quote prepared by:

Ron Dennis
[email protected]
Discount - 6,726.50 USD
Services Total 60,538.50 USD

QUOTE SUMMARY
_____
Software Subtotal
121,500.00 USD
Services Subtotal
67,265.00 USD
Quote Subtotal 188,765.00 USD
Discount - 53,976.50 USD
Quote Total 134,788.50 USD
47 of 270
Quote prepared on:

May 18, 2026
Quote prepared by:

Ron Dennis
[email protected]
WHAT ARE THE RECURRING FEES?
_____

TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 0.00
FIRST YEAR SUBSCRIPTION TOTAL 74,250.00
FIRST YEAR RECURRING SERVICES TOTAL 0.00
The amount totals for Maintenance and/or Subscriptions on this quote include only the first year of software use and maintenance.

This Quote is not intended to constitute a binding agreement. The terms herein shall only be effective once incorporated into a definitive written agreement with CentralSquare Technologies (including its subsidiaries) containing other customary commercial terms and signed by authorized representatives of both parties.

BILLING INFORMATION
_____
Fees will be payable within 30 days of invoicing.

Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only.

The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above.

Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice.

For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer on the Quote Form.

PAYMENT TERMS
_____
Travel & Living Expenses
- Due as Incurred
48 of 270
Quote prepared on:

May 18, 2026
Quote prepared by:

Ron Dennis
[email protected]

PURCHASE ORDER INFORMATION
_____
Is a Purchase Order (PO) required for the purchase or payment of the products on this Quote Form? (Customer to complete) Yes [ ] No [ ]
Customer’s purchase order terms will be governed by the parties’ existing mutually executed agreement, or in the absence of such, are void and will have no legal effect.

PO Number:
_______________________________________
Initials:
_____________________________________________
Applicable Additional terms will be added to the next page. 49 of 270
50 of 270
City Council Staff Report Page 1 of 2 July 14, 2026
Staff Report
Agenda Item No. 5.4
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Adopt a Resolution Approving the Award of a Contract to American Mechanical, Inc., in the Amount of $493,230, and Approving a Total Installation Budget in the Amount of $517,892, for the City Hall – Data Center Battery Back Up & AC Repairs, City Project No. 23-16

EXECUTIVE SUMMARY
Staff recommends that the City Council adopt a resolution approving the award of a contract to American Mechanical, Inc., in the amount of $493,230, and approving a total installation budget in the amount of $517,892, for the City Hall – Data Center Battery Back Up & AC Repairs, City Project No. 23-16.

STRATEGIC PLAN ALIGNMENT
This agenda item is aligned with the following City Council priority:

Goal D: Environmental Sustainability and Infrastructure.

Strategy 2: Implement the City’s capital improvement plan.

BACKGROUND
The Uninterruptible Power Supply (UPS) system and air conditioning (AC) units for the City Hall & Police Department Data Center have reached the end of life. The City has experienced multiple hardware failures with the AC units and the UPS generator for the last three years. The equipment used at City Hall went out of commercial support in 2022, and product support will end in 2025. It has become increasingly more difficult to find parts for the current hardware. If the AC units fail, the data center reaches temperatures exceeding 110 degrees Fahrenheit within hours, causing equipment to shut down automatically to prevent failure.

DISCUSSION
On April 13, 2026, the project was formally bid in compliance with the Public Contract Code. Four bids were received and were publicly opened on June 30, 2026, at 2:00 p.m. in City Hall (see Exhibit A).
51 of 270
Agenda Item No. 5.4
City Council Staff Report Page 2 of 2 July 14, 2026
American Mechanical, Inc., of Walnut Creek, California, submitted the lowest responsible bid of $493,230. The bid is approximately 20% above the Engineer’s Estimate of $410,000. The four bids received demonstrate a competitive bidding process, with the three lowest bids differing by approximately 6%.

The recommended installation budget is as follows:

Contract Amount $493,230
Contingency (~5% of Contract) $24,662
Total Estimated Cost $517,892
The project includes replacing the existing server room battery backup, UPS, and air conditioning system for the data center housing the infrastructure servers, network equipment, and data storage units.

Work for this project is anticipated to begin in Winter 2026/2027 due to long lead times on equipment and will be completed by Spring 2027.

FISCAL IMPACT
The City Hall – Data Center Battery Back Up & AC Repairs, City Project No. 23-16, in the amount of $517,892, will be funded with General Fund monies (Account Number 110- 92316-57125). This project is budgeted in the Five-Year Capital Improvement Plan, Fiscal Years 2025-2026 to 2029-2030.

RECOMMENDATION
Staff recommends that the City Council adopt a Resolution:

1. Approving the award of a contract to the low bidder, American Mechanical, Inc., in the amount of $493,230, for the installation of the City Hall – Data Center Battery Back Up & AC Repairs, City Project No. 23-16; and

2. Approving a total installation budget, including contingency, in the amount of $517,892.

Prepared by: Jose Gutierrez, Supervising Construction Inspector Submitted by: Marilou Ayupan, Public Works Director
Attachments

1. Attachment 1 – Notice of Bid

2. Draft Resolution

3. Exhibit A – Bid Summary
52 of 270

NOTICE OF INVITING BIDS

1. Invitation. The City of Union City, California (“City”) hereby gives notice inviting bids for the City Hall & Police Department Data Center Battery Back Up and AC Repairs (“Project”), City Project No. 23-26, in accordance with California Public Contract Code Section 20164, all applicable laws and regulations, and the following sections of this Notice Inviting Bids.

2. Scope of Work. The project consists of the removal and replacement of existing Uninterruptible Power Supply (UPS) system and air conditioning units for the City Hall & Police Department Data Center. The estimated construction cost is $410,000.

3. Bid Package and Addendum. All work shall be done in accordance with the bid package on file with the Public Works Department - City of Union City, 34009 Alvarado-Niles Road, Union City, California 94587. Bid package may be viewed via link below:
https://www.unioncity.org/Bids.aspx
All prospective bidders must be listed on the plan holder’s list to be eligible to bid the project.

To obtain the official bid documents and be placed on the project’s Planholder List, email Public Works at [email protected].

The bid package is also available for viewing at the various Builders Exchanges throughout the Bay Area. It shall be the bidder’s responsibility to check the City’s website from time to time to ascertain if any addenda have been posted, and it will be the responsibility of the bidder to acquire and acknowledge receipt of the addenda with their bid.

4. Project Questions. Questions concerning the project must be submitted to Saul Flores by email at [email protected] (cc: [email protected] ) at least five (5) working days prior to the time specified for the bid opening. Where appropriate, the City may respond to such questions through procedures outlined in the Instructions to Bidders.

5. Bid Delivery Location. All bids for the project must be delivered by mail or in person to City Hall, Office of the City Clerk, City of Union City, 34009 Alvarado-Niles Road, Union City, California 94587

6. Bid Opening. All bids must be received on or before 2:00 PM, Tuesday, May 5, 2026 to be considered responsive to the Notice Inviting Bids. Bids will be opened and read publicly at the above time and date. The time and date for the submission of bids shall be extended no less than seventy-two (72) hours if the City issues a material change, addition, or deletion to the bid package by addendum less than seventy-two (72) hours prior to bid opening. Bids that are submitted late according to the official time kept by the City Clerk, or a designee, including any time extension granted due to a material change, addition, or deletion to the bid package, will be returned unopened. Bids must be made on the bid forms included in the bid package.

Bids submitted by facsimile or other electronic means will not be accepted. Bids that are 53 of 270
incomplete or otherwise do not conform to the procedures set forth in the bid package may be deemed non-responsive.

7. Sealed Bid and Bidder’s Security. In accordance with California Public Contract Code Sections 20170, all bids must be presented under sealed cover and include one of the following forms of bidder’s security: cash; cashier’s check made payable to the City; certified check made payable to the City; or a bidder’s bond executed by an admitted surety insurer and made payable to the City. In accordance with California Public Contract Code Section 20171, the amount of bidder’s security provided must equal at least ten percent (10%) of the total of the bid price for the base bid and the additive or deductive items listed in this notice.

The successful bidder must submit to the City complete, executed copies of all documents, as specified by the Contract Check List included with the Bid Package, within ten (10) working days of receiving written Notice of Award of the Project. Any successful bidder that fails to properly submit all documents as specified by the Contract Check List, in the manner stated above and in accordance with the Instructions to Bidders, shall forfeit their bidder’s security to the City.

8. Contractor’s License Required. In accordance with California Public Contract Code Section 3300 a combination of Class C-10 and C20, or Class B Contractor’s License issued by the Contractors State License Board of California is required to bid on the Project. The license must remain in good standing throughout the project term. California Business and Professions Code Section 7028.15 makes it a misdemeanor to submit a bid to the City in order to engage in the business or act in the capacity of a contractor without having a California contractor’s license. Any bid submitted by an unlicensed contractor shall be considered nonresponsive. California Business and Professions Code Section 7030.5 requires all licensed bidders to include their license number on all construction contracts, subcontracts and calls for bid. However, in accordance with California Public Contract Code Section 20103.5, if the Project involves federal funds, no bid submitted shall be invalidated by the failure of the bidder to hold a California contractor’s license, so long as the bidder is properly licensed by the Contractors State License Board of California at the time the contract is awarded. Failure of the bidder to obtain proper and adequate licensing for an award of a contract in accordance with California Public Contract Code Section 20103.5 constitutes a failure to execute the contract and shall result in the forfeiture of the security of the bidder.

9. Ineligibility for Public Works Projects. In accordance with California Public Contract Code Section 6109, contractors and subcontractors who are ineligible to bid, work on, or be awarded, a public works projects pursuant to California Labor Code Sections 1777.1 or 1777.7 may neither bid on, be awarded, or perform work as a Project subcontractor.

10. Substitution of “Or Equal” Items. In accordance with California Public Contract Code Section 3400 (b-c), bidders may propose equals of a designated material, product, item, or service by specific brand or trade name that is listed in the Project Plans and Technical Specifications, unless the Project Plans and Technical Specifications specify that the product, item, or service by specific brand or trade name is designated as necessary by the City. 54 of 270
Complete information for products proposed as equals must be submitted for review at least seven (7) working days before the time specified for bid opening in the Notice Inviting Bids, by mail or in person, to the Public Works Department - City of Union City, 34009 Alvarado-Niles Road, Union City, California 94587. To be considered, an Equal Product Proposal must include sufficient information to permit the Public Works Director, or his/her designate, to determine whether the proposed equals will satisfy the same performance requirements as the designated material, product, item, or service by specific brand or trade name that is listed in the Project Plans and Technical Specifications. Relevant performance requirements may include, but are not limited to, size, strength, function, appearance, quality, reputation and preference among industry professionals, ease of maintenance and repair, and useful life requirements. Equal Product Proposals that are submitted less than seven (7) days before the time specified for opening bids will not be considered. Failure to bid a designated material, product, item, or service by specific brand or trade name when the Project Plans and Technical Specifications specify it is necessary to match others in use by the City may render a bid nonresponsive. Any Equal Product Proposal that has not been submitted by the bidder in accordance with the provisions of this section may render that bidder’s bid non-responsive.

11. Bid Award, Rejection or Waiver. In accordance with California Public Contract Code Section 20166, the City reserves the right to, in its discretion, reject any bids presented and readvertise the Project or accept any one of two or more bids that are the same and the lowest.

To the extent permitted by applicable laws and regulations, the City reserves the right to waive any bid irregularities. In accordance with California Public Contract Code Section 20162 and other applicable laws and regulations, if the City elects to award a contract for performance of the Project, the contract will be awarded to the responsible bidder submitting a responsive bid with the lowest total bid price for the base bid. All bids will remain valid for ninety (90) days after bid opening. Except as permitted by law and subject to all applicable remedies, including forfeiture of bidder’s security, bidders may not withdraw their bid during the ninety (90) day period after the bid opening.

12. Contractor’s Duties. The Contractor selected by the City shall furnish all tools, equipment, apparatus, facilities, services, labor, materials and skill necessary to perform and complete in a good and workmanlike manner the construction of the Project, as shown in the contract documents and in accordance with all applicable laws and regulations. The Contractor shall complete the Project within the specified number of days following the project commencement date, as specified in the Notice to Proceed that will be issued by the City.

13. Security Deposit In Lieu of Retention. In accordance with California Public Contract Code Section 22300, except where prohibited by federal law or regulations, the successful bidder may, by request and at their own expense, substitute securities in lieu of the amount withheld by the City to ensure performance in accordance with the Contract Documents. Such securities will also be subject to the terms of the Escrow Agreement for Security Deposits in Lieu of Retention contained in Volume 1 of the bid package. Alternatively, the successful bidder, by request and at their own expense, may have the City make payment of retentions earned directly to an escrow agent pursuant to an escrow agreement approval by the City. 55 of 270

14. Prevailing Wage Requirement. The work contemplated by this contract is a public work subject to prevailing wages under California Labor Code Section 1770 et. seq. The successful bidder will be required to pay not less than the greater of the prevailing rate of per diem wages as determined by the California Department of Industrial Relations or Federal Minimum Wage Rates as determined by the United States Secretary of Labor in effect on the date the work is performed.

Pursuant to Section 1773 of the Labor Code, the general prevailing wage rates, including the per diem wages applicable to the work, and for holiday and overtime work, including employer payments for health and welfare, pension, vacation, and similar purposes, in the County of Alameda in which the work is to be done, have been determined by the Director of the Department of Industrial Relations, State of California. These wages are set forth in the General Prevailing Wage Rates for this project, available from the California Department of Industrial Relations’ web site at https://www.dir.ca.gov/dlse. Future effective prevailing wage rates which have been predetermined and are on file with the California Department of Industrial Relations, are referenced but not printed in the general prevailing wage rates.

The Federal minimum wage rate requirements, as predetermined by the Secretary of Labor, are set forth in the specifications issued for bidding purposes, referred to herein as Project Bid Documents (Special Federal Provisions), and in copies of the specifications which may be examined at the office described above where the project plans, special provisions, and proposal forms may be seen. Addenda to modify the minimum wage rates, if necessary, will be uploaded to the City’s website and issued to Project Bid Document plan holders of record. 56 of 270
RESOLUTION NO. 2026-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING THE AWARD OF A CONTRACT TO AMERICAN
MECHANICAL, INC., IN THE AMOUNT OF $493,230, AND APPROVING A TOTAL INSTALLATION BUDGET IN THE AMOUNT OF $517,892, FOR THE CITY HALL – DATA CENTER BATTERY BACK UP & AC REPAIRS, CITY PROJECT NO. 23-16
WHEREAS, the Uninterruptible Power Supply (UPS) system and air conditioning (AC) units for the City Hall & Police Department Data Center have reached end of life, with the City experiencing multiple hardware failures with the AC units and the UPS generator for the last three years; and
WHEREAS, the equipment used at City Hall went out of commercialization in 2022, product support will end in 2025, and it has become increasingly more difficult to find parts for the current hardware; and
WHEREAS, if the AC units fail, the data center reaches temperatures in excess of 110 degrees Fahrenheit in a matter of hours, causing equipment to shut down to avoid failure automatically; and
WHEREAS, on April 13, 2026, the project was advertised for bid on the City’s website and with the active builder exchanges listed in the California Uniform Construction Cost Accounting Commission’s Cost Accounting Policies and Procedures Manual 2019 Edition; on June 30, 2026, at 2:00 p.m., four bids were received and were publicly opened in City Hall (see Exhibit A); and
WHEREAS, American Mechanical, Inc., of Walnut Creek, California, submitted the lowest responsible bid of $493,230, which is approximately 20% above the Engineer’s Estimate of $410,000; and
WHEREAS, the four bids received demonstrate a competitive bidding process, with the three lowest bids differing by approximately 6%; and WHEREAS, the recommended project budget for installation is as follows:

Contract Amount $493,230
Contingency (~5% of Construction Contract) $ 24,662
Total Estimated Cost $517,892
WHEREAS, work for this project is anticipated to begin in Winter 2026/2027 due to long lead times on equipment and will be completed by Spring 2027; and WHEREAS, The City Hall – Data Center Battery Back Up & AC Repairs, City Project No. 23-16, in the amount of $517,892, will be funded with General Fund monies (Account Number 110-92316-57125).
57 of 270
Resolution No. 2026-XXX
Award Contract for City Hall – Data Center Battery Back Up & AC Repairs

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby awards the contract to American Mechanical, Inc., in the amount of $493,230, for the installation of the City Hall – Data Center Battery Back Up & AC Repairs, City Project No. 23-16; and
BE IT FURTHER RESOLVED that the City Manager is authorized to take all actions to effectuate the intent of this Resolution, including execution of the contract and all documents approved in a form by the City Attorney; and BE IT FURTHER RESOLVED that the City Council of the City of Union City hereby approves a total installation budget, including contingency, in the amount of $517,892.

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a special meeting held on July 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

GARY SINGH
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
Attachments:

1. Exhibit A – Bid Summary
58 of 270

BID SUMMARY
PROJECT: City Hall - Data Center Battery Back Up & AC Repairs City Project No. 23-16
Project Manager: Saul Flores, Contractor Project Manager DATE: Tuesday, July 7, 2026
TIME: 2:00 p.m.

LOCATION: City Council Chambers
34009 Alvarado-Niles Road
Union City, CA 94587
No. BIDDERS BID AMOUNT
*CORRECTED*

BID AMOUNT

1. Galaxy Services $528,000.00

2. James Day Constructions, Inc. $743,686.00

3. American Mechanical, Inc. $493,230.00

4. SCC Electric, Inc. $525,000.00
I, Thai Nam Pham, City Clerk of the City of Union City, do hereby certify that on Tuesday, July 7, 2026, I received and opened four (4) bids for the above-mentioned project. * Note: All bid amounts will be verified by the Engineer. Any corrections will be shown in the column above.

Thai Nam Pham, MMC, CPMC
City Clerk
59 of 270
City Council Staff Report Page 1 of 3 July 14, 2026
Staff Report
Agenda Item No. 5.5
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Adopt a Resolution Approving the Award of a Construction Contract to Five Brothers Absolute, in the Amount of $166,900, and Approving a Total Construction Budget in the Amount of $200,280, for Library Roof Modernization, City Project No. 26-21

EXECUTIVE SUMMARY
Staff recommends that the City Council adopt a resolution approving the award of a construction contract to Five Brothers Absolute in the amount of $166,900 and approving a total construction budget of $200,280 for Library Roof Modernization, City Project No. 26-21.

STRATEGIC PLAN ALIGNMENT
This agenda item is aligned with the following City Council priority:

Goal D: Environmental Sustainability and Infrastructure Strategy 2: Implement the City’s capital improvement plan.

BACKGROUND
On April 12, 2022, the City Council adopted Resolution No. 5922-22, authorizing the use of budget surplus funds for emergency repairs to the Union City Library. These repairs addressed water damage to the roof and interior but were explicitly understood to be temporary, extending the roof’s life for only a few more serviceable years. More than three years later, the roof has reached the end of its useful life. There have been multiple leaks at various locations under this lower section, and with the roof warranty expired, the new roof is overdue. Library Roof Modernization, City Project No. 26-21 (not previously listed in the Five-Year CIP), is deemed necessary to complete before the rainy season. Library Roof Modernization involves adding a new roofing membrane over the existing built-up system on the lower section of the existing roof.

Prior to seeking bids, the City Council adopted Resolution No. 2026-081 amending the Five-Year Capital Improvement Plan to include the Library Roof Modernization project.

The resolution also identified funding through a budget transfer from the General Liability 60 of 270
Agenda Item No. 5.5
City Council Staff Report Page 2 of 3 July 14, 2026
Self-Insurance Fund to the General Fund and the use of the Capital Facilities Improvement DIF Funds.

DISCUSSION
On June 4, 2026, the project was advertised for an informal bid on the City’s website, with the active builder exchanges listed in the California Uniform Construction Cost Accounting Commission’s Cost Accounting Policies and Procedures Manual 2019 Edition. Nine bids were received electronically on June 30, 2026, at 2:00 p.m. (see Exhibit A).

Five Brothers Absolute, of Fresno, California, submitted the lowest responsible bid of $122,900. The bid is approximately 38% below the Engineer’s Estimate of $199,000.

The recommended project budget for construction is as follows:

Proposed Construction Budget
Description Amount
Five Brothers Absolute Base Contract $122,900
Add Alt A2 – Re-seal all roof ductwork $14,000
Add Alt A3 – Roof Leak Investigation $30,000
Construction Contract Amount $166,900
20% Contingency* $33,380
Total Construction Budget Amount $200,280
*Staff proposes a 20% contingency of the total construction contract amount to cover any additional repairs that are identified from the Add Alt A3 roof leak investigation.

Construction of this project is anticipated to begin on July 28, 2026, and to be completed by September 10, 2026.

FISCAL IMPACT
Library Roof Modernization, City Project No. 26-21, in the amount of $200,280, will be funded with $125,000 in General Fund monies (Account Number 110-92621-57125) and $75,280 in Capital Facilities Fund monies (Account 411-92621-57125).

RECOMMENDATION
Staff recommends that the City Council adopt a Resolution:

1. Approving the award of a construction contract to the low bidder, Five Brothers Absolute, in the amount of $166,900, for Library Roof Modernization, City Project No. 26-21; and

2. Approving a total construction budget, including contingency, in the amount of $200,280.

Prepared by: Jose Gutierrez, Supervising Construction Inspector Submitted by: Marilou Ayupan, Public Works Director
61 of 270
Agenda Item No. 5.5
City Council Staff Report Page 3 of 3 July 14, 2026
Attachments

1. Draft Resolution

2. Exhibit A – Bid Summary
62 of 270
RESOLUTION NO. 2026-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING THE AWARD OF A CONSTRUCTION CONTRACT TO FIVE
BROTHERS ABSOLUTE, IN THE AMOUNT OF $166,900, AND

APPROVING A TOTAL CONSTRUCTION BUDGET IN THE AMOUNT OF
$200,280, FOR LIBRARY ROOF MODERNIZATION, CITY PROJECT NO. 26-21
WHEREAS, on April 12, 2022, the City Council adopted Resolution No. 5922-22, authorizing the use of budget surplus funds for emergency repairs to the Union City Library. These repairs addressed water damage to the roof and interior but were explicitly understood to be temporary, extending the roof’s life for only a few more serviceable years; and
WHEREAS, more than three years have passed, and the roof has reached the end of its useful life. There have been multiple leaks at various locations under this lower section, and with the roof warranty expired, the new roof is overdue; and WHEREAS, Library Roof Modernization, City Project No. 26-21 (not previously listed in the Five-Year CIP), is deemed necessary to complete before the rainy season; and
WHEREAS, Library Roof Modernization involves adding a new roofing membrane over the existing built-up system on the lower section of the existing roof; and WHEREAS, on June 4, 2026, the project was advertised for an informal bid on the City’s website, and with the active builder exchanges listed in the California Uniform Construction Cost Accounting Commission’s Cost Accounting Policies and Procedures Manual 2019 Edition; and
WHEREAS, nine bids were received on June 30, 2026, at 2:00 p.m. (see Exhibit A); and
WHEREAS, the apparent low bid of $122,900 was submitted by Five Brothers Absolute of Fresno, California, which is approximately 38% below the Engineer’s Estimate of $199,000; and
WHEREAS, staff recommends awarding the contract with the proposed bid alternates and construction budget as follows:

Proposed Construction Budget
Description Amount
Five Brothers Absolute Base Contract $122,900
Add Alt A2 – Re-seal all roof ductwork $14,000
Add Alt A3 – Roof Leak Investigation $30,000
Construction Contract Amount $166,900
20% Contingency* $33,380
Total Construction Budget Amount $200,280
*20% contingency of the total construction contract amount to cover any additional repairs that are identified from the Add Alt A3 roof leak investigation. 63 of 270
Resolution No. 2026-XXX
Award Construction Contract for Library Roof Modernization

WHEREAS, construction of this project is anticipated to begin on July 28, 2026, and to be completed by September 10, 2026; and
WHEREAS, Library Roof Modernization, City Project No. 26-21, in the amount of $200,280, will be funded with $125,000 in General Fund monies (Account Number 110- 92621-57125) and $75,280 in Capital Facilities Fund monies (Account 411-92621- 57125).

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby awards the construction contract for Library Roof Modernization, City Project No. 26-21, including the bid alternates identified above, in the amount of $166,900.

BE IT FURTHER RESOLVED that the City Manager is authorized to take all actions necessary to effectuate the intent of this Resolution, including execution of all agreements and documents in a form approved by the City Attorney.

BE IT FURTHER RESOLVED that the City Council of the City of Union City hereby approves a Total Construction Budget, with contingency, in the amount of $200,280, for Library Roof Modernization, City Project No. 26-21.
64 of 270
Resolution No. 2026-XXX
Award Construction Contract for Library Roof Modernization

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a special meeting held on July 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

GARY SINGH
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
Attachments:

1. Exhibit A – Bid Summary
65 of 270

CITY OF UNION CITY

BID SUMMARY
PROJECT:

Project Manager:

DATE:

TIME:

LOCATION:

Library Roof Modernization, City Project No. 26-21
Joseph Harrington, Public Works Contract Project Manager ([email protected])
June 30th, 2026
2:00PM
Electronically to [email protected]
No BIDDERS BID AMOUNT
*CORRECTED

BID AMOUNT

1. Alpha One Roofing $206,954

2. Andy’s Roofing $176,100

3. Best Contracting $334,550

4. Diablo Roofing $156,010

5. Durable Cool Roofs $192,278

6. Five Brothers $122,900

7. I&A Contractor $217,800

8. KRGS Roofing Inc $170,000

9. Stronger Building Services $283,000
* Note: All bid amounts will be verified by the Project Manager. Any corrections will be shown in the column above.
66 of 270
City Council Staff Report Page 1 of 3 July 14, 2026
Staff Report
Agenda Item No. 5.6
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Adopt a Resolution Approving the Final Map and Subdivision Improvement Agreements for Tract 8251 – Station East Phase 1 (Lennar Homes of California, LLC) at 700 Decoto Road

EXECUTIVE SUMMARY
Staff recommends that the City Council adopt a resolution approving the Final Map and nine (9) Subdivision Improvement Agreements for Tract Map 8251 – Station East Phase 1 (Lennar Homes of California, LLC) at 700 Decoto Road. The Final Map is consistent with the approved Tentative Tract Map 8251, all applicable conditions of approval required prior to map recordation have been satisfied, and the map complies with the California Subdivision Map Act and the City's Subdivision Ordinance.

STRATEGIC PLAN ALIGNMENT
This agenda item is aligned with the following:

Goal C, Strategy 8: Prioritize and expedite major land use applications.

BACKGROUND
The Station East project is located on approximately 26.5 acres bounded by Decoto Road, 7th Street, Bradford Way, and the Union Pacific Railroad (UPRR) Niles Subdivision tracks. The project is within the Station District Specific Plan, adopted in October 2022.

On June 8, 2021, the City Council adopted Resolution No. 5777-21, approving Tentative Tract Map No. 8251 (TTM-20-001) for a mixed-use development comprising residential, commercial, park, and public infrastructure improvements.

Subsequently, on April 25, 2023, and July 23, 2024, the City Council adopted Resolution Nos. 6114-23 and 6338-24, respectively, amending the Tentative Tract Map. The amendments reduced the overall development from 974 to 811 multi-family residential units, modified the commercial square footage, and revised portions of the street network while maintaining the overall vision for the Station East development. 67 of 270
Agenda Item No. 5.6
City Council Staff Report Page 2 of 3 July 14, 2026
The current Phase 1 development includes the construction of 386 multi-family residential units. Approval of the Final Map is the next step in implementing the previously approved Tentative Tract Map.

DISCUSSION
The Final Map for Tract 8251 subdivides the property into thirty-three (33) numbered lots and twenty-seven (27) lettered lots and dedicates the necessary public rights-of-way and public easements required to serve the development. Upon recordation, the Final Map will establish the legal parcels necessary for development consistent with the approved Tentative Tract Map.

The City Engineer has reviewed the Final Map and supporting documents and determined that the map substantially conforms to the approved Tentative Tract Map 8251, complies with the California Subdivision Map Act and the City's Subdivision Ordinance, and that all conditions required prior to Final Map approval have been satisfied.

To guarantee completion of the required public improvements, Lennar Homes of California, LLC has executed nine (9) Subdivision Improvement Agreements and provided Performance Bonds totaling $21,699,000 to secure their completion, along with Labor and Material Bonds totaling $21,699,000.

Accordingly, staff recommends approval of the Final Map and Subdivision Improvement Agreements. Following City Council approval, the Final Map may be recorded once all remaining administrative requirements are satisfied, after which the City Engineer may authorize construction-related permits in accordance with the approved plans and applicable City requirements.

FISCAL IMPACT
Approval of the Final Map and Subdivision Improvement Agreements will have no direct fiscal impact on the City's General Fund.

Pursuant to the Subdivision Improvement Agreements, Lennar Homes of California, LLC is responsible for constructing all required public improvements at its sole expense. To guarantee completion of these improvements, the developer has provided Performance Bonds totaling $21,699,000 and Labor and Material Bonds totaling $21,699,000.

As part of the Final Map approval process, the developer has paid the following fees to the City:

Traffic Signalization Fees:.....................$686,308.00 Subdivision Fees:.............................. $1,756,784.00 Park In-Lieu Fees:............................. $6,142,054.73 In accordance with Section 3.2.3 of the Development Agreement related to this project, Lennar Homes of California, LLC is eligible to receive credit against its $6,142,054.73 of Park In-Lieu Fee obligation for the cost of park improvements constructed by the developer. Following City approval of the park improvement plans and the Engineer's cost estimate, the City will reimburse the developer for the approved park improvement costs 68 of 270
Agenda Item No. 5.6
City Council Staff Report Page 3 of 3 July 14, 2026
from the Park In-Lieu Fees previously paid. Until such reimbursement is made, the Park In-Lieu Fees will remain in a City deposit account (account number 11280107-24112).

RECOMMENDATION
Staff recommends that the City Council:

1. Adopt the attached Resolution approving the Final Map for Tract Map 8251 – Station East Phase 1 (Lennar Homes of California, LLC) at 700 Decoto Road and approving the nine (9) Subdivision Improvement Agreements associated with Tract Map 8251.

Prepared by: Diana Cangco, City Engineer
Submitted by: Marilou Ayupan, Public Works Director
Attachments

1. Draft Resolution

2. Attachment 1 – Tract Map 8251

3. Attachment 2 – Subdivision Improvement Agreement 1

4. Attachment 3 – Subdivision Improvement Agreement 2

5. Attachment 4 – Subdivision Improvement Agreement 3

6. Attachment 5 – Subdivision Improvement Agreement 4

7. Attachment 6 – Subdivision Improvement Agreement 5

8. Attachment 7 – Subdivision Improvement Agreement 6

9. Attachment 8 – Subdivision Improvement Agreement 7

10.Attachment 9 – Subdivision Improvement Agreement 8

11.Attachment 10 – Subdivision Improvement Agreement 9
69 of 270
RESOLUTION NO. 2026-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY

APPROVING THE FINAL MAP AND SUBDIVISION IMPROVEMENT
AGREEMENTS FOR TRACT MAP 8251 – STATION EAST PHASE 1
(LENNAR HOMES OF CALIFORNIA, LLC) AT 700 DECOTO ROAD
WHEREAS, on June 8, 2021, the City Council adopted Resolution No. 5777-21 approving Tentative Tract Map No. 8251 (TTM-20-001) for the Station East development; and
WHEREAS, on April 25, 2023, and July 23, 2024, the City Council adopted Resolution Nos. 6114-23 and 6338-24, respectively, approving amendments to Tentative Tract Map No. 8251; and
WHEREAS, Lennar Homes of California, LLC, has submitted a Final Map for Tract Map 8251 – Station East Phase 1, located at 700 Decoto Road, together with the required Subdivision Improvement Agreements, improvement security, insurance, fees, and supporting documents; and
WHEREAS, the City Engineer has reviewed the Final Map and determined that it is in substantial conformance with the approved Tentative Tract Map, complies with the California Subdivision Map Act and the City's Subdivision Ordinance, and that all conditions required prior to Final Map approval have been satisfied; and WHEREAS, the developer has executed nine (9) Subdivision Improvement Agreements and has provided Performance Bonds and Labor and Material Bonds, each in the amount of $21,699,000, to secure completion of the required public improvements.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby approves the Final Map and nine (9) Subdivision Improvement Agreements for Tract 8251 – Station East Phase 1 and authorizes the City Manager to execute the Subdivision Improvement Agreements, in a form approved by the City Attorney, and directs the recording of the Final Map.
70 of 270
Resolution No. 2026-XXX
Approving the Final Map and Subdivision Improvement Agreements for Tract 8251

PASSED, APPROVED, AND ADOPTED by the City Council of the City of Union City at a special meeting held on July 14, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

APPROVED:

GARY SINGH
Mayor
ATTESTED: APPROVED AS TO FORM:

THAI NAM N. PHAM
City Clerk
KRISTOPHER J. KOKOTAYLO
City Attorney
71 of 270
1 TRACT 8251

STATION EAST

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13

OWNER'S ACKNOWLEDGMENT

RECORDER'S STATEMENT

CITY ENGINEER'S STATEMENT

CITY SURVEYOR'S STATEMENT

SURVEYOR'S STATEMENT

OPTIONEE'S STATEMENT

OPTIONEE'S ACKNOWLEDGMENT

OWNER'S STATEMENT
72 of 270
2 TRACT 8251

STATION EAST

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13

SOILS REPORT

SIGNATURE OMISSIONS CITY CLERK'S STATEMENT CLERK OF THE BOARD OF SUPERVISORS

CERTIFICATE OF DEDICATION
73 of 270
9th STREET DECOTO ROAD

BRADFORD WAY

ZWISSIG WAY
7TH STREET
7TH STREET

DAGGET AVENUE
3 100'

GRAPHIC SCALE
100' 0' 50' 100' 200' 400'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
BASIS OF BEARINGS:

REFERENCES:

JOB NO. 1973-010 SHEET OF 13
NOTE:

LEGEND:
74 of 270
5 7TH STREET DECOTO ROAD SAKAKIHARA STREET

PARCEL W
LOT 29
LOT 28
LOT 27
PARCEL D LOT 21
LOT 22
LOT 23

PARCEL Q
LOT 24
LOT 25
LOT 26
LOT 20
LOT 19
LOT 18

PARCEL P
PARCEL B LOT 11 PARCEL C LOT 12 LOT 13 LOT 14 LOT 15 LOT 16 LOT 17

WANG STREET

PARCEL N

PARCEL M PARCEL O

PARCEL L
LOT 10
LOT 9 PARCEL J PARCEL K
LOT 7
LOT 8
LOT 6
LOT 5

PARCEL I

PARCEL H
8TH STREET
8TH STREET
9TH STREET
9TH STREET BRADFORD WAY

NISHIHIRA STREET

PARCEL A
6 8
9 10
11 12 BRADFORD WAY

ZWISSIG WAY
7TH STREET

PARCEL T
LOT 31

PARCEL G

PARCEL E
PARCEL S 7
LOT 30

PARCEL U
LOT 32
LOT 33

PARCEL V

PARCEL F
LOT 1
LOT 4
LOT 2
LOT 3

PARCEL AA

PARCEL Z

PARCEL Y

PARCEL X

PARCEL R
4 100'

GRAPHIC SCALE
100' 0' 50' 100' 200' 400'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
1 BASIS OF BEARINGS:

LEGEND
REFERENCES:

NOTE:
75 of 270
SEE SHEET 6 SEE SHEET 10
8TH STREET SAKAKIHARA STREET
7TH STREET DECOTO ROAD

PARCEL A

NISHIHIRA
STREET
SEE SHEET 7
5 50'

GRAPHIC SCALE
50' 0' 25' 50' 100' 200'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
BASIS OF BEARINGS:

LEGEND
REFERENCES:

NOTE:
76 of 270
9TH STREET
8TH STREET
DECOTO ROAD SEE SHEET 7
SEE SHEET 5
LOT 3

PARCEL X
LOT 2

PARCEL AA PARCEL Y
LOT 1
BUTLER

LANE CROCKER LANE
6 30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
BASIS OF BEARINGS:

LEGEND:

REFERENCES:

NOTES:
77 of 270
9TH STREET
8TH STREET SEE SHEET 8
SEE SHEET 5 K STREET NISHIHIRA STREET SEE SHEET 6 SEE SHEET 10

BUTLER LANE CABOOSE LANE

PARCEL Z

PARCEL T
LOT 4

SIGNAL LANE
LOT 1 PARCEL S
PARCEL R 7
30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
BASIS OF BEARINGS:

REFERENCES:

NOTE:

LEGEND:
78 of 270

PARCEL P
LOT 24 LOT 25 LOT 26 SEE SHEET

PARCEL D
7 SEE SHEET 10 SEE SHEET 9
9TH STREET NISHIHIRA STREET PARCEL ELOT 31

PARCEL U

PARCEL F
LOT 30

COLLIS LANE

PARCEL G
8 30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
LEGEND:

NOTE:

REFERENCES:

BASIS OF BEARINGS:

DETAIL A
79 of 270
9TH STREET BRADFORD WAY

PARCEL Q
LOT 28 LOT 29 LOT 27
PARCEL W SEE SHEET 8
SEE SHEET 11
LOT 32 LOT 33

PARCEL V

PARCEL F

COLLIS LANE
9 30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
BASIS OF BEARINGS:

LEGEND
REFERENCES:

NOTE:
80 of 270
SEE SHEET 8
8TH STREET NISHIHIRA STREET

WANG STREET
LOT 9

PARCEL J

PARCEL B
LOT 11
LOT 10

PARCEL C
LOT 18 LOT 19 LOT 20 PARCEL D PARCEL K SEE SHEET 5 SEE SHEET 7 SEE SHEET 11 NISHIHIRA STREET ROUNDHOUSE PLACE RAILCAR LANE 10 30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
BASIS OF BEARINGS:

REFERENCES:

NOTE:

LEGEND:

DETAIL B
81 of 270
LOT 21 LOT 22 LOT 23
LOT 16 LOT 17 PARCEL O
LOT 13 PARCEL L
LOT 12 LOT 14 LOT 15
8TH STREET
WANG STREET BRADFORD WAY SEE SHEET 10
SEE SHEET 9
SEE SHEET 12
ZWISSIG WAY BRADFORD WAY LOT 21 LOT 22 LOT 23
LOT 12 LOT 13 LOT 14 LOT 15
LOT 16 LOT 17

PARCEL N PARCEL M SWITCHYARD PLACE TRESTLE GLEN PLACE

GOLDEN SPIKE PLACE
11 30'

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
BASIS OF BEARINGS:

REFERENCES:

NOTE:

LEGEND:
82 of 270
7TH STREET

PARCEL I

PARCEL H
LOT 7
LOT 8
LOT 5
LOT 6

WANG STREET BRADFORD WAY
SEE SHEET 11

RAILWAY PLACE

STEAM WHISTLE PLACE
12 30'
TRACT 8251

STATION EAST
SCALE: 1" =

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
REFERENCES:

NOTE:

GRAPHIC SCALE
30' 0' 15' 30' 60' 120'
BASIS OF BEARINGS:

LEGEND
83 of 270
13 TRACT 8251

STATION EAST

FOR CONDOMINIUM PURPOSES

CITY OF UNION CITY, ALAMEDA COUNTY, CALIFORNIA
CONSISTING OF 13 SHEETS, BEING A SUBDIVISION FOR 386 RESIDENTIAL UNITS OF THE PARCELS OF LAND DESCRIBED IN THAT GRANT DEED FILED AS DOC.

NO. 2025093361, FURTHER DESCRIBED AS PARCEL 2 OF PARCEL MAP NO. 809 (72 M 52), AND RESULTANT PARCEL A OF LOT LINE ADJUSTMENT LLA 03-2024 (DOC.

NO. 2024115473), ALL OF OFFICIAL RECORDS OF ALAMEDA COUNTY JUNE 2026

CIVIL ENGINEERS SURVEYORS PLANNERS

SAN RAMON
WWW.CBANDG.COM

ROSEVILLE
(925) 866-0322
(916)788-4456
JOB NO. 1973-010 SHEET OF 13
NOTES:

ADDITIONAL INFORMATION SHEET:
84 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.__
TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 1- ONSITE PUBLIC SIA)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566037vl
85 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No.
-----
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 1- ONSITE PUBLIC SIA)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of , 2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20- 001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions of Approval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement);
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
I 04198\ I 9566037v2
86 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code § 66462 and UCMC § 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 1 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19566037vl
87 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code§ 66499.11 and UCMC § 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC §

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499. 7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19566037v1
88 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566037vl
89 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code§ 66499.1 and UCMC S 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $2,538,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $2,538,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $253,800, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code $ 66499.4; UCMC $ 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566037vl
90 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566037v1
91 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) Genera] Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566037v1
92 of 270
104198\19566037vl
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
93 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Hornes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566037vl
94 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law; Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19566037v1
95 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated:-------------
Attest
Thai Nam Pham
City Clerk
Dated:-------------

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
DEVELOPER· [@, J, E
''of [toes of Clio, L-
-12-
104198\19565722vl
96 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19566037vl
-13-
97 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
By:

Name:

Title: Authorized Representative
-14-
104198\19566037v2
98 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
08580880283088%38%080880880883838388388885080~8888803288233023838383838385880808088883838888888808088888~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county or on+-
}
o, Sow 71,2>2¢ before nT Due; au UeE.7 pol_
Date iG \ Here Insert Name and Title of the Officer
personay appeared l Cf 5kg}
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the persons/whose names) is/are subscribed to the within instrument and acknowledged to me that he/shelthey executed the same in bis/her/their authorized capacity(jés), and that by hisiher/their signature~s) on the instrument the person(s}or the entity upon behalf of which the persons) acted, executed the instrument. ¡--=
•
IAN DULANEY CONVEltSE
.. Noury P'ublfc • C..ltfamfa f
z Contra Costa County
Commission # 2493149 -=
] 'scisl
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Place Notary Seal and/or Stamp Above ..ce.

Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
Signer's Name:
□ Corporate Officer - Title(s): _
□ Partner .i... □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
880885858838838828800888588%085088888038888880838830803888~388888830308883880888880888088~ ©2019 National Notary Association
99 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
103884380388888888888800888823~838823838%8
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness. accuracy, or validity of that document.

State of California }
County or owl« e6+
o S?o,leoe.olor e,q~%4wDate /[_J [. Here insert Name and Tile or the ocer personally appeared l-_V1t:.. ,_:---'-l_+_l-- _
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s}whose name(s} islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/bertbeir authorized capacity(ies), and that by his/her/their signature()on the instrument the person), or the entity upon behalf of which the person(s}1icted, executed the instrument. l5gNota =ry Public=- California 2 z contra Costa Coun ty e Commission # 2493149
My Camm. Expires Jun 25, 2028
Place Notary Seal and/or Stamp Above
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.
s;gnatu,e~
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
□
□ C
P
o
a
r
rt
p
n
o
e
r
r
at
-
e O
□
ff
Li
ic
m
er
ited
Tit
□
le(
G
s)
e
:.
neral
Signer's Name:
□ Corporate Officer Title(s).
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
□ Attorney in Fact
□ Guardian or Conservator
K48888088828083828383884888384~ 3840850883888%8883848083888333~ 8434058882883880058533032839 ©2019 National Notary Association
100 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one. set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566037vl
101 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to ¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566037vl
102 of 270
Station East SIA Exhibit B
..a a..
r
onsite Public SIA I AREA 1 I
Onsite Public SIA I AREA2 I
Onsite Public SIA , I AREA 3 I
IAREA 9,
Onsite Private SIA PA s, 6 &: lla I AREA4 I
onsite Private SIA PA 7 & 8 [AREA5] y
. --· - /
Onsite Private SIA PA 2 &
Onsite Private SIA PA 9 & RCEL4
3075099)
[Public Parks s1A] [AREA
/oeseo s± /[a
<A
.,
r
I ¡I
+,+ 4p
_j
PARCEL 2
(2023075099)
I
'1
I
I I
I I
I
I
1 RS MANUFACTURING, INC
I }
I
i
+#St
I
{ _J_ '" BLDG 5 ni l •
' 'd ~
l[_ RüüLiiynLic@cl
±4JTJG
I
['.31 Jc>,rBLD·G' ,.L ••
1@é ,I
SHAMROCK MOVING COMPANY I ,,-BJ'_,· -¡1-LOT7
, I e¡ BLD
"
G eJ ;,sL "'
1LL #
'
1~REA1 I ,{i I ~~Lor8] ~LAC(f
-i ¡el__#
--_-l
_iGsTEEññwI
e
"
Ila -
i
I
"
±
a
.,,~
~
"'
~
IC'
(
I '
ic i
gs
I
.aa.

OVERALL SITE PLAN

STATION EAST

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE:I" -=6O' DATE. FEBRUARY 14, 2025
~
r,r, I ~ SAN RAMON • "'""'.."'
l! //Pg]er0 60 120 180 CIVIL ENGINEERS • SU#VEYO»S + PLANNERS --r_I..
?/CIC CAS AND

ELECTRIC COMPANY
( o
103 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566037vl
104 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.

TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 2- ONSITE PUBLIC SIA)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566041vl
105 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No.
-----
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 2- ONSITE PUBLIC SIA)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of,2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20- 001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions of Approval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198\19566041v2
106 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code $ 66462 and UCMC § 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 2 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:

1. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19566041vl
107 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code $ 66499.11 and UCMC $ 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC §

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499. 7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19566041vl
108 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566041vl
109 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code§ 66499.1 and UCMC S 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $3,109,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $3,109,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $310,900, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code $ 66499.4; UCMC $ 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566041vl
110 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566041vl
111 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG0001 covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Qther insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566041vl
112 of 270
104198\19566041vl
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
113 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566041vl
114 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law; Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19566041vl
115 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated: _
Attest
Thai Nam Pham
City Clerk
Dated: _

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
DEVELOPER: Lea Hoer l«a
)
Sou9I
Title: owner v Pet,
Dated: hue 17207
-12-
104198\19566271v1
116 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19566041v1
-13-
117 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Hornes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Hornes ofCalifornia, Inc.)
Its: Attorney-in-fact
~~~-e: __-_C/4 _c._e,JÁ~--t'~;-/./4 ~:.¿----
Title: Authorized Representative
Date: /»/C
-14-
104198\19566037v2
118 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
84880038%383888804388833843888%03583838838~88888338338882308835858883%885~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county or_(ok_ l<
a, S. «,2> oee.Lo. hras,, t78-
Date Here Insert Name and Title of the Officer
personally appeared ----~&( _\._l,_\(_l_1__7~.f-_o_v-_~-~------------ }
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(gfwhose name)is/are subscribed to the within instrument and acknowledged to me that-hetshe/they executed the same in his/her/their authorized capacity(es), and that by his/her/their signature8) on the instrument the persons9or the entity upon behalf of which the person(s9acted, executed the instrument. 1············~
•
1AM DULANEY CONVEltSE
: Moury l"ubllc - C.ltfarnl a I
Contra Costa County
Commission # 2493149 -- l cs5el
Place Notary Seal and/or Stamp Above
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.
s;gnaMe~
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Bate. lumber ofPages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
o Corporate Officer - Title(s).
o Partner - o Limited o General
o Individual
o Trustee
o Other:

Signer is Representing.
o Attorney in Fact
o Guardian or Conservator
Signer's Name:
o Corporate Officer Title(s):.
o Partner - J Limited o General
o Individual
o Trustee
o Other:

Signer is Representing: _
o Attorney in Fact
o Guardian or Conservator
883838838888 8388885888883083880880.$3888388332888~
©2019 National Notary Association
119 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
803383080888388%088%85880388483383888808838388088088848808088~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County or ok-. 6<
o, So o1 2>2 efore me, L.. ol..t eve,Nv ht Ev-,
I
Date l Here Insert Name and Title of the Officer
[e[[0]\/ ][[f] l
d (I+
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the personsí whose name(s} is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ig), and that by his/he/their signatures;on the instrument the person[s), or the entity upon behalf of which the person/acted, executed the instrument. }
Jººººººººººººf
•

IAN DULANEY CONVERSE
• Noury l'ubllc - California I
¿ Contra Costa County
Commission # 2493149 -
My Camm. Expires Jun 25, 2028
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESSmyha~----
'[][q[[]fe
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
]it]f[\/De f[)CJ[hen[.

Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
/0fer's [ame;
□ Corporate Officer - Title(s):
□ Partner - □ Limited □ General
Signer's Name:
□ Corporate Officer Title(s).
□ Partner - [J Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
□ Attorney in Fact
□ Guardian or Conservator
8888823304888038508088388888338888308383888%83858288508880808880838804338908003380~ ©2019 National Notary Association
120 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements,
Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566041vl
121 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to ¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566041vl
122 of 270
Station East SIA Exhibit B
,
±,
_.. ~ .., _
onsite Public srA [AREA 1]
Onsite Public SIA I AREA2 I
.--------¡
Onsite Public SIA I AREA 3 I AREA 9+-
/ k
Onsite Private SIA PA s, 6 &: lla I AREA4 I • /~/.-
onsite Private SIA PA 7 [AREA5]
Onsite Private SIA PA 2 & 7ox
Onsite Private SIA PA 9 & PARCEL4
(2023075099)
/Public Parke srA][AREA8
/o±osee sn /[AA@]
~
PARCEL 2
(2023075099)
i ,+.

I
I

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE I"-60 DATE: FEBRUARY 14, 2025
~ n.ru ~ =NRAMON • <''Sl"O-OS,,
• ~ ROSEVILLE • .'916)788,-4450
0 60 120 180 CIVIL ENGINEERS • SUNVEYOHS • PLANNERS
%<!). N
\ acera

RES MANUFACTURING, INC

OVERALL SITE PLAN

STATION EAST
- -
I
+"p[ieBLDsG 5
- I,
w
_.CZ.)
eavaM T
, ]
I
l SHAMROCK MOV,NG COMPANY '
l
I
I
sf
•
I I I I •• • - --· • ~ 1
g
I
I .II
'- .0' g, _
f

II,-- --
j
----------
i@fiñ
y
Wg
e.NG#e
_. .+-
1 "
I
I
t'
'.I
?ACIC GAS AN -
ELECTRIC COMP?ANY '
t; o

PARCEL V
D-+
5 a
£
2o
I
~
'.\ ,'
AR2CEL A
9a
¡
-IAREA 2
/
---- -·
4CIC GAS ANO ELECTRIC COMA!
-
-,,
123 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566041v1
124 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.

TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 3- ONSITE PUBLIC SIA)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566100vl
125 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No.
-----
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 3- ONSITE PUBLIC SIA)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of , 2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20- 001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions ofApproval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198119566100v2
126 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code $ 66462 and UCMC $ 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 3 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19566100v1
127 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code§ 66499.11 and UCMC $ 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC S

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499.7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19566100vl
128 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566100v1
129 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code $ 66499.1 and UCMC § 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $3,796,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $3,796,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $379,600, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code§ 66499.4; UCMC § 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566100vl
130 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566100vl
131 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566100v1
132 of 270
104198\19566100vl
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
133 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566100v1
134 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law: Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19566100vl
135 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated:-------------
Attest
Thai Nam Pham
City Clerk
Dated:-------------

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
T
B
N
i
y
a
tl
:
e
t-4 l
:

Dated: Jut-
-12-
104198\195662371
136 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19566100v1
-13-
137 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
By:

Name:

Title: Authorized Representative
Date:
--------
-14-
104198\19566037v2
138 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
888088088830 383083888288388888888080888338~ 88088838.802088883838883840838~ 0333833583 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
couny or (okra 5É<
J
D
4 ate
, 2o6.
¡/'
».L.. Olnet aove -t
Here t,rt Name and Title of the Officer
sssonen=osaresVllCI o4
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person~sf whose name(s) is/are subscribed to the within instrument and acknowledged to me that@lshethey executed the same in his/her/theirauthorized capacity(iés), and that by Hist'her/their signatures[on the instrument the persons),or the entity upon behalf of which the person"8) acted, executed the instrument. 1-1
No
5 tary Pu
a
blic - California
j contra costa cuny j
Commission # 2493149
My Comm. Exlres Jun 25, 2028
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.

Place Notary Seal and/or Stamp Above
Signature _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer - Title(s): _
D Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name: _
□ Corporate Officer Title(s).
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
83888888080848388880%03088 83888888885888 3888388888838888308838585838£4~ 885858 ©2019 National Notary Association
139 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. a. }
on St ?a,éoen.. L.., Dl-a (av.,IO>a Q
Date
a
ft) (y.,'ere insert Name and Te or the oncer
personally appeared ------------
V
-
o
-
2 --------------------
Name(s) of Signer(s)
State of California
County or (_oh
who proved to me on the basis of satisfactory evidence to be the person(sf whose names) is/are subscribed to the within instrument and acknowledged to me that he/s/re/they executed the same in his//rer/their authorized capacity(ieSj, and that by his/her/tñeir signature(s} on the instrument the person(sf,or the entity upon behalf of which the person(g) acted, executed the instrument. a

JAN DULANEY CONVERSE
¿ Notary Public - California
± Contra Costa county j
Commission $ 2493149 :

My Comm. Exalres Jun 25, 1028
Place Notary Seal and/or Stamp Above
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.
s;gnatu,e ~
s.. .oc.a,A-.

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name: _
□ Corporate Officer - Title(s).
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name:
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
8880888588858588388888 9888332823083888838888388088888888030%888888388~8888808888000380838508808884088882828888384888808 ©2019 National Notary Association
140 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566100v1
141 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566100vl
142 of 270
Station East SIA Exhibit B
4-
Onsite Public SIA I AREA 1 I
Onsite Public SIA I AREA2 I
Onsite Public SIA [AREA3]
--,
Onsite Private SIA PA 5, 6 & 11a]/AREA 4 ]
Onsite Private SIA PA 7 & 8 [AREA 5 ]
Onsite Private SIA PA 2 & aoExG
Onsite Private SIA PA 9 &
'Pub1ic Parks SI] [AREA
/ore±tee s1 /[6
<'\
\
PARCEL 4
023075099)
ie
T
AREA3
'
I

RS MANUFACTURING, INC
LI
--
..
a ..l

RAILWAY PLACE
4, '?as I4«as; "Jq '
[T IA9ALT
SHAMROCK, MOVING COMP?AMI eI gJ! ti/ BLDG 7'+] 4z.J
I

LI I I,
[ sTEAiiSTLEPLACE
'1JI[off.ft,f /[ARE1] !Ella}al h!
4 f
,o
-
\
EC
«
.js@mg .-l
[,Gaar«u.Ai.t,.,L,Dr.

LOT 15
zz,
mlfil
PARCEL 2
(2023075099)
0 /
'!#{"n#ifii4$é,$,l'
J,-- E.
]
i
I
I
D-
<
-a
g
o
2 "'
•
rl ¡
l' hoe
107 PM 3/
•I
•
/
.g
8 y
s
.t

OVERALL SITE PLAN

STATION EAST

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE: I" -60' DATE. FEBRUARY 14,2025
11 ?/CIC GAS ANI
ELECTRIC COMP?AI
24CI#IC GAS MNO ELECTRIC COM?A!_ y
-
.-,,
.
~
r, r, I ~ SAN -ON • ,.,,, ..~,,, I l...J L.....J ~ ROSEVILLE • .'916)788-4456 0 60 120 180 CNIENGINEEHS • SUvEYOHS • PLANNEHS
( o
143 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566100vl
144 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.

TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 4- ONSITE PRIVATE SIA PA 5, 6 & lla)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566151vl
145 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No.
-----
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 4-ONSITE PRIVATE SIA PA 5, 6 & lla)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of , 2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20- 001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions of Approval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198\1956615lv2
146 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code $ 66462 and UCMC $ 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 4 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19566151vl
147 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code $ 66499.11 and UCMC $ 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC §

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period fat any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499. 7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19566151vl
148 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566151v1
149 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code $ 66499.1 and UCMC § 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $1,879,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $1,879,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $187,900, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code $ 66499.4; UCMC $ 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566151vl
150 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566151v1
151 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566151v1
152 of 270
104198\19566151v1
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
153 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566151vl
154 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law: Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19566151vl
155 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated: _
Attest
Thai Nam Pham
City Clerk
Dated: _

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
.

Nam
its"v»
e: le lay 'sql
Title: Owner UiePsdf
Dated: qve 21,71
-12-
104198\19566037vl
156 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19566151vl
-13-
157 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
By: -------~--'-,--,-' ----
e
Title: A
in5
uthorized Representative
Date: 6/%e/2¢
-14-
I 04198\19566037v2
158 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
83403088408888838888088388888808883833038888808~83888384838.83888388808940888888833 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California :L
couny ot (ah- o5A«
a Qow 24.2o26 coree.. 2[et aue,Al-SI
[y Here Insert Name and, Title oíthe oricer
personoaneare ((7SE4h
Name(s) of Signer(s)
Date
------------------------------------------•
who proved to me on the basis of satisfactory evidence to be the person(s9whose names is/are subscribed to the within instrument and acknowledged to me that be/she/they executed the same in his/her/their authorized capacity(es), and that by his/her/their signature(s on the instrument the persons), or the entity upon behalf of which the person(s) acted, executed the instrument. 1···------=--f a1AM DUI.AMEY CONVERSE
Notary Public - California
¿ contra costa cauny l
Commission # 2493149 ±
j u
O
My Comm. £x,1rM Jun 25, 20:f
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
.Ee
Signature of Notary Public

OPTIONAL
Completing this information con deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name: _
□ Corporate Officer Title(s).
□ Partner - Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name: _
□ Corporate Officer Title(s).
□ Partner - [J Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
©2019 National Notary Association
159 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE§ 1189
883283888038088088888080808883~388888888080188888888088883883~838388%3%88088883858%83403883888~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
couny or_ab- o6F
On Su"'i- )'ok.., t,P t,b before me, ~:C. ~_~_l_/_v_l"_"_'~'-l~º-V'\ _V_Cvf, ~c.-,,_, ~}J_o_)--_,._'t~~e_.J_}_I ,'_'--;' pate bed 1,9lsert Name and Tue or the omcer
personally appeared ''
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(sfwhose name()is/are subscribed to the within instrument and acknowledged to me that he/she/ttey executed the same in his//gr7Th@7 authorized capacity(i5), and that by his/her/tteir signature,sí on the instrument the person(sf, or the entity upon behalf of which the person(acted, executed the instrument.

IAN DULANEY CONVERSE
Notary Public - California
Contra Costa county
Commission # 2493149
My Camm. Ex»ires Ju 25. 202£
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my ha~d and/~ ~
]H[o[(J[e
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
[it[f/De f[)[[men['
Document Bate. lumber ofPages.
[@ne(s) )[her [han pared [p/e,
Capacity(ies) Claimed by Signer(s)
janer's [ame;
□ Corporate Officer Title(s).
□ Partner - □ Limited □ General
Signer's Name:
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing.
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
□ Attorney in Fact
□ Guardian or Conservator
©2019 National Notary Association
160 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566151vl
161 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to ¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566151vl
162 of 270
Station East SIA Exhibit B
Onsite Public SIA I AREA 1 I
Onsite Public SIA I AREA2 I
Onsite Public SIA I AREA 3 I
[AREA 9+ »e ,'1
/,
Onsite Private SIA PA 5, 6 & lla I AREA4 I
Onsite Private SIA PA 7 &: 8 I AREAS I
- -- . - )
Onsite Private SIA PA 2
Onsite Private SIA PA 9 &:
[u1ie Pare sr] [REA
[offsite SIA IIARE

OVERALL SITE PLAN

STATION EAST
• a
PARCEL2
(2023075099)

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE. I" -=60 DATE. FEBRUARY 14, 2025
D-
£
~ íl.f1.J r,:¡,-i ~
SANRAMON • ,,,s,e,0-00,,
ROSEVILLE • (916)788-4458
0 60 120 18O CIVIL ENGINEERS • SU#VEY0HS • PLANNEHS
PARCEL4
~
!023075099)
± %
AREA
i _s ·
?/CIC CAS AD

ELECTRIC COMPANY
.-- ::; ,
·~-------
~-
1 ,
'¡
I
I I
i
I I
I
I

RES MANUFACTURING, INC
1p4#
I o
~ ~LDG5l11 q
f1__
[RiiiPLc@
'zJLT 1o.Nt
[tes@te
]
¡
- y_y i- II"Z"Z¿lg
i,~REA1 1 ' , {,l(r~Lo[PLACEE
. • ji/$ll
-- F "
,- ixGsrEiiUI~ C , - ., :,,.

SH/MR0C, MOVING COM?AI
I
' \\I PARCEL V -' _) p
;
Ill 8Ee»i
' 5 \. PARCGEELL U ~ Es AID HIE•cTRIC COMc::.;: t
l
[l]
+
c~ ncs,_
( «
,,. (
a
O
ea
[
'/
l1
163 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566151v1
164 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.

TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 5- ONSITE PRIVATE SIA PA 7 & 8)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566188vl
165 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No. _
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 5- ONSITE PRIVATE SIA PA 7 & 8)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of,2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20- 001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions of Approval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198\19566188v2
166 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code $ 66462 and UCMC $ 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 5 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19566188vl
167 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code§ 66499.11 and UCMC § 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC S

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499.7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19566188vl
168 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566188v1
169 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code $ 66499.1 and UCMC S 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount 0f $1,541,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $1,541,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $154,100, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code $ 66499.4; UCMC $ 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566188v1
170 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566188v1
171 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.'
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566188vl
172 of 270
104198\19566188vl
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) AII Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VIP" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
173 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation: Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566188v1
174 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law; Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19566188vl
175 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated: _
Attest
Thai Nam Pham
City Clerk
Dated: _

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
.vo±Ee. ety st +9
Title: Owner. Vie Pe5ldaf
Dated: Cue 1A¡ Z6Le
-12-
104198\19566041vl
176 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19566188vl
-13-
177 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
Title: Authorized Representative
-14-
I 041981 l 9566037v2
178 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
83830282338388383888888880888808588858888888880380308318885888888833882838830282388388388~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county or _okra
o,_Jog 2ts,>er na.L Qocq ,MA- RI•
Date I / ( Here Insert Name and Title of the Officer
ersonoamearea '.(G7 5£efl
Name(s) ofSigner(s)
Col }
who proved to me on the basis of satisfactory evidence to be the person($whose namesis/are subscribed to the within instrument and acknowledged to me that hetshe/they executed the same in bis/her/their authorized capacity(ié$), and that by His7her/their signature~son the instrument the persons), or the entity upon behalf of which the person(7) acted, executed the instrument.

JºªººIAºN DºULAºNEYºCºONºVERSºEºf = Notary Public • California :
2z contra Costa County E
~ Commission# 2493149 I
on. are32"2%
Place Notary Seal and/or Stomp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

Signature _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer - Title(s):
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name:
□ Corporate Officer - Title(s).
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
©2019 National Notary Association
179 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
884388884830388838583808888838~38#88083528388388889088888838888883038888~888883888883888888330838888888~838383388380833 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. (l.d lc("ere mser Name ana Te or me omcer
personally appeared t:.. • _f-_1-- _
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(gwhose name(s) isaresubscribed to the within instrument and acknowledged to me that he/shoe/they executed the same in his/er/their authorized capacity(iés), and that by his/bot/their signatures) on the instrument the person~s), or the entity upon behalf of which the person~) acted, executed the instrument.

State of California
county or (e»ha
o, So %
Date
1ºº>ººIAºN DºULAºNEYºCºONºVERºSEº~
: Notary Public • California :

Contra Costa County i i Commission If 249 3149 I
£2e
Place Notary Seal and/or Stamp Above
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.
[][q[]fe
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Tit]o r[/De f[)Cum7en['
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer - Title(s):.
□ Partner - □ Limited □ General
]@ner's [ame;
□ Corporate Officer Title(s).
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
□ Attorney in Fact
□ Guardian or Conservator
©2019 National Notary Association
180 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566188vl
181 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to ¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566188v1
182 of 270
Station East SIA Exhibit B
Onsite Public SIA i I AREA 1 I
onsite Public SIA [AREA2 ]
Onsite Public SIA I I AREA 3 I
[AREA 9+-
s
Onsite Private SIA PA 5, 6 &: lla I AREA4 I ~-/
I
'¡
Onsite Private SIA PA 7 & 8 I AREAS I/\·· __ ,,- -' I
Onsite Private SIA PA 2 & 4 [AREA6 ]y
I
I
Onsite Private SIA PA 9 & 10 AREA 7
z
PARCEL4 I
,. /4
023075099) I
I ¼
:tV/'f\"
% I
[Public Parke sr] [AREA] +
a I
\ ,/ I
/oreite sna /[@Rp?
I
2 PARCEL2
IAREA 3 (2023075099)
,g musmr /[_~-'--_ .-~-~~:
~
•• ~ __, , _ -•· -, ' "' ,LtOócT5'
= {ff ill iiI
I
I
J :

RS MANUFACTURING, INC
I
I

1. I '
il ] S+4MRoc'0C I MOVING cOM ,,y
I
, 1 , ~,
1 ,rL0111•17 •• _
I
1 : I u_ ":i BLDG 1 :I Jl:j
!~REA1 1 I SJEAM_\_\_\ l
r
)
,
{EIEna
_H!EEl.e
sEgSS@SnEñ goo. a tose" yge
I
15 El
3 £
2 g
o
2a,
,1\.1(,.
ll' I
I I
' AREL A
I
107 PM 3/
, I
i
•
.

OVERALL SITE PLAN

STATION EAST

CITY OF UNIONCITY ALAMEDA COUNTY CALIFORNIA
SCALE I-60 DATE FEBRUARY 14, 2025
~
i1 r, I ~ SAN RAMON • "'""'-O"'
l! l[cg]
0 60 120 180 CII ENGINEEHS SUNVEYOHS • PLANNEHS
.- I
?CIIC CAS AN - >
ELECTRIC COM?ANT
\ ,.,
( o

PARCEL V
.cc cs A ucrc coy_ _f
-
183 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566188v1
184 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.

TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 6 - ONSITE PRIVATE SIA PA 2 & 4)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566207vl
185 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No.
-----
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 6- ONSITE PRIVATE SIA PA 2 & 4)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of , 2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20- 001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions ofApproval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198\19566207v2
186 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code $ 66462 and UCMC S 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 6 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\195662071
187 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code $ 66499.11 and UCMC § 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC §

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499. 7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19566207vl
188 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566207vl
189 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code $ 66499.1 and UCMC S 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $1,402,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $1,402,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $140,200, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code $ 66499.4; UCMC $ 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566207vl
190 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566207v1
191 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566207vl
192 of 270
104198\19566207vl
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies ofall required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
193 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566207vl
194 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law: Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19566207vl
195 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.
[)[d,
Attest
Thai Nam Pham
City Clerk
Dated: _

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
DEVELOPER· Lg«a; Hes sf Cali«k«,-
o» UH1 l/a 0/
Name: Kelley Stow«
Title: Owner Ue Pe~du(
Dated: lune 14, 0Le
-12-
104198\19566100vl
196 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\195662071
-13-
197 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
By:

Name:

Title: Authorized Representative
Date: ul}> (26
-14-
104198\19566037v2
198 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
388%020888028808308088338388%828882838383888080880888.2~83880300804888888288838%00880083858588882808~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
county t. (onhr Gr
74, 22 ", Da. ,E Q1-
on U-' L
Da
'T
te
H Vol etore
leme.(
-'6"V;oh,"".s"
(7 "sen Nae and Tue or the oncer
personally appeared t2-f7h
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the personswhose names) isl/are subscribed to the within instrumentand acknowledged to me thate/she/hey executed the same in his;her/tieir authorized capacity(ie$), and that by his7fer#heir signatures) on the instrument the persons, or the entity upon behalf of which the person8acted, executed the instrument. ..~=.~e:;.;~.!
< Notary Public - California
Contra Costa county z
Commission # 2493149 :

My Comm. Expires Jun 25, 2028
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
[jt]o f[\/D f[)[y[nen['
DocumentDate: Numberof Pages: _
i@fer(s) thor [han [amed [boye.

Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer Title(s):
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name:
□ Corporate Officer Title(s).
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
©2019 National Notary Association
199 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
8838088083838888028508388833880230838880838%808488388080888888883888£08408888488838~388308885880%88 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
C of- ounty of
~
on Qa. }
3« 2>G corn. L. leer eves, >t DI
Date lV\.&..J {¡(. e Here Insert Name and Title of the Officer personally appeared ------~------'-•_\_f-_"'2,...-- _
Name(s) ofSigner(s)
who proved to me on the basis of satisfactory evidence to be the person(s/whose name(sis/are subscribed to the within instrument-and acknowledged to me that he/she/they executed the same in his/he/tlr authorized capacity(iés), and that by his/her/their signature$) on the instrument the person(sf,or the entity upon behalf of which the person() acted, executed the instrument. iººººIAº
N D
º
ULAºNEYºC
ºONº
VER
º
SE
º
: Notary Public • Caltfornla ~
/i contra costa cuny
Commission # 2493149 --
My Comm. Expires Jun 25, 2028
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.

Place Notary Seal and/or Stamp Above
Signature _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
DocumentDate: NumberofPages: _
Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer - Title(s).
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name:
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
©2019 National Notary Association
200 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566207vl
201 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to ¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566207vl
202 of 270
Station East SIA Exhibit B
±s " --~-...,
..-.--A •
onsite Public SIA [AREA 1 ]
['onsite Public SIA I AREA2 I
Onsite Public SIA I AREA 3 I ~-----~ AREA 9rk
onsite_Private_srPA_s._6_e11a/ [6REA@]
onsite Private SIA PA 7 s s [RE5], 2
Onsite Private SIA PA 2 & Exe
Onsite Private SIA PA 9 &
Parks SrA] [AREA
[or£site sr /[AREA
PARCEL4
2023075099)
~
T
AREeN3l
I' I
'1
I

REUS MANUFACTURING, IIC
--
e'E/elArlaassist;]
l41;or[
l
I
I
I SHAMROCK MOVING COMPANY : i
] asen {
o \ __
~,,__.-/
PARCEL 2
(2023075099)
'\i. (
r·r i
lane
107 PM 37
11 :
-- ---:::===::----_ -----

OVERALL SITE PLAN

STATION EAST

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE.I" -60 DATE, FEBRUARY 14, 2025
~ n.ru ~~
SANRAMON • "'"'"-0"'
ROSEVllLE • _<916)788-4456
0 60 120 180 CNIL ENGINEERS • SUNVEYOHS + PLANNEHS
-\_
?ACIC CAS AND
ELECTRIC COM?AII
'
•
ige] "ARTE
""'"-"". g2u uEC.BcOoMP'AN'
!
I - ~
pLsg[
g
cccs _
( o
203 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566207vl
204 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.

TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 7-- ONSITE PRIVATE SIA PA 9 & 10)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566237vl
205 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No.
-----
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 7-ONSITE PRIVATE SIA PA 9 & 10)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of , 2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20-001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions of Approval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198\19566237v2
206 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code $ 66462 and UCMC § 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 7 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19566237vl
207 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code $ 66499.11 and UCMC § 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC §

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499. 7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\195662371
208 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the lmprovements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566237vl
209 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code $ 66499.1 and UCMC § 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $700,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $700,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $70,000, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code $ 66499.4; UCMC $ 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566237vl
210 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566237vl
211 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) Genera] Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566237vl
212 of 270
104198\19566237vl
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
213 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566237vl
214 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs. Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law: Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19566237vl
215 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated: _
Attest
Thai Nam Pham
City Clerk
Dated: _

CITY OF UNION CITY
By: _
Joan Malloy
City Manager

DEVELOPER),
ar Hlnerok Al«to, LO
)
»Es±es Name' kite uils»..

Dated: Jug 2A,i6@e
-12-
104198\19566151v1
216 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19566237vl
-13-
217 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
By: ~. ~
Name: Chal 'oh2
Title: Authorized Representative
-14-
104198\19566037v2
218 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE§ 1189
850588388883388383038838028884~8804338808088833843838838805084388338388880838003328~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California }
county or (auk. C6l«
6 So4
Date

4.,2s oe«.L. Dreno, U»+1 D>
Here Insert Name and Title of the Officer
ersoroaeorea lZ5rufa
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the personswhose names is/are subscribed to the within instrument and acknowledged to me that be/she/ttrey executed the same in His/her/their authorized capacity(i9$), and that by his/her/their signaturg/s) on the instrument the persons) or the entity upon behalf of which the person~s) acted, executed the instrument.

J.,-.;;'~"-;,;;,~~.- f < Notary Public - California
Contra costa county j
Commission # 2493149 :

My Camm. Expires Jun 25, 1023
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature --~,a,oo"'~---=- -,._-~------
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name: _
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name: _
□ Corporate Officer - Title(s): _
□ Partner- DJ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing.
□ Attorney in Fact
□ Guardian or Conservator
©2019 National Notary Association
219 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
8888880808%318888880808488005 838808383838388088388888888323~ 088388808888888888808830808888~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county ot (eh- o6,ha
o, 3al,2>l@ on.En Bl«ct Gov Al.t p-_
pate _,'/eset Name and Tue or the oncer
personally appeared "Ult
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the personshose name(sf is/aresubscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/er/their authorized capacity(iés), and that by his/Her/their signatures) on the instrument the persons) or the entity upon behalf of which the personjat acted, executed the instrument. }
~¡····N
IA·oN
ta
D
ry·ULAP·u
N
b
EY
li·c
C
•·OCa
N·liV
f
E
o
RS·rnE
ia· ~
¿ contra costa cuny
Commission # 2493149 -
My Camm. Expires Jun 25, 2028
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.
ianer(s) )thor [han [amed boye.

Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
©2019 National Notary Association
Signer's Name: _
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
220 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566237vl
221 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to ¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566237vl
222 of 270
Station East SIA Exhibit B
onsite Public SIA [AREA T]
onsite Public SIA [AREA2 ]
Onsite Public SIA I AREA 3 I AREA 9,
Onsite Private SIA PA 5, 6 & 11a I AREA4 I
Onsite Private SIA PA 7 & 8 I AREA 5 I
Onsite Private SIA PA 2 &
Onsite Private SIA PA 9 &
[Public Parks sr] [REA
ARE
I/
I
I
I
I
I
1 RS MANUFACTURING, INC
I I
/0ffsite SIA
'Ip44
1 o
1 ~~1-08~º? st I
1[ RALAyPLACE
,II% I
I l3i _·, Jc> 'BLDG°6'"' ¡j':f,
!I"-i
ones },ap4%a4
I
: ul BLDG 7 nf -'e!
I · I I I I¡
[srÉÁu HisrLEPLACE
REA1] /{I_nIn Lg[m.@
5i\ _[
OJ
tut
+ %T 15
z7z
87 #
PARCEL2
(2023075099)
PARCEL 4
!023075099)
4 -AREA3~
. .___
-i •
_.. ~-----·
\'
I
-t;
--
1o
3a
le
,-~--- ,(
1PA\CL A
1 107 PM 3/
: , I '
' ! ' •
\
~._)

ZWISSIG
WAY _o-u
a.

OVERALL SITE PLAN

STATION EAST

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE: I"-60' DATE FEBRUARY 14,2025
~
r, r-, I ~ SAN =MON • "'""~"' I u L....J~ ROSEVILLE • (916)786-44:)6 0 60 120 180 CNVI ENGINEERS • SUHvEYOHS • PLANNERS
I
?/CIC CAS AND

ELECTRIC COMA
\
t o
PACIFIC GA~ AND ELECTRIC COMPANU
-
-,,
223 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566237vl
224 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.

TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 8-PUBLIC PARKS SIA)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19565722vl
225 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No. _
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 8- PUBLIC PARKS SIA)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of , 2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter "Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20- 001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions of Approval), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198119565722v2
226 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code § 66462 and UCMC § 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 8 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19565722vl
227 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code $ 66499.11 and UCMC $ 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC §

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499.7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19565722vl
228 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19565722vl
229 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code $ 66499.1 and UCMC S 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $1,971,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $1,971,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $197,000, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code $ 66499.4; UCMC $ 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19565722vl
230 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19565722vl
231 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19565722vl
232 of 270
104198\19565722vl
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
233 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Hornes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: kelley.stough@lennar. corn
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19565722vl
234 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law; Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\19565722vl
235 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.
])3[@d,
Attest
Thai Nam Pham
City Clerk
Dated: _

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
DrvELoR· nu Hoas{Call+,-C
o.i#les' R@t +s4
Tide: óJtkle#de,±
Dated: June 24, 22é
-12-
104198\19566188vl
236 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19565722vl
-13-
237 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
By:

Name:

Title: Authorized Representative
Date: 6(8>/2u
-14-
104198\19566037v2
238 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
880%088888888 830388088388888388838088808888~ 35888%828388084883838383088383283~ 3883 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county or (onkro Sw,4u
Date Here Insert Name and Title of the Officer
ersoroaseares 'Clt fe
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the persons}whose name~sf is/are subscribed to the within instrument and acknowledged to me thatete/she/they executed the same in.his/her/1Hetr authorized capacity(iof,and that by bis/her/their signature/s on the instrument the persons], or the entity upon behalf of which the person(?1'acted, executed the instrument. na }
2>26 ce..•27avo, --B
a

IAH DULANEY CONVERSE
Notary Public - California
l _coníra costa cun, g
Commission # 2493149
My Comm. Expires Jun 25, 2028
Place Notary Seal and/or Stamp Above
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

WITNESS my hand and official seal.

Signature-~~~~--~---------
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
Document Date: Number of Pages.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name: _
o Corporate Officer - Title(s).

D Partner - J Limited o General
Signer's Name:
o Corporate Officer Title(s).
o Partner - o Limited o General
D Individual
o Trustee
D Other:

Signer is Representing: _
D Individual
o Trustee
o Other:

Signer is Representing: _
o Attorney in Fact
o Guardian or Conservator
o Attorney in Fact
□ Guardian or Conservator
©2019 National Notary Association
239 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
838888888888880883388883888388~
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county or on kr-
~
o, Quwt 7s,
t
Date
}
store«..
í
Lotor onv, NE-r -»
¡ J Here Insert Name and Title of the Officer
personally appeared yd<[+
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person whose name( ish:ífe subscribed to the within instrumenand acknowledged to me that he/she/ttey executed the same in his; ieir authorized capacity(igs), and that by his/her/their signaturg(s) on the instrument the person (s), or the entity upon behalf of which the person$ acted, executed the instrument.

IAN DULANEY CONVEASE
Notary Public - California
Contra Costa county
Commission 4 2493149
My Comm. Expires Jun 15, 2028
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.

Place Notary Seal and/or Stamp Above
Signature _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
DocumentDate: NumberofPages: _
Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name: _
□ Corporate Officer - Title(s): _
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
Signer's Name:
□ Corporate Officer Title(s):
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
833200808882888008885808888885~ 838885848588088048388580888028~ 88888020888888880858 ©2019 National Notary Association
240 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19565722vl
241 of 270
Asphalt Surfaces

1. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to " wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes

1. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices

1. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV

1. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19565722vl
242 of 270
Station East SIA Exhibit B
/ a y=,
-.
e. 4
.
f
Onsite Public SIA
onsite Public SIA [AREA2 ]
I AREA3 I ~-------~
Onsite Public SIA
I AREA 1 I
AREA 9yh
. - s
Onsite Private SIA PA 5, 6 & 11a]/AREA4] •
Onsite Private SIA PA 7 &: 8 I AREAS I /• ~A
o PARCEL 4
2023075099)
- e 4,¿{sy \)
'Pub1ie Parke sr] [AREA] 2
\
+€ (@ [os- s /[6a@]4< e
«
PARCEL2 [
(2023075099) AREA 3
I
i
I I

I I I I
1 I
I
.
.',

RS MANUFACTURING, INC
/,
ii
Onsite Private SIA PA 2
Onsite Private SIA PA 9 &
¡;;!
.g
a
2 "'I
.
(
r
1 I
I
L,
J
ISSIG

OVERALL SITE PLAN

STATION EAST

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE. I"-60' DATE FEBRUARY 14,2025
~ n..ru ~ SANRAMON • <''Sl">-0"'
ROSEVILLE • (916) 788-4450
0 60 120 10 CNI ENGINEERS • SU#VEYOHS • PLANNERS

ACIC GAS AND
ELECTRIC CO.MAI
~- ---" 11==LOT54r
o
IE%#
[ za@Liir izLC
',EM I
'· J ', BLDG 6 r •
-ul dall
seso lre+44
l
'l"'- BLDG7➔:ú .,,
4 LL "
I
I , 1. STEAMWIIISTLllPl.AC!!
J~
1DJ~ LOTSiilld' [AREA 1} 'ks l4¡;}] }+f
I u' , BLDG s •• 'u tog, + hall,
-=---=
o
D-
"--
/
a g
-a
d'
,2y
l
<e<, 7

PARCEL V /
cc so ucrc co@in l»cw
--✓'
243 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19565722v1
244 of 270

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Attention: Public Works Director

EXEMPT FROM RECORDING

FEES PER
GOVERNMENT CODE §§6103,
27383
Space above this line for Recorder's Use

SUBDIVISION IMPROVEMENT AGREEMENT
No.__
TRACT MAP 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 9- OFFSITE SIA)

LENNAR HOMES OF CALIFORNIA, LLC
104198\19566271vl
245 of 270

SUBDIVISION IMPROVEMENT AGREEMENT
No.
-----
TRACT NO. 8251

STATION EAST RESIDENTIAL MIXED-USE DEVELOPMENT
(AREA 9- OFFSITE SIA)
THIS SUBDIVISION IMPROVEMENT AGREEMENT for Tract No.8251 (the "Agreement") is entered into as of , 2026 between the CITY OF UNION CITY, a municipal corporation ("City") and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company (hereinafter"Developer). City and Developer may be collectively referred to herein as the "parties."
Recitals
This Agreement is based on the following facts, understanding and intentions ofCity and Developer:

A. Developer is the developer ofthe Station East development project located on the real property located in the City ofUnion City, County ofAlameda, State ofCalifornia, more particularly described on Tract No. 8251 (the "Property"). Millrose Properties California, LLC, a California limited liability company ("Millrose") is the current fee owner ofthe Property and consents to the recordation ofthis Agreement as evidenced by its signature below. Lennar anticipates acquiring Property back from Millrose at a future date; and
B. On June 8, 2021, the City Council approved the tentative map (TTM-20-001) for a subdivision ofthe Property (Tract No. 8251) with certain conditions (collectively, the "Conditions ofApproval"), and the final map is based on this approval; and C. The subdivision of the Property is also subject to that certain Development Agreement with an effective date ofJuly 22, 2021 and recorded in the Official Records ofAlameda County on December 14, 2021, as Document No. 2021396181 (as amended from time to time, the "Development Agreement");
C. Developer is required and proposes to construct various improvements in and adjacent to the subdivision. The improvements are described generally in the Approved Plans as defined below ("Improvements"). The Improvements are required by the Subdivision Map Act, the Union City Municipal Code ("UCMC") and the tentative map approved by the City; and -2-
104198\19566271v2
246 of 270
D. Developer has presented a final subdivision map for the Property, and has requested that City approve the final map so that it may be filed and recorded; and E. As a condition precedent to the acceptance and approval of the final map, the City requires the agreement for construction of Improvements as shown on the approved improvement plans and specifications for the construction on file with the City Engineer's office (collectively, and as may be modified with City approval, the "Approved Plans"). (Gov. Code $ 66462 and UCMC § 17.32.010.) Developer requested approval of the final map before the construction and completion of the Improvements, subject to this Agreement; and F. Government Code sections 66499 and 66499.3 and UCMC section 17.32.060 require that security be provided with any such subdivision improvement agreement, and establishes the types and amount of security; and
G. City wishes to ensure that the Improvements will be completed in a workmanship manner and in accordance with the conditions of approval and applicable law; and H The Parties have agreed to enter into nine (9) separate subdivision improvement agreements for different elements of the Improvements. For the purposes of this Agreement, the Improvements shall refer to those specific Improvements identified within Area 9 on Exhibit B, attached hereto and incorporated herein, and as further detailed in the Approved Plans.

I. The Parties agree that, prior to acceptance of the improvements related to the final Subdivision Improvement Agreement for the Tract, review of the conditions of the public streets previously constructed by Developer under prior Subdivision Improvement Agreements solely to determine whether such improvements have been adversely impacted by Developer's current construction activities shall be performed at the request of the City. Any required pavement repairs or treatments shall be limited to those reasonably necessary to address damage directly caused by Developer's current work, shall be mutually agreed upon by City and Developer. In no event shall Developer be responsible for general maintenance, rehabilitation, or upgrades of previously accepted public improvements unrelated to damage caused by Developer's activities.

J. Parties acknowledge that by entering into multiple subdivision improvement agreements, the Developer waives their option to request partial acceptances.

NOW, THEREFORE, for and in consideration of anticipated approval and recordation of the final map for the Property, and the dedications therein offered, and in order to ensure satisfactory performance by Developer of its obligations under this Agreement, the Subdivision Map Act and the UCMC, City and Developer agree as follows:
l. Required Improvements. Developer shall, at its sole cost and expense, install and complete the Improvements based on the Approved Plans on file in the Public Works Department and incorporated herein by reference. All Improvements shall be done in a professional and workmanship manner in accordance with the latest City of Union City Public Works Standards, the Standard Specifications of Alameda County Public Works and the latest Standard Specifications of the State of California, Department of Transportation. If there is any conflict between the specifications, the City Engineer shall determine which prevail. -3-
104198\19566271vl
247 of 270
Developer warrants that the Approved Plans are accurate and complete. If at any time before expiration of the one year repair and maintenance period described in section 4 below, the Approved Plans prove to be inadequate in any material respect, Developer shall make whatever changes are reasonably necessary to correct the inadequacy. Moreover, if the work on the Improvements has been performed pursuant to inaccurate or incomplete Approved Plans, Developer shall correct such work at its own expense.

Developer reserves the right to modify the plans and specifications for the Improvements as the development progresses if unforeseen conditions occur, provided that written approval is first obtained from the City Engineer in his or her reasonable discretion, which approval shall not be unreasonably withheld, conditioned or delayed. City reserves the right to make modifications to the plans and specifications for the Improvements whenever field conditions and/or public safety reasonably require such modifications. Developer shall pay City, and be responsible for all costs, expenses, and liability associated with checking and inspecting any modifications.

If Developer fails to construct the Improvements as required, City may, at its option: (1) grant an extension of time in accordance with UCMC section 17.32.050; (2) cause the Improvements to be completed and recover all related costs from Developer and/or the surety. (Gov. Code§ 66499.11 and UCMC § 17.32.050.)

2. Time for Completion. All Improvements shall be installed and completed within 18 months from the date of this Agreement or such time as approved by the City Engineer, not to exceed a period of 36 months, unless a different deadline is established by the Development Agreement or an extension is granted by the City Council or the City Engineer. (UCMC S

17.32.050.) The date of completion shall be the date of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans. The date of the approval by City Council for acceptance of the Improvements shall be the date used on the City resolution accepting the Improvements. No periodic progress inspections, waiver of any defect, or breach of this Agreement shall bind the City to accept the Improvements.
(a) Inspection and Acceptance. Upon completion of the work, including the 90-day establishment period for any landscaping, on all or any category or area of the Improvements eligible for acceptance, the Developer may request a final inspection by the City Engineer. Written notice requesting final inspection shall be submitted to the City Engineer and City Engineer conduct the requested final inspection in compliance with the requirements of Government Code section 66499.7. Within ten (10) days of a final inspection that demonstrates Developer has satisfactorily completed the Improvements inspected in accordance with the Improvement Plans, the City Engineer shall recommend and schedule with City Council at the next available date, the acceptance of the Improvements by the City Council, unless such power to accept has been delegated by the City Council to the City Engineer or another officer of the City, in which case the final acceptance shall be subject to the reasonable approval of that specified official (any determination that the Improvements has not been satisfactorily completed shall include a list of all remaining work to be completed). Such final inspections shall apply the standards and provisions of Exhibit A to determine if the Improvements has been satisfactorily completed. After acceptance of the Improvements by the City Council or delegated official, the City shall be responsible for all maintenance of the Improvements accepted by the City except -4-
104198\19566271vl
248 of 270
for warranty repairs necessitated by a construction defect in the Improvements as described in Exhibit A and the final pavement treatment described in Recital I. The procedures related to City inspections and the conditions required for acceptance are more specifically described in Exhibit A, incorporated herein by this reference.
(b) Third Party Agencies. Consistent with Government Code Section 66499.8, for the portions of the Improvements that are to be accepted by another governmental agency, such as a wet utility provider, the City shall not release the improvement security until the obligations are performed to the reasonable satisfaction of such other governmental agency.

In accordance with Government Code Section 66499.8, such other governmental agency shall be conclusively deemed to be satisfied with the performance of the Improvements if it has not responded within two months after notice of completion of the the portions of the Improvements that are to be accepted by that governmental agency.

3. Costs of Plan Check and Inspection. Upon execution of this Agreement, Developer shall pay to City the sum of $193,463.33 to cover the cost of plan checking and inspecting the Improvements.

4. One Year Repair and Warranty Period. Except as otherwise expressly provided in this Agreement, and excepting only items of routine maintenance, ordinary wear and tear and unusual abuse or neglect, or damage by third-parties, Developer guarantees all work executed by Developer and/or Developer's agents, and all supplies, materials and devices of whatsoever nature incorporated in, or attached to the work, or otherwise delivered to City as a part of the work pursuant to this Agreement, to be free of all defects of workmanship and materials for a period of one (1) year after final acceptance of the work by City. Developer shall repair or replace any or all such work or material, together with all or any other work or materials which may be displaced or damaged in so doing, that may prove defective in workmanship or material within said one-year guarantee period without expense or charge of any nature whatsoever to City. City shall apply the standards and provisions of Exhibit A in making such a determination.

Developer further covenants and agrees that defects in workmanship or materials identified during the one (1) year guarantee period shall be promptly corrected. Any repaired or replaced portion of the improvements shall be warranted for a period of ninety (90) days from the date of completion of such repair, or for the remainder of the original one (1) year guarantee period, whichever is longer. In no event shall the guarantee period for any improvement or repaired item be extended beyond one (1) year from the date of original acceptance, except that the foregoing ninety (90) day repair warranty may extend beyond such one-year period solely with respect to the specific repaired item.

In the event Developer shall fail to comply with the conditions of the foregoing guarantee within thirty (30) days' time, after being notified of the defect in writing, City shall have the right, but shall not be obligated, to repair or obtain the repair of the defect, and Developer shall pay to City on demand all costs and expense of such repair. Notwithstanding anything herein to the contrary, in the event that any defect in workmanship or material covered by the foregoing guarantee results in a condition which constitutes an immediate hazard to the public health, safety, or welfare, City shall have the right to immediately repair, or cause to be repaired, such defect, and Developer shall pay to City on demand all costs and expense of such repair. The -5-
104198\19566271vl
249 of 270
foregoing statement relating to hazards to health and safety shall be deemed to include either temporary or permanent repairs which may be required as determined in the sole discretion and judgment of City.

If City, at its sole option, makes or causes to be made the necessary repairs or replacements or performs the necessary work, Developer shall pay, in addition to actual costs and expenses of such repair or work, twenty percent (20%) of such costs and expenses for overhead, and interest at the maximum rate of interest permitted by law, accruing thirty (30) days from the date of billing for such work or repairs.

5. Security.
a. Amount of security. Upon execution of this Agreement, Developer shall file the following bonds with the City: (Gov. Code§ 66499.1 and UCMC S 17.32.060.) 1) Faithful Performance Bond. Developer shall submit a corporate surety bond in the amount of $4,763,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the faithful performance of this Agreement. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney. 2) Labor and Materials Bond. Developer shall submit a corporate surety bond in the amount of $4,763,000.00, which is 100% of the total estimated cost of construction of the Improvements, guaranteeing the payment of all persons for labor or materials furnished in the construction of the Improvements. The bond shall be executed as surety by a corporation authorized to issue surety bonds in the State of California and shall be in a form and with a surety approved by the City Attorney.
b. Warranty Bond. Before the City's acceptance of the Improvements, Developer shall deposit with the City either cash or an acceptable corporate surety bond in the amount of $476,300, which is 10% of the estimated cost of construction of the Improvements as security for maintenance of the Improvements and to guarantee the Improvements against any defective work or labor done, or defective materials used in the work.
c. Estimate of Improvement costs. As a part of the obligation guaranteed by the security, and in addition to the full amount of the security, there shall be included costs and reasonable expenses and fees, including reasonable attorneys' fees, incurred by the City in enforcing the obligations secured ("Estimated Total Cost of the Improvements"). (Gov. Code§ 66499.4; UCMC § 17.32.060.) d. Release of security. Complete Release of security shall be in accordance with Gov. Code section 66499.7 and UCMC section 17.32.070.

5. No Waiver by City. City inspection, approval or acceptance of the Improvements shall not relieve Developer of its obligations to fulfill this Agreement as provided herein, nor -6-
104198\19566271vl
250 of 270
shall City be stopped from bringing any action for damages arising from Developer's failure to comply with the terms and conditions of this Agreement.

6. Indemnity. Developer shall defend, indemnify, and hold harmless City, its officers, employees, agents, and elective and appointive boards from any and all claims, losses, damages, including property damage, personal injury, including death, costs, including attorney fees, and liability of any kind or nature to the extent directly or indirectly arising out of performance under this Agreement and/or the construction of the Improvements by Developer, contractor or any subcontractor, or of any person directly or indirectly employed by, or acting as agent for Developer, contractor or any subcontractor, save and except those matters arising from the sole, active negligence or willful misconduct of City. Developer's obligations under this Section 15 shall extend until the date that both of the following have occurred: (1) the City accepts all of the Improvements; and (2) the one year warranty period has expired, at which time the indemnification obligations under this section 15 shall automatically terminate with regard to any cause of action arising after such date. Notwithstanding the preceding sentence, Developer's obligations under this Section 15 for claims related to latent defects of the Improvements shall extend until the date that is ten (10) years after the date the City accepts all of the Improvements.

Acceptance of insurance required under this Agreement shall not relieve Developer from liability under this defense, indemnification and hold harmless provision.

The parties intend that this provision shall be broadly construed to effectuate its purpose.

The provisions of this section 15 shall survive completion of the Improvements or the termination of this Agreement.

7. Encroachment permit: Prevailing wages.
a. Encroachment permit. For any work done in the public right-of-way, Developer shall obtain encroachment permit(s) from City and shall, at its sole cost, furnish City with the required certificates of insurance and endorsements for review and approval by City before the start of any work, and shall maintain insurance throughout the duration of the Agreement.
b. Prevailing wages. Developer agrees to comply with prevailing wage law, Labor Code Section 1720 et seq., to the extent applicable to the Improvements and shall be responsible for any penalties and wages as required by law incurred for noncompliance. c. Applicable law. Developer shall construct the Improvements in accordance with all federal, state, and local laws, ordinances, regulations and rules. Developer shall be solely responsible for obtaining any require licenses or approvals necessary for construction of the Improvements.

8. Insurance. Developer shall procure and maintain for the life of this Agreement (including the one (1) - year guarantee period as described in section 4 of this Agreement), insurance against claims for injuries to persons and damages to property which may arise from or in connection with the performance of the work hereunder by Developer, its contractor, agents, -7-
104198\19566271vl
251 of 270
representatives, employees or subcontractors. Said insurance shall be maintained in full force and effect until the written Release of Security is issued by the City Engineer. Additionally, completed operations coverage shall be maintained in full force and effect for three years after the acceptance date of the Improvements. All requirements herein provided shall appear either in the body of the insurance policies or as endorsements and shall specifically bind the insurance carrier.
a. Minimum scope of coverage. Coverage shall be at least as broad as:
1) Insurance Services Office form number CG000l covering Commercial General Liability on an "occurrence" basis.
2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
3) Workers' Compensation insurance as required by the State of California. b. Minimum limits of insurance. Developer shall maintain limits no less than:
1) Comprehensive general liability: $2,000,000 combined single limit per occurrence for bodily injury, personal injury and property damage including operations, products and completed operations. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either Athe general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2) Automobile liability: $2,000,000 combined single limit per accident for bodily injury and property damage.
3) Workers' Compensation: Workers' compensation limits as required by the Labor Code of the State of California.
d. Deductibles and self-insured retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Developer shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
e. Other insurance provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions:
1) General Liability and Automobile Liability Coverages a) City, its officers, agents, officials, employees, and volunteers are to be covered as insureds with respect to liability arising -8-
104198\19566271vl
252 of 270
104198\19566271v1
out of automobiles owned, leased, hired or borrowed by or on behalf of Developer, and with respect to liability arising out of activities performed by or on behalf of Developer including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Developer's insurance (at least as broad as ISO Form CG 20 10, 11 85 or later revised), or as a separate owner's policy.
b) For any claims related to this project, Developer's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Developer's insurance and shall not contribute with it.
2) Workers' Compensation. The insurer shall agree to waive all rights of subrogation against City, its officers, agents, officials, employees and volunteers for losses arising from work performed by Developer pursuant to this Agreement.
3) All Coverages.
a) Insurance is to be placed with insurers with a current A.M.

Best rating of "A:VII" or better.
b) Developer shall furnish City with original certificates and amendatory endorsements affecting coverage required by this clause. The endorsements should be on forms provided by City or on other than the City's forms, provided those
endorsements or policies conform to the requirements. Initial certificates and endorsements are to be received and approved by City before work commences. Updated certificates and endorsements are to be provided to City prior to each policy expiration date. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these
specifications at any time.
c) Developer and/or Developer's general contractor shall include all subcontractors as insureds under their policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
d) Developer hereby grants to City a waiver of any right to subrogation that any insurer of Developer may acquire against -9-
253 of 270
City by virtue of the payment of any loss under such insurance.

This provision applies regardless of whether City has requested or received a waiver of subrogation endorsement from the insurer.
e) Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, or reduced in coverage or limits, except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City.
f) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under Section 2782 of the Civil Code.
g) No policy required by this Section 10 shall include a "wasting" policy limit (i.e. limit that is eroded by the cost of defense.

9. Notices. Any notice to be given under this Agreement shall be given by enclosing it in a sealed envelope, first-class postage prepaid and depositing it in the United States mail, addressed to the party at the following address:

If to Developer:

If to City:

Lennar Homes of California, LLC
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Kelley Stough
E-Mail: [email protected]
Joan Malloy , City Manager
City of Union City
34009 Alvarado-Niles Road
Union City, California 94587
Either party may change its address by notifying the other party of the change of address.

Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section 10.

10. Recordation; Binding effect. City agrees to allow Developer to record the final map. City shall record this Agreement with the County Recorder's Office and the provisions of this Agreement shall bind and inure to the benefit of the heirs, successors, and assigns of City and Developer.
-10-
104198\19566271vl
254 of 270

11. Miscellaneous provisions.
a. Amendments. This Agreement and the Approved Plans contain the entire agreement between Developer and the City with respect to the Improvements. No modification to this Agreement shall be effective unless it is in writing, signed by the Developer and the City and approved as to form by the City Attorney. b. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees. c. Independent Contractor. In performing under this Agreement, Developer and its employees, agents, contractors, and subcontractors shall act at all times as an independent contractor. Nothing contained here shall be construed or applied so as to create the relationship of principal and agent, or of employer and employee, between City and Developer or its employees, agents, contractors, and subcontractors.
d. Binding Upon Heirs. Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto.
e. Governing Law; Severability. The laws of the State of California shall govern this Agreement. Any action to enforce or interpret this Agreement shall be brought in a court of competent jurisdiction in the County of Alameda, California.

The invalidity, in whole or in part, of any provision of this Agreement will not void or affect the validity of any other provision of this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
[signature page follows immediately]
-11-
104198\1956627lvl
255 of 270
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

Dated:-------------
Attest
Thai Nam Pham
City Clerk
Dated:-------------

CITY OF UNION CITY
By: _
Joan Malloy
City Manager
v
.
a
kl±suds !keue, J5
Title: Owner e Per\dak
Dated: jne 11,oe
-12-
104198\19566207vl
256 of 270
Approved as to Form:

Kristopher J. Kokotaylo
City Attorney
104198\19566271vl
-13-
257 of 270
Consent to Recordation
Millrose Properties California, LLC, a California limited liability company ("Millrose") is the owner in fee simple of the Property as defined above and hereby consents to the recordation of this Subdivision Improvement Agreement.

MILLROSE:

Millrose Properties California, LLC,
a California limited liability company
By: Lennar Homes ofCalifornia, LLC,
a California limited liability company
(as successor-in-interest by conversion to
Lennar Homes ofCalifornia, Inc.)
Its: Attorney-in-fact
By: _______:~~==~t:::::::_'------
N
Ti
a
tl
m
e:
e:

A
CL' klf
uthorized Representative
-14-
J04198\19566037v2
258 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
83834848%883880888898%80388808~3888%8%84840888838388838383830408385338388880888888~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
county or _(ell ,ha
Sot 2r6, 2> ore neL, DO-:1 en,I.h- .1-
Dote l/(( ere lsg Nome and Tie or the ocer
sersoroacarea '6her
Name(s) of Signer(s)
}
who proved to me on the basis of satisfactory evidence to be the personswhose name(s) is/are subscribed to the within instrument and acknowledged to me that#eishe/they executed the same in tis/her/their authorized capacity(jes), and that by his/her/their signature$íon the instrument the persons9or the entity upon behalf of which the persons9acted, executed the instrument.

IAN DULANEY CONVERSE
Notary Public - California
Contra Costa county
Commission 4 2493149 :

My Comm. Expires Jun 25, 202g
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.

Place Notary Seal and/or Stamp Above
]@0[Lureme
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
[jtlr[/D (f [)y[nen['
Document[ate.lumber of[a0es.

Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name:
□ Corporate Officer Title(s).
□ Partner - □ Limited □ General
□ Individual □ Attorney in Fact
□ Trustee □ Guardian or Conservator
□ Other:

Signer is Representing: _
Signer's Name:
□ Corporate Officer Title(s):
□ Partner - □ Limited □ General
□ Individual
□ Trustee
□ Other:

Signer is Representing: _
□ Attorney in Fact
□ Guardian or Conservator
©2019 National Notary Association
259 of 270
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
83880083883%438820880888883880~3858%4883838808084888880383388~ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California
County ot (oh. (el
¿ 3,, 9_) D [l«; au-. M)kt [LE't
on ) 2e
D
h
ate
, _leg be
(_,
fore
)
me,_- '"/°"
[y.here mser Name and Tile or the omcer
personally appeared k_'- ; _f _+-_-z._. _
}
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(swhose name~S) is/are subscribed to the within instrument and acknowledged to me that he/stenth@y executed the same in his/her/ttei authorized capacityjés), and that by his/her/their signature($íon the instrument the person(s), or the entity upon behalf of which the person) acted, executed the instrument.

IAN DULANEY CONVERSE
Notary Public - California
Contra costa couny
Commission # 2493149
My Comm, Expires Jun 25, 2028
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.

Place Notary Seal and/or Stamp Above
Signature _
Signature of Notary Public

OPTIONAL
Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.

Description of Attached Document
Title or Type of Document: _
DocumentDate: Numberof Pages: _
Signer(s) Other Than Named Above: _
Capacity(ies) Claimed by Signer(s)
Signer's Name: _
o Corporate Officer Title(s).
o Partner - o Limited o General
o Individual o Attorney in Fact
o Trustee o Guardian or Conservator
o Other:

Signer is Representing: _
Signer's Name:
o Corporate Officer Title(s).
o Partner - o Limited o General
o Individual
o Trustee
o Other:

Signer is Representing: _
o Attorney in Fact
o Guardian or Conservator
885888888883880888888888880883048588888880888388888858808~8833388588808888%808385888348%~ ©2019 National Notary Association
260 of 270
Exhibit A
Inspection Procedures
The following terms and clarifications will be used and followed by City Staff and Inspectors and the Developer's Representatives when preparing project acceptance punchlist items and their needed, or not needed, repairs or replacements.

Improvement Assessment Disagreements Arbitration
Should the Developer and the City dis-agree on the need for repair or replacement of an improvement item, Developer will contact its Civil and or Geotechnical Engineer of Record for an inspection, assessment of the item or issue, and request a letter which will be provided to the City addressing the City's concern and lack of need for repair or replacement for the City's review and consideration.

Item Type
Concrete Sidewalk Cross Slope and Remove and Replacement l. Sidewalk Cross Slope can vary widely given street slopes, soil shrink and swell, ground movement and or subsidence and temperature especially if placed by hand and not machine placed. As cement is a plant batched material that is hauled to the work site and includes additives to meet a certain mix design, water content and design strength, the final finish can vary from one set of forms to another and from one finisher to another.

Given these variables, the allowable range for sidewalk placed can be anywhere from

1.3%- 2.0%. This varying slope will be checked by use of a recently calibrated "Smart Level" and by taking three (3) slope readings within one flag or section of sidewalk between two tooled joints. The three (3) readings will then be averaged and if the average slope between the three (3) reading is within the above range, then the sidewalk can be left in place.

2. Cracks in concrete curbs, gutters, sidewalks, trails, seat walls or any other concrete element are expected and there needs to be an acceptable tolerance for what size crack requires the concrete item to be removed and replaced. For this reason, cracks smaller than 3/32", roughly the width of a US Nickel, do not require removal and replacement if cracks are a result of concrete shrinkage. Two or more cracks 3/32" in width or cracks with spalls within a section of concrete shall be removed and replaced. Cracks, regardless of size, as a result of damages from equipment or vehicles shall be removed and replaced. Cracks 3/32" in width that do not require removal and replacement shall be filled with a concrete caulking filler by Developer for aesthetic reasons.

3. Curb Chips less than 6" in both directions may be repaired using a patching material that is specifically designed, intended, or recommended by the manufacturer for concrete curb repair. The patching material shall be installed in accordance with the manufacturer's written instructions and recommendations. Repairs shall be finished with a brushed texture and color that closely matches the existing curb to the extent practicable. -15-
104198\19566271vl
261 of 270
Asphalt Surfaces
l. Cracks in Asphalt can be expected, especially as the asphalt ages. Minor cracks up to¼" wide can be crack sealed with a liquid asphalt emulsion, applied hot, to fill the cracks without any saw cutting, dig outs or asphalt re-paving.

2. Minor scratches and or gouges in the asphalt do not constitute a structural defect and will not delay acceptance of the street by the City. If there are too many scratches and or gouges, Developer will address them during the one (1) year Warranty Period by saw cutting and removing the damage asphalt or by grinding them out and patch paving them.

Surface Signage & Striping
Truncated Domes
l. ADA Truncated Domes are manufactured by several different companies and come in many colors. The City will accept any approved manufacturer or equal product that meets applicable Caltrans specifications. A typical color of "yellow" that meets Caltrans specifications will be deemed acceptable for the Station East Project.

Storm Water Treatment Area (Rain Gardens) and Curb Inlets Trash & Debris Protection Devices l. Storm Water curb and treatment area inlet trash & debris protection devices shall be supplied and installed after the inlets are installed and are functioning and will be maintained by Developer until they have been accepted either by the City or the HOA at which time either the City of the HOA will commence maintenance of all of the inlet protection devices per the maintenance responsibilities indicated in the recorded O&M Agreement.

Storm Drain System Cleaning and CCTV
l. The storm drain system will need to be clean when it is ready for City Acceptance.

Developer will make every effort to keep temporary BMP filters or covers over all inlets during the development process. Developer will flush and CCTV the Storm Drain system one (1) time after all base rock has been placed and compacted but before asphalt pavement placement and prior to acceptance. Developer shall invite the City Inspector to observe the CCTV operation and will provide a copy of the video upon written request from the City. Unless a major structural defect is found in the storm pipe, the results of the CCTV will not delay paving of the streets.

2. City will only have "inspection jurisdiction" over storm drain pipes within future City Rights of Way and within public easements. All storm drain pipes and inlets within private common areas will be owned and maintained by the HOA after acceptance. City will own and maintain public storm drain pipes and curb inlets within the public right-ofway.

3. Storm Drain Pump Stations #1, #3 & #4 will be owned and maintained by the Master HOA. Pump Station #1 in Parcel "A" Park, will be owned and maintained by the HOA. -16-
104198\19566271v1
262 of 270
Station East SIA Exhibit B
y-,
.o
~Onsite Public SIA 11 AREA 1 I
onsite Public SIA [AREA 2 ]
Onsite Public SIA [ARE3]
[AREA 9H /' ' • (~. ·)
)
s
onsite Private SIA PA 5, 6 & 11a]/AREA4] 4
onsite Private SIA PA 7 & 8 [AREA5] y á
Onsite Private SIA PA 2 &
Onsite Private SIA PA 9 &
/Pub1ic Parks s1][4REA6]
/or££site sI /[RE
PARCEL 2
(2023075099)
PARCEL4
023075099)
i%
T
AReA 3l
r
I
~- -- 11==LOT5,1
•
¡_Eggs
[. 22
--- - --- I :1
I I
L'.:J!Jú'" iiLDC. 6""'·1 ctr·¡
l. ii'?'llil
I
I
sHAMRocK Mov1NG coMPANY , : El] -:: r -11-,L.OT.71·1T[B- - 1 , 1. ,, BLDG 7 ul .\>!
r
I LI I l
[sruinisrLE PLACE Ase7y, i
{4,/L.I,Jg%EL,J.,# \. [treeA/'Lt1l
«
viGG ser»7-
I 1'
'
I
I
I I
R?'S MANUFACTURING, INC
[! 4]¿/in¡prg,.;e
·" iii] [or1
[{ ICILNE I8/=l
\
---2
£
o
;;:i
"'I
1·
Í
(
r [
, JARCEL A
I
I 07 PM .37
I '
I • I
1\ \
-ZWISSIG
a.
ch
3 , I
/
/

OVERALL SITE PLAN

STATION EAST

CITY OF UNION CITY ALAMEDA COUNTY CALIFORNIA
SCALE I"-60 DATE: FEBRUARY 14, 2025
~
r, r, I ~ SAN RAMON • ,,,,,~~,,,
0 '+60 12/
0 180
[g]
CNI ENGINEEHS • SU
±NVEYOH:

S • P
-

LANNEHS
\ \ \
r
•
/CIIC GAS ANI

ELECTRIC COMPANY
, o
263 of 270
NOTE: ATTACH CALIFORNIA NOTARY PUBLIC SHEET FOR EACH
PERSON THAT SIGNS, INCLUDING CITY MANAGER.

CITY CLERK'S AND CITY ATTORNEY'S SIGNATURES DO NOT NEED TO BE NOTARIZED.
104198\19566271vl
264 of 270
City Council Staff Report Page 1 of 3 July 14, 2026
Staff Report
Agenda Item No. 5.7
DATE: July 14, 2026
TO: Honorable Mayor and Members of the City Council
FROM: Joan Malloy, City Manager
SUBJECT: Adopt a Resolution Approving Union City Transit Fall 2026 Service Changes Effective Saturday, August 8, 2026

EXECUTIVE SUMMARY
Staff recommends that the City Council adopt a resolution approving Union City Transit Fall 2026 service changes effective Saturday, August 8, 2026.

STRATEGIC PLAN ALIGNMENT
There is no direct alignment with the Strategic Plan goals.

BACKGROUND
Prior to the Novel Coronavirus (COVID-19) Pandemic, Union City Transit had not changed its routes and schedules since 2015. During 2020, Union City Transit went through multiple iterations of its service to adapt to decreased ridership, social distancing, and social unrest with curfews. After a public hearing held on March 9, 2021, the City Council adopted Resolution No. 5722-21, making permanent service changes to route alignments.

On May 24, 2021, Union City Transit began the twenty-two (22) month pilot of the Union City Flea microtransit pilot project that was initially approved through the adoption of Resolution No. 5535-19 by City Council on October 22, 2019. The pilot concluded on March 31, 2023, with Resolution No. 6111-23 on April 25, 2023, to coincide with the upcoming Bay Area Rapid Transit District (BART) fall service changes originally scheduled to take place in August 2023.

In Spring 2026, BART announced to transit operators that their proposed schedule changes for Fall 2026 would take effect on Monday, August 10, 2026. The schedule changes would continue BART’s response to a looming fiscal cliff that requires reducing service to preserve existing operating funds with continued significant impacts to the segment of the system between Bay Fair (San Leandro) and Berryessa (North San Jose).

Trains in both directions are now scheduled to arrive within four (4) minutes of each other.

This latest adjustment impacts Union City Transit schedules that have been in effect since 265 of 270
Agenda Item No. 5.7
City Council Staff Report Page 2 of 3 July 14, 2026
August 11, 2025.

The City Council awarded a service contract to MV Transportation, Inc. (MV Transit) on March 14, 2023, with the adoption of City Council Resolution No. 6096-23. The new contract includes a provision for microtransit and an anticipated number of service hours pending an expansion or contraction of the service.

DISCUSSION
The Metropolitan Transportation Commission’s (MTC) Blue Ribbon Transit Recovery Task Force (BRTF) convened during the COVID-19 Pandemic to address transit issues.

The BRTF has evolved into the Transit Transformation Action Plan (TTAP) and seeks to implement the most viable recommendations that came from the BRTF. The TTAP includes schedule coordination, fare coordination, wayfinding coordination, technology coordination, procurement coordination, and fiscal responsibility amongst all the transit operators in the nine-county San Francisco Bay Area under the purview of MTC. Some of the collaborations described will come through a newly developed MTC committee responsible for Regional Network Management (RNM). One of the goals of RNM is to make local or sub-regional operators connect with regional operators. In Union City, Union City Transit would continue coordinating its schedule to connect with BART trains arriving or departing at the station.

Union City Transit staff has evaluated the new BART schedule for Fall 2026. Staff has developed a modified schedule for Routes 1, 2, and 5, with trip times shifting by no more than 9 minutes from the current schedule, to maintain the maximum number of BART connections possible. The new schedule preserves peak hours weekday mornings and evenings at twenty (20)-minute peak service intervals for Routes 1, 2, and 5.

The new schedule adjusts the number of trips on Routes 3 and 4 based on prior year ridership. Route 8, originally a route for New Haven Unified School District’s (NHUSD) seasonal supplemental service, will now operate year-round in lieu of certain Route 5 runs in the morning and evening, plus seasonal service in line with NHUSD’s calendar.

Route 8 will now serve the BART station at the Route 5 bus stop.

The new weekday schedule for fixed route service will start at approximately 5:00 AM and end at approximately 10:45 PM. The new weekend schedule will start at approximately 7:00 AM and end at approximately 8:00 PM. There are no changes to the bus route alignments with these schedule changes. Flea service will begin at approximately 4:30 AM and end at approximately 10:45 PM on weekdays, with no weekend service.

Union City Paratransit’s Americans with Disabilities Act (ADA) service hours will adjust to complement those of the fixed-route service as required by law. There will be no change to Paratransit Plus service on weekdays, while weekend service hours will align with the weekend fixed-route service.

FISCAL IMPACT
The service changes proposed were included in MV Transit's pricing, and MV Transit’s pricing was used to develop Union City Transit’s funding in the approved Biennial Budget for FY 2025-2026 and FY 2026-2027, so there is no anticipated cost increase to Union 266 of 270
Agenda Item No. 5.7
City Council Staff Report Page 3 of 3 July 14, 2026
City Transit. Union City Transit staff continues to explore additional funding sources like LCTOP to fund service enhancements, but this is to preserve funding reserves since the San Francisco Bay Area Transit operators are all potentially facing financial issues after FY 2027-2028.

There is no impact on the General Fund.

RECOMMENDATION
Staff recommends that the City Council adopt a resolution approving Union City Transit Fall 2026 service changes effective Saturday, August 8, 2026.

Prepared by: Steve Adams, Transit Manager
Submitted by: Marilou Ayupan, Public Works Director
Attachments

1. Attachment 1 - UC Transit Routes: Proposed Fall 2026

2. Draft Resolution
267 of 270
1 2 3 4 5 F
Faber
Volpey
Ahern
Eigenbrodt
Whipple
Meridien Union City Blvd
Smith
Bettencourt
Fredi
Alvarado
Dyer
Mission Blvd
Gurdwara
Veneto
7th
Appian Way
7th
Zwissig
7th
H St
G St
F St
C St
B St
A St
D St
E St
H St
Syracuse
Alvarado-Niles
Alvarado-Niles
Hartnell
Decoto
Alvarado-Niles Dowe
Central
Western
Atlantic
Medallion
Palm
A ml aden Almaden Almaden
Whipple
Whipple
Industrial
Parkway
Southwest
Dyer
Santa Maria
San Andreas
San Andreas
Hesperian Blvd
Fredi
Queensboro
Dyer
Regents
Regents
Meteor
Delores
Regents
Rocklin
Brockway
Lowry
Anaheim
Delores
Jacklynn
Jean
Union City Blvd
Dyer
Deborah
Christine
Cabello
Hanford
Falcon
Lowry
Salt Lake
Lake Mead
Lake Mead
Ontario
Tropicana
Arrowhead
Pillsbury
Grand Lake
Alvarado
Horner
Tidewater
Alvarado-Niles
Claremont
Medallion
Amaral
San Luis Obispo
Zephyr
Huntwood
San Antonio
Hayman
Wiegman
Crocker
Ascot
Palm
Palm
Dowe
Arizona
Pacific
Meyers
Sher man
13th
9th
6th
4th
Pulaski
Mission Blvd
Carroll
6th
Railroad
Daggett
Isherwood
Decoto
Clover
Begonia
Perry
Arizona
Mann
Royal Ann
Paseo Padre Parkway
Paseo Padre Parkway
Nicolet
Fremont Blvd
Tamayo
Decoto
Whitehead
Beard
Slyvester
Deep Creek
Deep Creek
Revere
Wheelon
Crest
Abreu
Winchester
Hop Ranch
Galaxy
Holt Regents
Kohoutek
Seaside
Mont erey
Industrial Pkwy
Tripaldi
Bourbon Osage
Sandoval
Huntwood
Medinah
Trevor
San Clemente
Lexington
Tamarack
Lafayette
Seneca
Horner
Benson
Balmoral
Whipple
Union City Blvd
Rose Way
Terrace
Alvarado
Union Square
Transit
11th
Hwy
880
Hwy
880
Hwy
880
Hwy
238
Hwy
238
Nimitz Freeway
Nimitz Freeway
Flood Control Channel
Flood Control Channel
Alameda Creek
Revised 08/25
Lowry
Park
Accinelli
Park
Deep
Creek
Park
Northgate
Community
Park
Crandall
Creek
Park
Los
Cerritos
Community
Park Brookvale
Shopping
Center
Brookvale
Park
Pioneer
Park
and
School
Delaine
Eastin
Elementary
School Ponderosa
Cove
Park
Union
Landing
Park
Cerruti
Park
Contempo
Park
Community
Resource
Center
Community
Resource
Center
Guy
Emanuele
Elementary
School
Veteran’s
Memorial
Park
Seabreeze
Park
Alvarado
Elementary
School
Kaiser
Permanente
ItliongVera Cruz
Middle
School
Post
Courthouse Office
Landing
Park
Sugar
Mill
Landing
Park
Tidewater
Park
Old
Alvarado/
Cesar
Chavez
Park
Sports
Center
Mariner
Park
Holly
Center
Central
Park
Union West
Landing
Calaveras
Landing
Casa
Verde
Park
San
Andreas
Park
The
Tropics
Cesar
Chavez
Middle
School
Post
Office
William
Cann
Park
Heritage
Oak
Park
Skate
Park
Town
Estates
Park Kitayama
Fields
Kitayama
Elementary
School
Kennedy
Center &
Park
Fred
Castro
Park
Logan
High
School
The
Marketplace
El
Mercado
Arroyo
Park
City
Hall/
Police
Station/
Library
William
Cann
Civic
Center
Park
Ruggieri
Senior
Center
Searles
Elementary
School
Tiburcio
Vasquez
Our Lady
of the
Rosary
School
New
Haven
Adult
School Masonic
Home Garcia
Park
Dry
Creek
Park
“Shorty”
Seven
Hills
Park
Park
Ridge
Park
Willow
Park
Seven Hills
Community
Garden
Windflower
Park
Drigon
Dog
Park
Pride
Rock
Park
Pacific
Point
Park
Decoto
Plaza
Dry
Creek
Regional
Park
Quarry
Lakes
Regional
Park
East
Plaza
(no BART
access)
Union City
BART Station
AC Transit
DB Express
El
Rancho
Verde
Park
Bidwell
Park
BART
Hayward
Shops
Penke
Park
Mt
Eden
Park
Shopping
Center
Park
& Ride
Lot
Hayward
Union
City
Fremont
Miles 0 1/4 1/2
North
transit
Dyer
Alvarado-Niles
Flea (Microtransit Service)
Delores
Whipple
Almaden
Tamarack
BART Line & Station
Arrow: Bus operates in
one direction
1 2
3 4
5 8
F
8 8
8 8
8 8
2 2
3 4
4 4
5 1
1 1
1 1
2 2
2 3
3 3
4 4
4 4
5 5
5 5
1 1 1
F
1 3 5 8
AC Transit
Alvarado-Niles
& Central
5 8 F
1 3 4
AC Transit
Union Landing
Transit Center
Calaveras Landing
2 4 F
Whipple & Central
2 4 F
AC Transit
Lafayette &
Mission Blvd.
8 Appian Way &
Mission Blvd
Dyer &
Union City Blvd
1 5 F
AC Transit
Union City Blvd
& Whipple
2 F
2 1
8 4
268 of 270
RESOLUTION NO. 2026-XXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UNION CITY APPROVING UNION CITY TRANSIT FALL 2026 SERVICE CHANGES
EFFECTIVE SATURDAY, AUGUST 8, 2026
WHEREAS, in the wake of the Novel Coronavirus (COVID-19) Pandemic, the Metropolitan Transportation Commission (MTC) has taken the lead on a Transit Transformation Action Plan (TTAP) to increase collaboration and connectivity amongst the San Francisco Bay Area operators through Regional Network Management (RNM); and
WHEREAS, connectivity amongst operators is recommended to happen through local or sub-regional operator connections with regional operators, and in Union City, Union City Transit coordinates its schedule to connect with Bay Area Rapid Transit District (BART) trains arriving or departing at the station; and WHEREAS, BART has announced a schedule change effective Monday, August 10, 2026; and
WHEREAS, Union City Transit will take this opportunity to realign its service schedule to connect with the new BART schedules; and
WHEREAS, Union City Transit will implement related Fall 2026 service changes effective Saturday, August 8, 2026, to maintain connections with BART trains arriving at and departing from the Union City BART Station; and
WHEREAS, the new weekday schedule for fixed route service will start at approximately 5:00 AM and end at approximately 10:45 PM, the new weekend schedule will start at approximately 7:00 AM and end at approximately 8:00 PM, and there are no changes to the bus route alignments with these schedule changes. Flea service will begin at approximately 4:30 AM and end at approximately 10:45 PM on weekdays, with no weekend service; and
WHEREAS, the service changes put forth were included in the pricing of the MV Transportation, Inc. (MV Transit) operations and maintenance contract awarded on March 14, 2023, and MV Transit’s pricing was used in the development of Union City Transit’s funding in the approved Biennial Budget for FY 2025-2026 and FY2026-2027, so there is no anticipated cost increase to Union City Transit.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Union City hereby adopts a resolution approving Union City Transit’s Fall 2026 service changes, effective Saturday, August 8, 2026.
269 of 270
Resolution No. 2026-XXX
Approve Fall 2026 Union City Transit and Flea Service Changes