AGREEMENT TO SETTLE LITIGATION RELATING TO THE DOUGHERTY VALLEY GENERAL PLAN AMENDMENT, SPECIFIC PLAN AND ENVIRONMENTAL IMPACT REPORT

AGREEMENT TO SETTLE LITIGATION RELATING TO THE DOUGHERTY VALLEY GENERAL PLAN AMENDMENT, SPECIFIC PLAN AND ENVIRONMENTAL IMPACT REPORT Town of Danville, et al. v. County of Contra Costa, et al. Case No. C 93-00231 Contra Costa County Superior Court May 11, 1994

TABLE OF CONTENTS RECITALS... 1 I. PURPOSE OF AGREEMENT........................................... 5 II. DEFINITIONS............................................................. 5 III. PRINCIPLES FOR APPROPRIATE DEVELOPMENT OF DOUGHERTY VALLEY............................................ 11 3.1 In General.... 11 3.2 Standards for Development... :.... 11 3.2.1 In General............................................... 11 3.2.2 Performance Standards............. 11 3.2.3 Traffic Service Objectives............................................... 11 3.2.4 Adoption of Findings.................................. 11 3.3 Funding of Operation and Maintenance.... 11 3.3.1 Establishment of County Service Area............................................ 11 3.3.2 Services Provided by County/ County Service Area................................... 12 3.3.3 Continuation of County Service Area............................................ 12 3.3.4 Services Provided by San Ramon... 13 i

3.3.5 Establishment of Adequate Funding Mechanism................................... 13 3.3.6 Further Agreements.............. 13 3.4 Facilities Fee.... 14 3. 5 Allocation of Affordable Housing Credit.................................................... 14 3.6 Observance of Service Level Standards.... 14 3.7 Traffic Impact Mitigation.... 14 3. 7.1 In General............................................... 14 3. 7.2 Project Traffic Improvements........................ 15 3.7.2.1 Initial Project Traffic Improvements.... 15 3.7.2.2 Additional Project Traffic Improvements.... 15 3.7.2.3 Funding of Project Traffic Improvements.... 15 3.7.2.4 Inclusion in Traffic Studies................................. 16 3.7.3 Other Development Projects... 16 3. 7.4 Other Transportation - Related Efforts.......................................... 16 3.8 Other Actions to Facilitate the Project.... 16 3.8.1 lngeneral... 16 ii

3.8.2 Revisions to San Ramon General Plan and Zoning and Related Actions.................................... 16 3.8.3 Facilitation of Physical Improvements................................ 17 3. 9 Observance of Service Level Standards by Governmental Third Parties...,....................... 17 IV. PROCESS FOR CONSIDERATION AND IMPLEMENTATION... 17 4.1 4.2 General Approach.... 17 Approval of Development.... 18 4.2.1 In General... :...................... 18 4.2.2 Initial Level of Development......................... 19 4.2.3 Subsequent Levels of Development.......... 18 4.2.4 Approval of Rezoning, Preliminary Development Plans and Development Agreements............ 19 4.2.5 City Annexations..................................... 20 4.3 Assurance of Compliance with Performance Standards.... 20 4.3.1 Compliance Monitoring Program... 20 4.3.2 Limitations on Issuance of Building Permits....................................... 20 4.3.3 Obligations of Specific Properties................................................ 21 4.3.3.1 InGeneral..... 21 iii

4.3.3.2 Construction of Community Facilities................... 21 4.4 Assurance of Compliance with Traffic Service Objectives 22 4.4.1 In General............................................... 22 4.4. 2 Limitations on Further Approvals...................................... 22 4.4. 3 Adoption of Remediation Plans...................... 23 4.4.4 Exceedences not Attributable to the Project............................................ 24 4.4. 5 Application of Measure C (1988).......... 24 4.4.6 Application of Dispute Resolution Process... 24 4.5 Participation by San Ramon and Danville in Approval Process; Modifications.... 24 4.5.1 General......................... 24 4.5.2 Modifications to this Agreement............................................... 24 4.5.3 Major Discretionary Approvals... 25 4.5.4 Actions Requiring Special Notice.......................................... 25 4.6 Actions of Third Parties.... 25 4.6.1 In General............................................... 25 4.6.2 Responsibility for Actions or Inactions of Third Parties...,................... 26 4.6.3 Remedies for Noncompliance with Contractual Obligations 26 iv

V. DISPUTE RESOLUTION................................................ 26 5.1 In General.......................................................... 26 5.2 Informal Conferral; Mediation......... 26 5.3 Administrative Review....... 27 5.4 Judicial Review.................................................... 27 5.4.1 Availability of Review... 27 5.4.2 Conduct of Judicial Review...... 28 5.4.3 Equitable Relief... 28 VI. RESOLUTION OF THE LAWSUIT... 28 6.1 Good Faith Cooperation.... 28 6.2 Response to Judicial Determinations.... 28 6.3 Dismissal.... 28 6.3.1 Dismissal... 28 6.3.2 Mutual Releases......... 29 VII. GENERAL PROVISIONS................................................ 29 7.1 Sole and Final Agreement; No Oral Modifications............................................ 29 7.2 Severability......................................................... 29 7. 3 Warranty of Authority............................................ 29 7.4 Mutual Cooperation............................................... 30 v

7.5 Notices............... 30 7.6 No Third Party Beneficiary....... 33 7. 7 Execution in Counterparts...... 33 7. 8 Time of the Essence... 33 7.9 Interpretation; Governing Law................ 33 7.10 Denial of Wrongdoing and Liability....... 33 7.11 Headings; Cross-References; Exhibits............ 33 7.12 No Duress................. 33 7.13 Successors and Assigns... :...... 34 7.14 Attorneys' Fees and Costs............ 34 7.15 Substantial Compliance... 34 7.16 Effective Date... 34 REGIONAL BENEFITS OF THE PROJECT EXHIBIT B EXHIBIT C-1 EXHIBIT C-2 EXIDBIT C-3 EXHIBITD CAPITAL IMPROVEMENT PROGRAM AND FINANCING ANALYSIS INITIAL PROJECT TRAFFIC IMPROVEMENTS ADDITIONAL TRAFFIC IMPROVEMENTS COST ALLOCATIONS FOR CERTAIN ADDITIONAL TRAFFIC IMPROVEMENTS ADDITIONAL TRANSPORTATION-RELATED EFFORTS vi

EXHIBIT E EXHIBIT F EXHIBITG EXHIBIT H AMENDMENTS TO SAN RAMON GENERAL PLAN AND RELATED. ACTIONS CONFERRAL PROCESS DOUGHERTY VALLEY COMPLIANCE MONITORING PROGRAM MUTUAL RELEASE AND COVENANT NOT TO SUE 163897.bn5 vii

AGREEMENT THIS AGREEMENT TO SETTLE LITIGATION RELATING TO THE DOUGHERTY VALLEY GENERAL PLAN AMENDMENT, SPECIFIC PLAN AND ENVIRONMENTAL IMPACT REPORT (the "Agreement") is entered into as of May II, 1994, by and between the COUNTY OF CONTRA COSTA, a political subdivision of the State of California, through its BOARD OF SUPERVISORS (collectively, the "County" or "Respondents"); the CITY OF SAN RAMON, a municipal corporation ("San Ramon" or "Petitioner San Ramon"); the TOWN of DANVILLE, a municipal corporation ("Danville" or "Petitioner Danville"); and WINDEMERE RANCH PARTNERS, a California limited partnership ("Windemere"), and SHAPELL INDUSTRIES, INC., a Delaware corporation ("Shapell") (collectively, the "Developers" or "Real Parties in Interest"). RECITALS A. The Dougherty Valley, comprising approximately 5,979 acres of unimproved real property, is located in an unincorporated area of southern Contra Costa County contiguous to the City of San Ramon and the Town of Danville. The Dougherty Valley is an important part of the Tri-Valley Subregion, which includes portions of southern Contra Costa County (including San Ramon and Danville) and eastern Alameda County. Windemere and Shapell, together with the United States Department of the Army, are the owners of the Dougherty Valley. B. Being located adjacent to urbanized areas that include substantial job centers expected to experience significant growth over the next thirty years, the Dougherty Valley has been the subject of longstanding planning efforts. In particular, the Dougherty Valley was located inside the Urban Limit Line established by countywide voter approval in November 1990 and incorporated into the general plan adopted by the County's Board of Supervisors (the "Board") in January, 1991 (as amended, the "General Plan"). C. Subsequent to its adoption of the General Plan, the County initiated a study to establish a specific plan for the future of the Dougherty Valley to address the long-term needs of the Tri-Valley Subregion for housing affordable to households at a variety of income levels and add to the economic viability of the area through the construction of regionally beneficial infrastructure. This study resulted in the preparation of a draft specific plan (the "Draft Specific Plan"), and an associated draft environmental impact report (the "Draft EIR"), for the construction of a planned I.

community of up to 11,000 homes (including units affordable to households of moderate, low and very low incomes), schools, police and fire stations, a library, community and senior centers, a regional open space and trail network, and related infrastructure. The Draft Specific Plan was made available for public review in April, 1992, and the Draft EIR was made available for public review on June 8, 1992. D. During the course of 1992, the County (including its Board, the County Planning Commission, the San Ramon Valley Regional Planning Commission, and the County's Zoning Administrator) held numerous study sessions and public hearings on the Draft GPA, Draft Specific Plan and the Draft EIR. E. In response to concerns expressed by San Ramon, Danville and others that the public hearing process did not provide sufficient opportunity for the County to hear and consider their concerns with respect to the Draft Specific Plan, representatives of the County, San Ramon, Danville and others held numerous meetings to confer on appropriate goals, policies and mitigation measures to govern growth in the Dougherty Valley. These meetings resulted in the preparation of a draft "Infrastructure Matrix," including goals, policies and mitigation measures that formed a basis for later settlement discussions between the County, San Ramon, Danville and the Developers (the "Draft Matrix"). F. On December 22, 1992, pursuant to Resolution 92/867, the County approved the Dougherty Valley Specific Plan, comprised of the Draft Specific Plan together with certain amendments thereto (the "Specific Plan"). The Specific Plan establishes a framework for a planned community including, among other things, up to ll,000 homes (including units affordable to households of moderate, low and very low 1acvmes), schools, police and fire stations, a library, community and senior centers, a regional open space and trail network, and related infrastructure (collectively, the "Project"). G. In connection with its approval of the Specific Plan, on December 22, 1992, the County (i) approved an amendment to the General Plan (the "General Plan Amendment" or "GPA ")to allow urban uses in the Dougherty Valley (Resolution 92/866), (ii) reviewed, considered and certified a final environmental impact report (the "EIR") that evaluated, among other things, the potential environmental effects of development under the GP A and the Specific Plan and recommended certain measures to mitigate those impacts (Resolution 92/864) and (iii) adopted certain fmdings required under the California Environmental Quality Act (the "Findings") and a mitigation monitoring and reporting program (the "MMP") (Resolution 92/864). 2.

H. Because of their concerns about the potential effects of the Project, on January 21, 1993, San Ramon, Danville and the Cities of Walnut Creek and Pleasanton (collectively, the "Petitioner Cities") and certain non-govenunental organizations including Alamo Improvement Association, Sierra Club, Greenbelt Alliance, Preserve Area Ridgelands Committee, Save Our Hills and Mount Diablo Audubon Association (collectively, "Petitioner Non-Govenunental Organizations" or "Petitioner NGOs ") initiated litigation against the County and the Developers, asking the court to set aside the County's December 22, 1992 approvals of the GPA and the Specific Plan, certification of the EIR and adoption of the Findings and the MMP. This litigation is entitled Town of Danville, et. a!. v. County of Contra Costa et a!., Case No. C 93-00231 (Contra Costa County Superior Court) (the "Lawsuit"). On even date therewith, the East Bay Municipal Utility District initiated litigation against the County and the Developers, asking the court for relief similar to that requested in the Lawsuit. The litigation initiated by the East Bay Municipal Utility District is entitled East Bay Municipal Utility District v. County of Contra Costa, et a!., Case No. C93-00235 (Contra Costa County Superior Court). I. Consistent with the requirements of CEQA, a conference to discuss the settlement of the Lawsuit was noticed by the County and held on March 3, 1993. Thereafter, commencing on July 19, 1993, representatives of the County, the Petitioner Cities and the Developers have met frequently to establish means by which certain concerns expressed by the Petitioner Cities with respect to the Project can be addressed. These discussions have focused on, among other things: (i) establishing enforceable performance standards for the infrastructure, facilities and services needed for the Project and enforceable objectives for traffic levels of service on the roadway network; 'ii) ;creating procedures for the monitoring, review and assurance of the Project's, "::pliance with those standards and objectives; and (iii) establishing means by which the review and approval of development within the Dougherty Valley, and its potential annexation into S;m Ramon, will take place in a cooperative manner. J. These discussions have resulted in agreement between the County, San Ramon, Danville and the Developers on certain principles to govern development in the Dougherty Valley and a process and certain actions by which those principles will be implemented. Among other things, the Parties have determined that, provided certain acceptable roadway improvements are in place at the appropriate time, 8500 dwelling units may be built in the Dougherty Valley without compromising traffic service objectives established by San Ramon and Danville. As set forth more fully below, permits for construction beyond 8500 units will not be issued without further traffic analysis to ensure that those traffic service objectives will not be exceeded. This Agreement establishes a methodology for monitoring traffic, and remediating exceedences of traffic service objectives, during the build-out of the Project. 3.

K. The Parties also have agreed that subject to certain terms and conditions set forth below, the County may consider and approve or enter into (i) a change in County's zoning ordinance to include the Dougherty Valley in the County's P-1 zoning district (the "Rezoning"), (ii) preliminary development plans (the "Preliminary Development Plans") for up to 11,000 units in the Dougherty Valley, together with the commercial and other uses and facilities and infrastructure described in the GPA and the Specific Plan, and (iii) a development agreement with Windemere and a development agreement with Shape II, which development agreements (collectively, the "Development Agreements") would govern the development of the Project, subject to CEQA and other applicable laws, under and consistent with the GPA, Specific Plan, Rezoning and Preliminary Development Plans. L. In connection with their discussions regarding the implementation of the Specific Plan, the County, San Ramon and the Developers have discussed terms under which those portions of the Dougherty Valley owned by Windemere and Shapell (the "Windemere Property" and the "Shapell Property," respectively) may, subject to adequate funding arrangements as set forth below, be annexed to San Ramon. Such terms may be reflected in other agreements to be entered into between various Parties to this Agreement, including (i) an annexation agreement between Windemere and San Ramon and an annexation agreement between Shapell and San Ramon (collectively, the "Annexation Agreements") and (ii) a property tax exchange agreement between the County and San Ramon (the "Property Tax Exchange Agreement"). M. San Ramon and the County have also agreed that "Fair Share" credit for affordable housing units to be developed in the Dougherty Valle}' will be allocated as set forth in Section 3. 5 below. Such affordable units will be developed, as required by the Specific Plan, pursuant to an affordable housing program adopted by the County, which program may be amended upon the written agreement of the County and each of the Developers. N. Any resolution of the concerns of any Petitioner City or Petitioner NGO which is not a Party to this Agreement may be reflected in a separate agreement with such Petitioner City or Petitioner NGO, which agreement shall be consistent with the terms and provisions of this Agreement. 0. As more fully described in Exhibit A, attached hereto and incorporated herein by reference, the principles expressed and procedures established in and under this Agreement will provide a number of important benefits to the County, San Ramon, Danville and the Tri-Valley Subregion generally. 4.

AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, IT IS HEREBY STIPULATED AND AGREED as follows: ARTICLE I I. PURPOSE OF AGREEMENT. This Agreement establishes: Principles for the development of Dougherty Valley, including enforceable standards for the provision of services, infrastructure and facilities; A cooperative process by which development in the Dougherty Valley will be reviewed, approved and carried out in a manner consistent with the principles for development established hereunder; Provisions to ensure orderly development, annexation, operation and maintenance of facilities and infrastructure, and delivery of public services, in accordance with certain standards that have been agreed to by San Ramon and Danville; and Certain other agreements, terms and conditions for San Ramon's and Danville's withdrawal from, and dismissal of the claims they have made in, the Lawsuit. ARTICLE II II. DEFINITIONS. ABAG" shall mean the Association of Bay Area Governments. "Agreement" or "Settlement Agreement" shall mean this Agreement to Settle Litigation relating to the Dougherty Valley General Plan Amendment, Specific Plan and Environmental Impact Report, including all exhibits attached hereto. 5.

"Annexation Agreements" shall mean those certain agreements that may be entered into by and between Shapell and San Ramon, and Windemere and San Ramon, providing for the annexation of the Shapell Property and the Windemere Property, respectively, to San Ramon, as described in Recital L above and Section 4.2.5 below. "Annual Compliance Report" shall mean the annual compliance report required to be prepared by the County under Section 4.3.1 below and Exhibit G, attached hereto. "Board" shall mean the Board of Supervisors of Contra Costa County. "Capital Improvement Program" or "CIP" shall mean the Dougherty Valley-Contra Costa County Capital Improvement Program and Financing Analysis, attached hereto as Exhibit B. "Compliance Monitoring Program" shall mean that program described in Section 4.3.1 below and Exhibit G, attached hereto, for tracking development in the Dougherty Valley, reviewing compliance with the Performance Standards and coordinating periodic conferrals through the DVOC. "Conferral Process" shall mean the process described in Exhibit F, attached hereto, pursuant to which the County, San Ramon, Danville and the Developers shall meet and confer on various matters related to the Project. "County" shall mean the County of Contra Costa, its Board and all other elected and non-elected officials, staff, employees, representatives and agents thereof. "County Service Area" shall mean the County Service Area or other financing entity described in Section 3. 3.1 below. "Danville" shall mean the Town of Danville and all elected and nonelected officials, staff, employees, representatives and agents thereof, excluding current non-employee attorneys acting solely on behalf of other parties. "Developers" shall mean Windemere Ranch Partners and Shapell Industries, Inc., and their respective successors and assigns. "Development Agreements" shall mean those certain agreements that may be entered into by and between Shapell and the County, and Windemere and the County, respectively, pursuant to Cal. Gov't Code Section 65864 et seq., as described in Recital K above. 6.

"Disputing Parties" shall mean persons or entities who are parties to this Agreement and who have a dispute subject to the dispute resolution process described in Article V below. "Dougherty Valley Oversight Committee" or "DVOC" shall mean the Dougherty Valley Oversight Committee described in Exhibit F, attached hereto, which will serve as a forum for conferrals between San Ramon, Danville, the County and the Developers. "Draft Specific Plan" shall mean the Draft Dougherty Valley Specific Plan released by the County for public review in April, 1992. "Draft EIR" shall mean the Draft Environmental Impact Report for the Dougherty Valley General Plan Amendment, Specific Plan and Related Actions, dated June 1992. "Draft Matrix" shall mean the draft plan of mitigation measures, goals and policies to govern growth in the Dougherty Valley, which were developed through meetings between representatives of the County, San Ramon, Danville and certain other persons and entities as described in Recital E above. "EBMUD Lawsuit" shall mean the litigation entitled East Bay Municipal Utilitv District v. County of Contra Costa. et a!., Case No. C93-00235 (Contra Costa County Superior Court). "Effective Date" shall mean the effective date of this Agreement as described in Section 7.16 below. "EIR" shall mean the fmal environmental impact report prepared for the Dougherty Valley General Plan Amendment, Specific Plan and Related Actions and certified by the Board on December 22, 1992 as being in compliance with the California Environmental Quality Act ("CEQA "). "Findings" shall mean the fmdings adopted by the Board in accordance with CEQA, pursuant to Resolution 92/864, on December 22, 1992 in connection with the Board's approval of the GPA and the Specific Plan. "General Plan" shall mean the Contra Costa County General Plan 1990-2005, adopted by the Board in January, 1991, as amended. 7.

"General Plan Amendment" or "GPA" shall mean the Dougherty Valley General Plan Amendment adopted by the Board pursuant to Resolution 92/866, on December 22, 1992. "Governmental Third Parties" shall mean governmental and quasigovernmental organizations that are not parties to this Agreement including, without limitation, cities, counties, special districts and joint powers authorities. "Initial Level of Development" shall mean the initial 8,500 dwelling units (together with associated facilities and infrastructure) that may be developed in the Dougherty Valley subject to the terms and provisions of this Agreement. "Initial Project Traffic Improvements" shall mean those specific traffic improvements described in Exhibit C-1, attached hereto, which will be developed when necessary in connection with the Initial Level of Development. "Lawsuit" shall mean the litigation entitled Town of Danville. et. al. v. County of Contra Costa, et al., Case No. C 93-00231 (Contra Costa County Superior Court). "MMP" shall mean the mitigation monitoring and reporting program adopted by the Board, pursuant to Resolution 92/864, on December 22, 1992. "Mutual Release" or "Mutual Releases" shall mean the Mutual Releases and r0venants Not to Sue, and each counterpart thereto, to be executed by each Party to tlus Agreement in the form provided in Exhibit H, attached hereto. "Non-Settling Parties" shall mean those Petitioner Cities and Petitioner NGOs that are not parties to this Agreement, including the Cities of Pleasanton and Walnut Creek, the Alamo Improvement Association, Sierra Club, Greenbelt Alliance, Preserve Area Ridgelands Committee, Save Our Hills and Mount Diablo Audubon Association. "Performance Standards" shall mean the "Infrastructure Standards" and "Mitigation Measures" (including services) set forth in Section 1 of the CIP (second and third columns shown on pages 6, 12, 18, 22, 23, 28, 32, 36, 39, 42, 45, 48 and 53, together with any text or diagrams contained in the CIP that is or are specifically cross-referenced by and necessarily included in such Infrastructure Standards and Mitigation Measures). Unless otherwise specified by such Infrastructure Standards and Mitigation Measures, Performance Standards do not include the "Goals and Policies" set forth in Section 1 of the CIP (left-hand column), the "Capital Improvement Program" set forth in Section 1 of the CIP (right -hand column) or any other materials 8.

contained in the CIP (other than the Infrastructure Standards and Mitigation Measures). All materials contained in the CIP other than the Performance Standards are included for illustrative purposes only and do not create enforceable obligations. "Petitioner Cities" shall mean the Cities of San Ramon, Pleasanton and Walnut Creek, and the Town of Danville, and all elected and non-elected officials, staff, employees, representatives and agents thereof. "Petitioner Danville" shall mean the Town of Danville and all elected and non-elected officials, staff, employees, representatives and agents thereof, excluding current non-employee attorneys acting solely on behalf of other parties. "Petitioner San Ramon" shall mean the City of San Ramon and all elected and non-elected officials, staff, employees, representatives and agents thereof, excluding current non-employee attorneys acting solely on behalf of other parties. "Petitioner Non-Governmental Organizations" or "Petitioner NGOs" shall mean the Alamo Improvement Association, Sierra Club, Greenbelt Alliance, Preserve Area Ridgelands Committee, Save Our Hills and Mount Diablo Audubon Association. "Preliminary Development Plans" shall mean preliminary development plans for the Project that may be approved by the County as described in Recital K above and Section 4.2.4 below. "Project" shall mean the planned community described in the Specific?lan including, among other things, up to 11,000 homes, commercial facilities,,):nmunity facilities, a regional open space and trail network, and related infrastructure. "Project Traffic Improvements" shall mean the Initial Project Traffic Improvements, together with certain additional traffic improvements that may be necessary to accommodate the Project, as described in Section 3.7.2 below. "Property Tax Exchange Agreement" shall mean that certain property tax exchange agreement that may be entered into by and between the County and San Ramon as described in Recital Labove and Section 4.2.5 below. "Real Parties in Interest" shall mean Windemere and Shapell. "Remediation Plan" shall mean any plan that may be adopted pursuant to Section 4.4 of this Agreement to remediate exceedences of the Traffic Service Objectives. 9.

"Respondents" shall mean the County, including the Board. "San Ramon" shall mean the City of San Ramon and all elected and nonelected officials, staff, employees, representatives and agents thereof, excluding current non-employee attorneys acting solely on behalf of other parties. "Settling Parties" or "Parties" shall mean San Ramon, Danville, the County (including the Board), Windemere and Shapell. "Shapell" shall mean Shapell Industries, Inc., a Delaware corporation, and its successors and assigns. "Shapell Property" shall mean that portion of the Dougherty Valley that is owned by Shape!!. "Specific Plan" shall mean the Dougherty Valley Specific Plan, consisting of the Draft Dougherty Valley Specific Plan (dated April 1992) together with certain amendments thereto, adopted by the Board pursuant to Resolution 92/867, on December 22,!992. "Subsequent Levels of Development" shall mean development of dwelling units beyond the Initial Level of Development, together with associated facilities and infrastructure, as described in Section 4.2.3 below. "Traffic Service Objectives" shall mean traffic volume/capacity (v/c) ratios of 0.91 (LOS D) at intersections and roadways in the City of San Ramon (other than freeways and freeway ramps), and 0.90 at the intersection of Camino Tassajara, Crow Canyon Road and Blackhawk Road in the Town of Danville. For the purposes of this Agreement, the existence of exceedences of Traffic Service Objectives shall be determined using the method for calculating v/c ratios set forth in Contra Costa Transportation Authority "Technical Procedures for Traffic Studies related to the Contra Costa Growth Management and Congestion Management Programs," as it may be amended or replaced from time to time by the Contra Costa Transportation Authority. "Windemere" shall mean Windemere Ranch Partners, a California limited partnership, and its successors and assigns. "Windemere Property" shall mean that portion of the Dougherty Valley that is owned by Windemere. 10.

ARTICLE III III. PRINCIPLES FOR APPROPRIATE DEVELOPMENT OF DOUGHERTY VALLEY 3.1 In General. This Article III establishes principles for the appropriate development of Dougherty Valley. In particular, it outlines (i) those standards that will apply to any development that may be approved by the County and (ii) certain additional actions that will be taken to ensure that those standards can be met. 3.2 Standards for Development. 3. 2.1 In General. All development in the Dougherty Valley shall be consistent with the terms and provisions of this Agreement. 3.2.2 Performance Standards. As and to the extent specified below, the approval and development of the Project shall be consistent with and subject to, and infrastructure, public facilities and services shall be provided to the Project as described in, the "Performance Standards" (defined in Article II above). The Performance Standards establish requirements for the provision and phasing of facilities, infrastructure and services including, among other things, on-site roads, parks, open space and trails, community facilities, police, fire protection and schools. Modifications to the Performance Standards may be made only as set forth in Section 4. 5. 2 below. 3.2.3 Traffic Service Objectives. As and to the extent specified below, the development of the Project shall be subject to satisfaction of the "Traffic Service Objectives" ( defmed in Article II above). 3.2.4 Adoption of Findings. In connection with its review and approval of discretionary approvals for the Project, the County shall make written fmdings relating to the consistency of such approvals with the terms and provisions of this Agreement. 3.3 Funding of Operation and Maintenance. 3. 3.1 Establishment of County Service Area. The Parties agree that, prior to the annexation of any portion of the Dougherty Valley to San Ramon, there shall be formed a County Service Area or other fmancing entity (the "County Service Area") to (i) receive a portion of the general ad valorem property taxes from 11.

the unincorporated areas of the Dougherty Valley, (ii) receive special taxes and/or benefit assessments to be levied on an annual basis (to supplement the County Service Area's receipt of ad valorem property taxes), and any funds generated by other supplemental financing methods established pursuant to Section 3.3.2 below, and (iii) operate and maintain the following facilities and infrastructure and provide the following services to the Dougherty Valley: provide police services and operate and maintain parks, trails, recreation areas, open space, special landscape areas, library, community center, senior center, corporation yard, flood control and storm drainage facilities, and internal road network (including bicycle paths and park-and-ride lots). The share of general ad valorem property taxes to be received by the County Service Area from unincorporated areas of the Dougherty Valley under (i) above shall be at least equal to the share of such taxes to be received by San Ramon, under the Property Tax Exchange Agreement, following the annexation of such areas. Each of the Parties to this Agreement shall cooperate in the establishment of the County Service Area and in the establishment of any special tax, benefit assessment or other supplemental fmancing method. 3.3.2 Services Provided by County/County Service Area. To the extent any portion of the Dougherty Valley is developed prior to the annexation of such portion to San Ramon, the County and/or the County Service Area shall, at service levels at least equivalent to those generally provided in San Ramon, provide such services and operate and maintain such facilities and infrastructure as are described in Section 3.3.1 above. The provision of such services and the operation and maintenance of such facilities and infrastructure shall be funded by adequate financing methods, which shall include general ad valorem property taxes (in the amounts described in Section 3.3.1 above) together with special taxes, benefit assessments, parcel taxes, tax overrides and/or other methods authorized by law. 3.3.3 Continuation of County Service Area. At the time any proposal is made to the Contra Costa County Local Agency Formation Commission ("LAFCO") for the annexation of all or any portion of the Dougherty Valley to San Ramon, San Ramon shall request LAFCO to waive the application of Cal. Gov't Code 25210.90 and, pursuant to its powers under Cal. Gov't Code 56375(p), condition such annexation upon (i) the County's continued authority to levy special taxes and benefit assess11;1ents against the property to be annexed and (ii) the County Service Area's authority to continue to receive such taxes and assessments and provide services to such property, including the operation and maintenance of facilities and infrastructure. Each of the Parties to this Agreement shall support in writing any such request by San Ramon. The County Service Area shall continue to receive special 12.

taxes and/ or assessments to fund any services, including the operation and maintenance of facilities and infrastructure, that may be provided by the County Service Area with respect to any annexed property. 3.3.4 Services Provided by San Ramon. Subject to the provisions of Section 3.3.5 below, to the extent that the County Service Area is not established or does not continue to provide services to annexed areas or operate and maintain infrastructure or facilities located in such areas as described in Section 3.3.3 above, San Ramon shall provide services to the annexed area, including the operation and maintenance of public facilities and infrastructure that are not operated and maintained by the County or the County Service Area, at service levels at least equivalent to those generally provided in San Ramon. 3.3.5 Establishment of Adequate Funding Mechanism. Prior to the first annexation of any portion of the Dougherty Valley to San Ramon, there shall be established an adequate mechanism to fund San Ramon's provision of services, including the operation and maintenance of facilities and infrastructure, to the Dougherty Valley as a whole. Such funding mechanism shall include general ad valorem property taxes (in the amounts established under the Property Tax Exchange Agreement) together with special taxes, benefit assessments, parcel taxes, tax overrides and/or other methods authorized by law. Once established, the adequacy of such funding mechanism may be revisited in connection with any particular annexatipn if changes in state law have rendered such funding mechanism fundamentally inadequate for the services to be provided by San Ramon following annexation, in which case San Ramon, the County and the Developers shall cooperate in good faith to identify an dlternative funding mechanism. For the purposes of this Agreement, (i) a voter- < ;:Jproved special tax shall be deemed to be an adequate funding mechanism, (ii) the City shall be entitled to such portion of ad valorem property taxes from annexed portions of the Dougherty Valley as may be specified in the Property Tax Exchange Agreement and (iii) to the extent the County Service Area is established but does not continue to provide services to annexed areas (or operate and maintain infrastructure or facilities located in such areas), unencumbered funds standing to the credit of the annexed area upon the date of annexation shall be divided between San Ramon and the County Service Area in the proportion described in Cal. Govt Code 25210.90. 3.3.6 Further Agreements. The terms and provisions of this Section 3.3 shall be set forth in greater detail in an agreement or memorandum of understanding to be entered into by and between San Ramon, the County and the Developers prior to the annexation to San Ramon of any portion of the Dougherty Valley. Such agreement or memorandum may include provisions pursuant to which San Ramon would provide services to, and operate and maintain infrastructure and facilities located in, unincorporated areas included in the County Service Area. 13.

3.4 Facilities Fee. To ensure that the Community Center, Senior Center, Library and Police Substation described in the Specific Plan will be constructed on a timely basis and made available to Dougherty Valley residents at the appropriate time, the County shall, except to the extent some other provision for the full and timely financing of such facilities is requested by and established in coordination with Windemere or Shapell, as appropriate, assess against each residential unit to be developed in the Dougherty Valley a fee, special tax or assessment in an amount sufficient to fund the Developers' obligation to contribute to the cost of such facilities. Funds so collected will be held in a separate account and made available to Windemere or Shapell, as appropriate, for the construction of such facilities. The precise form, timing and amount of such fee, special tax or assessment shall be subject to each Developer's advance written approval (to the extent such fee, tax or assessment shall apply to such Developer's property). San Ramon shall cooperate in receiving, holding and disbursing, as appropriate, any funds that may be collected pursuant to the provisions of this Section 3.4. 3.5 Allocation of Affordable Housing Credit. "Fair Share" credit for the development of affordable units in the Dougherty Valley will be allocated to the County and San Ramon as assigned by ABAG. 3.6 Observance of Service Level Standards. Not in limitation of any other provision of this Agreement, to ensure that the facilities and infrastructure provided in connection with the Project adequately will serve the Project, San Ramon, Danville and the County each shall observe and apply to any development (other than the Project) proposed to be developed within its jurisdiction on land within the San Ramon Valley that, as of the date of this Agreement, is not designated in its general plan for urbanization or is designated for uses that are less dense or intense than those being proposed, service level standards consistent with those upon which the Performance Standards are based. 3. 7 Traffic Impact Mitigation. 3. 7.1 In General. The terms and provisions of this Agreement have been designed to implement the directive of Measure C, approved by the voters of Contra Costa County in 1988 ("Measure C (1988)"), that "new growth [pay] for the facilities required to meet the demands resulting from that growth." To ensure that the service levels expected to be provided by road improvements to be built or funded in whole or in part by the Developers will result from such improvements, the County, San Ramon and Danville reaffirm their obligation to implement Measure C (1988) in connection with their consideration of other development projects. 14.

3.7.2 Project Traffic Improvements. 3.7.2.1 Initial Project Traffic Improvements. The specific traffic improvements described on Exhibit C-1, attached hereto and incorporated herein by reference (the "Initial Project Traffic Improvements"), are projected to accommodate an "Initial Level of Development" of 8,500 units at levels of service acceptable to San Ramon and Danville. The Initial Project Traffic Improvements described on Exhibit C-1 were identified by the Parties to this Agreement as being appropriate and acceptable means to mitigate the traffic-related impacts of such 8,500 units, and will be constructed by the Developers when needed. 3.7.2.2 Additional Project Traffic Improvements. Traffic improvements in addition to the Initial Project Traffic Improvements may also be necessary to accommodate the Initial Level of Development or Subsequent Levels of Development. Such additional traffic improvements (which, together with the Initial Project Traffic Improvements, are referred to herein as the "Project Traffic Improvements") may include a pro rata share of those improvements specifically described on Exhibit C-2, attached hereto and incorporated herein by reference. Within six (6) weeks following the County's approval of either of the Development Agreements, but no later than the date upon which the County first approves a tentative subdivision map showing individual residential lots for any portion of the Dougherty Valley, (i) the Parties to this Agreement shall cooperate in good faith to determine the Developers' respective pro rata shares (if any) of the cost of the improvements described on Exhibit C-2 and establish a preliminary phasing program for any of those improvements for which the Project will generate a need and (ii) the County shall c::;u;b.,:h a fee, to be applied to development in the Dougherty Valley, to fund the D(,e Jpers' respective pro rata shares of the cost of construction of such improvements. Notwithstanding the foregoing, and for all purposes under this Agreement and otherwise, the Project's pro rata contribution to the traffic improvements described on Exhibit C-3, attached hereto and incorporated herein by reference, shall be no more than is specified in, and shall be paid as described in, Exhibit C-3. 3. 7.2.3 Funding of Project Traffic Improvements. The Development Agreements, and the conditions imposed by the County on any tentative subdivision map approval for any portion of the Project, shall ensure that the Developers will (i) construct and/ or pay the cost of construction of any needed Initial Project Traffic Improvements (which cost shall be shared by the Developers in proportions which shall be determined during the period described in Section 3.7.2.2 above) as they are required and (ii) pay their respective pro rata shares of the cost of any additional traffic improvements that may hereafter be identified by the Parties as 15.

necessary for and implemented to accommodate the Project, including those specific improvements described on Exhibit C-2. 3.7.2.4 Inclusion in Traffic Studies. The Initial Project Traffic Improvements (and any other Project Traffic Improvements then identified) shall be included in any traffic analyses, studies or evaluations conducted by the County, San Ramon or Danville. Such traffic analyses, studies and evaluations (including any conducted in connection with the review of other development projects under Section 3.7.3 below) shall assume development of 11,000 units in the Dougherty Valley as shown in the County's General Plan and, where appropriate, shall identify and recommend additional traffic improvements needed for any Subsequent Level of Development. 3.7.3 Other Development Projects. Any proposal for development that is considered by the County, San Ramon or Danville on land that, as of the Effective Date, is not designated in such jurisdiction's general plan for urbanization or is designated for uses that would result in lower levels of trip generation than would those being proposed, may be approved if and only if it can be demonstrated that such development proposal will not result in (i) exceedence of the Traffic Service Objectives or (ii) any material deterioration in the level of service of any Project Traffic Improvement. Any expansion or modification of a Project Traffic Improvement that may be necessary or appropriate to accommodate such development project shall be identified and funded by the developers of such project, and shall be subject to the approval of the affected jurisdiction. 3. 7.4 Other Transportation - Related Efforts. To mitigate the impacts of cumulative growth in the Tri-Valley Subregion and surrounding areas on the local, subregional and regional roadway networks, certain coordinated efforts are required by the County, San Ramon and Danville as specified on Exhibit D, attached hereto and incorporated herein by reference. Accordingly, San Ramon, Danville and the County shall adhere to the policies described on Exhibit D and, subject to their compliance with applicable requirements of law, take all such actions specified therein. 3.8 Other Actions to Facilitate the Project. 3.8.1 In General. To ensure that the Performance Standards can be achieved and potential impacts on San Ramon and Danville mitigated as the Project is reviewed, approved and carried out, each of the Parties agrees to take the actions and adopt the policies specified in this Section 3. 8. 3.8.2 Revisions to San Ramon General Plan and Zoning and Related Actions. Prior to any annexation to San Ramon of any portion of the 16.

Dougherty Valley, San Ramon shall consider the adoption of amendments to its general plan, zoning ordinance and other applicable policies as may be necessary or appropriate. Such general plan amendments may include those generally described on Exhibit E, attached hereto and incorporated herein by reference. 3.8.3 Facilitation of Physical Improvements. Each of the Parties to this Agreement agrees to cooperate in the performance and implementation of all actions necessary or appropriate for the provision of infrastructure and services to the Project as described in this Agreement. Among other things, the Parties each shall take and cooperate in all actions necessary or appropriate to facilitate the acquisition and provision of right-of-way, and the construction of access and other physical improvements needed for the Project including, without limitation, the Project Traffic Improvements, any other major on-site or off-site improvements and the extension of Bollinger Canyon Road (commencing at its current easterly terminus and continuing through the Project; provided, however, that the extension of Bollinger Canyon Road over Shapell's property and Windemere's property shall be consistent with that certain "Cooperation Agreement Between Windemere Ranch Partners and Shapell Industries," dated as of May 6, 1994). Notwithstanding the foregoing, (i).san Ramon and Danville shall not be required, but are nevertheless permitted, to exercise their respective powers of eminent domain to acquire or provide right-of-way or access for the Project Traffic Improvements and (ii) any widening of the intersection of Camino Tassajara, Crow Canyon Road and Blackhawk Road to a configuration with outside curb-to-curb widths that are wider than currently exist at that intersection may take place only with the consent of Danville, which shall have sole discretion to determine whether such widening may occur. Except as specifically described in item 7 on attached Exhibit D, neither San Ramon nor Danville shall take any action to physically constrain the capacity of existing roadways necessary to serve the Project. 3.9 Observance of Service Level Standards by Governmental Third Parties. The Parties to this Agreement agree to cooperate to ensure that the Performance Standards and Traffic Service Objectives are recognized by, and sought to be achieved by, any "Governmental Third Party" (defined in Article II above). ARTICLE IV IV. PROCESS FOR CONSIDERATION AND IMPLEMENTATION. 4.1 General Approach. As set forth in Article III, this Agreement establishes certain principles for the development of the Dougherty Valley. These principles will be implemented by the process described in this Article IV which, among other things: (i) governs the review and approval of an initial and subsequent 17.

levels of development in the Dougherty Valley; (ii) establishes a process to monitor and assure compliance with the principles expressed in Article III; and (iii) establishes procedures and principles for the consideration of amendments to, among other things, the Performance Standards. 4.2 Approval of Development. 4.2.1 In General. As reflected in the GPA and the Specific Plan, the Project includes up to 11,000 units. The County, San Ramon and Danville have determined tltat (provided the Initial Project Traffic Improvements are constructed at the appropriate times) 8,500 of these units may be developed in a manner consistent with the terms and provisions of this Agreement without causing levels of service on the surrounding roadway network to deteriorate to unacceptable levels. Accordingly, as set forth more fully below, San Ramon, Danville and the County agree that the County may commence to review and approve all applications for this "Initial Level of Development. " Also as set forth more fully below, the Parties to this Agreement agree that the County may thereafter approve all applications for "Sqbsequent Levels of Development" of up to 11,000 units if (and only if) it can be demonstrated that, among other things, such development proposals will not result in exceedences of the Traffic Service Objectives. 4.2.2 Initial Level of Development. Provided such review, :c approval and development is in substantial compliance with the terms and provisions of this Agreement, the County may review and approve, and the Developers may develop, an initial level of development of 8,500 units in the Dougherty Valley (the "Initial Level of Development"). Such review and approval may include the issuance of all approvals necessary or desirable for such development (and associated facilities and infrastructure), including development agreements and vesting tentative maps. If such review, approval and development is in substantial compliance with the terms and provisions of this Agreement (including Section 4.4 below), neither San Ramon nor Danville will make any objection to the County's approval thereof. Not in limitation of the foregoing, San Ramon and Danville each agrees tltat it will not (i) initiate or conduct any litigation in connection with any such review, approval or development or (ii) adopt or apply any ordinance, resolution or policy in a manner that would repeal, prevent or otherwise materially hinder any such review, approval or development. San Ramon and Danville each further agrees not to oppose or object to the annexation of any portion of the Dougherty Valley to any service provider or the inclusion of any such portion in the sphere of influence of any such service provider. 4.2.3 Subsequent Levels of Development. Provided such review, approval and development is otherwise in substantial compliance with the terms 18.

and provisions of this Agreement, the County may review and approve, and the Developers may develop, levels of development beyond the Initial Level of Development up to a maximum of 11,000 units, together with associated facilities and infrastructure ("Subsequent Levels of Development") if and only if (i) any and all prior development is in substantial compliance with the Performance Standards, or the proposed Subsequent Level of Development would not prevent the Parties from bringing any existing area of noncompliance into such compliance, (ii) development of the proposed Subsequent Level of Development would not cause any prior development to fail to substantially comply with the Performance Standards, (iii) traffic studies (which may include corrections or adjustments to prior traffic studies based on actual traffic measurements and updated land use assumptions) demonstrate that such proposed Subsequent Level of Development, taking into account any traffic and transportation measures included in such level of development, will not result in exceedences of the Traffic Service Objectives and (iv) such Subsequent Level of Development is subject to conditions to ensure that the area proposed to be developed will comply. with the Performance Standards and the Traffic Service Objectives. If such review, approval and development is in substantial compliance with the terms and provisions of this Agreement (including Section 4.4 below), neither San Ramon nor Danville will make any objection to the County's approval thereof. Not in limitation of the foregoing, San Ramon and Danville each agrees that it will not (i) initiate or conduct any litigation in connection with any such review, approval or development or (ii) adopt or apply any ordinance, resolution or policy in a manner that would repeal, prevent or otherwise materially hinder any such review, approval or development. San Ramon and Danville each further agrees not to oppose or object to tile ar:n:xation of any portion of the Dougherty Valley to or of any service provider or u",:fusion of any such portion in the sphere of influence of any such service provider. 4.2.4 Approval of Rezoning, Preliminary Development Plans and Development Agreements. Provided such approvals contain terms and provisions necessary to ensure consistency with the terms and provisions of this Agreement (and do not limit materially the rights of San Ramon and Danville specifically granted herein), the County may consider and approve or enter into the Rezoning, Preliminary Development Plans and Development Agreements for up to 11,000 units in Dougherty Valley, and neither San Ramon nor Danville shall object to any such approval. The County's approval of the Rezoning, Preliminary Development Plans and Development Agreements will not, without the issuance of further project-specific approvals, constitute an authorization to construct and therefore shall not be deemed to constitute the approval of an Initial Level of Development or Subsequent Level of Development. The Development Agreements shall be consistent with those provisions of this 19.

Agreement establishing certain conditions to the development of more than 8,500 units in the Dougherty Valley. 4.2.5 City Annexations. The Parties to this Agreement agree to cooperate and take all actions necessary or appropriate to provide for the annexation of the Dougherty Valley to San Ramon. Among other things, (i) San Ramon and each of the Developers shall enter into an Annexation Agreement, on mutually acceptable terms, to provide for the cooperative annexation of the Dougherty Valley to San Ramon and (ii) San Ramon and the County shall enter into a Property Tax Exchange Agreement on mutually acceptable terms. The Annexation Agreements shall provide that, to the extent permitted by law, the County shall issue all building permits and other approvals with respect to the Project and San Ramon shall initiate the annexation of any portion of the Dougherty Valley with respect to which (w) the County and San Ramon have entered into the Property Tax Exchange Agreement, (x) the area to be annexed is subject to a recorded final subdivision map (which map represents the ftnal subdivision of land to be annexed, as determined by the affected Developer), (y) the affected Developer has obtained a final and vested right to develop the property proposed for annexation and (z) an adequate funding mechanism has been established as described in Section 3.3.5 above. ' 4.3 Assurance of Compliance with Performance Standards. 4. 3.1 Compliance Monitoring Program. The compliance of the Project with the Performance Standards shall be monitored by the County and enforced as set forth in the "Compliance Monitoring Program," attached hereto as Exhibit G (including ~chedule 1 to Exhibit G) and incorporated herein by reference. The Compliance Monitoring Program establishes, among other things: (i) a system for tracking development in the Dougherty Valley, including unit counts, the provision of public services, facilities and infrastructure identifted in the Performance Standards; (ii) an annual compliance review to assure that development in the Dougherty Valley is in compliance with the Performance Standards (and recommend appropriate curative or enforcement measures); and (iii) periodic conferrals regarding actions appropriate to facilitate achievement of the Performance Standards. 4.3.2 Limitations on Issuance of Building Perrnits. As set forth in the Compliance Monitoring Program, in the event of an on-going failure to comply substantially with Performance Standards that is caused by a Developer, the County shall (i) determine which areas of the Project are not in compliance (which determination may be made in accordance with Section 4.3.3 below) and (ii) undertake measures designed to cure such noncompliance, which shall include the suspension of issuance of building permits for residential units (but not the review, approval or issuance of any other type of permit or approval) for the area not in compliance until 20.

such time as substantial compliance is achieved or financially assured. Notwithstanding the foregoing, the Parties intend to rely on the preventive measures established under the Compliance Monitoring Program (e.g., the Tracking System, the Annual Compliance Reports and City-County conferrals as described in Schedule 1 to Exhibit G) as important means to prevent failures to satisfy the Performance Standards. 4.3.3 Obligations of Specific Properties. 4.3.3.1 In General. Not in limitation of any right of the County to impose additional conditions of approval in a manner consistent with this Agreement and any applicable development agreement, the County shall condition the approval of each tentative map upon the achievement of applicable Performance Standards. The imposition of any such condition shall constitute the final determination of the obligation of the Developer of the property subject to such tentative subdivision map with respect to the application to such property of the Performance Standard that is sought to be implemented by such condition. Consistent with compliance monitoring procedures and subject to Section 4.3.3.2 below, in certain instances it may be appropriate for the County to allocate to certain properties in the Dougherty Valley responsibility for the satisfaction of certain Performance Standards that it does not allocate to other properties within the Dougherty Valley (and with respect to which other properties building permits shall not be withheld in the event of non-compliance with such Performance Standards). San Ramon and Danville shall have the opportunity to review such allocations and determinations as part of the Conferral Process. 4.3.3.2 Construction of Community Facilities. The Periv 7aance Standards require certain community facilities (i.e., senior center, cr.rnmunity center, police substation, library, community park, corporation yard) to be provided in connection with the development of the Project. Subject to the provisions of Section 3.4 above (which governs the funding of the construction of certain of these facilities), it may be appropriate for County to determine and allocate the separate and distinct obligations of each Developer with respect to the dedication of land for, and the financing and construction of, such community facilities. Should a Developer that has been allocated responsibility for the provision of land for, or the financing or construction of, all or a portion of any such community facility fail to fulfill such obligation at the appropriate time, then the other Developer (i) may cure such failure through the payment of money, provision of acceptable substitute land or construction of the community facility, as appropriate, and (ii) shall be reimbursed in full by the Developer failing to perform such obligation for all costs and expenses associated with the cure of such failure. County, San Ramon and Danville shall cooperate and take all actions necessary to facilitate any such substitute performance including, without limitation, agreement (to the extent required pursuant 21.

to Section 4.3.3.1) to any reasonable substitute for such community facility that may be tendered by the curing Developer. If an acceptable cure (which shall include appropriate assurances that such cure will be completed within a reasonable period of time) is agreed to by County, San Ramon and Danville, then (x) the curing peveloper may proceed with development despite the other Developer's failure to fulfill its obligation and (y) if the failing Developer's failure has resulted in an on-going failure to comply substantially with a Performance Standard, such failing Developer shall not be issued any further building permits (for the portion of such Developer's property that is subject to the obligation that such Developer has failed to perform) until such time as the cure has been completed and the curing Developer has been reimbursed as set forth above. 4.4 Assurance of Compliance with Traffic Service Objectives. 4.4.1 In General. During the development of the Project, the County, San Ramon and Danville shall, as set forth below, monitor traffic levels of service on the surrounding roadway network and ensure that the "Traffic Service Objectives" are not exceeded. As used in this Agreement and as more fully defined in Article II above, the term "Traffic Service Objectives" shall mean traffic volume/capacity (v/c) ratios of 0.91 (LOS D) at intersections and roadways (other than freeways and freeway ramps) in the City of San Ramon, and 0. 90 at the intersection of Camino Tassajara, Crow Canyon Road and Blackhawk Road in the Town of Danville. 4.4.2 Limitations on Further Approvals. If at any time during the development of the Project, it is determined by the County, whether independently or af:er receiving notice from San Ramon or Danville accompanied by all relevant suppvrting data, that the Traffic Service Objectives are being exceeded and that such exceedences are attributable to traffic generated by the Project, then a plan designed to address the Project's contribution to such exceedences shall be developed and adopted as specified in Section 4.4.3 below (a "Remediation Plan"). Until such a Remediation Plan is developed and adopted, the County may not approve any tentative subdivision map for any portion of the Project that may further contribute to such exceedences, unless such tentative subdivision map is subject to conditions to ensure that no building permits for individual lots shown on such tentative subdivision map are issued until (i) a Remediation Plan has been adopted and (ii) adoption of a financing program to ensure implementation of such Remediation Plan (or the provisions thereof attributable to the property covered by such tentative subdivision map). Any such financing program shall include provisions pursuant to which a Developer's failure to contribute to the funding of traffic improvements identified in a Remediation Plan may be cured by the other Developer, who shall have a right of reimbursement for the amounts required to effect such cure. 22.

Nothing in this Section shall prevent the County from continuing to issue final maps, building permits and other permits and approvals for areas of the Project subject to tentative subdivision maps approved by the County prior to its determination that Traffic Service Objectives are being exceeded. For the purposes of this Section 4.4.2, a tentative subdivision map shall be deemed to cover a phase of the Project. 4.4.3 Adoption of Remediation Plans. As soon as reasonably practicable after a determination is made under Section 4.4.2 that a Traffic Service Objective is being exceeded due to traffic generated by the Project, the County and the City in which the exceedence is occurring shall meet and establish a schedule for the preparation of a Remediation Plan. The Remediation Plan shall be prepared jointly by the County and such City, in consultation with the Developers, and shall (i) identify those physical improvements or other measures that may be appropriate to address the Project's contribution to such exceedence and (ii) be prepared in a manner designed to facilitate the implementation of the Project at acceptable levels of service. Notwithstanding the foregoing, Danville has sole discretion to determine whether a Remediation Plan shall include (x) any widening of the intersections of Camino Tassajara, Crow Canyon Road and Blackhawk Road to a configuration with outside curb-to-curb widths that are wider than currently exist at that intersection or (y) improvements that require any modification of the standards described in item 7 on Exhibit D, attached hereto, and Danville's refusal to prepare a Remediation Plan that calls for any such widening or improvements shall not be a condition to the County's obligation to comply with Section 4.4.2 above. The Remediation Plan shall be completed as expeditiously as possible and, '- anv event, within forty-five (45) days following the determination under Section 4.4.2 that a Traffic Service Objective is being exceeded. The Remediation Plan shall be adopted by the County and the participating City within thirty (30) days following the completion of its preparation, and the participating City shall thereafter promptly and diligently take such steps (including, without limitation, the consideration of general plan amendments) as may be necessary or appropriate to administer and implement any Remediation Plan for roadways within its jurisdiction; provided, however, that the participating City shall not be required to bear more than its pro rata share of the costs of physical improvements required by the Remediation Plan. The Parties to this Agreement acknowledge and agree that the timely adoption of Remediation Plans by San Ramon and Danville, and the good faith participation of San Ramon and Danville in the preparation and implementation of Remediation Plans, are material conditions to the County's obligation to comply with Section 4.4.2 above, and any failure of San Ramon or Danville to so adopt a 23.

Remediation Plan or participate in good faith in its preparation or implementation shall release the County from its obligation to comply with Section 4.4.2 above. 4.4.4 Exceedences Not Attributable to the Project. For the purposes of this Agreement, an exceedence of a Traffic Service Objective shall not be deemed to be attributable to traffic generated by the Project if (i) any of the Project Traffic Improvements has not been or will not be constructed because of any failure to obtain the right-of-way or access necessary and appropriate to construct such Project Traffic Improvement despite the reasonable efforts of the Developers, and the construction of such Project Traffic Improvement can reasonably be expected to cure such exceedence, or (ii) such exceedence can reasonably be expected to be cured by construction of any of the improvements described on Exhibit C-1 or C-2, and the Developers have paid or are obligated to pay their respective fair shares of the cost of those improvements. 4.4.5 Application of Measure C (1988). Nothing in this Section shall prevent the County from enforcing the provisions of Me~sure C (1988), as incorporated into the Growth Management Element of the General Plan, in such a manner and at such times as it may deem appropriate to remediate exceedences of the Traffic Service Objectives attributable to the Project. 4.4.6 Application of Dispute Resolution Process. Not in limitation of the generality of anything contained in Section 5.1 below, the dispute resolution process shall apply to any disagreement relating to (i) whether Traffic Service Objectives are being exceeded or (ii) whether a Party is participating in good faith in the preparation or implementation of a Remediation Plan. 4.5 Participation by San Ramon and Danville in Approval Process; Modifications. 4.5.1 General. As set forth above and more fully described on Exhibit F, attached, San Ramon and Danville shall be included in the Dougherty Valley Oversight Committee and thereby assured the right to review and comment on proposals for development to occur in the Dougherty Valley. This Section 4.5 outlines in greater detail the rights of San Ramon and Danville with respect to such review and comment. This Section 4.5 also outlines the rights of San Ramon and Danville with respect to changes in the Performance Standards and other plans, approvals and policies related to the Project. 4.5.2 Modifications to this Agreement. Except as otherwise specifically stated herein, any modification to or amendment of a Performance Standard or any other term or provision of this Agreement, shall require the prior written notice 24.

to all Parties and approval and written consent of the County, each of the Developers and (to the extent such modification or amendment would directly affect such Petitioner City) San Ramon or Danville, or both. 4.5.3 Major Discretionary Approvals. The County shall, directly or through the Conferral Process, give good faith consideration to the comments of San Ramon and Danville in connection with the County's consideration of the following actions or approvals relating to the Dougherty Valley: (i) any and all general plan amendments, amendments to the Specific Plan, approvals of and amendments to development agreements, approvals of rezonings and preliminary and final development plans, approvals and amendments of tentative subdivision maps and the issuance of conditional use permits, (ii) the identification of service providers for the Project, (iii) the identification of major public facilities not currently shown in the Specific Plan, (iv) the approval of initial grading concepts and changes thereto involving significant increases in the amount of grading, (v) changes in the phasing or location of any police or fire station, school, library, community center or senior center shown on an approved tentative map, and (vi) upon the specific written request of San Ramon or Danville (if such request is received by County within fifteen (15) calendar days after delivery of notice to San Ramon and Danville under Section 4.5.4 below), any matter described in Section 4. 5.4 below. 4.5.4 Actions Requiring Special Notice. The following minor actions shall not require advance conferral with San Ramon or Danville; provided, however, that San Ramon and Danville shall receive twenty (20) calendar days' advance notice of the County's consideration of such actions, and be afforded an opportunity to request review of such action by the DVOC. Such minor actions shall in:lude: (i) lot line adjustments, (ii) approval of architecture and landscaping plans, (iii) minor adjustments of permitted building height for individual structures, (iv) minor increases in grading beyond that shown in an initial approved grading concept and (v) changes in the phasing or location of improvements within the area covered by a single tentative subdivision map (other than those described in Subsection 4.5.3(vi) above). 4.6 Actions of Third Parties. 4.6.1 In General. The Parties to this Agreement acknowledge that satisfaction of the Performance Standards (and the levels of service for services, facilities and infrastructure sought to be achieved thereby) and the Traffic Service Objectives may depend in certain instances on the actions of governmental or quasigovernmental organizations that are not Parties to this Agreement ("Governmental Third Parties"). The Parties to this Agreement therefore shall cooperate to promote the implementation of any and all actions by Governmental Third Parties that may be 25.

necessary or appropriate to achieve or maintain the Performance Standards or the Traffic Service Objectives. 4.6.2 Responsibility for Actions or Inactions of Third Parties. Parties to this Agreement shall not be disadvantaged or held accountable for the failure of a Governmental Third Party to take any action that may be necessary or appropriate to achieve or maintain the Performance Standards or the Traffic Service Objectives. Accordingly, except as otherwise required by law, the County shall not deny or withhold the issuance of any permit or approval due to any failure to satisfy a Performance Standard or Traffic Service Objective that is caused by a Governmental Third Party. 4.6.3 Remedies for Noncompliance with Contractual Obligations. In certain instances Governmental Third Parties have contracted or will contract with a Party to this Agreement (or the County Service Area) to perform certain actions necessary or appropriate to achievement of the Performance Standards or Traffic Service Objectives. Where a Third Party breaches suc_h a contract, and it appears that such breach may cause or lead to noncompliance with a Performance Standard or Traffic Service Objective, the DVOC shall, upon the request of any Party to this Agreement, meet to discuss means by which such Governmental Third Party's obligation may be enforced (which may include legal action against such Governmental Third Party). The provisions contained in this Section 4. 6. 3 shall in no way constitute a waiver by any Party to this Agreement of any legal or equitable remedy otherwise available to such Party in the event of such a breach by a Governmental Third Party, and each of the Parties to this Agreement shall be free to pursue any such remedy as it sees fit. V. DISPUTE RESOLUTION. ARTICLEV 5.1 In General. This Article establishes the exclusive process by which disputes between or among the Parties to this Agreement concerning or relating to this Agreement shall be resolved. The dispute resolution process established herein shall apply to disputes related to the interpretation or enforcement of, or compliance with, the terms and provisions of this Agreement. Disputes that are not alleged to relate to the interpretation or enforcement of, or compliance with, this Agreement are not subject to this Dispute Resolution Process. 5.2 Informal Conferral: Mediation. If a dispute arises as described above in Section 5.1, the parties to the dispute (the "Disputing Parties") will first attempt to resolve it through informal discussions, which may include designated representatives 26.

of the Developers and San Ramon, Danville and/or County staff (acting directly or through the DVOC). In the event a dispute cannot be resolved in this manner within twenty -one (21) calendar days, the aggrieved Disputing Party (acting, if such aggrieved Disputing Party is a Petitioner City or the County, through its governing body) shall give written notice to all other Parties to this Agreement, setting forth the nature of and basis for the dispute and facts demonstrating that such Disputing Party is materially and adversely affected thereby. The Disputing Parties (acting through their designated representatives, including counsel) shall endeavor to settle the dispute by mediation which, except as otherwise agreed to by the Disputing Parties, shall be conducted under the then current Center for Public Resources ("CPR") Model Procedures for Mediation of Business Disputes by a neutral third party selected from CPR's Panels of Neutrals. 5.3 Administrative Review. If no resolution is reached within twentyeight (28) calendar days following delivery of the written notice described in Section 5.2 above, any Disputing Party may submit the dispute in writing to the County's Director of Community Development or his or her designee (the "Community Development Director") for administrative review. All Parties to this Agreement (including their respective counsel) shall (i) receive in a timely manner copies of all materials submitted to the Community Development Director by any Party to this Agreement, (ii) be provided with an opportunity to submit to the Community Development Director written comments with respect to such dispute and (iii) receive reasonable advance written notice of the Community Development Director's review of any such dispute. The determination of the Community Development Director may be appealed by any Disputing Party to the Board, unless such matter has already been appealed to the Board and considered in connection with the review of any project ::ppn1\? l. 5.4 Judicial Review. 5.4.1 Availability of Review. The dispute resolution process described above shall be undertaken in good faith and exhausted prior to resort to judicial review; provided, however, that by agreeing to this dispute resolution process, no Party to this Agreement hereby loses or waives its right to sue under any applicable statute of limitations or loses or waives its right to assert the operation of any applicable statute of limitations as an affirmative defense. In the event that an applicable statute of limitations would run during the pendency of the dispute resolution process described above, the Disputing Parties shall agree in writing to toll such statute of limitations for such period as may reasonably be necessary to complete the dispute resolution process, but in no event shall such statute of limitations be tolled for more than ninety (90) calendar days. 27.

5.4.2 Conduct of Judicial Review. Should any Party to this Agreement ultimately seek judicial review of a dispute concerning or relating to the implementation, interpretation or enforcement of, or compliance with, the terms and provisions of this Agreement, all Parties to this Agreement will submit to the jurisdiction of a court of competent jurisdiction; provided, however, that the Parties shall cooperate in seeking the appointment of a neutral Judge as defined in California Code of Civil Procedure Section 394 to sit in Contra Costa County Superior Court, to preside over any such dispute. 5.4.3 Equitable Relief. Because the amount of damages in the event of a breach of this Agreement may be difficult or impossible to determine, the obligations of the Parties to this Agreement shall be enforceable by specific performance or other equitable relief, in addition to any other available remedy. ARTICLE VI VI. RESOLUTION OF THE LAWSUIT. 6.1 Good Faith Cooperation. The Parties to this Agreement agree not to take positions inconsistent with the terms of this Agreement and to exercise care in raising issues that may be contentious by first attempting to meet and resolve such issues with the others in good faith. 6.2 Response to Judicial Determinations. If a court grants or affirms the grant of any of the writs or other relief requested in the Lawsuit or the EBMUD Lawsuit or orders some other corrective action to be taken, or if a court determines in response to an action brought by a person or entity not a party to the Agreement that a provision of this Agreement is invalid, void or unenforceable, then the Parties to this Agreement shall, as soon as reasonably practicable, (i) meet and confer in good faith to determine the extent to which the terms and provisions of this Agreement (including, without limitation, any terms or provisions made inoperable by, or the application of which would be unreasonable or inappropriate in light of, any such grant, order or affirmation) should be amended to respond to any such grants, determinations, affirmations or orders made by a court and (ii) amend this Agreement as such parties may deem necessary or appropriate. 6.3 Dismissal. 6.3.1 Dismissal. Within ten (10) calendar days following the Effective Date, counsel for San Ramon and Danville shall file with the Contra Costa County Superior Court a request for dismissal with prejudice of all causes of action brought by San Ramon and Danville and then pending in the Lawsuit against 28.

Respondents and Real Parties in Interest. Within five (5) calendar days of entry of dismissal, counsel for San Ramon and Danville shall serve on all Parties to this Agreement notice of entry of dismissal in the manner provided in Section 7. 5 below. 6.3.2 Mutual Releases. Within five (5) calendar days of receipt of notice of entry of dismissal as provided above, each Party to this Agreement shall execute and deliver to counsel for all other Parties to this Agreement duly authorized counterparts of the Mutual Release and Covenant Not to Sue ("Mutual Release"), in the form provided in Exhibit H hereto. Counsel for each Party to this Agreement shall retain the original of its client's executed Mutual Releases. VII. GENERAL PROVISIONS. ARTICLE VII 7.1 Sole and Final Agreement: No Oral Modifications. Except as otherwise specifically provided herein, this Agreement (including the documents attached as exhibits hereto and incorporated by reference herein) is intended to be and is the final expression of the Parties' settlement and agreement with respect to the subject matter hereof, and is intended as and is the complete; exclusive and entire statement of the terms of the settlement between them. As such, this Agreement supersedes and fully and completely extinguishes any prior understandings or agreements between the Parties to this Agreement, whether oral or written, express or implied. Except as otherwise specifically stated in this Agreement, no addition to, modification or cancellation of, or waiver of any of the foregoing provisions shall be ~.:.nclmg upon any Party to this Agreement unless made in writing and signed by each of the Parties to this Agreement. Notwithstanding the foregoing, no Party to this Agreement shall be prevented hereby from entering into contracts, agreements or understandings with any other person or entity that are consistent with, and do not supersede or otherwise modify, this Agreement. 7.2 Severability. If any term, provision, or condition of this Agreement becomes invalid, void or unenforceable for any reason or is determined by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such determination, the provisions of this Agreement being severable in such instance. 7.3 Warranty of Authority. By executing this Agreement, each of the undersigned Parties to this Agreement covenants, warrants, and represents that he, she or it is fully authorized to enter into this Agreement and carry out the obligations on 29.

behalf of the person or entity for whom he or she is signing. Each of the undersigned Parties hereby agrees to indemnify and hold each other Party to this Agreement harmless from any and all claims, damages, demands, obligations, costs, actions or liability caused by breach of this covenant or warranty, including any actual or alleged defect in such Party's authority to enter into this Agreement (including the payment of reasonable attorneys' fees and costs actually incurred). 7.4 Mutual Cooperation. The Parties to this Agreement agree that they shall not oppose, nor encourage any other person or entity to oppose, entry by the Court of a dismissal with prejudice of the Lawsuit and that they shall not appeal said judgment of dismissal, nor shall they seek any reconsideration or modification of same. The Parties to this Agreement agree to act in good faith in all matters relating to the implementation, interpretation and execution of this Agreement. 7.5 Notices. Except as otherwise specifically set forth herein, all notices or other communications specifically required or permitted to be given under this Agreement shall be in writing and personally delivered or sent by certified mail, return receipt requested and postage prepaid, or sent by reputable overnight courier (such as Federal Express), or by telefacsimile with confirmation by overnight courier or U.S. Postal Service the following day, to the following: If to San Ramon, to: If to Danville, to: City Manager Director of Planning City of San Ramon City Hall 2222 Camino Ramon San Ramon, CA 94583 With a copy to: City Attorney Office of the City Attorney City of San Ramon City Hall 2222 Camino Ramon P.O. Box 5148 San Ramon, CA 94583 30.

If to County, to: City Manager Director of Planning Town of Danville 510 La Gonda Way Danville, CA 94526 With a copy to: City Attorney Office of the City Attorney 510 La Gonda Way Danville, CA 94526 Director, Growth Management and Economic Development Agency Director, Department of Community Development Contra Costa County 651 Pine Street Martinez, CA 94553-0006 With a copy to: County Counsel Office of County Counsel Contra Costa County 651 Pine Street P.O. Box 69 County Administration Building Martinez, CA 94553-0116 If to Windemere Ranch Partners, to: Mr. F. Allan Chapman Windemere Ranch Partners 1350 Treat Blvd., Suite 560 Walnut Creek, CA 94596 With a copy to: 31.

If to Shapell Industries, Inc. to: Zane 0. Gresham, Esq. Jennifer H. Small, Esq. Morrison & Foerster 345 California Street San Francisco, CA 94104 and David A. Gold, Esq. R. Clark Morrison, Esq. Morrison & Foerster 101 Ygnacio Valley Road, Suite 450 P.O. Box 8130 Walnut Creek, CA 94596-8130 Mr. Daniel W. Hancock Shapell Industries, Inc. 100 N. Milpitas Blvd. Milpitas, CA 95035 With a copy to: Daniel J. Curtin, Jr., Esq. Stephen L. Kostka, Esq. M. Thomas Jacobson, Esq. McCutchen, Doyle, Brown & Enersen 1331 N. California Blvd., 5th Floor P.O. Box V Walnut Creek, CA 94596 A notice shall be effective on the date of personal delivery or telefacsimile transmission, if personally delivered or transmitted before 5:00p.m., otherwise on the day following personal delivery or telecopy transmission, or two (2) business days following the date the notice is postmarked, if mailed, or on the day following delivery to the overnight courier, if sent by overnight courier. Any Party to this Agreement may change the person, address or telecopier number to which notices are to be given to it by giving notice of such change in the manner set forth above for giving notice. 32.

7.6 No Third Party Beneficiary. This Agreement is intended solely for the benefit of the Parties to this Agreement and shall not be construed to create any rights in any Non-Settling Party, Governmental Third Party or other person or entity. 7.7 Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. 7. 8 Time of the Essence. Time is of the essence of this Agreement (including its exhibits) and each and every term and provision hereof. 7. 9 Interpretation; Governing Law. This Agreement shall be interpreted, and the rights and the duties of the Parties shall be determined, in accordance with the laws of the State of California, as applied to contracts entered into and performed (or capable of performance) in California by California persons or entities. 7.10 Denial of Wrongdoing and Liability. Neither the negotiation of this Agreement, nor any action taken to carry out this Agreement; (i) is or may be construed or used as an admission or concession by or against any Party to this Agreement of any fault, wrongdoing or liability whatsoever or (ii) may be offered or received in evidence in any action or proceeding against any Party to this Agreement in or before any court, administrative agency or tribunal for any purpose; provided, however, that this Agreement and its exhibits may be filed in the Lawsuit as evidence thereof. The Parties to this Agreement further agree that the provisions of California Evidence Code Sections 1152 and 1154 apply to all negotiations and settlement d: scussions leading to, and all actions taken to carry out, this Agreement, and that such ne,.,,t;ations, discussions and actions shall not be admissible for any purpose other than as necessary to effectuate, enforce or defend the provisions of this Agreement. 7.11 Headings; Cross-References; Exhibits. The headings and captions used in this Agreement are for convenience and ease of reference only and shall not be used to construe, interpret, expand or limit the terms of this Agreement. All crossreferences in this Agreement, unless specifically directed to another agreement or document, shall refer to provisions in this Agreement and shall not be deemed to be references to any other agreements or documents. Each of the exhibits attached to this Agreement is hereby incorporated into this Agreement by this reference. 7.12 No Duress. This Agreement is executed voluntarily by each of the Parties to this Agreement, without any duress or undue influence on the part of, or on behalf of, any of them. Each of the Parties to this Agreement has read and fully understands the meaning of each provision of this Agreement and has relied on the independent advice and representation of legal counsel in entering into this Agreement. 33.

7.13 Successors and Assigns. The terms and conditions of this Agreement shall be binding upon, and inure to the benefit of, the Parties to this Agreement and their respective successors and assigns. 7.14 Attorneys' Fees and Costs. There shall be no award to any Party to this Agreement for attorneys' fees, costs or expenses incurred in connection with the Lawsuit or the settlement thereof. 7.15 Substantial Compliance. As used in this Agreement, the term "substantial compliance" (as it applies to compliance with the terms and conditions of this Agreement, including the Performance Standards) shall mean actual compliance with such terms and conditions, with the only variance from such compliance being technical, minor, temporary or of such a nature that such variance causes no material harm to the other Parties to this Agreement. 7.16 Effective Date. This Agreement shall becqme effective as of the date set forth on Page 1 of this Agreement (the "Effective Date"). IN WITNESS WHEREOF, the Parties to this Agreement have caused this Agreement to be duly executed in their respective names by one of their respective officers or representatives on the dates indicated below. Date: May.!..!_, 1994 CITY OF SAN RAMON By: ~~-=-.::>.<..::...::'-"-'=-------- Its: Hermann Welm Mayor Date: May,12.- 1994 TOWN OF DANVILLE B7d2~ ~.DOllRiiC Its: Mayor 34.

Date: May Q, 1994 COUNTY OF CONTRA COSTA and BOARD OF SUPERVISORS OF COUNTY O:fCON:f~OSTA By: Its:.. [ / \. ~ - I /~/!};( ~ Tom Powers Chairman of the Board of Supervisors By: Its: Valentm Alexeeff \ Director Growth Management and Economic Development Agency )

Date: May li. 1994 WINDEMERE RANCH PARTNERS, a California limited partnership By: Its: SOMERSET HOMES, a California corporation General Partner., Y~st1J= Its: President By: Its: WINDEMERE GENERAL PARTNERS, a California general partnership Managing General Partner By: Its: CWL WINDEMERE ASSOCIATES, L.P., a California limited partnership General Partner By: Its: CWL WINDEMERE GROUP, a California limited partnership General Partner By: ~~~ Its: : Aiiat;cilaPI11> General Partner Date: May\1, 1994 SHAPELL INDUSTRIES OF NORTHERN CALIFORNIA, a division of SHAPELL INDUSTRIES, INC., a Delaware corporation By: Its: President 36.

APPROVED AS TO FORM: Date: May {L 1994 County Counsel Respondents County of Contra Costa and Board of Supervisors of County of Contra Costa Date: May JL. 1994 Date: May/Z, 1994 Byron D. Athan City Attorney Petitioner City of San Ramon /,/~2 ---- ~ane City Attorney Petitioner Town of Danville Date: May/-r, 1994 '- By: t----2:::7-:;:~~~~---- res Attorneys for Real Party in Interest Windernere Ranch Partners Date: May~ 1994 OWN & ENERSEN el J. Curtm,. Attorneys for Real Party in Interest Shapell Industries, Inc. 163454 37.

EXHIBIT A REGIONAL BENEFITS OF THE PROJECT Pursuant to this Agreement, the development of the Dougherty Valley will be governed by certain principles and implemented by certain procedures developed through discussions between San Ramon, Danville, the County and the Developers. These principles and procedures represent the cooperative resolution of many complex and critical regional issues and will yield benefits to San Ramon, Danville and the Tri Valley Subregion generally. Expected among these benefits are the following: Control over Traffic through Improved Transportation Planning Modeling. The Agreement establishes a regional and long-range approach to mitigating transportation impacts. The Agreement provides a cooperative and reasonable framework for studying project-related and cumulative traffic impacts of the Project, using the Tri-Valley Transportation Model as contemplated by Measure C (1988). The Agreement also provides for an annual compliance review to assure that development in the Dougherty Valley is in compliance with the Performance Standards defined in the Agreement. On-Site Infrastructure Phasing, Commitments and Coordination, The Agreement incorporates a set of Performance Standards based on a comprehensive CIP. Consistent with the philosophy embodied in Measure C (1988), the Performance Standards ensure that services, facilities and infrastructure necessary to fully develop the Project will be met at each appropriate phase of the Project. The Performance Standards further ensure that the Project will meet its fair share obligations in the development of the Tri-Valley Subregion. Completion of Regional Trail System. The Project sets aside 55% of the Dougherty Valley as parks or open space lands, and provides a system of trails and pedestrian paths connecting all major open space areas and parks in the Dougherty Valley, as well as providing a key link in the regional trail system for Contra Costa and Alameda Counties. Increased Involvement of San Ramon and Danville in Development Process. The Performance Standards have been developed under the scrutiny of San Ramon, Danville and the County, enabling a level of interjurisdictional involvement in establishing development conditions that has not previously occurred. (A-i)

Participation by San Ramon and Danville in Monitoring of Compliance with Performance Standards. The Agreement establishes a Compliance Monitoring Program to enable the County, San Ramon and Danville to track the Project's compliance with the Performance Standards, including unit counts and resulting service levels for public services and infrastructure. The Compliance Monitoring Program includes an annual compliance review. The Agreement provides a meet-and-confer procedure to address compliance issues in connection with the County's review and approval of the Project. Sales Tax Benefits to Surrounding Communities. Based on projected commercial square footage, it is estimated that Dougherty Valley will retain less than 10% of the sales tax its population generates, providing sales tax revenues to adjacent communities. Coordinated Comprehensive Program with Regional Solutions. The Agreement provides a comprehensive program to address regional problems, which will serve as a model for review of future development in the Tri-Valley Subregion. Increase in Recreation Opportunities and Open Space per capita. The Project represents a balance of development and open space protection and maintenance, providing more recreational/open space acreage per capita than existing jurisdictions provide. Community Compatibility/Objectives. The Agreement ensures tha: the Project context and design will be compatible with the surrounding ':mmnupities. Balance for Jobs and Housing, with Traffic and Air Quality Benefits. The Project furthers the regional goal of providing housing for workers in the Tri-Valley Subregion. Providing such a jobs/housing balance is fundamental to solving regional air quality and congestion management issues. Implementation of San Ramon Development Concepts. The Project generally incorporates concepts from the draft Specific Plan prepared for the Dougherty Valley by San Ramon. Investment in Local Economy. The Project represents an investroent in the Tri-Valley Subregion over the next 20 years and beyond. It will create local jobs and promote prosperity in the Tri-Valley. (A-ii)

Consideration for Service Level Issues. The settlement process has resulted in establishment of performance standards for development of the Dougherty Valley that will be adequately funded and appropriately enforced. Other Specific Benefits to San Ramon. These include potential annexation of Dougherty Valley phase(s) to San Ramon, increased involvement in approval and compliance process, possible resolution of HCD "fair share" affordable housing allocations, implementation of City-generated planning ideas and assistance with certain community facilities that may be impacted temporarily by the Project. (A-iii)

EXHIBITB CAPITAL IMPROVEMENT PROGRAM AND FINANCING ANALYSIS

Dougherty Valley - Contra Costa County Capital Improvement Program and. Financing Analysis ~\

""~ ~ INTRODUCfiON The goal of planning, designing and constructing new housing in the Dougherty Valley is to provide a community of new homes that will support the business and economic development that exists and is planned for in the l-680/l-580 subregion. The philosophy shaping the Dougherty Valley Plan is to provide a modern residential community that evolves as a cluster of neighborhoods, linked by a series of pathways and enveloped by large expanses of open space. This Capital Improvement Program and Fiscal Analysis has been developed in order to ensure that this new community wiu not be an economic burden or infringe on the quality of Jife of surrounding communities. This document is intended to satisfy the concerns expressed by officials of Contra Costa County, Danville and San Ramon, that services be provided for and financed by the County and the new residents of the Dougherty Valley, and that adjacent cities should not be burdened by any on-going responsibility of the development. This document provides a framework that looks at development on a macro scale. The framework is flexible enough to deal with future adjustments and more detailed management plans can come forth from this document as more specific phasing plans are developed through the Final Development Plan{fentative Map process. The framework ensures that the project build-out is consistent with the Dougherty Valley Specific Plan and meets the growth management aspects of the County General Plan. It also demonstrates that the operating standards for required infrastructure will be commensurate with those that exist today in the surrounding communities. While it is difficult to put a vision for quality of life issues into a series of critical paths, this document does seek to demonstrate that the following comprehensive goals are met. The required infrastructure, including police and fire services, within the Dougherty Valley are provided for at a level that matches or exceeds the subregional community norms. Adequate parks, recreation facilities and open space within the Dougherty Valley are provided. The infrastructure design incorporates community wide goals related to transportation, child care, water conservation/recycling, etc. Schoo) sites are located to reduce regional traffic generation as well as meet educational needs. A community is designed which results in a net economic benefit to the subregion. It should be acknowledged that the provision of housing to support jobs in the subregion will assist in generating new tax revenues from additional economic development. The community will be developed in accordance with the County's Growth Management Program.

Dougherty Valley - Contra Costa County Table of Contents SECI10N I - Capital Improvement Program SECI10N II - Fiscal Analysis Introduction ~ 4 Introduction Page 55 Dougherty Valley County SeiVice Area I City of San Ramon Internal Road System Parks Open Space and Trails Community Facilities Police and Sheriff Flood Controi/GHAD Utilities Water Sanitary Sewer Reclaimed Water 5 11 17 21 27 31 35 38 41 Estimate of Taxes and User Fees Generated to Local Agencies by the New Residents of the Dougherty Valley Taxes and User Fees Allocation Financing Sources and Uses - County General Fund Financing Sources and Uses - City of San Ramon 57 67 73 75 Fire Protection Schools Energy ConseiVation and Waste Reduction 44 47 52 A-I. A-2. A-3. A-4. A-5. A-6. APPENDICES Unit Count, Population and Absorption Assumptions Phasing Assumptions List of Officials Contacted Sample Tax Rate Areas for Blackhawk, Danville, Diablo, Lafayette, Orinda, San Ramon Dougherty Valley Current Tax Rate Areas Mitigation Measures,,

Dougherty Valley - Contra Costa County Executive Summary This report outlines the manner and method in which Contra Costa County and the project developers, will finance, operate and maintain the facilities and services within the Dougherty Valley. This report illustrates the governing mechanisms and operating standards as they are defined in the Dougherty Valley Specific Plan, EIR and Design Guidelines, for all the major infrastructure clements. The report also identifies the sources of revenues which will be committed to finance the on-going operations. This report proposes that the County and the project developers set up a new County Service Area (CSA) which would oversee the construction and on-going operation and maintenance of the major on-site infrastructure. The CSA, which would be controlled by the County Board of Supervisors, would be responsible for maintaining the on-site roads, parks, open space, and community facilities. The CSA would also contract for enhanced police and transit services, and would coordinate with the Geologic Hazard Abatement District and flood control program. In the event of annexation to the City of San Ramon, San Ramon would.assume all the obligations of the CSA, although the CSA may continue to coiject revenue. The financial focus of this document is on the operation and maintenance of faci~ities after they are constructed. Information is contained herein which identifies who pays for the actual construction of the capitalized improvements, however there is no discussion about the cost of the improvements (except for community facilities) or the financing mechanisms associated with the construction. Instead, this report simply establishes financial responsibility for actual construction, and then focuses on who operates the facilities after they are built and how the operational costs are funded. 1. 2. 3. Figure I Dougherty VaUey Governing Entity County Ensures the project's compliance with the Dougherty Valley Specific Plan. Reviews and Conditions all preliminary and final development plans, tentative maps and final maps. Checks plans, issues building permits and inspects improvements. Sets process for monitoring establishment of services and provision of services Governs the Dougherty Valley County Service Area. May establish a Community Facilities District for the possible issuance of Meuo.Roos bonds. County Service Area (County Board of Supervisors) I City of San Ramon Oversees the maintenance of roadways, landscaping, lighting and other infrastructure items funded by.the developers, assessment bonds, MellO Roos bonds or other governmental issue. Operates and maintains the parks, open space, trails, internal roads, and community facilities. Contracts with transit provider and pollee for enhanced services. Coordinates with the Geological Hazard Abatement District(s) and the flood control program(s). Joint Powers Authority II is contemplated that a Joint Powers Authority may be established between the County Service Area and the Water provider, in order to facilitate the construction of water, sewer and reclaimed water infrastructure. Participation will be at the sole discretion of either developer.

Dougherty Valley- Contra Costa County Executive Summary Great consideration has been given to achieving a balance between funding sources to ensure that the project is self-supporting yet not financially prohibitive to maintain. It is the intention of the County that new residents in the Dougherty Valley will not be burdened with excessive supplemental taxes and assessments. Instead, it is being proposed that a portion of the incremental 1% property tax gets allocated to the new County Service Area (or the City of San Ramon If annexed), which will be used in conjunction with limited supplemental taxes and assessments to fund the operational and maintenance responsibilities. The exact property tax allocation to the CSA and the amount of annual assessments that will be required to supplement the cost of operations, will be determined when the CSA is formed and/or the property is annexed. As can be seen in Figure II, the bulk of the internal infrastructure will be built and paid for solely by the developers. This report has been broken into two sections: Section I, the Capital Improvement Program, demonstrates how and when required parks, recreation facilities and open space will be provided for in the Dougherty Valley, and it also demonstrates that design goals relating to transportation, child care, and water conservation for example, are incorporated into the project's infrastructure standards. Section I outlines the school requirements and community facility needs. It also outlines the requirements for adequate police and fire services. Overall, this section strives to ensure that all the basic requirements for a working and successful community are taken into account and are provided for in a timely, well thought out and fiscally prudent manner. Please refer to Figure Ill for a summarization of the basic infrastructure requirements which will be provided in the Dougherty Valley. Figure II lnrrastructure Requirements and financing RespoMibilitt Capital Improvement O&M lnfra~tructure Item General Rcsoonsjbilitt General Resoonslbility Internal Roads Developer$ CSA, City of SR Parlu Developers CSA, City of SR OJS & Trails Developers CSA. EBRPD, Other, City of SR Community Facilities -Library Developers/CSA assmt CSA. CountY, City of SR - Community Center Developers,ICSA assmt CSA, City of SR Senior Center Developers,tCSA as.smt CSA. City of SR Child Care Developers Private Operator -Post Office Developers. US Postal US Postal Service Corporation Yard Developers CSA. Oty of SR Solid Waste Facility Develope~ Operator Operator Police Station OeveiOpers/CSA as.smt County Sheriff Flood ContrOVGHAD Developers CSA, City of SR Water Developers Water Purveyor Sanitary Sewer Developers Service Provider Reclaimed Water Developers Service Provider Fire Developers, SRVFPD SRVFPD Schools Developers SRVUSD Energy/Waste Cons Developers Urs Note: The above information is for general overview purposes only. Details are provided within each section. 'I'

Dougherty VaUey- Contra Costa County Executive Summary Section ll, the Fiscal Analysis, identifies the annual property taxes and user fees which will be generated under the assumed build-out scenario, by new residents in the Dougherty Valley, and it evaluates the impact of the project on the County General Fund and the City of San Ramon assuming annexation. It should be noted that the Fiscal analysis does not consider any of the benefits which are associated from actual construction of the project. During construction, this $4.0 billion project should generate thousands of construction jobs and hundreds of millions of dollars in sales taxes for the purchase of building materials and new household goods.the infrastructure construction specified in this report is scheduled to coincide with trigger thresholds of population and/or dwelling unit absorption. The current base line assumptions for unit absorptions, population and project phasing can be found in Appendices A-1 and A-2. These projections are based on independent market analysis and considerable experience in the sales of new homes in Northern California. In this report, each major infrastructure element is contained in its own section with illustrative schedules and critical paths that demonstrate bow the project will meet the criteria of the Dougherty Valley Specific Plan and EIR. The infrastructure called for in the Dougherty Valley is scheduled to meet specific performance criteria, and is not tied to arbitrary times or dates. Internal Roads Developed Parkland Creek Corridors Unimproved Open Space Community Facilities Library(@ 3,666 units) Community Center (@ 3,666 units) Senior Center Police Station Aood Cdntrol Fire Station Schools Elementary Middle - High School Figure III On-site Infrastructure Requirements!assumes 11 000 unit$) Shaoel1 40 miles 106 acres 147 acres 1,104 acres 2 basins 1 permanent 2 if needed 1 if needed Windemere 37 miles 95 acres 70oc= 997 acres JointS&. W 11,600 sq ft 24,000 sq (I 10,000 sq ft 4,500 sq ft (apprcrdmate) 2 basins 1 Interim (if needed) I permanent 2 if needed 1 if needed (Only one facility may be required) 1 if needed 3

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"-'~,,.,~- Dougherty Valley - Contra Costa County Section I - Introduction Section I contains the Capital Improvement Program for the Dougherty Valley. For each of the major infrastructure elements, this section outlines the following information which is based on the Dougherty Valley Specific Plan and EIR: Goals and Policies Infrastructure Standards Mitigation Measures Capital Improvement Program Most of the on-site infrastructure will be operated and maintained by the newly created Dougherty Valley County Service Area (CSA) or the City of San Ramon. A "County Service Area" is controlled by the Board of Supervisors, who may appoint an advisory board to oversee the daily functions. The County Service Area Law was enacted in the early 1950's to enable counties to localize the provision of expanded services in unincorporated areas with increasing urbanization. Several CSAs exist in Contra Costa County, including M-23, located in the unincorporated Blackhawk area. By creating a CSA within the Dougherty Valley, the County can ensure that services are provided for and financed by the new taxpayers. On-going maintenance and operational costs have been illustrated for the elements which will be maintained. These maintenance and operational costs have been based on actual costs incurred for similar services in the surrounding communities. Affected service agencies have been contacted for accuracy. These costs are then used in Section II where a "budget" has been developed for the City of San Ramon assuming annexation. The operational cost identified in this Section I comprise the financial responsibility of the City. As will be seen in Section II, property taxes and special assessments will be used to pay for the costs identified for the operation and maintenance of the infrastructure elements outlined in this section. It should be noted that the municipal budget identified in Section II remains relatively constant under either annexation to the City or formation of a County Service Area. Although some revenue sources will differ. expenditures are approxirnatt;iy equal. This analysis evaluates the budget for the City, assuming annexation were to occur. The Dougherty Valley CSNCity of San Ramon will be responsible for a wide range of activities including maintaining the parks, open space & trails, internal roads and community facilities. In addition, the Dougherty Valley CSNCity of San Ramon will be responsible for contracting for enhanced police services and coordinating with the Geological Hazard Abatement District(s) and flood control facilities maintenance. 4

INTERNAL ROAD SYSTEM Introduction The design for the Internal Road System for Dougherty Valley includes provisions for all modes of vehicular and pedestrian circulation. The guiding principle for the design of the Internal Road System is the separation of through and local traffic. The design and character of local streets is according to function as determined by community and neighborhood design. Where feasible, the design calls for the complete separation of vehicles and pedestrians. Considerable thought has been given to the Dougherty Valley pedestrian system so as to provide a network of pathways that attract users by providing efficient and attractive access to community facilities such as schools, parks, shopping centers and mass transit locations. One provision of the Specific Plan calls for 80% of all housing to be within 1/4 mile from a transit route.

~.J Capital Improvement Program Internal Road System Goals and Policies Infrastructure Standards Mitigation Measures Capital Improvement Program l. 2. Develop a circulation network of neighborhood streets that minimizes heavy through~traffic, while at the same time, provide a network of streets conducive to transit routing. Provide local neighborhood streets which discourage through traffic and high speeds. while at the same time provide a network of oollector streets oonductve to transit routing. 3. The project design shall facilitate mass transit by incorporating into its design rights-of.way for a future mass transit system and by providing park and ride lots at transit h~bs and also by providing transit stops along the arterial street network. l. 2. Dougherty Valley internal roads shall be designed to comply with the Traffic Service Objectives defined in the Settlement Agreement. Design public roads to County standards and as per the Dougherty Valley Specific Plan and the Dougherty Valley ~mmunity Design Handbook. l. 2. The project shall construct the Internal road system in compliance with the road sections and design detail found in the Dougherty Valley Specific Plan and the Dougherty Valley Community Design Handbook. Jf one developer generates the need to build infrastructure consistent with the Specific Plan. across the other developer's property, then easements and access shall be granted. l. Construct Dougherty Valley fnternal Road system: Canst ruct ion/lmprovemen ts: Developer who generates the need Operation/Maintenance: County Service Area, City of SR All references in this document shall mean the Dougherty Valley Specific Plan and the Dougherty Valley Community Dc.">ign Handhook dated October. 1992 as they may he amended from time to time. 6

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A: DOUGHERTY ROAD D: BOLLINGER CANYON ROAD (EAST OF DOUGHERTY ROAD) IUJ()OIAIITHIIA.l MAJC>fl Al'lltMIAL STREET SECTIONS (TYPICAL) [Q)(Q)(l~[ffl~[Rlll1Jl W~lL~ '..,_,/ 8: DOUGHERTY ROAD (SPLIT LEVEL) MUOR AAT RIAL AT HTV\SECTIOHS HORltONT.I.l AHD 'tt:rtical StPAJIATION IS REDUC 0 E: WINDEMERE PARK WAY I EAST BRANCH ROAD AlitfDII.U,Ia ' tj l,t.l" l" [,[,[,[! U RO.. l l.l' l " l " l ' l.[,t &fl II OW fw" l" [,[,[,! ~ "Q.. C: BOLLINGER CANYON ROAD (WEST OF DOUGHERTY ROAD) DOUGHERTY ROAD (SOUTHERN SECTION) F: COLLECTOR G: LOCAL STREET (DOUBLE LOADED) H: LOCAL STREET (SINGLE LOADED) IIIAJOOI Al'll'PIIAl OfU.CH 0 JI[Sl>EHTI.ll AIWA oru.c~o IWU>C,.T<Al A"( A

Dougherty Valley - Contra Costa County Estimate of Project Activities and Timing - INTERNAL ROADS 1995 1996 1997 1998 1999. 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2o1s _I Total Detached Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4! Total Attached Unlls 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 Annual Units 0 455 740 1,036 1,043 1,093 1,054 1,038 752 670 409 153 164 349 397 245 269 323 357 373 80 Cumulative Units 0 455 1195 2231 3274 4367 5421 6459 7211 7881 8290 8443 8607 8956 9353 9598 9867 10190 10547 10920 11000J 1. Construct Bollinger canyon ~ Through Shapell (ap~rox 12,800 L.F.) ~ Through Wlndemere (approx 7,000 LF.) ~ Interim sections from Wind Phase Ito east boundary of Shapell PhaSe 1; and from Wind so. boundary to Shapell so. property line 2. Construct D:ouoheny Road 3. Construct East Branch Road 1F41!"!'t~-!!ltl "~~\i:;'~~-1'-" '>.,._ ff''.,,.. ~~-' tll!flm1,,~~,r;i ~.lll&{;)t'l\11~110 1 r I B 4. Construct Windemere Parkway 5. Consuuct Collector and Local Streets with Bus Turnouts 6. Construe! Joint Utility TJenches 7. Construct Park & Ride lots t I I I 8. Install Traffic Signals :::}{?ff 9. Initiate Bus Service 1. from West Property Uneto Dougherty Road 2. Interim Section through Windemere Property 6. From Phase I to!erminous 7. Full Sect!on 3. From North Property Line to Bollinger 8. From N. Bollinger intersection to S. Bollinger Intersection: from Bollinger to south Property Une 4. From Bollinger Canyon to East limit of Phase 1 9. From Phase 2 boundary to east property line 5. From D_fr'' rty Road to east side ol PG&E easement 10.From east- hjrty line to Dougherty Road intersection 11.Maintena j lor by developers f'aoject N::JMTIES OCIAAESf'ONO foa.ssi.jmeo UNIT ASSOAI"TION. SIU.E8, f>w<8ing #), \factors; IF FACTORS CHANGE. THE TIMING OF Pf\OJECT ACTMI'IES LfA'I'CHANOE AlSO.

Dougherty Valley - Contra Costa County Estimate of Miles Constructed and Ready for Maintenance - INTERNAL ROADS Assumptions: Shapell will have approximately 40 miles of roadway, 80 miles of curbs/sidewalks and 800 streetlights Windemere will have approximately 37 miles of roadway, 74 miles of curbs/sidewalks and 740 streetlights For local roads, assume they will be built at an evoo pace CNef time Roads will start being maintained by the CSNCity or San Ramon one year after completion {I.e. the year following acceptance} 1. Construct Bollinger Canyon - Through Shapell 1995 1996 1997 1998 1999 1.00 2000 2001 2002 2003 2004 2005 0.36 2006 2007 2006 2009 2010 2011 2012 0.64 2013 2014 2015 Total 0.42 2.43 I - Through Windemere 1.29 1.29 2. Construct Dougherty Road 0.76 2.27 3.03 3, Construct East Branch Road 0.54 0.45 0.99 4. Construct Windemere Parkway 1.78 1.78 5. Construct Collector Streets - Through Shapell -Through Wlndemere 0.8 1.46 1.00 0.66 1.80 0.6 0.65 0.65 0.65 ' 0.87 2.64 4.26 12.90 3.55 6. Complete Local Streets - Through Shapell 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 21.72 - Through Wlndemere 3.22 3.22 3.22 3.22 3.22 3.22 3.22 3.22 3.22 29.00 Total Arterial and Collector Miles 0.00 o.oo 1.34 2.29 1.46 1.80 1. 78 1.10 2.43 0.65 4.07 o.oo 1.52 0.00 0.00 0.00 2.84 0.00 0.00 0.42 4.26 25.97 Total Local Miles 0.00 o.oo 4,43 4.43 4.43 4.43 4.43 4.43 4.43 4.43 4.43 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 1.21 0.00 50.72 Total Miles 0.00 o.oo 5.77 6.72 5.89 6.23 6.21 5.53 6.86 5.08 8.50 1.21 2.72 1.21 1.21 1.21 4.05 1.21 1.21 1.62 4.26 76.69 PfiOJECT.OCTMf!ES COPSIESPONO TO Jo.SSUMEO UNIT ABSORPTION, SAlES, f>h... SlNO ANO OTHER f"ctors; IF F...CTORS CH... NGE, TH Tll.!lNO {)f f'fi()ject...ctjvitles I.IAV CHM'f<lE AlSO. 8

Dougherty Valley - Contra Costa County Summary of Cost Factors- INTERNAL ROADS 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Major and Collector Miles 0.0 0.0 1.3 2.3 1.5 1.8 1.8 1.1 2.4 0.7 4.1 0.0 1.5 0.0 0.0 0.0 2.8 0.0 0.0 0.4 4.3 26.0 Cumulative Major & Collector 0.0 0.0 1.3 3.6 5.1 6.9 8.7 9.8 12.2 12.9 16.9 16.9 18.4 18.4 18.4 18.4 21.3 21.3 21.3 21.7 26.0 Total Local Miles 0.0 0.0 4.4 4.4 4.4 4.4 4.4 4.4 4.4 4.4 4.4 1.2 1.2 1.2 1.2 1.2 1.2 1.2 1.2 1.2 0.0 50.7 Cumulative Local Miles 0.0 0.0 4.4 8.9 13.3 17.7 22.1 26.6 31.0 35.4 39.9 41.1 42.3 43.5 44.7 45.9 47.1 48.3 49.5 50.7 50.7 Total Curb/Sidewalk Miles 0.0 0.0 11.5 13.4 11.6 12.5 12.4 11.1 13.7 10.2 17.0 2.4 5.4 2.4 2.4 2.4 8.1 2.4 2.4 3.2 8.5 153.4 Cumulallve Curb/Sidewalk Miles 0.0 0.0 11.5 25.0 36.7 49.2 61.6 72.7 86.4 96.6 113.6 116.0 121.4 123.9 126.3 128.7 136.8 139.2 141.6 144.9 153.4 Total Street Lights 0.0 0.0 115.3 134.4 117.7 124.7 124.3 110.7 137.2 101.6 170.0 24.1 54.4 24.1 24.1 24.1 81.0 24.1 24.1 32.5 85.2 1533.7 Cumulative Street Lights 0.0 0.0 115.3 249.7 367.5 492.1 616.4 727.1 864.3 965.8 1135.9 1160.0 1214.4 1238.6 1262.7 1286.8 1367.8 1391.9 1416.0 1448.5 1533.7 Total Traffic Signals 0.0 0.0 0.0 2.0 2.0 2.0 2.0 2.0 1.0 0.0 1.0 0.0 1.0 0.0 1.0 0.0 0.0 0.0 0.0 0.0 0.0 14.0 Cumulative Tralflc Signals 0.0 0.0 0.0 2.0 4.0 6.0 8.0 10.0 11.0 11.0 12.0 12.0 13.0 13.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 PAC))ECt ACTMTIE8 c:oaaespoht:l TO MSUM 0 UNfT -'!SORPTION, SAlES, PHASING AND OTHER FACTORS: IF FACTOO$ CHANGE, THE TIMING OF POCIJECT ACTMTIES MAVCHANQE ALSO. I

::J ' Dougherty Valley - Contra Costa County Estimate of Operation and Maintenance Costs (GOO's)- INTERNAL ROADS Assumptions: For the lirstlive years, assume there will be no need lor sidewalk repair or street re-striping; alter the initial five year period, assume the malntalnence will only occur on roads constructed at least five years prior Maintenance will ensue one year after construction Is concluded. Road Maintenance Costs: - Administration and Overhead - Pavement Maintenance ~ Street Sweeping - Sign Installation and Maintenance - Street Lighting - Sidewalk Repair - Street Re-strlplng - Trame Signal Maintenance $2,000 Per Annum Per Mile $255 Average per street mile (SOURCE: San Ramon 1993-94 Budge!) $635 Average per curb mue (SOURCE: San Ramon 1993-94 Budget) $375 Average per street mile (SOURCE: San Ramon 1993-94 Budget) $141 Average per streetlight (SOURCE: San Ramon 1993-94 Budget) $83 Average per sidewalk mile (SOURCE: San Ramon 1993-94 Budget) $802 Average per street mile for major and collector roads (SOURCE: San Ramon 1993-94 Budget) $7,701 AverageperTralllc Slgnai(SOUACE: San Ramon 1993-94 Budget) Total Costs per Street Mile - Major & Collector - Local Street 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 $0 $0 $1 $2 $3 $4 $5 $7 $11 $12 $16 $18 $19 $21 $22 $25 $27 $28 $0 $0 $3 $6 $8 $11 $14 $17 $20 $22 $25 $26 $27 $27 $28 $29 $30 $30 $28 $28 $31 $31 $32 $32 Total Costs per Curb Mile Total Costs per Sidewall!; Mile Total Costs per Street Light Total Costs per Traffic Signal Administration Total Internal Road Costs $0 $0 $7 $16 $23 $31 $39 $46 $55 $61 $72 $74 $77 $79 $80 $82 $87 $88 $0 $0 $0 $0 $0 $0 $0 $1 $2 $3 $4 $5 $6 $7 $8 $9 $10 $10 $0 $0 $16 $35 $52 $69 $87 $103 $122 $136 $160 $164 $171 $175 $178 $181 $193 $196 $0 $0 $0 $15 $31 $46 $62 $77 $85 $85 $92 $92 $100 $100 $108 $108 $108 $108 $0 $0 $12 $25 $37 $49 $62 $73 $86 $97 $114 $116 $121 $124 $126 $129 $137 $139 $0 $0 $39 $99 $154 $212 $269 $323 $380 $416 $484 $494 $522 $533 $550 $563 $591 $600 $90 $92 $97 $10 $10 $11 $200 $204 $216 $108 $108 $108 $142 $145 $153 $609 $620 $649 PROJECT ACTMT1ES.COAAESPON0 TO -'SSI)t.IEO UNIT Afl$0fiPTION, SALES, PHASING... NO OTHER FACTORS, IF FACTORS CHANGE. THE TIMING OF PROJECT... CTMTIES I.IAY CHANGE lo.lso 10

PARKS Introduction The future residents of the Dougherty Valley will be supplied with a wide range of park facilities. From small pocket parks, to a championship golf course, to large regional open space areas, all areas will be linked by an extensive linear pedestrian system. This pedestrian system will offer stretches of parklands, ball fields, tennis courts, bocce ball courts, volleyball courts and children's play apparatus which will afford Dougherty Valley residents unmatched recreational opportunities.! >'" --,t

c;;,;j.y vj Capital Improvement Program Parks Goals and Policies Infrastructure Standards Mitigation Measures Canital Improvement Program I. 2. 3. Exceed the General Plan's growth management goals for neighborhood parks. Overall, provide parks at a rate of 6.5 acres per 1,000 population (refers to developed parkland). A balance of active and passive uses will occur within parklands. I. 2. 3. 4. Overall, provide parks at a rate of 6.5 acres per 1,000 population (refers to developed parkland). Include!n the Dougherty Valley up to approximately 12 pocket parks (1~4 acres each), 13 neighborhood parks (5 10 acres each) and one community park (approximately 72 acres). Specific parks will be identified with each final development plan. Please refer to Tables 3, 4 and 5 on the following pages. To supplement the developed park acreage already required, ballfields can be considered for development in suitable open space areas. The number and type of parks should be interpreted flexibly to allow for consolidation of smaller park lands into larger units (from those shown on Table 3 of the Specific Plan). The total amount o( park land shall remain the same. This can be considered at the time of subdivision map review. 1. 2. 3. The County shall require the p1vject proponents to dedicate land for the parks and build facilities according to the Dougherty Valley Specific Plan Standards. Please refer to the following pages for these references. The County should form a County Service Area, a Mello Roos District or landscape and lighting district or other financing vehicle, to manage the parks, recreation facilities and resources in the planning area, excluding those areas managed by EBRPD or another, public agency. If one developer generates the need to build infrastructure consistent with the Specific Plan, across the other developer's property, then easements and access will be granted. I. 2. Construct Public Parks: Construction/1mprovements: Each Developer as specified in the DV SP or whoever generates the need Operation/Maintenance: County Service Area, L&L District or Mello Roos District, City of SR Construct Semi Public Recreation (e.g. Golf Course) Construction/lmprovements: Each Developer as specified in the DV SP or whoever generates the need Operation/Maintenance: Private Contractor l1

' ~. i ;-,,.,.. --} PARK & TRAIL.f - ' '[-~~-1 ' I CONCEPT I - \. e..-1 _,, - -... :,; ----c' \.. -- --...'l. ~::~-i~:~:: -;. _: ~~.:-: r- -. 1::7 ~ -- J - ' '~l/-. t -, - ~-.. -. " " : :.,'7.... - --... ~... ~Jtf;.. ~~ 'h u. 'f( Ii DOUGHERTY VALLEY LEGEND I I COMMUNITY PARK / r-, )?:~:fl. : '.. - ~ :. '. --. \: --.. /) ;,. m NEIGHBORHOOD PARK I f, ';. -~ -~-,. 0: ' p~.,. - -. - -... --- - /1 _, ' ~ NEIGHBORHOOD PARK ON SCHOOL SITE [!] POCKET PARK [!] PARK WITH EXISTING FEATURE 111Sl'OCIU'OND jzto'i[w!'oio'!lisa!' l l$1'111tf(fll) ST00'-11'01«1 \ CREEK CORRIDOR fg PEDESTRIAN LINKS~ ON OR OFF STREET TRAil '... I J ES;I ENHANCED PARKWAY \ 1 1'--1 NATURE TRAIL \ 8 MAJOR TRAILS OR PATHS \ ' ~ "..,..\ -: :.! '. -. :,_ '. '., - '-/.- -. 1 \t / -~. :,..:.,... I [i] STAGING AREA rn:~.._ FIGURE 22,

TABLE 3: DOUGHERTY VALLEY OPE.'! SPACE/PARKS & RECREATION (Excludlng Camp Parks) TABLE~: DOUGHERTY VALLEY CO~C.I.W<ITY F ACILffiES TABLE 5: DOUGHERTY VALLEY PARK ALLOCATIONS i ' Ltnd tj.s.e: Gross Acns p«landovnef- Wln&m.r< Slupdl Total Acru Golf - 200 200 Creek Corrido~ 70 1<1 217 SliJinJ An:a 1 Community Put IS S1 12 Nriibbocbood Pub' 20 20 NeiJhbcrbood Pub at E. l@sac. E l~sac. 5S So:.hool Sitea M l~sac. Ml~~~~. HlaD:ll~~ 40AC. UAC. Pocket Pvb* 11 19 Tot Lota ) 1 t:oimpn>vol 0..., Spaoo 1,104 997 2,101 (Joel DOt itrclude slopn idtemd lo raidcatial """) lmprcrled UstenW slope l.ts ± 162 ± 107 are:u (6" of total Jf0'4.-) Total Aaa ol OSIP'R 1, 414 1.611 1,026 T ota.l Aau p«land z.. u6 2,708.5,12-4 u~ l'lan '()pea S~ce s 60S,.,. Not8: n- oumben are bucd oa Table t: Und Ute Pro(f'IJ!L 1 Seo Figure 17: Com.r:aunity Facilitiet for ~ci&bborbood Pub. 1 See Fipre 22: Park and Trail Concept rejudi:ol Pocket Pub. ' See TableS: Pas\ Alloe&tionJ resurlinr Tot Lou. Soun::e..: PBR, February, 19'91 i Xhoob. Elemmwy Middle Hi at. Community Facility Com:mu.nity College Puks I ' I s 1 10 ' I so I ISO Pocket Pub 11 i H Nei&hborbood Pub S IO NeiJbborbood Pub at E< s Khoolsites,{1 I s HI ll Community Pub I 12 Creek Corridon 211 St.arint Areu 2 l-<i Public/Semi-Public: Reliriou.s Facilitiet. II,.. Golf Course I II 200 Ci,ic Fa.cilitit:! libnry I <I Community Centef 1 <I Senior Ceot.cT 1 <I Fire Stations I 2 2, Police Sub~tatioa j 1 <I 1-lO AC 20 20 so ISO ~lac 12-41 40-80 20 10 ll 12 217 ' 21& AC 16 200 J-6AC <I <I <I 2 <I ------- Note: School does tlot include Neia;hborb<X>d Pl..lb &eraae at school site., see pun uble. If a middle ~hoot is not needod on the S!upeU property, that &t>:f;.shall be utiliud u project opea s:pacc. ~--.. P.U<K TYPE "Tot Lota"/rm..U Poclr.et P...U Pockd Pub Neia:hbomood. r.ru SlT!IiG PARK SIZE Taf.-'.L Nm>ffiE:R OF P.utKS A buic 2,COO Vt.ri&blo..Uocatioa of 40,000 2,0CX) to s.coo... "1- tl "tot lot" """ too unit& i4 SM 150 units ifl ~L 250 uniu ia ~IH Sba.&iitioo.a.l erit.eri.l below. ~,to 1-4 12 Fif'Ul' n Aorno Acc.ordiacto S lo I) fi&'w 22 A=o TOTio.L ACREAGE (FOR DrTlRJ CO~l\fL~Tn 6 AC(U 0/uiab\e) 12-43 Act"e!O 65 1:10 Ac"" Commt.Ulity Aeeordius to 12 1 12A=o L.. Puk,_... fijua22 A=-_ - - '-- ------ Additional Criteria for -rot l.dt" Allocatioo.: Pocket p.uu and nda:bborbood pub within tbo resid.mtiaiiu'e& e.aa bo eonsidc!nd to offs.tt. oo a one to onc basis, the ~ifiod ow:nbtt of "tot lou.. "Tot loti" should not be within 500 fr:d of each otba Of other pub. In hi&hef d.ea.sity llt'eu thi m.~y!lllke it neeeu.u}' to oon!tj'u(:t!araer 'tot lou in or&r to meet tho speo::ificd level of provlsioa. Tho mu.imum siu for Ill individual facility Uwuld be.w,ooo 5q. ft. Sourct: PBR, ~fucb Im

Dougherty Valley - Contra Costa County Overview of Project Activities and Timing - PARKS 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Shapell Units 0 120 170 421 428 443 414 353 142 295 334 153 164 349 397 245 269 323 357 373 80 5,630 Total Windemere Units 0 335 570 615 615 650 640 685 610 375 75 0 0 0 0 0 0 0 0 0 0 5,170 Total Units 0 455 740 1,036 1,043 1,093 1,064 1,038 752 670 409 153 164 349 397 245 269 323 357 373 60 11,000 Population per Annum@ 2.80 0 1,274 2,072 2,901 2,920 3,060 2,951 2,906 2,106 1,876 1,145 426 459 977 1,112 666 753 904 1,000 1,044 224 30,800 Cumulallve Population 0 1274 3346 6247 9167 12228 15179 18065 20191 22067 23212 23640 24100 25077 26188 26874 27628 28532 29532 30576 30800 1. Restore Creeks Shapell - Wlndemere,,,. i""4w..;;";,,., 1 t i~'&!!jwi ww'%'pi /!~~%-...,..,.~..,:~'t~-:_-_;>.,, 2. Construct Community, Neighborhood, SChool and Pocket Parks - Shapell " - wtndemere l:~::ii:i~ S'5 v;t;s, '",.,,,... l}l!:l~l!g~~~~f!ijt~t~ Sf14\~)1&1tl!! $' 1Sfi'HJ'' 1iW2$ilt\W 5wiA'I:~' ;V~: t: l itli~i ( 9...V/ 19!YiW~1VI/Hi12 ys;.e lp1&16 S"~il8f9&il :;s~~i~l~i~!ilh1:i 3. Construct Pedestrian and Bicycle Paths - Shapell - wt'ndemere I l I s~ 1. Elementary School (5 acres). S-2. West Branch between Dougherty Road & Elementary School {1 0 Acres) S-3. Pocket parks In Phase 1 S-4. West Branch between Dougherty Road and Middle School (12 Acres) S-5. West Branch south of Bollinger S-6. Community Park, llrst third S-7. Acre Alamo Creek through Community Center (10 acres) S-8. Alamo Creek from north PL to Bollinger (18 Acres) S-9. Second third of Community Park S-10. Alamo Creek from Bollinger to Community Park (28 acres) S-11. Middle School Park {5 acres) S-12. Neighborhood Park Phase 1 B (5 acres} S-13. Community Park (19 acres) S-14. Neighborhood Park- Phase 2 PflOJECT ACTMTIES CO!'U"lESPONO TO ASSUt.!EO UNIT }.8S0Rf'TION. SAt.ES. PH.A$1N<l NiO,.orr~.R FACTOAS: I~ THESE ~AClORS Ct<ANOE. THE TIUINO 0~ PAOJECT ACTMTIES J.!AV CKANOE Al.SO

...J Dougherty Valley - Contra Costa County Overview of Project Activities and Timing - PARKS S-15. NEMghborhood Park- Phasa 2 S-16. Pocket Park- Phase 2 S-11. Pocket Parks- Phase 3 S-18. Pocket Park - Phase 5 S-19. Elementary School Park - Phase 5 S-20. Neighborhood Park - Phase 4 S-21. Pocket Park- Phase 4 S-22. Pocket Park - Phase 5 W-1. From detention basin north to Bollinger W-2. FrOm detention basin south to community park W-3. From Bollinger north to high school W-4. Elementary school park (5 acres) and pocket park (2 acres) W-5. NelghbOfhood park (1 0 acres) and pocket park (2 acres} W-6. Neighborhood park (5 acres) and school park (5 acres) W-7. School park (10 acres) and pocket park (2 acres) W-8. School park (10 acres) and pocket park (3 acres) W-9. Community Park (15 acres) and pocket park (1 acre) W-10. Neighborhood park (5 acres) and pocket park (2 acres) W-11. School park (10 acres) and pocket park (1 acre} W-12. NeighborhOod park (5 acres) and pocket park {1 acre) f'aooject J.CTMTIEB COAAESI'ONO TO ASSUMED ljnft A880f\PTION. SALES. PHMIHO ANO OTHER F,I.CTOR 1; IF THESE FACTORS CHANGE, THE TIMING OF PAOJECT ACTMTlES MAY CHANGE AlSO. 14

~,...... -~. \. \\ \~~-- 0 = feel ;, Q 1_:'~:'.,-. ;.<,_ ' 2 : ~,.\ _:_.[:_.,: \ \... l I.-- ~~-!'' :~ \. \' ' ' \~.. J -~lf--1.... a. p - ~-;(-- -; _...-... -:o ~:\"- ;k-..) ~.-,... If). k. \ '. : t..,_. '".._.: :-""-... ;-. ~;:_ ~....-.. I tt' ').... '\ - -:! I (... '' ' -~. -, ': " ~\',--... J ~ ';- ~ :.~.,-::- -......,..._... I.._... --._. \.- -.5 X. ' 1....,1... ' :. C... ~:. _;,. ~-.H.... '...: : :~:- ;..,~-,_,.. -~~ ' '' },... " r.. ~ ' \-.-,1--f.\.... :...,......: ~... ~"-'~?::-:i:-1 ii....,,..... - """ -, h~. -~:-_'_' -. ~"* "\,. '.,. ~ I.. ' 1.)-1 -?..1.. z I;~.' l-11. 4.,-1 ': ', ( \ ~.A _.. r_.._ r a~... ~j'. ~ ~-tel '-.. - -I.., {;?.;... \ t.. "-. I. ~...... U t :1 ) F "--.. '-..":-...".- \~ r, l/ ' --~~~... - ~~ ~ ------... ---- -- -- lj - I!. I ---------------------~ S:., ct- PP''/ ~C'------' Exact locations are subject to c. ' PARK LOCATION MAP F1g..:re S ;-_ Parks and Other Recreation Improvements LEGEND I I COMtlJt~:Ty PARK w NEIGHB::>RHOOO PARK ~ NEJGH90RHOOO PARK ON ~ SCHOOL SITE m POCKET PARK IPI ~!~::~~~;~~~E,.~ D CREEK CORRIDOR f'::l PEDESTRIAN LINKS ~ ON OR OH STREET TRAn N ENHANCED PARK WAY c...:= ~ NATURE TRAIL L...J f J,_.t..JOE TRAILS 0;;. PATHS 'c! STAGI'.;C, Af:[A

_) fill Sl)(loi'T\4~. 4 ', -1 _j r---r-rt 1 r 1 1 1 1 1 1 1 1,. ' NEIGHBORHOOD PARK (5-10 ACRES) COlJ..f C TOO:.... ~.:d~~ ~. a-s ~- ~ I u'f ;~~,~~~~.,. ~X -~~p;= ~-.,>G.. OaJ ~y... ' i:~.. l!,1. ~.. :~~~ [ J : ~ - ' 10'g't.. b :20 0 - :.~ f.~jj~~.e-1~ ~- ~~ 1 I u,/,,~="~;. \ =~...~.\;zr;? :;.i:&~-2?,~- J.J.,.,.,).'. _,.,._,.-~v _, :~ _ -~ _. ~ 'i P.flO~~c-. CH " ~g :~/ '. ~ ' - i~~.. ' '. '. NEIGHBORHOOD PARKS (TYPICAL) '-'YR\Q '! r.~~fulrc;'[d>'1f'\v7.=.. ~ "=' ~LnJI ~ u u - ~~~~l --,~V LEGEND r,, ~I FOOT PATH E;J BL"C.E PATH ~ MIXED USE TRAU. I G I BUS STOP I GU I CCN.EA.A.l US / OPEN SPAC r.::::l GENERAL SEAT1'4G AND ~ lanoscap 0 AREA ~ PlAYGROUND ~ toos PLAY ~ PICNIC AREA r;::l CLUBHOUSE/RESTROOMS/ ~ GYM/STORAGE r?~_d UNr. BETWEEN ACTIVIT I $,.';: I VISUAl LtN"\ NEIGHBORHOOD PARK AND ELEMENTARY SCHOOL SITE (10 ACRES) NEIGHBORHOOD PARK ADJACENT TO CREEK CORRIDOR (5-10 ACRES)!!31

Dougherty Valley - Contra Costa County Estimate of Acreage Constructed- PARKS Assumptions: ParkS will be provided at an overall rate of 6.5 acres per 1,000 population Shapell will provide four neighborhood parks, three school parks, eight pocket parks and Its share (57 acres) of the community park; Note that Shapel\ has approximately 25 acres of Creek In the golf course Wlndemere will provide four neighborhood parks, lour SChool parks, four pocket parks and Its share (15 acres) of the community park Tot lots will be a feature of the pocket parks 1. Restore Creeks (acreages) - Shapell - Wlndemere 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 10 12 69 18 38 12 12 12 12 12 10 2015 Total 147 70 2. Construct Parks (acreages) - Shapell Community Park Neighborhood Parks School Parks Pocket P-arks 19 19 19 5 5 5 5 5 5 5 2 1 2 1 1 1 57 20 15 8 - Wlndemere Community Park Neighborhood Parks. School Parks Pocket Parks Park Acreage Per Annum Cumulative Park Acreage 15 10 5 5 5 5 5 10 10 10 2 2 2 3 1 2 1 1 12 19 29 10 17 37 64 7 86 21 2 18 0 0 5 58 0 1 6 19 12 31 60 70 87 124 188 195 281 302 304 322 322 322 327 385 385 386 392 411 15 25 40 14 0 411 411 Park Acreage Per 1,000 Pop Excluding Creeks: - Shapeu -Windemere Including Creeks - Shapell - Wlndemere 0.0 6.2 2.5 3.1 2.7 6.4 5.5 6.0 6.0 5.6 5.3 5.1 4.6 4.6 6.0 5.6 5.3 5.4 6.2 7.5 7.5 6.8 6.9 6.9 7.3 6.7 6.7 6.6 6.5 6.5 6.5 6.5 6.5 6.5 6.5 6.5 6.5 6.5 0.0 6.2 2.5 3.1 5.0 10.4 8.8 19.1 17.7 16.0 17.2 16.4 14.9 13.9 17.8 16.8 15.8 15.1 15.3 33.0 21.7 15.3 12.9 13.1 13.6 11.9 11.2 11.5 11.3 11.3 11,3 11.3 11,3 11.3 11.3 11.3 11.3 11.3 6.1 6.5 15.1 11.3 P~CT ACTMTt 8 CORRESPOND TO ASSUMED UNIT ASSORPT!ON, SALES, PHASIJIIO, AliO OlHH\ factofis:!f THESE F,o,CTORS CHANGE, THE TlN!ttG OF PAOJECT ACTIVITIES I.I,O,Y CHM>#GE ALSO 15

Dougherty Valley - Contra Costa County Estimate of Maintenance and Operational Costs (OOO's)- PARKS Assumptions: Maintenance will commence one year after construction Is completed for each lull project Maintenance of the Pedestrian and Bk:ycle Paths is Included In the Park and Open Space maintenance costs Only 50% ol the Creek Corridors will need on-going maintenance Maintenance Cost per Acre: ~Creeks - Community Park - Neighborhood & School Parks - Pocket Parks and Tot lots - AdmlniS!ratlon - Parks General -Creeks $1,250 Source: Project Estimate $9,300 Source: San Ramon 1993-94 Budget $8,300 Source: San Ramon 1993-94 Budget $9,500 Source: San Ramon 1993-94 Budget $750 $250 Creek Corridors 1996 $8 1997 $15 1998 1999 $23 $23 2000 2001 2002 $23 $36 $51 2003 $51 2004 2005 2006 2007 2008 2009 2010 2011 2012 $94 $101 $101 $112 $112 $112 $112 $136 $136 2013 2014 2015 $136 $136 $136 Community_ Park $0 $0 $0 $0 $0 $0 $316 $316 $316 $316 $316 $316 $316 $316 $316 $493 $493 $493 $493 $670 Neighborhood & School Parks $0 $42 $168 $249 $374 $457 $498 $540 $664 $747 '$747 $747 $747 $747 $789 $789 $789 $789 $830 $830 Pocket Parks & Tot lots $0 $19 $38 $38 $57 $105 $114 $133 $152 $162 $181 $181 $181 $181 $181 $190 $190 $200 $209 $209 Administration $3 $11 $27 $35 $47 $64 $100 $105 $135 $146 $148 $152 $152 $152 $156 $180 $180 $181 $186 $200 Total Maintenance Cost $11 $87 $254 $344 $500 $661 -~-1._Q~ $1,_1~~-- ~-~-~362 $1,~71 $1~~~~- $1,50!3_ ~!_.508 _$~~8 -~-~.~~~ _$1,7~!_ ~!~_? $1,798 $1,853 $2,044 PROJECT ACTMTtESCORAESPONO TO ASSUMED UNIT A.BSORf>TION. SALES. PHASING AND OTHER FACTORS: IF THESE FACTORS CHANGE. THE TII.CJNO OF PROJECT ACTMT!ESM/'..Y CHANGE }..L$0 16

OPEN SPACE AND TRAILS Introduction The Dougherty Valley will provide an extensive open space system that will serve the new residents as well as the region as a whole. The Specific Plan calls for at least 55% of the land be set aside and maintained as open space. All of the major ridges that surround the Dougherty Valley will be preserved in open space. As a result, their preservation will reinforce the original structure of the valley and provide open views and vistas for the new community residents and visitors to the Dougherty Valley. This unbroken land mass that will envelope the Dougherty Valley will be connected through the cross-valley pedestrian system which will link the newly enhanced creek corridors with the ridge top trail system, parks and other community facilities. A comprehensive master agreement between the County and surrounding jurisdictions, should be pursued to ensure that regional access to trails and open space is achieved. Decisions will also need to be made,regarding the inclusion of all the open space in a Geological Hazard Abatement District (GHAD). It should be noted that East Bay Regional Park District, which may maintain the open space, will not currently accept land within a GHAD. [7

<"~'' Capital Improvement Program Open Space and Trails Goals and Policies Infrastructure Standards Mitigation Measures Capital Improvement Program I. 2. 3. Provide substantial uninterrupted open space elements. Provide staging areas for the ridgetop trail system as key locations for trail access, parking, maintenance and interpretive signage where feasible. Design these staging areas to service jointly as park and ride facilities. The trail connection between Dougherty Valley and Sycamore Valley should be encouraged to be operated and maintained by the EBRPD. 1. 2. 3. 4. Set aside 55% of the Dougherty Valley properties as parks or open space lands as defined in the Dougherty Valley Specific Plan. Include all major ridgelines as defined in the Dougherty Valley Specific Plan in the Dougherty Valley's open space plan. Provide a system of public trails and pedestrian paths connecting all major open space areas and parks in the Dougherty Valley. Provide grade separated trail crossings as per the Dougherty Valley Specific Plan at Bollinger west of Dougherty Road, and at Windemere Parkway east of East Branch Road. l. 2. The project shall comply with the mitigation measures 5.27, 5.28, 5.29, 5.30, 5.31, 5.32 and 5.33, included in Appendix A 6, however, maintenance of the trails and facilities may also be performed by the County Service Area or some other designated agency. If one developer generates the need to build infrastructure consistent with the Specific Plan across the other developer's property, then easements and access shall be granted, l. 2. 3. Dedlca te Open Space Construction/Improvements: Each Developer to dedicate as specified in the DV SP/EIR Operation/Maintenance: Service Area, Other Agencies, City of SR County Public Construct trails and pedestrian paths. Construe t ion/1m prove men ts: Developer who generates need OperationJMaintenance: County Service Area, Other Public Agencies, City of SR Construct Semi-Public Open Space (Golf Course): Canst ruction/1m provements: Developer 0 per a tio n/m a in te nan ce: Independent Contractor 18

Dougherty Valley- Contra Costa County Overview of Project Activities and Timing - OPEN SPACE & TRAILS 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Detached Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6,129 Total Attached Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Total Unll Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 80 11,000 Population per Annum@ 2.80 0 1,27.. 2,072 2,901 2,920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 977 1,112 686 753 904 1,000 1,044 224 30,800 Cumulative Population 0 1274 3346 6247 9167 12226 15_179[16065 20191 22067 23212 23640 24100 25077 26186 26874 27628 26532 29532 30576 30800 1. Construct Pedestrian and Bicycle Paths 2. Provide Staging Areas 3. Provide Access to Open Space Within each phase (S) South ol East Branch Road f:rn) -Along Windemere's eastern boundary~ 4, Develop Regional & Local Trails - Along Alamo Creek - Along Eastern Boundary -Within 0/S (local Trails) PROJECT ACTMT!ES CORRES~O TO ASSUMED UNIT COUNT, ABSOP.PTION, PHASING ANO OTHEFIFACTOAS: IF FACTORS CtiANQE, THE TIMING OF PROJECT ACTMTIES MAY CHANGE ALSO.

~ ~,:_..;,I,., Dougherty Valley - Contra Costa County Estimate of Acreage made Accessible I Estimate of Maintenance and Operation Costs (OOO's)- OPEN SPACE & TRAILS Assumptions: PubHc accessibility to Open Space wm be dictated by unit phasing and absorption; As development occurs near 0/S, trahs win be developed and the 0/S will be made accessible Until Open Space becomes accessible to the public, the developers wuii maintain the 0/S in a manner similar to what Is currently taking place In the Dougher1y Valley Shapett's total open space Is 997 acres with an additional SO acres ol PG&E easement and 3 acres ol staging area; Wlndemere's open space Is 1,104 acres, with 6 acres ol staging are<.~. The cost ot maintaining trails (with the exception of the Alamo Creek Trail) Is Included In the cost of maintaining Open Space The cost ol maintaining Alamo Creek Trail Is Included In the Park Maintenance budget lor Creek Maintenance Note that maintenance costs should remain constant regardless of which agency maintains the open space {I.e. SAN RAMON or CSA or EBRPD) Maintenance Cost per Acre ~Open Space - Staging Area $100 $1,250 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Staging Areas constructed 6 3 9 Open Space Access - Within Shapell phases 30 59 542 309 57 997 ~ South ol East Branch Road 185 185 ~Along Wlndemere's eastern boundary 919 ' 919 Annual Staging Area A~reage 0 0 0 0 0 0 0 0 6 3 0 0 0 0 0 0 0 0 0 0 9 Annual Open Space Acreage 0 0 0 0 215 0 59 0 919 542 0 0 0 309 0 0 0 0 0 57 2,101 Cumulative Staging Area Acreage 0 0 0 0 0 0 0 0 6 9 9 9 9 9 9 9 9 9 9 9 Cumulative Open Space Acreage 0 0 0 0 215 215 274 274 1,193 1,735 1,735 1,735 1,735 2,044 2,044 2,044 2,044 2,044 2,044 2,101 Total Maintenance Cost PROJECT ACTMTIES COMESPONO TO ASSUMED UNIT COUNT, lo.6soai'tion. l'lilo.sino AND OTHER Flo.CTOAS: IF FM:TORS CHANGE. THE TIMING OF PROJECT ACTMTIES MAY CHANOE AlSO. 20

COMMUNITY FACILITIES Introduction Many of the cultural and civic aspects of those communities that we find special seem to have grown through some natural process. The fact is that all of the civic elements that make a community special, were a result of someone's decision to fill a civic need. The comprehensive planning effort that has gone into the Dougherty Valley has provided the opportunity to plan for community facilities which will provide for the full spectrum of recreational, educational, social and cultural needs of the Dougherty Valley community as it evolves into a special place.,,

Capital Improvement Program Community Facilities Goals & Policies Infrastructure Standards Mitigation Measures Capital Improvement Program 1. 2. 3. 4. To provide quality civic. public and community facilities which serve a broad range of needs throughout the Dougherty Valley community. To provide necessary community facilities and ensure adequate provision of services to accommodate the changing needs or the Dougherty Valley community. To provide child care facilities at locations that allow easy access, convenience and multi~purpose use of available facilities, such as schools. To provj.de library facilities at locations- that allow easy and convenient access. Additionally, consider multi-purpose use or available facilities such as schools. 1. 2. 3. Construct a Community Center at approximately 3,666 units. Construct a Library at approximately 3,666 units. The square footage requirement shall be reviewed at least 18 months prior to the estimated Issuance of the 3,666th builiding permit to determine if there are ways to integrate the facility within a multi use facility within the Dougherty Valley or if technological advances cause a re* thinking of this square footage. This review shall be done in consultation with the County Librarian and San Ramon staffs. If new County library standards are adopted, they shall be considered in this review. Provide a Senior Center at approximately 8,607 units. Provide Senior Housing. 4. If the landowners choose to dedicate land for an animal shelter, that usage will be allowed in the open space. 1. The project will comply with Mitigation Measures 5.34 and 5.35 as they relate to Library Construction and measures 5.25 and 5.26 as they relate to child care. Please refer to Appendix A-6 for Mitigation Measures. 1. 2. 3. 4. Construct Community Center: Construction!lmprovements: Land: Developers to bear cost Improvements: CSA, bonds, traditional financing Operation & Maintenance: County, County Service Area, City ofsr Construct Library: Construction/Improvements: Land: Developers to bear cost Improvements: CSA, bonds, traditional financing Operation & Maintenance: CQunty Library Fund, County Service Area, City of SR Construct Senior Center: Construction/Improvements: Land: Developers to bear cost Improvements: CSA. bonds, traditional financing Operation & Maintenance: County, County Service Area, City of SR Construct Child Care Facilities: Construction/l mprovemen ts: Developers to bear cost Operation & Maintenance: Private Sector Operators 22

Capital Improvement Program Community Facilities Goals & Policies Infrastructure Standards Mitigation Measures Capital Improvement Program 5. Develop child care programs consistent with the existing child care ordinance which addresses child care with the following parameters: Typ< of Can; lnf1n1 ~duty """ Employer location Neighborhood Worbllc Pre-school Home Nelg:.hborhood Community Select Location Elemcnt1ty School School Extension Site A current example of an appropriate facility is the San Ramon Valley School Age Child Care Alliance. 5. Construct Corporation Yard: Land: Developers to bear cost Improvements: Developers to bear cost Operation and Maintenance: CSA. City of SR 6. Construct Post Office: Land: Developers to bear cost Improvements: US Postal Service Operation and Maintenance: US Postal Service 7. Construct Solid Waste Management Facility Land: Developers to bear cost lmprovements: Solid Waste Management Company Operation and Maintenance: Solid Waste Management Company 6. Provide Corporation Yard. 7. Provide Post Orfice, subject to Postal Service policy and financing. 8. Provide appropriate facilities to facilitate progressive, integrated solid waste management. Open space areas may be appropriate for composting and related activities.,, 23

~"--' ;.;;J, /'-!.:: :~ i I 'JS COMMUNITY FACILITIES DOUGHERTY VALLEY J.,... "" LEGEND VILLAGE CENTER ~o\ll't, Coo-.NTY ctnl 11. R.N0i11 CD!Tffl. fft!; ll,.,l!om. SltERIWf $\JUT.. T>OM COMMUNITY PARK UNEARPARK D SCHOOL/PARK NEIGHBORHOOD PARK - '1. 0 \ \ '., ~.. \ "". l I? GOLF COURSE [M) POTENTIAL RELIGIOUS FACILITIES STAGING AREA ; : ~... ~~ OS rn:~ r-. FIGURE 17

Dougherty Valley- Contra Costa County Overview of Project Activities and Timing- COMMUNITY FACILITIES 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Detached Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6,1"29 Total Attached Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Annual Unll Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 80 11,000 Cumulative Unit Count 0 455 1195 2231 3274 4367 5421 6459 7211 7881 8290 8443 8607 8956 9353 9598 9867 10190 10547 10920 11000 Population per Annum 2.80 0 1,274 2.072 2,901 2,920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 977 1,112 686 753 904 1,000 1,044 224 30,800 Cumulative Population 0 1,274 3,346 6,247 9,167 12,228 15,179 18,085 20,191 22,067 23.212 23,640 24,100 25,077 26,188 26,874 27,628 28,532 29,532 30,576 30,800 1. Construct Child Care Facllllles 2. Construct Community Center 3. Construct Library 4. Construct Senior CenuH PROJECT ACTMTlES COftAESPONO TO AliSUM 0 UNIT ABSORPTION. S.O..LES. PHASING AND OTHER FACTORS~ If FACTORS CHANOE, THE T!t.CINO Of' PROJECT.O.CTMT!ES MAY CHMIOE... lso. L 2'

...1 Dougherty Valley - Contra Costa County Estimate of Square Feet Constructed- COMMUNITY FACILITIES Assumptions: The developers wui dedicate the land and provide Improved sites lor au the community ladlt!es. All special programs (with the exception of the enhanced library program) wut be Implemented through program fees and wl!l be self funding. Construction of chlldcare facilities will be Included as part of the elementary school construction and wm be financed by the developers; operation wilt be pr011lded through private sector contract and w!ll be sell-lund!ng Regarding the developmenl of the library laclllly, the potential to vary from the assumed square footage wul be based on a review, by the 3000th building permit, as described under the Infrastructure Standards. Assumptions: Community Center library Senior Center 24,000 Square Feet - 11,600 Square Feet 10,000 Square Feet 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Community Center 24,000 Library 11,600 Senior Center I 10,000 --- PROJECT ~MTI 8 COAAESPONO TO ASSUMED UNIT ABSORPTION, SALES. PHASINO AND OTHER factors; If FACTORS CHANGE, THE TIMINO Of f>aoject ACTIVITIES MAY CHANG AlSO. 25

Dougherty Valley - Contra Costa County Estimate of Maintenance and Operational Costs (OOO's)- COMMUNITY FACILITIES Maintenance and Operational Costs will commence one year following construction olthe faciutles. The community facilities Mil be paid for through either a per unit uplront fee (paid by the developers), or through annual assessments to the homeowner. If paid through annual assessments, bonds wm be Issued lot the facilities; an assumed of 10% of the principle has been assumed. Maintenance and Operation: ~ Community Center ~Library ~ Senior Center $10.50 per square loot (SOURCE: San Ramon 1993~94 Budget) $7.50 per square loot (SOURCE: San Ramon 1993 94 Budget) $14.20 per ~uara foot (SOURCE: San Ramon 1993 94 Budget) Library Staffing & Materials Supply: Clerks sn,200 per annum (Source: Contra Costa library Master Plan 1993-98) (2.07 Clerks@ $40,000 per annum) -Professionals $232,200 per annum (Source: Contra Costa Library Master Plan 1993-98) {3.87 Clerks@ $60,000 per annum) -Materials $116,000 per annum (Source: Contra Costa Library Master Plan 1993-98) Construction Costs: - Community Center $225 per square loot {SOURCE: PrOject Estimate) -Library $325 per square foot (SOURCE: Contra Costa County Library Master Plan- Includes furnishing and books, excludes land and site development) - Senior Center $225 per square foot (SOURCE: Project Estimate) Maintenance and Operation - Community Center -Library - Senior Center - Library Stall & Materials 1996 1997 1996 1999 2000 2001 2002 $252 $252 $67 $67 $425 $425 2003 2004 2005 2006 2007 2006 2009 2010 $252 $252 $252 $252 $252 $252 $252 $252 $67 $67 $67 $67 $87 $67 $67 $67 $142 $142 $142 $425 $425 $425 $425 $425 $425 $425 $425 2011 2012 2013 2014 2015 $252 $252 $252 $252 $252 $67 $87 $87 $87 $87 $142 $142 $142 $142 $142 $425 $425 $425 $425 $425 Total Maintenance $0 $0 $0 $0 $0 $764 $764 $764 $764 $764 $764 $764 $906 $906 $906 $906 $906 $906 $906 $906 Capital Improvement Financing - Communlly Center -Library - Senior Center ~540 $377 $540 ~540 ~540 $540 $540 $540 $540 $540 $377 $377 $377 $377 $377 $377 $377 $377 $225 $225 $540 $540 $540 $540 $540 $377 $377 $377 $377 $377 $225 $225 $225 $225 $225 Total Financing $0 $0 $0 $0 $0 $0 $917 $917 $917 $917 $917 $917 $917 $1,142 _!'l_~_~g_ -$1,142 $1,142 $1,142 $1,142 $1,142 - PAO.JECT CTMTIES COOAE:SPOHO TO ASSVMEO UNIT ASSOFIPT!m(. SALES. PHASING ANO OTHER FACTORS~!F F...CTORS CHANGE, THE TIMING OF PflOJECT ACTIVITIES MAY CHANGE lso. L

.J.J POLICE Introduction Police protection for the Dougherty Valley will be provided for to the same standard as currently exists in the surrounding communities of Danville and San Ramon. Through an agreement for augmented service, the Contra Costa County Sheriff will provide residents of the Dougherty Valley a full range of police service. A supplemental tax or assessment of $200 per residential unit will be charged to pay for this enhanced service. The performance standards that will be established by the County Sheriff will effectively preclude the unreasonable need for back up assistance from the City of San Ramon and the Town of Danville. Any shortfall prior to annexation in the cost of paying for police services not covered by the $200 supplemental lax or assessment will be augmented by other revenues within the County Service Area. It should be understood that an inflationary factor will be built into the $200 tax or assessment. 27

Capital Improvement Program Police Goals and Policies Infrastructure Standards Mitigation Measures Capital Improvement Program 1. 2. 3. Provide an urban level of service Comparable to surrounding jurisdictions per 1,000 population with appropriate funding mechanisms. The S100 per unit assessment shall be dedicated to providing police services. Any shortfall in funding the cost or services not covered by the supplemental tax. shall be made up by the Dougherty Valley County Service Area or other governing entity. The initial goal is a staffing level of 1 patrol officer per 1,000 residents. I. 2. 3. Provide a substation for the timely provision of sheriff department services for Dougherty Valley residems as required by the Dougherty Valley Specific Plan. A sheriff facility standard of 155 square feet of station area per 1,000 population shall be maintained within the project. A maximum response time goal for priority 1 or 2 calls of five minutes for 90 percent or all emergency responses in central business district, urban and suburban areas, exclusive of dispatch time. I. 2. In order to provide a full range of police service comparable to the surrounding jurisdictions, the Contra Costa County SheriiT Department will develop a Dougherty Valley set of performance standards that will not only include patrol, but will also account for a full range of services for the future residents of the Dougherty Valley, which will be appropriate at that time. If annexation occurs, applicable performance standards shall be those specified by the City or San Ramon. A supplemental tax or assessment will be 'charged to Dougherty Valley residents to pay for enhanced police services. 1. 2. Provide Interim Facility: Construction/Improvements: Developers to share costs equally Operation/Maintenance: County, County Service Area (Zone 2100), City of SR, Contra Costa County Sheriffs Department Construct Permanent Facility: Construction!lmprovements:CSA. Bonds, Traditional Financing Operation/Maintenance: County, County Service Area, City of SR 3. The project shall comply with Mitigation Measures 5.14 and 5.16. Please refer to Appendix A 6 Mitigation Measures. 4. Police officers assigned to the Dougherty Valley will receive lraffic school training. I s

Dougherty Valley - Contra Costa County Overview of Project Activities and Timing- POLICE & SHERIFF Total Detached Units 1995 0 1996 1997 1998 295 375 525 1999 2000 2001 2002 527 549 547 487 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 422 460 260 65 72 205 246 190 210 221 2013 2014 2015 Total 237 232 4 6,129 Total A!lached Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Annual Unit Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 80 11,000 Cumulative Unit Count 0 455 1195 2231 3274 4367 5421 6459 7211 7881 8290 8443 8607 8956 9353 9598 9867 10190 10547 10920 11000 Population per Annum 2.80 0 1,274 2,072 2,901 2,920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 977 1,112 686 753 904 1,000 1,044 224 30,800 Cumulative Population 0 1,274 3,346 6,247 ---~ -~67 ~2.2:28 15, 1?9 ~~._Q_85 20,191 22,067 23,212 23,640 24,1.90 25,077 26,188 26.874 27,6_?_~ ~.532 _?~~?3? -~Q!576 ~Q._f!QQ_ 1. Provide Interim Substation 2. Purchase Pollee Cars and EQuipment tr:: :t ' 3. Construct Permanent FacUlty 4. Contract lor Pollee Services i ;.....,..,,.. f."... 1. '........... I.. '..... PROJECT ACTMnES COFIAESPONO TO.O.SSUIAEO UNIT ASSOfl!"fiO. SAL;'i;:!l, PHASING ANO OTEHA f'actoas: If' f'actoas CH,O.NOE, THE TIMING OF PROJECT ACTMTIES IAAY CHANGE AlSO. 29

Dougherty Valley - Contra Costa County Estimate of Operation and Maintenance Costs ($DOD's)- POLICE & SHERIFF Assummptlons: San Aamon will contract ~th the COntra COSta Sheriff's Department lor enhanced pollee services This analysts assumes the total pollee cost to the City will be equal to the per capita cost Incurred for current residents The developers may fnance the constru<:tlon of the permanent substation. The bonds will Include two years of interest and annual payments wilt equal approximately 10% of the constuctlon costs. Service Cost per Capita COnstruction Cost $78.56 (SOURCE: san Ramon 1993-94 Budget) $700,000 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Annual Unit Count 0 455 740 1,036 1,043 1,093 1,054 1,038 752 670 409 153 154 349 397 245 269 323 357 373 60 11,000 Annual Population 2.6 0 1,274 2,072 2,901 2,920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 977 1,112 666 753 904 1,000 1,044 224 30,800 Cumulative Population Total Maintenance Cost 0 1,274 3,346 6,247 9,167. $0 $100 $263 $491 $720 12,228 15,179 18,085 $961 $1.192 $1,421 20,191 22,067 23,212 23,640 24,100 25,077 26,188 26,874 27,628 28.532 $1,566 $1,734 $1,824 $1,857 $1,893 $1.970 $2,057 $2,111 $2,170 $2.241 29,532 30,576 30.800. $2,320 $2.402 $2,420 Capital Improvement F'lnan<:lng J $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 PROJECT IO.CTMTIE9 COAfiESPOHO TO ASSUMEOUNIT ABSORPTION. SALES, PHASING ANO OTEHA FACTORS; IF FAClOM CHANGE, THE TIMING OF PROJECT IO.CTMTIES UAY CHANGE M.SO. " 30

<:J ~ FLOOD CONTROUGEOLOGIC HAZARD ABATEMENT DISTRICT (GHAD) Introduction FLOOD CONTROL- Storm drainage in the developed portions of the Dougherty Valley will be conveyed to West Branch and Alamo Creeks through a conventional engineered system of catch basins and rcinformed concrete pipes. The amount of increased storm water run-off that results from the development of the project will be calculated and detained on site in a series of stormwater detention ponds that will be integrated into the creek enhancement plans. The detention areas in all likelihood will manifest into ball fields when not covered v;ith the fruits of the 100 year storm. These catchments area will ensure that the Dougherty Valley does not increase the potential for downstream Oooding. GEOLOGICAL HAZARD ABATEMENT DISTRICT (GHAD)- One or more GHADs will operate in the Dougherty Valley. Shapell's property is already within the existing Gale Ranch GHAD. Windemere's property may be annexed to the Gale Ranch or another GHAD or may form a new GHAD. In order to ensure that specifications for maintenance are carried out, it has been assumed that a supplemental tax of $100 per residential unit will be charged. It should be noted that the current policy of the East Bay Regional Park District (EBRPD) is not to accept or manage land within a GHAD. If the EBRPD is to maintain a portion of the open space in the future, then a resolution will need to be reached on this issue. 31

Capital Improvement Program Aood Control/ GHAD Goals and Policies Inrrastructure Standards Miligation Measures Capital Improvement Program 1. 2. 3. 4. s. Require that the project finance the full costs of drainage improvements necessary to accommodate peak flows due to the project. Establish a storm drainage system that protects property and ensures public safety while maintaining the natural resource values of the creeks. Provide a storm drainage system within the Dougherty Valley that meets downstream flow design criteria. Provide for the maintenance or drainage improvements installed to control the impact or potential!y unstable soil. It should be noted that the current policy or EBRPD is not to accept or manage land within a GHAD. If EBRPD manages the land, a resolution will need to be reached. I. 2. 3. 4. Umil the 100 year runoff in Alamo Creek at the County line to the maximum now determined by existing agreements with the Alameda Ccunty Flood Control District, Zone 7. Agreement may be amended by mutual agreement between developers and Zone 7. Mitigate the project storm water runoff so that the incremental increase in storm water flows are detained within the Dougherty Valley. Where possible, construct detention basins so that they accommodate recreational activities such as golf courses and ball fields. Maintain all perimeter drainage facilities on a yearly basis. I. 2. 3. The project shall comply with the mitigation measures 10.1 through 10.6 and also mitigation measures 9.4 which states that the project developers shall form or annex into an existing Geologic Hazard Abatement District (GHAD). Please refer to Appendix A-6 Mitigation Measures. The project developers will perform a lithe GHADobligations until 80% of a phase is built out, or for three years after the issuance of the first certicate of occupancy for that phase. This will ensure the GHAD an adequate, "sinking fund with which to perform obligations. If one developer generates the need to build infrastructure consistent with the Specific Plan across the other developer's property, then easemenls and access shall be granted. I. 2. 3. 4. Construct On-site detention ~: Construction/Improvements: Developer who generates the need Operation/Maintenance: County Service Area, Private Operator (on Golf Course), County Flood Control, City of SR Improve Alamo Creek. West Branch and East Branch Creek Construction/Improvements: Developer who generates the need Operation/Maintenance: County Service Area, City of SR Construct On~SiteStorm Drainage system: Construction/Improvements: Developer who generates the need Operation/Maintenance: County Service Area, GHAD, City of SR Maintain hillsides. slopes and other geologic foundations: Construction/Improvements: Developer who generates the need 0 per a t-i on/main ten a nee: Developers, G HAD I 32

Dougherty Valley - Contra Costa County Overview of Project Activities and Timing - FLOOD CONTROL I GHAD 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Detached Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6;129! Total Attached Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Annual Unit Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 80 11,000 Cumulative Unit Count 0 455 1195 2231 3274 4367 5421 6459 7211 7881 8290 8443 8607 6956 9353 9598 9867 10190 10547 10920 11000 Population per Annum 2.80 0 1,274 2,072 2,901 2,920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 977 1,112 686 753 904 1,000 1,044 224 30,800 Cumulative Population 0 1,274 3,346 ~-.g~_ ~.1f)? ~28 _1_5,179 18,085 _g<),191?2.~67 23,212 23,640?4,100 2?.Q71 26.~ ~ 2~_~87'~- ~1.6?_~- 28,532 _g_~.532 30,576 30,800 1. Construct on-site Detention Basins lor ~00-Year Event S~k+ @if'" I 2. Construct Temporary On-Site Siltation Basins 3. Construct Internal Storm Drainage System, Catch Basins. Manholes, Pipes and In-let and Out-tan Structures 4. Construct Perimeter Drainage 5. Establish GHAD ~sinking Fund~ PROJECT...Cl!VIffES COAAESPONO TO,O,SSUMEO UNil,0..8SOI'IPT!ON. SALES, PH.O.$\HO ANO 01'HER FACTOHS. IF F,o..CTORS CHANOE. lhe TUJING OF PROJECT ACTMTIES MA'I CHANGE AlSO )3

Dougherty Valley - Contra Costa County Estimate of Maintenance and Operational Costs (OOO's) - FLOOD CONTROL I GHAD Assumptions: Shapell will construct two on~stte detention basins; one of which will be maintained by the golf course operators Wlndemere wlll construct two on~slta detention bllslns. Cost of Maintenance $20,000 per detention basin; ~OURCE: CCC Flood Control 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 N ol Basins Constructed - Stlapelllndustrles - Windemere 1 1 1 Total Basins 0 1 1 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Cumulative Basins 0 1 2 2 2 2 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 Maintenance Cost Note "that drainage basin will be Included as part ol golf course construction and will be privately maintained. PROJECT 1-CTMTlES COARESf>ONO TO ASSUMED UNIT ABSOOPTION. SALES. PH.O.StNQ ANO OTHER FACTOfiS:!F FI'CTOAS CHANGE, THE TIMINO OF PROJECT,O.CTIVITIES MAY CHANGE,O.LSO. ",c.<" 34

~ WATER Introduction Prior to the filing of any Dougherty Valley Final Subdivision Map, the assurance of adequate quantity and quality of water shall be provided to the County for the area covered by the map. All new homes will be designed and constructed with the inclusion of water conservation measures. Where practical, drought tolerant landscaping will be planted and where practical, reclaimed water will be used for irrigation. Thus, the Dougherty Valley should meet and most likely exceed the objectives of the County's water conservation ordinance. 35

Capital Improvement Program Utilities - Potable Water Goals and Policies Infrastructure Standards Mitigation Measures Capital Improvement Program 1. 2. 3. New development must demonstrate that adequate water quantity and quality can be provided. Tentative subdivision maps shall be conditioned upon verification (prior to the filing of nnal subdivision maps) of adequate water supply for the area covered by the map and shall lapse If no servl<e Is provided. Ensure that the provision of potable water service to the Dougheny Valley Is provided by a suitable service provider having sufficient water quantity to meet the project n<eds through buildout, including the demand for fire protectloq. Ensure that water conservation measures ' are included in the design and construction of the project. 1. 2. 3. Meet and exceed where possible the objective of the County's water conservation ordinance. If deemed feasible by the County and the water purveyor, and If law permits, install dual main lines to allow for the use of reclaimed water for irrigation of public landscaping and recreation areas. Whenever possible, plant drought tolerant landscaping, Including native plants and grasses, native trees, and wildflowers. 1. 2. The project should comply with the mitigation measures 5.4, 5.5, 5.6 and 5.8 contained in Appendix A 6. If one developer generates the need to build Infrastructure consistent with the Specific Plan across the other developer's property, then easements and access shall be granted. 1. 2. 3. Secure votable water supply: Cons t ructjo n!i m provemen ts: Developer who generates the need, Water District Operation/Maintenance: Water District Construct supply tines. pumps and storage facilities: Construclion/Improvements: Developer who generates the need, Waler District Operation/Maintenance: Water District Construct internal water mains including individual laterals to water meters: Construct ion/1m prove men ts: Developer who generates the need Operation/Maintenance: Water District h 36

:;~k Dougherty Valley- Contra Costa County Overview of Project Activities and Timing- POTABLE WATER 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Detached Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6,129 Total Attached Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Total Unit Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 eo 11,000 Population per Annum 2.80 0 1,274 2,072 2,901 2,920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 9n 1,112 686 753 904 1,000 1,044 224 30,800 Cumulative Population 0 _1,_??_~ ~3!6 6,247 9,167 12,228 15,179 18,085 20,191 22,067 23,212 23,640 24,100 25,077 26,188 26,874 27,628 28,532 29.~~? ~Q276 30,800 1. Secure Source of Sustainable Potable Water 2. Construct OU~Site Mains and Pumpstatlons 3. Construct On-Site Mains and Pumpstatlons 4. Construct On-Site Malris and Fire Hydrants 5. Construct Housing with Water Conservation Devices 6. Plant Medians, Common Areas and Parks with Drought Tolerant landscaping PROJECT.A.CTMTIESCOI'IflESPONO TOASSUMEO ABSORPTION. SALES. PHASING A.NO OTHER FACTORS; IF FACTORS CHANQE, THE TIMIN<l OF PROJECT ACTMHES MAV CHANGE AlSO. 37

SANITARY SEWER Introduction Prior to the filing of any Dougherty Valley Final Subdivision Map, the assurance of adequate sanitary sewer service shall be provided to the County for the area covered by that map. The developers and the County have identified and will continue to identify opportunities for reclaiming project waste water and they will explore the development of on-site facilities for the treatment of waste water and distribution of reclaimed water. ''" ~" 38

<--~1- -~~/-- ~ Capital Improvement Program Utilities - Sanitary Sewer Goats and Policies Infrastructure Standards Mitigation Measures Capital Improvement Program I. 2. New development must demonstrate that adequate sanitary sewer quantity and quality can be provided. Tentative subdivision maps s.hall be conditioned upon verification (prior to the filing of final subdivision maps) of adequate sewer supply for the area covered by the map and shall lapse if no service is provided. Ensure that the provision for sanitary sewer service to the Dougherty Valley Is provide<! by "suitable service providers having capacity and methods that will meet the project demand through build out I. 2. Incorporate into the project design, water conservation measures which reduce the flows into the sanitary sewer system, there-by reducing capacity demand at the treatment facilities. Identify opportunities for reclaiming waste water and developing facilities on-site for possible treatment of wastewater and distribution of reclaimed water. I. 2. The project should comply with the mitigation measures 5.1, 5.2 and 5.3 contained in Appendix A- 6. U one developer generates the need to build infrastructure consistent with the Specific Plan across the other developer's property, then easements and access shall be granted. I. 2. 3. Improve of[-site sanitary mains and facilities. Construction/Improvements: Developer Contribution I Sanitary Sewer District OperationJM:aintenance: Sanitary Sewer District Construct off-site sanitary mains and facilities. Construct io n/l m proveme n ts: Developer Operation/Maintenance: Sanitary Sewer District Construct on-site sanitary sewer mains. manholes. laterals and other related improvements. Construct ion/improvements: Developer who generates the need Operation/Maintenance: Sanitary Sewer District 39

Dougherty Valley - Contra Costa County Overview of Project Activities and Timing- SANITARY SEWER 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Oetach9d IJnlls 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6,129 Total Attached Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Total Unit Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 eo 11,000 Population per Annum 2.80 0 1,274 2,072 2,901 2.920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 977 1,112 686 753 904 1,000 1,044 224 30,800 Cumulative Population 0 1,274 3,346 6,247 9,167 12,228 15,119 18,095 20,191 22,067 23,212 23,640 24,100 2S,On?_1;1._1~8 26,874 27,628 28,532 29,532 30,576 30,800 1. Construct Off-Site Mains 2. Upgrade Sewer Plant (s) 3. Construct Necessary On slte Processing FacUlties 4. Pay Storage and Equa!rz:allon Fees 5. Construct On~ Site Mains, Llttslallons and Manholes PROJECT... ClMTIES CORRESPOND TO MISUUEO UNIT... asom>tion, SAtES. PW..SINO AP-10 OTHER FACTORS; IF FACTOP.S CHANOE, TH TIMINQ Of PAOJ CT ACTMTI 9 MAY CHANGE ALSO. 4,0

."Jy RECLAIMED WATER Introduction The infrastructure program for the Dougherty Valley will include the installation of a system of pipes that will facilitate the distribution of reclaimed water. The piping system will deliver reclaimed water to those areas deemed practical and allowable under existing laws. The design of this system will have the ability to deliver reclaimed water developed at off-site treatment plants as well as on-site treatment facilities. 41

Capital Improvement Program Utilities - Reclaimed Water Goals and Policies Infrastructure Standards Mitigation Measures Capital Improvement program l. 2. Explore opportunities for using reclaimed water throughout the Dougherty Valley. Identify the best opportunilies for the use of reclaimed water in the Dougherty Valley and encourage the construction of fachities to provide reclaimed water to those sites. l. If deemed feasible by the County, developer, and the reclaimed water purveyor and, if the supply of reclaimed water is adequate to service the development, the project should install mains and related improvements that would facilitate the use of reclaimed water for irrigation of medians, recreation areas, golf course(s), common landscape areas and Wildlife enhancement projects. I. 2. The project should comply with the mitigation measures 5.7, 5.9, 5,10 and 5.1 1, contained in Appendix A-6. If one developer generates the need to build Infrastructure consistent with the Specific Plan across the other developer's property, then easements and access will be granted. I. 2. Improve Reclaimed Water facility ~ Cons! ruction/improvements: Developer Contribution, Reclaimed Water Purveyor 0 per a tion/ma inte na nee: Reclaimed Water Purveyor Construct off-site reclaimed water mains and facilities. Const ruction/lmprovemen ts: Develope-r Conlribution, Reclaimed Water Purveyor 0 per at ion/main t e na nee: Reclaimed Water Purveyor 3. Construct on-site reclaimed water mains. pumps. storage tank(s) and related improvements. Construction/1m provemen ts: Developer who generates the need 0 pe rat ion/mal ntena nee: Reclaimed Water Purveyor I L

<;;,' Dougherty Valley- Contra Costa County Overview of Project Activities and Timing- RECLAIMED WATER 1995 1996 1997 1998 1999 2000 200i 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Detached Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6.129 Total Allachad Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Total Unit Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 80 11,000 Population per Annum 1 2.80 0 1,274 2,072 2,901 2,920 3,060 ) 2,9St l2.906 2,106 1.876 1 '145 428 459 977 1,112 686 753 904 1,000 1,044 224 30,800 Cumulatlvo Population 0 ~~??~ :J.346 6,247 9,167 12,228 15,179118,085 20,191 22,067 23,212 23,640 24,100 25,077 26,188 26,874 27,628 1 28,532 29.532 30,576 30.800 1. When deemed feasible, construct OII~Site Mains and Pumpstatlons 2. Construct On-Site Mains. Transmission Lines and Storage 3. Construct On-Site Mains and Irrigation Services 4. Irrigate Common LandScaped Areas (where economically feasible and taw permits) PROJECT ACTMTt 9 COMESPONO TO AS$UI.IEO UNIT A6SbP.PT!pN, 9Al S. PHAS!N<l ANO CTH(fl ~ACTORS; If' FACTORS CH.O.NOE, TH T\IA!N<l OF PAOJECf ACTfVITI S M,O.Y CKAN<lE ALSO ' 4]

FIRE Introduction Dougherty Valley is within the service boundaries of the San Ramon Valley Fire Protection District (SRVFPD). The City of San Ramon is currently served by both San Ramon Valley Fire Protection District and Dougherty Regional Fire. The project may ultimately receive service from either agency. The future residents of the Dougherty Valley will receive fire protection from one of the two fully equipped fire stations that fire officials have determined are necessary to properly serve the community. Fire stations and some roadway locations will be determined by the Fire District so that all the project's residential structures are located within the mandated response time. 4

_J I; "-'>d# Capital lrnprovcrncnt Program Fire Protection I Emergency Medical Services Goals and Policies Infrastructure Standards Mitigation Measures Capital Improvement Program l. 2 3. 4. Ensure Fire protectlon meets or exceeds the standards of the surrounding cities. Provide for the development of appropriate number of fire station sites to adequately serve the Dougherty Valley. In conjunction with the fire service provider, develop a plan ror the treatment of transition wnes between areas of open space and development. The cities reserve the right to review any written agreement with the firedbtrict that the developers enter into with respect to this area. l. 2. 3. The response time for flre and medical emergency shall be 4 to 5 minutes. Facilities shall be constructed In accordance with the plans and spedfications of the fire service provider. The fire service provider shall also approve the location and staging of the fire station sites(s). The developers shall construct an interim or permanent facility and fund the acquisition of equipment needed to provide adequate fire protection to the initial residents of the Dougherty Valley.!. 2. 3. The project proponents should work with the fire service provider to locate the fire station site(s). The site(s) should be located in accordance with fire station response standards set forth in General Plan Policies 7-62, 7-63, 7 66, 7.68, 7.70. 7-74, 7 77. The developers of the Dougherty Valley shall improve the fire station s!te(s) at the locat!on(s) approved by the service provider. The developers shall provide for the funding of the construcuon of the fire station(s) and the acquisition of all necessary equipment. 'If there are identified surpluses" from the property taxes allocated to the fire service provider, those surpluses may be used to offset the cost of construction. l. 2. Construct interim fire station and acquire necessary equipment. Land/Improvements: Developer, Bonds, Fire Service Provider Operation/Maintenance: Fire Service Provider Construct permanent fire statlon(s) and acquire necessary eguipment. Land/lmprovements: Developer. Bonds, Fire Se_rvice Provider Operation/Maintenance: Fire Service Provider 4. The fire service provider shall provide information and policies which shall be incorporated into the open space management plan. The (ire service provider shall provide fire service to the open space areas. 45

Dougherty Valley - Contra Costa County Overview of Project Activities and Timing- FIRE PROTECTION/EMERGENCY MEDICAL SERVICES Total ShapeU Units 1995 0 1996 256 1997 1998 1999 2000 295 361 388 413 2001 2002 2003 2004 2005 2006 2007 2008 2009 290 353 135 295 334 153 164 349 397 2010 2011 2012 2013 245 269 323 357 2014 2015 373 eo Total Vv'lndemere Units 0 335 570 615 615 650 640 685 610 375 75 Total Unit Count 0 591 865 976 1003 1063 930 1038 745 670 409 153 164 349 397 245 269 323 357 373 eo Population per Annum 2.80 0 1,655 2,.(22 2,733 2.808 2,976 2,604 2,906 2,086 1,876 1,145 426 459 977 1 '112 666 753 904 1,000 1,044 224 Cumulative Population 0 1,655 4,077 6,610 9,618 12,594 15,198 18,105 20,191 22,067 23.?~~~2 ~9 25,077 26,188 26,874 27,628 28,532 29,532 30,576 30,800 1. Construct Interim FacUlty 2. Construct Permanent Fire Protec!lon Facility 3. Purchase Fire Protectlory Equipment ':~#- l.,. w~ -~::j,.._.h, l.: w. ;; -o.::-> PAOJECT ACTMT!ES COAAESPONO TO,o.SSUI.I 0 UNIT ABSOAP'TION, SALES, F'!1,0,SINO AND OT11EA FACTORS: IF FACT OM CHAml, THE TllollNQ OF PROJECT ACTMT!E!I loia'r' CHANOE At SO,,, 5

,~_[ ~ SCHOOLS Introduction In the Specific Plan for the Dougherty Valley, sites that will accommodate four elementary schools, two middle schools and a high school have been woven into the fabric of the land plan. Students will access these new schools via the public pedestrian trail system through the project's network of tree-lined streets. The project developers have agreed with school district officials to provide the designated school sites fully improved including ball fields and hard court areas. Additionally, it has been agreed that the developers will provide the funding necessary to construct the schools and that any required school will be operational at approximately two-thirds capacity. Each of the elementary schools will also include a child care facility which will be operational with the opening of each new school. Thus it can truly be stated that through the diligent efforts of the staff of the San Ramon Valley Unified School District, Dougherty Valley students will enjoy neighborhood schools.. The following pages contained in this section represent a summation of the San Ramon Valley Unified School District Phasing and Mitigation Monitoring Program for constructing schools in the Dougherty Valley. It is not the intent of this section to modify the Program adopted by the Board of Education on December 8, 1992 and submitted to the Contra Costa County Board of Supervisors on December 15, 1992. 4 7

Capital Improvement Program Schools Goals and Pollcl~ Infrastructure Standards Mitigation Measures Capital Improvement Program 1. 2. 3. 4, 5. Ensure that adequate school facilities are built to house the students generated by the project. Locate schools by public pa~hwa)'! and ensure that they are accessible via a network of slreets and by transit service. School shes shall be improved by the developer and at the appropriate time may be dedicated to the school district. ~chool sites shall include neighborhood parks that are built by the developer. Elementaty school sites shall include ch.,ud care fadlltles, 1. 2. 3. 4. The proje<t shall build schools to adequately house the students generated by development of the Dougherty Valley. Schools shall open prior to the project generating two thirds capacity of a school ( +/- 100 students) and must be delivered fully operational, no later than August 1st. Schools shall open with park and child care facilities in place. The SRVUSD Phasing and Mitigation Monitoring Program for constructing schools within the Dougherty Valley approved by the Board of Education December 8, 1992 and submitted to the Contra Costa Board of Supervisors on December 15, 1992 applies to the project and is incorporated by reference into this settlement agreement. Further, it shall not be modified by any other section of the CIP/FA or the settlement agreement.! l. 2. The Dougherty Valley School Impacts shall be mitigated in accordance with the school Impact mitigation agreements between Shape!! Industries of Northern California and Windemere Ranch Partners respectively and the San Ramon Valley Unified School DiwJct. These agreements Include provisions that allow the SR VUSD to ask Contra Costa Community Development Dcpanment to stop Issuing building permits when the district Is not satisned that provisions for the construction of new schools are not be-ing met. Furthermore, Shapell has a prior agreement 'Hith the schools that also applies to the project. The SRVUSD Phasing and Mitigation Monitoring Program fer cc :tstructing schools within the C,)ugt.crty Valley approved by the '}oard cf Education December 8, '992 ~!,d submitted to the Contra,-osta Board of Supervisors on December 15, 1992 applies to the project and is incorporated by reference into this se11!ement agrecmcr,l Further, it shall.not be rn"j. icd by any other section of 1~:c '.:::lp!fa or the!>ett!ement ;J.grccr,;cnL!. 2. Prepare school sites and construct oark facilities. Constructlon/I rn provernen ts: Developers to bear cost Operation/M"aintenance: County Service Area, City of SR Construct school facilities. Construction/Imp rove men ts: SRVUSD, Bonds, Develop.er Operation/tvfalntenance: SRVUSD 48

ELEMENTARY SCHOOL REQUIREMENTS- VALLEY TOTAL Assume detached units generate.3 students per household, and attached units generate.1 students oer household. Assume schools open when 2/3rds of the stucents (+/- 100) are generated. Because school capacity Is 650, assume the nrst school wut open when 433 studerl\s are generatad; the next three w1il be a\1083. 1,733 and 2383. SHAPELL INDUSTRIES WINOEMERE RANCH r v., I Detached Units Cumulative Population Detached Unl!s Cumulative Popu!allon Year 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 120 0 120 36 36 150 20 170 47 63 240 161 421. 90 173 237 191 428 90 263 249 194 443 94 :!57 242 172 414 90 447 162 111 353 72 519 97 45 142 34 553 160 135 295 62 614 185 149 334 70 684 65 88 153 28 713 72 92 164 31 744 205 144 349 76 819 246 151 397 89 908 190 55 245 63 971 210 59 269 69 1040 221 102 323 71 1116 237 120 357 83 1199 232 141 373 84 1283 4 76 80 9 1292 175 160 335 69 69 225 345 570 102 111 265 330 615 119 289 290 325 615 120 409 300 350 650 125 534 305 335 640 125 659 305 380 685 130 788 325 285 610 126 914 300 75 375 98 1012 75 0 75 23 1034 1996 105 1997 254 I 1998 462... I 1999 672 2000 691 I 2001 1,106... I 2002 1,307 I 2003 1,467 2004 1,626 2005 1,718 2000 1,747... I 2007 1,778 2008 1,853 2009 1,942 2010 2.005 2011 2,074 2012 2,150 2013 2,233 I 2014 2,317... I 2015 2,326 3,544 2.286 5,830 1,292 2.585 2.585 5,170 1,034 49

MIDDLE.AND HIGH SCHOOL REQUIREMENTS For middle schools, assume d&tached units generate, 15 students per housetlo!d, and attached units generate.03 students per household. For high schools, assume detached unlls generate.25 students, and attach&a units generate.05 students per household Assume schools open when 2/3rds of tfle students(+/- 100) are generated. A middle school's capacity Is 1100, so a middle school will be bull! when 733 students are generated. A high school's capacity Is 2200, so a high school will be built when 1466 students are generated. Sites for two middle schools shall be reserved In Ofder to accomodate two smaller middle schools as ldentl!led In the Oougheny VaHey Specific Plan. MIDDLE SCHOOL: HIGH SCHOOL: 6-8 Cumula\!ve Student Student 6-8 Year Oetachad Allachoo Total Population Popula!lon Opens Year Oetach&d 1996 295 160 455 49 49 199S 295 1997 375 365 740 67 116 1997 375 1996 525 511 1036 94 210 1998 525 1999 527 516 10<3 95 305 1999 527 2000 549 544 1093 99 404 2000 549 2001 547 507 1054 97 501 2001 547 I 2002 487 551 1038 90 590 2002 487 2003 422 330 752 73 664 2003 422 2004 460 210 670 75 739... I 2004 460 2005 260 149 409 43 782 2005 260 2006 65 66 153 12 795 2006 65 2007 72 92 164 14 808 2007 72 2008 205 144 349 35 643 2008 205 2009 246 151 397 41 885 I 2009 246 2010 190 55 245 30 915 2010 190 2011 210 59 269 33 948 2011 210 2012 221 102 323 36 984 2012 221 2013 237 120 357 39 1024 2013 237 2014 232 141 373 39 1063 2014 232 2015 4 76 80 3 1065 2015 4 6,129 4,871 11,000 1,065 6,129 9-12 Cumulatlve Student Student 9-12 Attached Total Population Popula!lon Opens 160 455 82 82 365 740 112 194 511 103S 157 351 516 10<3 158 508 544 1093 164 673 507 1054 162 835 551 1038 149 964 330 752 122 1,106 210 670 126 1,231 149 409 72 1,304 68 153 21 1,325 92 164 23 1,347 144 349 58 1,406 151 397 69 1,475... I 55 245 50 1,525 59 269 55 1,580 102 323 60 1,641 120 357 65 1,706 141 373 65 1,771 76 80 5 1,776 4,871 11,000 1,776 1'

Dougherty Valley - Contra Costa County Overview of Project Activities and Timing - SCHOOLS 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total Total Detached Un!ts 0 295 375 525 527 549 5471 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6,129 Total Atlached Untts 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 ss 59 102 120 141 76 4,871 Annual Unit Count 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 80 11,000 Cumulative Unit Count 0 455 1195 2231 3274 4367 5421 6459 7211 7881 8290 6443 8607 8956 9353 9598 9867 10190 10547 10920 11000 Population per Annum 2.80 0 1,274 2.072 2,9o1 2,920 3,060 2,951 2,906 2,106 1,876 1,145 428 459 977 1,112 686 753 904 1,000 1,044 224 30,800 Cumulative Population o_ ~-~~ 3,346 6!_~~!: - 9._~67 12,22?_ 1~. 179 18,085 20,191 22,067 23.212 23,640 24,100 25,077 26.188?6.~!4 27,628 28,532 29,532 30,576 30,800 1. Construct Elementary So;hools 2. Prepare Middle School Site :: l._,,- 2. Construct Interim Hlgh SChool 1,.,., l' lm!~! I,,..!::'''' 3. Construct Permanent High School -L ------------- ----- - - - PROJECT loctmlies COAAESPQNO TO ASSUI.!EO UNIT A9SORPTIQN, SALES. PHASIN<l,O,NO 0TH R ti-c TORS. W FACTOR9 CHANGE. TH TII.IINO 01' PAO.!EC1' ACTIVITIES I.IAY CHA.NO AlSO s l

ENERGY I WASTE CONSERVATION Introduction ENERGY. The traditional neighborhoods that will make up the community of the Dougherty Valley will be comprised of new homes that will incorporate into their design a full spectrum of the latest energy conservation items. Homes designed with energy conservation in mind, set in neighborhoods of tree-lined streets are linked to community facilities via a pedestrian path. It will truly make buying a home in the Dougherty Valley a wise energy choice. WASTE CONSERVATION Solid waste collection service to the Dougherty Valley should offer an integrated solid waste collection program, including curbside recycling and separate green waste collection, thus assuring maximum convenience which in turn equates to maximum consetvation when recycling. I ~\ ')

Capital Improvement Program E.flergy I Waste Consefvation Goals and Policies Infrastructure S1andarcis Mitigation Measures capital Improvement Program I. 2. Whenever possible, energy conservation and waste reduction goals should be advanced by the project. Design solid waste management facilities to maximize conservation and _recycling. I. Design a project that encourages energy conservation and efficiency. I, The project shall comply with the mitigation measures 17.1 through 17.6 contained in Appendix A 6. I. Incorporate energy and waste conservation features in s!ngle family homes. Construction/! m p rovemen ts: Developers Opera t lon/mai n ten a nee: Homeowners 2. lncoroorate energy and waste conservation features in multi family structures: Cons tructlo n/improveme n ts: Developers Operation/Main ten a nee: Homeowners, Homeowners Association 3. Incorporate energy and- waste conservation features in commercial structures: Construct ion/1m prove men ts: Developers, Other developing agencies Operatiotl}}.1aintenance: Building Inhablfants or maintenance association 53

Dougherty Valley- Contra Costa County Overview of Project Activities and Timing- ENERGY I WASTE CONSERVATION 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total T otat Detachad Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6,129 Total Attached Units 0 160 365 511 516 544 507 551 330 210 149' 88 92 144 151 55 59 102 120 141 76 4,871 Total Unl! Count Population per Annum 2.80 0 455 0 1,274 740 1036 1043 2,072 2,901 2,920 1093 105.4 1038 752 670 409 3,060 2,951 2,906 2,106 1,876 1,1.45 153 164 349 397 2<5 269 323 357 428 459 977 1,112 686 753 904 1,000 373 so 11,000 1,044 224 30.800 I Cumutatlw Populallon 0 1,274 3,346 6,247 9,167 12,228 15,179 18,085 20,191 22,067 23,212 23,640 24,100 25,077 26,188 26,874 27,628 28,532 29,532 30,576 30,800 1. Oeston and Construct Energy Elllclent Housing 2. Initiate Curbside Recycling Program 3. Establish Transportation System Management Program. 4. Construct Pedestrian and Bicycle Paths PROJECT ACTMTIES COAAESP01i0 TO AS5U!AEO I)Nil A&SOAf'TION, SALES. f'!1,0.sino ANO OTHfA f C '0AS;!!"FACT Of\!! CHAHGE. THE T!Mit+G OF PI'IOJECT.O.CTIVIT!ES MAY CHAHGE AlSO. ' 54

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Dougherty VaUey - Contra Costa County Section II - Introduction Section II, the Fiscal Analysis, identifies the annual property taxes and user fees which will be generated by new residents in the Dougherty Valley, and it evaluates the impact of the project on the County General Fund and the City of San Ramon. This section does NOT attempt to calculate the fiscal or societal benefits which arise from actual construction of the project, such as the jobs generated for construction workers, or the taxes paid for building materials. The process of evaluating the on-going fiscal impact of a 20-year project build out involved several steps, which are outlined below: ~- The first step in the process was to calculate the total taxes and fees generated by the new inhabitants of the Dougherty Valley. Included are property taxes, sales taxes, user fees and special assessments that accrue to the local agencies. Overall, new residents in the Dougherty Valley are expected to pay nearly $750 million in taxes and fees during the 20 year build out of the project, and after the project is completed, taxes and fees are expected to exceed $54 million per year (1994 dollars). ~._ The second step in the process was to allocate the revenues among the different local agencies entitled to receive funds. A:, can be seen in the following pages, property taxes are allocated according to Tax Rate Areas, and are split between many different agencies. Step 3 -The last step in the analysis was to evaluate the impact of the dev~lopment on two specific governing agencies, Contra Costa County and the City of San Ramon. For the County, this analysis determines the impact of the project on the County General Fund. The County, through its General Fund, will have several obligations in the Dougherty Valley, including General Administration, provision of Health and Welfare services and provision of Judicial and Public Protection services. The County will receive a portion of the property taxes paid by the new residents, additional fees which can be expected to be paid by new residents and should receive some intergovernmental revenue from the state which is based on per capita basis. The County's receipts of new revenues should exceed the County's obligation to provide services in the Dougherty Valley, and should result in an excess which will be available for use in other areas of the County. The other governing entity evaluated in this analysis is the City of San Ramon. The City will operate and maintain the parks, the internal roads, the open space, the flood control basins, and the community facilities. They will contract for police services and flood control and coordinate with the Geologic Hazard Abatement District. The City is critical to the smooth on~going operation of the project, and is needed to ensure that all major infrastructure elements are maintained in a manner appropriate to the quality of life envisioned in the County's plan for the Dougherty Valley. As part of the City funding, it has been allocated property taxes from the County General Fund. In addition, special assessments have been enacted to offset the costs of specific uses such as the Police and the G HAD. This analysis illustrates that the City is fully funded, and that all obligations can be provided for with the revenues that have been all0caied.,,,,

~ I Dougherty Valley - Contra Costa County Section II - Introduction It should be noted that because the Dougherty Valley will construct a relatively small amount of commercial space, the neighboring municipatitic.< should receive the bulk of the sales taxes paid by the new residents. Tilis analy>is concludes that during the build out period, almost $25 million will accrue in sales tax revenue to the neighboring municipalities, and that by the time all the units are sold, these municipalities can expect to receive close to $1.76 million (1994 dollars) per year in sales tax revenues. Once again it is important to note that this analy>is does NOT consider the effect that actual construction will have on the sales tax generation. During actual construction, the local municipalities should receive significantly more revenue from sales taxes for the purchase o~ among other things, building and landscape materials, and furniture and other household items. 56

ESTIMATE OF TAXES AND USER FEES GENERATED TO LOCAL AGENCIES BY NEW RESIDENTS IN THE DOUGHERTY VALLEY,,

.. J. Dougherty Valley - Contra Costa County Estimate of Taxes and User Fees Generated to Local Agencies by New Residents of the Dougherty Valley ($OOO's) Repqrt Dtle; 021101\).4 ABSORPTION ASSUMPTIONS T<~UI Oellei!W Unltt ToUI AU.atll~ Unlu Tot.ol AMuol Uftlto Tout C\lmu!"l" Unitt 'I 6,129 4,171 II,OClO 19% 1097 "" '"., '., 1.19$ - "" "",., l\1 10)6 IO'l 109) - ~.231 J.n~ ~,:J.<i7 2000 '" l<jj 10~ 5,421 2002 200) 200< 200) m., 2W lll JJO,., 210 IOH m "" " """ 200' """ " Ml 190 200 " 92 " ' 1«Ill " ",.. <09 Ill '" 6.H9 1.1! I i,ul 8,290 ~.«) um 1,956 9.HJ I 9,WB 9,!67 2012 NOJ w m 102 120 l13 10.190 IO,Sc47 " 2J2 I<! m 10.9'20 " " II.~ TOTAL TAXES AND USER FEES GENERATED BY NEW RESIDENTS t. C'Un'«!t Property Taut (NC-11~) o. Ruldentitl &. Commcu"l l b. New lnlnootnll:turo l. CllrRn\ Prupel't)' Tuu (untceurc.d ), RuiP""P'-rtyTnnlfefTU " S.luTu S. Speci.ol Aueumentt 1. Specl&l Pollee z- P~ b.ohad e. SR A4411LMI\ Ptted Tu 6. Ueenw!PermltliPnnehlte Pec1 7. Plnct, Forlldt, and Peultlu I. lntefjonrnntcdui Revenue o. M0101 Vetlleln tn-ueu b. Re- litllfiicftt Tnntfen c. Hll' ~ Uoer1 Tuu 9. Chulu lor Scrvi~o: TO!ol RcYen~ Tout 1990 S<i90,132 S6,566 St,934 sun ' $9,1H $171 $100.209 $3!6 $21,1~3 $1~,417 133.974 l\01 $36,672 $1,503 ' Stt.Ul $4,1)() $<4,311 $.4.,S~9 $7U,5l6 ll '" '" '" S Ul1 1097 "" "" 2000 S.,119 $7,1~9 $11,~}1 $1~.31.. $701 "" "" "" Sl12 $37~ ' " SI.HO Sl,17<1 $3,033 " 1139,..,, l\20 "" sm "" $327 Slit sm St,Olt "" "" $2.4<1$ $),415 SJ.~~ S3,6U l2 " " " "" '"" $110 " Sl~6 "" '" SlJJ '" S!Ol $138 '" "" St,l.f9 Stjc 96 SW.M1 $26,2~1 looi $19,!41 "" '"" ''" U,7U SI,OM 15-<'l sun SJ. _! '" ''" Sill SJ6S $!11 SJ1,~1S 2002 looj 200< 200) " 2001 2008 200'> 20\0 2011 $ll.7sj 11~.2().1 116,7!~ U!,l).lt $28.390 S28,1!J $19,999 11!,409 SJ2.).j& 133.~il "" " ",.., " ' $2~7 $211 '"" St.CI St6J $i95 Sill Silt llll $!21 Silt Sill $121 1111 ' "" " ' $.-1.487 ll.009 15.~1~ S5.7l8 H,MS 15,979 $6,21\ $6,<197 $6,667 U,154 ' $1.292 S\.442 SUi6 11.6H SU!9 $1.721 $1.791 SI,Sil $1.920 $1,'113 Hll $7U $829... $861 1935 $911 $1,521 $).691 $1,356 11.951 S1,9U $1,021 $2,109 $2,20] U.260 $2,)24 ''" $3,«2 SlJOO n.m SUit s~n H63 sun $1,3:)<1 $133 $913!13 '" '" '" lll lll Ul6 ' ' SlH " ' '" '" $Dl $63) S695 SJM "~ $738 nm Si9l Ht1 1216 SH! ~ 127A "~ nn -SUI $)13 SJl! mo S196 1219 $239 nn S256 SZ61 $272 $291 '"" '"" ' sns H49 1162 $267 nn $283 12',16 S3S.J36 sn.n~ 1-4-0.911 $.4.1,1$0 $A!,4U 1--<1.161 $.«,68.6 ~.763 $.47.519 ~9.093 '"" '"" 1112 "" SJ..I.~9 20\l SJ~.02) $1!6 $125 Sill S.S76 Sill " Si,07! $1,316 $2,031 $2.109 Sl.Ot9 SI.O!iS 12.400 Sl.4M St,091 $1.10~ $!39 1869 llb )309 ))20 "" $312 Slll 151.019 $~3.049 " " $]7.~]9 $37.631 '" lt2l Sill I "20 $509 i n.sa5 RIM SHAI Sl.lOO 11.()91 11.100 n.sn ll.~90 $1.2.59 '" ' '" "" '"" $)6& ' 1J32 "" "" "" 15-<.U! 15-4.066 THI! ESTIMAT IS 8AS 0 ON ASSUMED VI-liT ABSORPTION. SALES. POPULATION AND PHASO>IO:!P THESE FACTORS CHAI'IOE, THE ABOVE IN FORMA TlON WiLl VARY ACCQRDIHOLY 57

DOUGHERTY VALLEY- CONTRA COSTA COUNTY Estimate of Taxes and User Fees Generated to Local Agencies By New Residents in the Dougherty VaUey This estimate includes assumptions regarding only the on going taxes and user fees associated with bringing new residents into the Dougherty Valley. It does NOT include the revenues generated by actual construction of the project such as employment taxes paid on construction worker salaries, or sales taxes associated with the purchase of construction materials, furniture, landscaping items and other normal household items. All revenue projections are based on the assumed unit counts, population growth, phasing and absorption estimates contained in Appendices A-1 and A-2. No inflation has been built into the model. 1. Current Property Taxes (secured) - According to the County Tax Assessor, the Tax Rate for the Dougherty Valley is currently 1.0764%. As shown in the Revenue Allocation Section below, this rate is comprised of the 1% County Tax, and.0764% of additional taxes due to bond issues, some of which expire during the build out period (please. refer to the detail on the following pages to determine expiration dates). There are two categories of Current Property Taxes (secured); Residential & Commercial taxes, and taxes associated with New Infrastructure. La Residential & Commercial Property Taxes (secured) - For Residential taxes, the tax was calculated using the assumed Unit Absorption, the tax rate of 1.0764%, and an average detached house price in. 1996 of $425,000 and an average attached house price of $225,000. This house price is based on the Dougherty Valley Land Use Program as outlined in Table 1 of the County Specific Plan and takes into account the 25% affordable housing requirement: Land Use Average Density # of Units SM 4.04 5,342 ML 5.07 3,082 MH 7.18 2,176 MU 20.00 400 11,000 For commercial values, using an assumed build out of 571,780 total square feet, the taxes were based on a $200 per square foot property value for commercial and mixed use space, and a $125 per square foot value for the Golf Course Club House. The square footages were based on a FAR of.25 and.30 of the acreage identified in the Dougherty Valley Specific Plan for commercial space. The golf course was valued at $7.2 million. The model takes into account the effect of the 2% assessed value limitation from Proposition 13. Assuming a real property appreciation of.5% and an inflation rate of 4%, sales projections were made at inflated value, with assessed values restricted to 2%. The assessed values were then discounted back to constant dollars. For comparison purposes, other communities average house value has been compared to the Dougherty Valley: City Alamo Blackhawk Danville San Ramon 1990 Median Value of Housing (1990 Census) $500,000 $500,000 $359,200 $316,500 It has been assumed that one neighborhood shopping center will be built after the first 1500 residential units are sold, the second after 7500 units are sold. The village center will take three years to build, and will commence after 4000 units are completed. The Golf Course Club House will be built during the first years of the project. 58

,,J ',,"",;_./ '-" DOUGHERTY VALLEY- CON1RA COSTA COUNTY Estimate of Taxes and User Fees Generated to Local Agencies By New Residents in the Dougherty VaUcy 2. 3. l.b New Infrastructure Property Taxes (secured) - For taxes essociatcd with New Infrastructure, it is necessary to know that the County Assessor will increase the annual assessed value of the property by whatever amount is spent on new infrastructure which is not yet allocable to residential or _commercial units. For example, if the developer constructs a $1.0 million road which extends into project phases not yet under construction, those additional phases will have an increase in assessed value of $1.0 million. That increased value due to new infrastructure, will be taxed on the current rate of 1.0764%. In this analysis, it has been assumed that the developer will alw<1ys construct infrastructure one year ahead of the next year's housing at an average cost of $60,000 per unit. Note that [or the purposes of this illustrative financial analysis, all tax rates and assessments contained herein are incjuded for the purpose of estimating revenues and are not intended to be maximum levels. Current Property Taxes (unsecured) - Unsecured property taxes arc applied to non-residential uses only, and covers only personal property, such as furniture. For the purposes of this analysis, it has been assumed that unsecured property taxes are equal to 10% of the secured non-re~idential property tax and no inflation has been built into the analysis. Real Property Transfer Tax - Upon sale or transfer of real property, a transfer tax of $L!O per $1000 is assessed. This tax is applied to sales of new homes, as well as re-sales of existing homes. For this analysis, the value of houses is assumed to be $425,000 for detached units and $225,000 for attached units, for both new sales and re-sales. For resales, it has been assumed that after a four year lag, there is an annual transfer rate of one house every seven years. 4. 5. Sales Tax- The current sales tax rate in Contra Costa County is 8.25%. Of the total, 5.5% goes to the state, and 2.75% stays in the local economy. It should be noted that in November,!993, the voters approved the permanent extension of a hal[ cent sales tax for public protection. The Sales Tax is calculated based a per capita spending on taxable items. This analysis assumes the per capita expenditure is equal to $9,021. Special Assessments - The Dougherty Valley will have up to three special assessment Districts, a Police Services District, a Geological Hazard Abatement District and a special tax for the County Service Area. It has been assumed that a Police Service Zone will be developed under the County-wide P~6 district, and, as is common in the East County, and will have an annual assessment of $200 per residential parcel. Police services may also be funded through the CSA. Collection of the tax will commence upon occupancy of the housing units. The receipts will help to augment the costs of providing additional police services to the Dougherty Valley area. One or more GHADs will operate in the Dougherty Valley. Shapell's property is already within the Gale Ranch GHAD. Windemere's properly may annex to the Gale Ranch or some other existing GHAD or a new one may be formed. It has been assumed that the GHAD will be funded by an anticipated assessmet of $100 per parcel and will have an initial sinking fund large enough to bank-roll the first years of services. It is the intention of Shapell and Windernere to ensure an adequate sinking fund from which third party management of the GHAD would be possible. This will be achieved in a manner similar to whot is currently being done with Oakhurst in Clayton, where the developers arc responsible for the GHAD responsibilities until <1 ccrt<lin percent of each phase is complete, upon which time the formal GHAD m<jnagement will take over. 59

DOUGHERTY VALLEY- CONTRA COSTA COUNTY Estimate of Taxes and User Fees Generated to Local Agencies By New Residents in the Dougherty Valley The special tax for the CSA should not exceed $235 or.07% per household. This additional tax is required to offset the cost of providing extensive services in the unincorporated Dougherty Valley.. It should be noted that if the CSA provides police services, the amount of the CSA tax shall increase accordingly and the amount of the assumed P-6 tax will decrease. 9. Charges for Services - This category of revenues is based on a $11.29 per capita extrapolation using the County 1993-94 Budget. The per capita amount includes, Court Filing and Recorder Fees, Court Administrative Costs, Recording Fees, Health Inspection Fees, Library Services, and County Flood Control Services. Note that two other assessments have recently been charged to Contra Costa residents, a trail tax of $5.44 per household, and a flood control charge of approximately $16. These have not been considered for this analysis. 6. Licensetpermjtslfranchise Fees- This category is made up of two types of revenues, a per capita amount, and a construction fee based on the number of units built. The per capita fee of $.92 is based on a per capita extrapolation using the County 1993-94 Budget. The construction permit fee is based on information received from the Community Development Department. 7. Fines/forfeits/Penalties This category of revenues is based on a $.63 per capita extrapolation using the County 1993-94 Budget. 8. Intergovernmental Revenues - The majonty of intergovernmental revenues received by the County are either fixed fund, or matching fund programs. It cannot be assumed that these revenues increase by a per capita amount. In fact, it cannot be assumed that these revenues will increase due to additional population at all. The only intergovernmental revenues that have been assumed to increase on a per capita basis are Motor Vehicle In Lieu Taxes, Realignment Aid from the state and Highway Users Taxes. It has been assumed that these revenues will increase at 20% of the per capita rate, with the exception of Motor Vehicle Fees which are assumed to increase ut 75% of the per capita rate. I ~

~~~;::;::~ 5;~~~...... ~ ~~ oi... ~:t~::i~...... o.i 8 ~ 8.., ~ ~ li~'iiti""~ 0. - -,-... ~~.~~l~~ 1~~&:.2~...; -..; 8~~~:35~ E~~ ~...:~.....; s~ooooe ~ 8 t 0 0

Dougherty Valley - Contra Costa County Estimate of Taxes and User Fees Generated to Local Agencies by New Residents of the Dougherty Valley ($000's) 1. CUAAENT PAOP ATY TAXES (SECUAED)- A SID NTIAL & COMM ACIAL ',,., "" ' " " " " 100'7,,,,. - " " " " " " 1001 100) 100l AV of!'fon-tumo~r tue!l! Dcud.ed Ulllu 0 U.71 701,56l 971.7S6 U.H.IOJ 1.516,019 1,7!6,306 1,0&6,1.H 1,197,7S2 2.~12,9~ l,.s.ci,1).4 1,764,031 ),019,Ml l,z1l,%3 ).S50,1~) 1,1S3,361 ~.119.~7..l,.s+o4.016 An.aebad Unltl 0 3)9,16-(..,6,139 61..1.059 113,TH U5,011 91!,7.t)!,Oo47,o409 I,IIO,ll3 1,119,193 1,170,193 1,371,291 1,44),660 1,122,460 1,611,,16 l,7l1,"9 1,170,119 NeltthbofboOd Coaulltrcl l 0 ''' 9$.00" u.m 16,939 17,320 17,129 lt,l69 )9,)09 ofo,l.sl 41,160 41,3-40 d,492..., 46.025 47,412 48,111 -'0,431 H,O&.c MtJ~.edUIICI 95.00 0 32.HJ M.77~ 69,7~1 16,1(1 w.m 83,072 16,1f1 90,610,..,121 91,970 103,-40"3 101,036 112.111 117,939 OolfCou"" 9S.OO 7,961 1,131 UH UIO t,711 1,9 11 9,1U 9,.4 45 9,711 10,001 10,316 10,6-43 10,911 11,H3 II,Tll ll.lo«club HQI.lliO 100.00 3,169 ~.:m l,191 3,363 MXI 3,499 l,7u 3,717 l,ul,,.., ~.019 ~.UI 4,265 t... l 0 0 0 0 I;O'H,S.O) uoun 1,'~62,166 1,391,646 l,tiof,si1 l,iu,769 3.~77,611 ' l.660,73of ' "" l,16l,6ls.t,ul,1&4 of,h3,91q ".m.wt ' S,23S.~24 S,649,1S7 6,107,371 6,600,621 6V oftumovet?ltttlt Df;uebo4 ODiu 0 14.29 11<1,671 11!,l16 122,601 273,071 311.796 3TI.7kl 419,296 444,$69.t71.9tt 5U,2U S66,\H 6ll,9)4 667,:wi 7lS,7)..( m,rro Ul,V6 Att.tcbc.d Unitt 0 U.29. 59,490 13,9~7 J01,9.S7 137,961 H9,1SS 176.~B 19!,131 WS,OSl 11t,l96 1l1,M7 237,017 m.oll 2!1,101 l<l1,... llo,jn HS,699 Ndthbofbood Camtaen::bl 0 5.00"... m 1.021 1,067 1.129 2,329 l,of).f 1,651 2.7'71 1,903 3,0}4 3,170 3,3U 3,.«2 5,-«3 S,6U 6,211 6,491 6,7t4 7.0t9 7,401 7,741. 1,019 l,d4 a,t34 9,DI M!J.toc~ u.- S.OO" 1,590 :u:n OolfCourM ~_~,, Club H.:u1101 0.00. 0 0 0 0 0 0 ' "" '... '" ',., ' '" '" '" 0 0 0 0 0 0 0 0 T""l 117,0tl 260,490 3H,419 417,9U <1&1,311 ~61.941 6l0,127 6j9, Ill 101,m 763,037 04,0:22 197,199 967,191 1.046,111 l.ll3,4m l,2i7,4s9 ' Ntw Auettoed 'Y'olue t>etacbed Uftlu 0 $(15,00) tlj,,, 166,,..7 l4l,mi 1H,S9l 711,244 219,706 269,535 :1-«.071 271.0'21 l&t.21<1 <11,901 49,659 147,7,So4 IU,lU l49,s U 17l,'T24 tt9,9h 212,11'0 117,7~ Atuoebeod Ulliu 0 SW,OO>!6,00> U,llt 12S,5S6 1)2,(19 145,%4 lof2,151 161,-«t 101,().1..4 61,19<' 49,tt1 l0,749 H,591,So4,9<C7 60,210 1:2,911 ll,691 46.<113 57,061 '10,06< 39,46ool ' Ndcbborboo<l Ccma:ltrcbl 0 16,380 2U11 MixedUilfl '",,., )0,431 )1,1100 B,Dl OolfCw..., rum 7,863 Club""* Ull 1.vn t... l 161,375 ljl,)61 396,4)0 ~ll,.su <1}6.009 65,096 ~)().9U J.ol~.l!5 lm.><o ll4,0js 13,650 B,2S2 145.~93 172,462 19l.~IS 236,365 169,931 1t7.tl0 ~3.3U Aueued Value~ ot f!m2!!) Deucbed Unitt 0 $-IU,COO tl5,37s 294,429,..3,976 110,441 l,lii,~m \,H3.2U u~t+t~ 1,00,161 1,186,123 2,621,1~1 1,739,9-19 1,907,212 ),161,476 ),<164,601 ),7+4,729 4,06C,6ll 4,407,«0 <1,79!,965 $,197,413 J,«l-6,235 Atuehed uruu c sw.ooo!6,000 12l,Sott 2j(),S;17 3U.0.7 S4-4,7U 70VH 1,011.2~ 1.11!.411 1,191.011 1,~69,9!9 1,341.979 1,451,6}6 1,561,470 1,651.2~5 1,741,176 1,156,914 1,9UJU 2,139,021 2.26S,lU ~ 64 Nt.tabbo:>rho<>d Commcf"lil o 0 17,117 17,Hl 17,11~ 1&,197 18,7.'10..0.~61 ~1,538 ~2.51!0 H,694 4-4,114 -«S,lSI 47. 91 d,91t SO,oi-H 51,051 5].151.SS,S#I Ml od uw '"" 0 31,391 61,910 71,911 " 75,19~ 7US2 U,061 15,729!9,563 93,510 91,158 102,\36 106,711 111.492 116,419 121.112 127,170 Ool! Cot.>rte S7.1M 0 1,116 1,)91 U79 I, ill 9.13) 9,(!1 9,1ofi 10,029 10,329 10,646 10,911 II,H9 11,116 12,113 12.m 12,975 4,1&1 4,265 a... b Nou~o~~ Ull 0 ],107 3,169 3,132 3.297 3,363 1,4)0 ' "99 l,s69!,6<0 3,113 3,7!1 3,!6),,.., ~.019 ' "" t... l t&t.m 416,970 79oUD 1,226,936 I,7U,63S 2,:23<1,13? 2,7ll.269 1,161,7~9 ),619,376 1,962,746 4,11U6l 4.~3.119 <1,161,&f/ 5,191,414 5,560,4So4 S,9'n,9U 6,4-0,0&6 6.96UOI 7,521,675 7,171,47} "" "" ' THIS ESTIMATE IS 8ASE0 01'1 ASSUMED UNIT ABSO!ti'TIOI'I, SALES. f'opula T10N AND PHASING. If THESE FACTORS CHAHOE, THE A!lOVE INPORMATION "1ll. VAJI.Y ACCOitOINOLY I 62

~ Dougherty Valley- Contra Costa County Estimate of Taxes and User Fees Generated to Local Agencies by New Residents of the Dougherty Valley ($000's) f. CURRENT PROPERTY TAXES (SE.CUR 0)- RE.S/OE.NTIAL & COMMFERCIAL Aueued V1lue O:M1tUnl Oolltn Oe~hc.d Un!ll An.ehe4 UnJu Nd1bborbood CommtR:III Mlu4U110 OolfCoutM 0\lb HouM T<>UI "" 12.5,313 " "" 0 0 0 0 161.375 '."m ' lu.lo' m.9l6 117,rn 1JI,6d 0 0 0 0 0 0 0 0 400,<n3 73-Uil '.,., '"" il0.4&6 9~.103 \,!1I,OS9 U4.9'13.U$.627 111,1~ U.ll7 14,\MJ 14,691 0 lu il ~.6)9 7,173 7,0S2 ' "" 2,161 2,6.17 ' "" 1.090,"1~1 1.409.097 1.1)6,311 " 1.379,.1.51 699,004 14,<160 S6,U9 6.'kl l.!59,hl ' "" 2002 200< " " lw1 2001 2009 USHJ-4 1.1<4}.}17 1.~6.XIl 1,&6<1,523 LUl,-470 1.974,6-19 l,oiki.750 2.16l,.I.U 2.~.719 769,1JO 112,1<1 8-41,711 U7.'H9 f76.271 90?,931 9-41,9$2 95J,.Hl 966.924 l<l,l.l.l 19,M2 29,U.f U,7Mo li,ju 21,0}<1 27,717 1U29 21,161 57,!~2 SJ.)<n $7,6~S 57.916 51,119 31,«-i $t,711 SI.H! S9,l.n 6,119 6,746 6,662 6.St.S 6,SU 6,~jj 6,39o4 6.J.4l 6.296 2J~ l,s06 l.~h 2,411 1,365 Ul9 2.17~ U3t l.ju 2..o2.669 1.65].9.:.0 1.7M.!73 U!B,I59 2,660.1!1 2.977.UJ,,117,129 ),111.01.0 ).3!6,~1 " loll loll loll " l.j.h,jh 2,41J:l,067 1.565.619 991,4s.4 1.020,U~ I,OH.UJ 26.913 26,722 lld)) S9,n7 $9,!(13 60.0WI 6,US 6.219 6,!!1 1,146 2,105 3,439. n ).57$,799 ),711>.)66 ' "" loll 2..s66.019 \,O'U,I99 26.)6} 60,360 6.!S9 l.o:ja ).736.1~ Pwm Tu Rll!u o c-ty-widoitu BART fut &.y ltqi<imi Ptrb Su R.amoo WM l'uto:bim Sola JUa:IOQ U.UnoO BOH a.. R.om0011 umn..s 91-Dbt Tou.l A.rooal Tu: J.a~.t ~ 14 Comm P~rtr TtUI I.COOlS 0.0'251" O.OO'US 0.0066S O.OOIU O.OJj()S 1.17764S l.o:x:.)l O.Ol.SU 0,0074!. 0.00661. 0.00161 ~.o)~s L076ollli.st;n7 I.OCOOJ I.((O)J O.OlSU O.Ol.SI S 0.0074 0.007~" O.OOIU O.OOIU om X~ om~ 1.069110 1.069t.. $4;'l:t9 I " I.OCOOS I.OOOOS I.OCO:JS O.Ol.SU 0.007~" 0.007~" 0.0014" 0,0)50" O.D350S O.D3SOS IJ>61l!. t.o.ll4s 1.0424"....... ---Sti';6.51 $1$,.314 li9.ul LOCOOS 0.007~" l.0014ji. $11,"15, I.OOJOl' u;ooo,; l.oooo:ji l.oo:::oos l.ooxll' I.OIXlOJI. 1.0000 l.ooxll'!.oooos 0.0074J; 0.0074" 0.0074S 0,0074" 0.0074S. 0.0074" 0.00"14" 0.0074lli O.OO'US 1.0074!.0014" l.0014s 1.0074S 1.0074 1.0074S 1.0014S 1.oou:r; 1.0074S...... )-- nj;4;t $:24,~ $26,716 11J.Ooll SU.l90 t2u13 :Ul.J.41 :-:~;-~ ;" :_, I 1.0000 ux.oos I.OOXlJI. 0.00"14" O.OO~l 0.00141. 1.0074S 1.0074S!.0074S $~).~-~ $~-.023 I - m.,9 t.ooooji. 0.0074S 1.0014" tn.t.n f. CURRFENT PROPERTY TAXES (SFECUR 0)- NE:W INFRASTRUCTURE. Tout Pe~dwd UIIJU Toul Atuebool U.Ut. Toll! Anlw.ll Ulliu U...~ftla~Gtll:l Wnlllnlr:t\lrf 0 J>topOrt)' Tu ~tau 1'4'"" Wn. l'ropcny Tn~ "" 1m "" '" "0 "" "" $.62.160 1.0'76-t:r; 1.0691.... ' 1999 "" = 2001 m '" '" 1,036 1.00 1,093 LO~ "" S6Uk"> $6l,j&0 $63,14(1 ~2.2!0 l.069tji. 1.0611S I.Ooll~%- I.0-124% -_.-,;-~. " I...... '..,..,,.,, 1001 m l.oji '" S.OS,I20 1.00"1.!l 2002 " " " =,., " 7l DO "" "0 '" ".. ' '" lsi m om " " '" '" 2009 2010 loll,.,,., '" " " "" "" S2~.~ s~.l&a S9.~ $20.~ S2J.I20 $14,700 Sl6, 140 $19.3!(1 1.0014J, l OO(S 1.00'7410 1.007~'1'; t.001~!l 1.0074'l 1.0014'10 1.0074!l 1.00141.. "' ' L.! 9l,.,,;,-. $2-40 $\41 -~-~-:~~_!_63 :~ -- _$_!~1 - loll " " '-" m m '" ' m '" '" $11,~20 121.l~ " ' 1.0074,_ 1.o:m!l!.0074S $216 10 "" ~.}'!. loll " " 1.0014, THIS E.STtMAT!! IS BAUD ON ASSUMED UNIT ABSORPTION. SALES. POPUU..Tl0!-1 Al'D PHAS!NO, ff THESE FACTORS CHANOE. THE A80VE INFORMATION WILL YARY ACCORDU'<OLY 6)

Dougherty Valley- Contra Costa County Estimate of Taxes and User Fees Generated to Local Agencies by New Residents of the Dougherty Valley ($000's) 2. CURRENT PROPERTY TAXES (UNSECURED) Squ.lre Pee~ Coartnoctc4 - Nclrhboftlood Commoreltl uo,ooo loused Uw.,.,000 OoUCovnc Oolf O>urM Clllbbou 21.71.0 ' "" IW7 "",,000 21,780,,.. 133,m " m.m 2001 2002 lool 200< m.:m is. '"" " 2001 '''" " 2010 loll 2012 loll " l<lll ToUI Am:111.1\ Sq PI $71,780 0 0 96,710 Ill,))) ll3,hj UUH 0 0 1S,OXI 0 0 0 0 0 0 0 0 0 0 6 ToU.I CUmulttl e )qui,. Peet 0 0 M,7kl llo,ju )6),«7 ~%.7!1) ~'H..i!(l ~%.780,71,7110 S71,710 571,780 571,710 S7\,7to S7t,710 S7!,71!() 571,780 S71,7to ~71,7$0 57L710 S1t,1110 J>ropetty V lu.e. ($000't) - Nel1bbmbood Commef'l:lll 0 1100.00 so so Ml~e.d Utoe 0 mo.oo so so -aotrc- - Ootr c-ctllbbcou 0 U2'.00 so ToUJ ~IJ"rop8ny Vtlu. so so Tctal Cua»>l Uw l'ropclny Vahoo so Commcn:lll Property 't"ue1 so so U.uet~ PToputy T ~ 0 ' IO.OOJ I,;, li\.. so SU,(IC(l so $2,123 " "" S2of,92J S24,91l S267 L\.,;; I so 126,647 so 126,667 s~uu 1Hl '" so 1~6,667 $26,661 $0 11S,Q(X') so so so so so 126,667 116,661 so.., 1--" _'; '1109 tti,q(x') $7t,l.S6 S!Ooi,923 S\()(,923 Slo-t,91J $!19,923 Sll' 11.09of S\,0~7 11.057 11,201 " 1to& t: - :m.t $0 $0 so so $0 so so so so so so so $0 $0 so so so so $0 so so $0 so so so so so so $0 so so S.tlf,9V 1119,923 1119,921 1119,923 1119,91l 1119,923 Stt9,923 1119,923 111~.923 1119.9'21 1119,911 11,20! Sl,:20t $1,20t 11,201 11,201 St,20t $1,2()1 S\,208 suoa S\,201 S\,101 Slli.. 'Sl11 $111 1121 1111 I. $111 I $I'll St1t I. Si11 tilt [::=?:::,_:::::s~ 3. REAL PROPERTY TRANSFER TAX ToUt DeuebDd Uftltl f()ll\ An..ebe4 uruu ToU\ Almllal UlliU Total Jto-..,to Ulllitl (Dc1Aebe4) 0 Toll! Jle~... le Uolta (Atu.e~) 0 Total..,._..! Uo.IUTftfttfe!W ToUI Anau.t Va!UII (Dctac.bt.d) 0 Tout A.mwoal Vth.- (An.<=~ 0 ToUI Jte-S.k! Vai\WO (lk1ad1ed) Toll! ~c-s.\c VIIIMl (DeUthe4) J.(,19S l.t.29s S4V,OCO S22S,OIXI ' '" I&> $12.1,37$ 1l6,(1C(l 1,., '" ',., SU9,37S U2,1lS "" lll 1036 1,036 S11l,IU 111of.'l7S S.C'lS,CXXl so SW,OOO so $l.l. :. $111 :.:un Itt -' ru Tu. 0 Jl.l I. SOl ' I "I. A~,t'':'.'::j~ fu Tu 0,,.. " 1,00 S21),9'1S $116,100 so 137<1 100) 200< " m '" '" "" 210 "" 1031 ' '" ' 670... l11 ",. " ' '" ' 2000 2001 1093 1,1~& 1,22$ \,3H \,220 1.29-4 s:m,l15 snv?s 1206.9'11 Si79.3510 S\9S,.SOO 1122.400 111~.075 1123,975 n~.251:l $.-47,250 $9,714 S)J,!Ij S61,900 194.2~ 1127,1S7 $9.~82 S21.fJ6 Slt,~l! BUSO S72.996 "" Btl "" ' S267 - $21! ~S9\ $1ll:p ''1>_\16$ l moj '''" """., ' " 371.,, 2010 loll loll loll 201< loll '" " 210 l1l l3l '" " '" 102 120 I",., m 611 " '" 2001 1000 11 '".. " "... " '" '" '" '"... ' '" \,Ill 1.016 1.19-4 l,of7s I,Sll I.~H 1,~9')1 ' "" 1.693 1,7+4 1.~90 Sll0.500 $21,625 130,600 $11,12.1 u~.sso 110.750 $19,250 191,9'2$ 1100,721 $91,600 $1,700 nuts $!9.100 :1:20,700 $32,0:'1 S3l,97S SI1,J7j 1n.zn :t11,9so SV,(OO H1.7V S\7,100 $151,0)9 1191,49l $1U,S19 t22of,11'9 snl,lls S231,661 $2-'of,lSof 1211.9% $162,1M $265,504 $269.016 $90,179 Sl06,2J2 $119,796 $l:j.i,si2 SH2,939 $1~~.029 $1~7.~) 11Sl,931 Sl6t,839 1!67,946 1174,696 -SHI nn $-;51 $102-1131 '" '" ----sm $l11j "".. "".- 11-40 $!~3 ":.- 121 S3_U! Sofl~!. 1.m\ smt _Mg; 'I I - >ml,... ~~ -.. - -- -- --- --~ -....., ~.-rnttnn.iolv 64

~;_: _; Dougherty Valley - Contra Costa County Estimate of Taxes and User Fees Generated to Local Agencies by New Residents of the Dougherty Valley ($000's) 4. SALES TAX Total Detf.elled UQJtl Total Alb<:t.o.d Unlu Total A.Qalul Unlit Twl Popal.tlloe 0 2.l Toul Cumvllll Popuhi\QII Ptt CtplU s,.e&dltji 011 Tt:uble Ooodt $9,021 Tu o.:.-.te<ito local A&eMI4t l.7,~ Jll; Tu ~IKrttt<iln Sit 25.00'1 llt Tu ~ UlliDeorporr.l84 Couney- \0.00'1 1 Tu Od!et c.ltlet loeouoty 31..10'1 I" Tu- Citkt O!Uidt Couaty Jl.-'Oj( 5. SPECIAL ASSESSMENTS Tot.! ~taebed Unlh Toul Atb.d..S Ulliu Tot.tl A=m-11 Ulliu ToUI Daubtlvt UlllUI J>olltt lleolco Zooo ''" 0 OHAOO SR ddltioa.al ptn:tl tu '"" " "" "" 1.,.,, 1,114 1.174 SXI,\' S56,3$l...,.., SU!O.,..,, Sll.~93 I, 1H4 '" "" 100 '"... '"" ' "" l<o \,0)6 ' ' ' 2,901 6,2.47.. I-. s;=~~ "" '" ' "" 1991 '" ' '",., l.oj6 1.19S l.1ji ::: ' $120 "" ' "" "" I " " ".., '" '" "" 2.9H ' " ' "" lm,., lti I <,.:: ~-- 1,00 um I,O.s-1 1,031 9,!67 12.1.2t IS. \19 1~.ou sn.m SilO. XI~ Sll6.9"2t 116).\47 12.11....,,..,, U,766 $4,417 '"". '.,,;,...,,,.. '~ -Sl69 " suo SD7 1!61 ' SHt '"" ' "" lm 2000 2001 2002 m '" '" m 1.00 L09J I.O>t I. OJI '" ),114-4,367 5,41\ 6.4~9. ~~s...,, St.O~ s1.m sm $711 SI,OU ' u.:m "" Sl,H\ "" 2000 " m " " """ 7l " """,.., " lro " "" ' 1<9 " ' '.. 1«I> I IH 16< " " " '",.,,., 2,106 1.116 1,145 "" <21 m 1.112 '" 20.191 22.067 2).112 2-1.100 26,111 26,&7~ 11.628 " "" " "" SUl.ut St99,06S S209.l9S Sltl.260 Slli..WZ 1126.211 1236.246 S142.4)ot 1249,219 u;n1 $6,~91 - $6,667 " "..;, ' "" I :sm.. ' 1. ;,... I...,., S1i7 ~"" ' ",,..,.,.., "" " lmi "" ' "" "" sm ~$761 ' " ' U!O,..I "" UtO "" ' ' " "" ' "" $5,{(19 $5.-474 $.5,751 S5,14.S " "' " = 2001 2010 2011 n " 190 210 ' ' " ' Ill 16< " " ' "" 1,9$6 '" 9,3$) '1.~91 '" 9,&.61 ' "" $93j "" "" " ".. 200< <21 ))() 210 I" m 7.211 7,U! 1.290 ' R.+U " I«I!I -- St..Ul SI.5'Hi sum Sl,6t9 $1,71.1 Sl,'1'}1 1t,t71 $1,921).sr.m m1 1711 I $119... SL69tl S1,156.S\,9$2 Sl.9U nom " $2,109!2,:203 $2,260 $.2.32-4 " " " 102 '" 120 I <I l7>.,. um 1.0" 2Ull 29,S32 YU76 W1.JI7!266.'05 $VS.SU $7,07l $1,316 t7.h.s tt.t>u ' : $666..., i....,.,..,. ""!137 "" "" "" san ' "" "" " 2012 201< 2J2 102 120 I< I m 10.190 10.~1 l0.9w sz.on n.ioo $2,114 SI.0\9 S\,05S $1,0'11 $l,4m $1.,j71. " " ",; I 21< ' "" sm.~7 WI " '' 201> 1:!., li.(xx) Sl.:lOO $1,100.o,no 6. LICENS /PERMITSIFRANCH/SE FEES Toul Df-liCbed UnlU Tot.l Attubcd Uruu Total A,_.l Uolt1 Tout a-ubll'l'll Unlu Toul a..tulolhe POflUIItloo 0 2.1 Conotn>etlc>ol rermlu 0 UecnKI A r'noo::bloo l'uo@ I I 1,174 SJ..'kXl I SI.SOl $0.'11. " '...,., lll 1.036 '" 1,195 l.lji ),).16 6,147... --tl--~2 S1,419 " " m """ '" '" '" "" '" 1990 2000 2001.., 1,0<() 1.09) t.o.s-1 1.031 J,l74 4,J67 5,-421 6.459 9,167 12.211 15.179 t&,oh. tj,+tl 13.601 $),471 1),425 u m '" '" - 2001 2010 " " """ """ n 20l " 190 ' " " l<o "" '".. 1«I> I m IH 16< " J97 " '" "" " 7.211 7,111 1.190 t,u) I.W7 '" 1.9~6 9,3H 9,591 9,&67 XU91 22.067 23.212 23.MO 1~.100 U,!U 26.17~ l7,62t " "" S2.H2 Sl.lll SI.HO SSOl Sl,IH SU!O I sua >21 "" rn " '" ' '" '" <22,., THIS ESTIMATE IS BASED ON ASSUMED VHrT ABSORJ'TlON, SALES. I'OrVLATlON AND I'HAS!NO:!1' THE'.SE f'acto'rs CHAI'Ol!:. THI! ABOVE!Nf'ORMATJON VofiLI.. VARY ACCQRDIJ'IOL Y " " 2012 m 102 120 I< I m 10,190 \O,S<\7 10.920 21,H2 29,S32 :10.576 $1,066 Sl.178 $1,1Jl '" " ' "., tum "" "" 65

Dougherty Valley- Contra Costa County Estimate of Taxes and User Fees Generated to Local Agencies by New Residents of the Dougherty Valley ($GOO's) 7. FINES/FORFEITS/PENALTIES Tot.! [)euebed Ualb Toul.A.tueboll Ualu Toul ~I Uflltl TouiC\!UIIdtU.,. UIIJU Tout CUmulctlvt Poplll.tlloa. 0 l.l PlaufPorfelhi'Pcult1c 0 $0.6),.,.... 195 1.,., 1,274 8. INTERGOVERNMENTAL REVENUES Totil Dcucbe4 U.uu f(ic.tl Atuoebe4 Uo.iu Total Ami!Y.I UlliU Total Onn l tlw Ulltu Tolal CUmuliUw Popul:aUOG 0 2.1 Mctor Vu.kle 1:&-11<'11 Itt t29.o4l Rc- lipmeottrtjuftrto $11.96 HICbw"J' Utcn Ta.lUII 0. 110.1.$ - 1996.. '",.,., 1,2'1-t.m.,, : ;'~;~ "",.,,.. 1,006..., I,IJ5 1,231 6,2<47 ' I ';:, y... 1990,.. '" )65 111 1,0)6 1,195 2,231,,,.. 6,241 ' _.:-.;,,,., :, m -- :-'ttt:4 bst::::_ n:.;;. 1::'<.. :,_..., ' cui....... 1.on '" 3.174 9,161 ' 116 1,04),,274 9,161 17111 ''.:;: Stio ;.. 2000 1001 100) "' m,.. m ',.,,., 1,093 l,os-4 1,031 o4,)67 5,421 6,.(59 7,211 12,221 U,179 lt.ou 20,191... $!~ _.-.Ls11 -~$13 - looo 1003 5" "' 5<1 m,.. m '" Jll 1,093 1,0>4 \,031 1J1 "" 4,3<i1.5,42\ 6,.39 1,111 ll,:nt H,l19 tt.ou 20,191 -$)60,.., :. 139>1 ' I "" $163 "" SUl 1216 '. _:..;_,.,.; ::. : : ;' $219 " "'.. " - 1005 2000...,.. 110 " " 1<4 "" 610..., 1009......,.. '" " "" 110 1<5 " " 7,UI 1,190 1,4d 1,607 a,9s6 9,)5) 9,.591 9,a61 11.(>61 23,112 14,100 26,tU 26,17<1 17,621 " "" " "" ~::::'. ~,.. I _1, J _. ; Sij._c' - :_~ -m. _.:i_st6 111 I 111 71 "' 105 "" ",.. 110 ' " '".. 91..., "" '"...,.. '" 200< 1005 1006 '1001 1.811 l,m 1.«) 12,061 ll.211 _ " "" ' "" 20>0 2011 210 ' )),., " l,lls4 ll,)$) 9,19$ 9,161 l<!,ioo l6,1u 26,114 27,6U " "" 1'131. sm " ' "" " :'"" '.. _.,.,,.:.".'-<'.' tlll 1>11 "" "" "" '"" ' L ru'. 1~ L,;, I;.,,, ''$:!!1.f 1,;1 " 2011 '" " 101 110 10,190 10547 28,H2 2'il,.!l31 1011 111 Lt 1,. -.. _--- >01 " "" m IOY;JO:I IO,.S.H 21,3)2 29.H2 I 1... I, - - -,.., I -.,, "!_._:_ " 201! "", J1) " \0,920 11,000 JO,H6 " _ :_::..:_ $19.-.r..., 201! " ' " m.. 10,920 11,(0) Xl,H6 -. 1.... _.. - " " - "" "" 1.-i,,. "" 9. CHARGES FOR SERVICES/MISCELLANEOUS Toul Oet.ached Ur~!U T~t&t Atuehed Ull.lu Toul Aa!NI.I Ulllt T(I(A! a-~abuv. Urdu Tout C\lmubt\WI Popoll tln 0 2.1 Counf)'t.:'lulflufor5ervleu $11.29 ' '",.,., 1,274 ;;, ' "" 515 '",., 1,036 130 I L;,., ' m 1,043 '" 3,71<1 1,19$ 1,231 6,247 9,167.' ;, $1Q-3_,,.... '" m '" '" "" )(00 2001 2001 lool 1,093 \,05--' I.OH 4,36? 3.~21 6.~S9 1,111 12,218!5.\19 II.OI.S 20,11ll ' --sna Sl7! 1,.,. 1m " "" ' " 610 i,ui ' ""... ) 21,061 2l.212 " "" " 200> 2000 '1001 71,.. ' 1009 2010 2011 110 '"........... " 5<9 '",., " " " '" '-"" US6 ll,)s) 9.~118 9,167 $249 "" 24,100 $267 1172 " "" 26,1U 26,!74 17.621 "" /.,:,. li '"" ~J;~ " 2011 1J1 101 120 m 10.190 IO,>ti 21,532 29,$)2 nm: E5TlMAT1! IS BASE!P ON ASSUMED UNIT AMO!U'TIOH. SALES. I'O!'ULo..TlOH AND PHASll'IO, IPTHESE FACTORS CHAHOE, THE ABOVE INYOR.MATION )I.IU.L VAltY ACCOIIDINOL Y ' 1-'. m " " m "., 10,920 11,000 30.576 )0,000,., -:s~-~ I ~ 66

DOUGHERTY VALLEY- CONTRA COSTA COUNTY Allocation of Taxes and Fees The taxes and fees which will be generated by the residents of the Dougherty Valley are allocated among the different agencies as specified below: 1. Current Property Taxes (secured) - As mentioned above, current property taxes consist of two parts, the 1% County Tax, and the.0764 of additional taxes for bonded indebtedness: 1% County Property Tax- The 1% County Property Tax is allocated based on a parcel's Tax Rate Area (TRA). Each parcel in the County is located in a Tax Rate Area, and the 1% tax is allocated according to that area's allocation. As can be seen in Exhibit A-5 in the column entitled "weighted average", the 1992-1993 allocation in the Dougherty Valley includes over 33% of the 1% property tax, going to the County General Fund, and over 48% going to local schools. These percentages are much higher than found in other urbanized areas. For example, as can be seen in Exhibit A-4, in the example TRA for Danville, only 24% of the 1% tax goes to the County General Fund, and only 36% goes to local schools (over 8.3% goes to the City of Danville for use in their General Fund).. The County's overall percentage of property taxes for the General Fund for the tax year 1992-93 was equal to approximately 22%, An adjustment has been required to reduce the tax rates for the!993-94 tax year. This adjustment is caused by the state during 1993 shifting, $2.6 billion in property tax revenues from the Counties, Cities and Special District to a Educational Revenue Augmentation Fund. When the results are finalized, this section of the report will need to be updated. At this time, it has been estimated that the allocation to the County General Fund will be reduced by 50%. receiving funds from the Dougherty Valley will give up a set amount that is in accordance with the existing master agreements with EBMUD and Central Sanitary. In this document, it is assumed that regardless of who is providing the service (i.e. for water it could be EBMUD or Dublin San Ramon Services District), the new service provider will receive a portion of the property taxes. In addition, it is assumed that the County Generai Fund designate a portion of its current tax allocation to the City of San Ramon. In this document, it is assumed that the County General Fund will allocate approximately 4.0% of their current property taxes to the City. This leaves the County General Fund with over 12.5% of the total and education will receive over 63%.. Again, please note that the exact percentage to be transferred has not yet been determined, but that 4.0% to the City is the amount chosen for this analysis. Please refer to Appendix A-5, the column entitled "Adjusted Percentages" for details. Taxes for Bonded Indebtedness- The Taxes currently existing for the Dougherty Valley are as follows: ' BART.0258% East Bay Regional Parks.0074% SR - Lease Purchase.0066% SR Unified BON.0016% SR Unified 91-Dbt.0350% Total Sup Tax.0764% A.!! of these taxes, with the exception of the East Bay Regional Parks tax, expire during the 20 year build out. As can be seen in the detailed calculations, this documr J!( '"t' 1 lects the various expiration dates. In order to fund water and sewer service in the Dougherty VaHey, property taxes will be allocated to those servicing agencies. As annexation occurs to the new service provider, each existing <~gcncy \)

J DOUGHERTY VALLEY- CONTRA COSTA COUNTY Allocation of Taxes and Fees 2. 3. 4. Current Property Taxes (unsecured) The unsecured property taxes are allocated in the same manner as the secured property taxes. Real Property Transfer Tax 50% of the Real Property Transfer Tax is allocated to the County General Fund and 50% is allocated to the City of San Ramon. Sales Tax As mentioned above, the current sales tax rate in Contra Costa County is 8.25%, 2.75% of which remains in the local economy. Of the 2.75%, 1.75% is split between the County Transportation Fund (.25%), the BART Transit District (.50%), and the Contra Costa Transportation Authority Transit District (.50%) and the new Proposition 172 police protection fund. It has been assumed that similar to the recent extension of the BART tax, the County Transportation Tax and the CCT A tax will be extended and remain in place during the build out period. 6. 7. 8. maintenance. Each district will receive the total receipts generated, however each will be managed by the City of San Ramon or by the Dougherty Valley County Service Area. License/Permits/Franchise Fees - The County Land Development Fund receives all of the fees generated from Construction Permits. Of the remaining revenues included herein, 100% goes to the County General Fund. Fines{forfeits(Penalties- Based on the 1993-94 County Budget, revenues reoected herein are allocated 100% to the County General Fund. Intergovernmental Revenues- 100% of the Motor Vehicle In-Lieu Fees and the Re-alignment Transfers are allocated to the County General Fund. The County Road Funds receives 100% of the Highway Users Taxes. Of the 1% remaining, this analysis assumes that the majority of it is spent in neighboring communities and not in the unincorporated Dougherty Valley. It has been assumed that after retail starts being constructed in the Dougherty Valley, 10% of the Disposable Income being spcnt on taxable items, will be spent in the unincorporated area, 25% will be spent in San Ramon and 65% will be spent in neighboring communities. 9. Charges for Services- Based on the 1993-94 County Budget, 97.82% of these revenues included herein are allocated to the County General Fund. and 2.18% are allocated to the County Library Fund. -For calculation purposes, it must be noted that th~ County General Fund is allocated all of the 1% sales tax earned on taxable goods bought in unincorporated areas. For goods bought in neighboring municipalities, the County General Fund receives only 2.5% oft he 1%. and the neighboring municipalities receive 97.5% of that 1%. 5. Special Assessments. As mentioned above, there will be three special assessments in the Dougherty Valley area, one for extended police services, one for the GHAD and one for additional operation and 68

Dougherty Valley - Contra Costa County Tax and Fee Allocation ($000's) 1. 1% PROPERTY TAX ALLOCATION (Residential, Commercial, New lnlrastructure) COUNTY O!!NERAli"U'ND CiTY OP SAN RAMON COUIII)'Ubnl)' a: 111:106 Com.rol CG W atu Ateney SUI bm001 Valley PI!'$ C'C Jte-IUI Coa..:,...\loo CCC Mo.qulto At>l~ Al mo U.f yen Canetal)' DART &y Area Air M.uo.otenw:Dl But &y lt.etioftll Plrt. c-ry Sup.kbool San bet" Ulllr.ed Co. Co. Coatmllllky Collq El'lMUDIWI!o!t """"ldcr Ccatrt.l.!.aa I Se-t~~ ~u-1 1\ov- Auc l'\im Tou.l c-ty I" Tu AU~ lloil ll.~t:r; < A.CCXX:O" uaosn o,t93ta O.OU3U :i_o;~u1 o.otwa.--"o.m611 0,09-441.... 0.11320, 2.1714ll' 2.1tal9l,7,«)971",,~.,, t,too:xlj ::'-3.2(1(XX) 16.100>41" ioo:oo, ToW 1m lm S62,lSI 159) Sl9,6l7 "" $9,131 m ' $9-U.... Sl19 s..tt;ni "... '"" " su so,.,1;161 " I" ll.. &U.Ut $10,'?04 $U3,6S1 S:2l,lot " '" S2,920 111 ".. Sill.., " SIOI $1,731 " Silt ' ",,.. Ill $U,?IO u.u "" $12,419 m $190,9U $1,0.51 ~.6SI 2001 "" ' = $1,011 $1,4!10 Si,%1 u.~h $319 SilO 1111 '"" "" S2U "" $)51 Sl.. "" $l,is9 $1,536 ' " $1,9().( " 12 Sl " S27 " '".., II Ill,.,...!91 $113 '",,. 117 Ill >m sm S5JJ $1]4 "" "" ""... $2.9t2 ~.l26 B.n1 17,!03,..,, sm $!,0!7 Sl4l,,.. ",,., ' 11.339 "" Sl.~l '"" n.m " $1,190 " n.m Sll,S63 \ SIS,,n 1--:-. su.m - 2002 200) 200< 1001 1010 1011 1012 11,!22 Sl.!17 Sl. 27 '"" SU76 " $3,621 13.639 '''" S3,14l $<1,010 S-4,132 $<1,111 $<1,<1)1 1182 sm $\,0?1 11,111 SI,IJI 11,!32 $\,201 11,2Sl $1,19! Sl,j)4 $.1,3&-4,..,,,,., Sll.l $.5)1 $319..,.., Ill,,.. "" "" "" " ' "" '"....., S_to 110 SIO SIO Ill 112 112 Ill $1.210 " 11... " 9 $1,6M $2,1101 S1.83~ 12,U9 $},010 '" $.1,141 H,ll6 13,3-H $3,470.... s.sl " " " " " " ",,...,, " 121 127 $27 Ill Sl)! SJ S $1.19 $161 $171 " ' ' St9t '" ' "" ' '"".........,,. S-757 SUi "" '"I... '"" '""... $912 "" "" "" $<!1 $})),.. SJH tu~1 $9,!39 S\0,0!3 t!o,ho " S!O.n~ "" SIO,T1t "" $11.119 " Sll,JI9 "" Sl1,0'1l " $!1,d0 ' 1!2,'}47 Sl.262 $1,J99 sun SU99 $1,619 $1,6~ Sl,71t St.79<t SI,S..t 11,910 11,911,,.,,,., 1519 Ull """ ' " '" SI,COl "" SI,O)J $1,067 " S\,101 ' " $.-4,!05 "" $.-4,~97 ' "" s.c:m ' S.C,MI " "" ' U.O«"" U.l63 u.~22 $5,605 u.m " sn.o-.s.$u.~19 $16,765 tl7,11< 118,2~ Sll,IH $30,017 Pl.lli -~~:in '''I ;..,,., I " " S.C,7M " "" " $-4,753 S\,439.$l,<tU u.~9-4 "77 " m " m '" "" $3,60! U,7ll '" $),1.(6 '" '" "... "... " 1214 '" Slll "" '" Sl.OIJ SJ.OS2!1,016 $7$5 Ull sus 11),461 $1),921 S13,9'T7 $2,060 Sl,lll $2,139 1\,Ht ' 11,191 " $\,196 "" $6,0ol6 $6,lS1 $6,171 135,9ll h7.212 '1~7.161 1. ADDITIONAL TAX ALLOCATION (Residential, Commercial, New Infrastructure) liart E.ut D.ly lt8tloo.ool 1'11b Sui JUmoa - Lu.o l'urthi;m San Jitameo Urllrled BON SUI!Wnoe Unl!'ied91-Dt:>t Toul S"Pf'lemetrt.ol Tue1 ToU.I Propeny Tue (t«u.,(, Allo<; lloil o.ou., d.oo?.t "" ' " O.COUi~ O.QlSO" 0.0764" ~--Totti ' 1,; ti;o_l "" '" '" :/-- $14 Ill..,. S1.t19 m... "... I:.-:-_-, Sl~:; ~97.)98 ( $2,21S 1997 Silt 2001 "" "" = " ""... SID $1~1 f1 1162,.,,. SSlti S66~ =. t?t9.... '. I ' " i''s.t':~-~ $l,s21 $12,)52 SiH7l $19~19'1 I,;, mn 2001 200< $!(,) 1!1! 119! " '"" '100«1001 " 12U - 1010 "' ' ' "" " 2011 "" $161 $!8! 1198 1107 1209 $1!3 I - sn::t ' "" I, -~~7 "" ' sll.ih sn'.sto $33,606 $22.208 1 _.n~.609.$26,963 na.t.o $28.~89 $29,024 ' " "" ' loll " 10".,.,, l27s 1276 $)6,1~8 $37.~~ $:37,6)1 nus $~ATE fs M!ED ON ASSUMED UNIT AB$0RJ'TION, SALES, PO PULA T!ON AND f'i--iasd'-10: H' THESe t'acors CHANOE, THE ABOVE tnpormation W!U,. VAJ\Y ACCOROINOLY

--:;;,:,~ Dougherty Valley - Contra Costa County Tax and Fee Allocation ($000's) 2. CURRENT PROPERTY TAXES (UNSECURED) ALLOCATION COUNTY Ofl'IERAL. f'ul'-10 Cm' Of' SAN RAMON CoUI1!)1 L.lbruy CC l'lood Control Co W11U Afct~Cy s.tl R.lmon v.ucy f'!_re CC Rnourcu Con..:rvttiol\ CCC MotqUito Ab&tC!Jlcnl Al mo Ur rctt CemeU.ry BART 81)1 Area Air t.t.narcment Eut B l' keaioiuii P rt Count)' Supt Scllooto Sl.n Rtmon U111fied C11. Co. Communi!:)' Coll~1e E.BMUDIW tcr Prtl"llder c~ntnl S.t1 I Sew" Pl'ovid~r Bd.uc tiiini kcw... AUJ Pun<! AllociiiOII 12.1Q1<tl :l 4.<XXml I.ISOJJJ O.t9ll7l 0.03636:1 10.02621" 0.01697J 0.2J66.1S. OJ»44U 0,$,..1105 0.17320$ 2.111<ta 2.!&oJ9 37.40971' ~:n~u l.lico'xls ),2(l()XIS 16.10141" Tal l lm lm 12 1.,. lo.oo lo.oo sn.. H lo.oo so.oo $36,)0 so.oo so.oo so.oo 119::1.19 lo.oo 10.00 SOJl... 00 so.oo S-<1.51 1000 10.00 S\.13 so.oo 10.00 SIUO ld.oo 10.00 $3.3~ 10.00 lo.oo U.7~ lo.oo lo.oo UUI looo lo.oo $<11.11 $000 f72j.-«looo lo.oo Sl 10.72 lo.oo looo SJ.UI lo.oo lo.oo Ui.U $0.00 $0.00 Ul<t.93 looo 1000 "".U.<tl "" $1.06 ll01 11.20 lo.l<l $1.04.$0.0.1 S ).11 $0.01 $0.G2 Sl.fi1 SH::I lo.oo 10.01 $0.13 '" SO.OJ so.os $0.16 $0.33.som SO.IO S0.7~ SUII $0.~~ $1.20 $9.91 $20.61 $1.S3 U.tll so.~a 1099 lc.is St.76 $.4.<11 $9.26 2000 2001 200, SlO.«Sl~.oo S1J.5l U26 l-07 ~.23 SUJ $2.06 SI.W $0.16 S0.1l S0.20 $0.0::1 SS.II $10.97 $10.60 $0.01 som S0.02 $0.19 $0.26 SO.H $0.01 $0.10 $0.10 $0... ~U5 $0.6) $0.14 ~.19 SO. II $2.)1 il.oil $1.99 Sl.?l u.n Sl.JO SJ<Ul ~-92 SJ9,~ $4.61 S6.26 $6 05 Sl.~7 Sl.91 $1.90 S2.61 n.so $).)1 $13.71 l!us ll/./6 " '"" " " " " " 200l 2000 2001 H.1H 115.47 ~!5 ~~ l!h7 SB.~7 SIS~~ SIS.<t? StUJ S!U7 $1S. 7 ~-23 $-4.!3 ~.-J S-4.!3 ~.13 $4.13 $4.13.W.IJ S-4.13 S2.27 "" ' $2.27 12.21 11.27 $2.21 12.27 12.27 $2.21 $2.27 S0.2) S0.13 so.n S0.2J $0.23 $0.23 $0.2) $0.23 Sn.D 100< 100< 100< 100< 10.0< 110.60 $12.11 112.11 112.11 1!2.11 112.11 $12.11 S12.11 Sl2.11 112.11 $0.Q2 $0.02 $0.01 som $0.01 $0.01 SO.ol Sll.Gl $0.02 SO.o2 $0.25 IO.l? $0.29 $0.29 $0.29.$0.29.$0.29 $0.29 IO.l? SO, IO SO.! I $0.11 $0.11 SO. II SO. II SO. II S0.\1 SO. II ".SO. II l-0.6) $0,12 $0.72 $0.72 $0.12 so.n $0.12 so.n $0.12 $0.72 lo.ii l0.11 $0.2! l0.21 l0.21 $0.21 $0.21 $0.21 ~.21 $0.21 $2.99 $1.<12 SH2 n t.s3.42.u. t SJ. l B.<l2 $H2 $3. 2 suo $l.6) $2.63 $2.6) $2.63 $2.63 $2.63 l2.6l SHiJ $2.6) $39.~ $45.19 1-45.!9 S<i5. 19 1--4~. 19 $4$.!'} Sol.'l.19 $45.19 S4.'l.l9 $-(}.19 $6OS 16.71 ~6.92 111.91 $6.91 $6.91 16.91 $6.91 l1.90 $1.!1 Sl.!? $2.11 Sl.\1 " " $2.11 $2.11 S2.17 n.n S2.11 SUI n.n SH7 nn $1.87 S3.17 S3.S7 SJ.l7 $3.17 $3.11 Sll./6 $20_)0 $20.30 $20_30 $20.30 120.30 no.xl $20.30 $20.30 $21>.30 "" " " " SH.~1 $15.41 SJH7 $-4.13.S..UJ.w.u 12.27 11.27 u.n S0.23.S0.2) SO.lJ 100< 100< 100< 112.11 112.11 112.11 10.02 $0.02 som $0.29 $0,19 $0.29 SO. II $0.11 $0.11 $0.11 $0.12 $0,72 $(1.21 l0.21 $0.21 U.42 S3.~1 $3.41 12.111 S2.6J S2.6J.w~. [9 $-(5_19 Sol'-19 $6.92 16.92 $4.92 $1.11 $2. t7 12.17 SJ.17 H.l7 $1.!1 S20.:10 $20.30 $2().}() Cllrn.tll PI'Of>'ertyTuu (U11 "..!OO.CO:HI. St,9H_:! l<joo 10.00 --- $26.66 SH.II $11.51 S!~.n 110,_70 1!05.70 S!2!UI $120.!1 S120.U SI21:Ut SI20.U ll1j?~ ~:-~_1 1!20.11 $120.11 $120.11 $120.11 $120.81 3. REAL PROPERTY TRANSFER TAX ALLOCATION COUNTY OENER.AL PUND CITY OP SAN RAMOI'l Rul Property Tr~ntfer T ' AlloclliOtl so.oos $().0010 JOO.OOS Toul 1996 lm.$-i,$76 Sill '" S.U16 SIJJ $9.153 Sin ' 1990 ll>99 1117 ' ' B72 $117 SJU 1001 xm """ S2JB '"" '"" " mo S13t ' """ ' " """ " """ " " " Sl22 nu i2!6 " " " Sl21 l'«s2!6 ' " $516 S525 '' "" "" '"" '"I "" ' S210 S263 S213 1262 S272 nu S110 $263 1213 S26l Sl?l 12!8 $576 " S30J " $310 " 1U~ llto " ' " "I " THIS ESTIMA T IS BAS EO 01'1 ASSUMED UNO" ABSORPTION. SALES. POI'VLA T101'1 At'-10 I'HAS(NO; IP THESE factors CHAI'IOE. THE AllOVE ti'iporma T!ON WILL VARY ACCORlHNOt.Y 70

~. -~- Dougherty Valley - Contra Costa County Tax and Fee Allocation ($000'.s) 4, SALE:S TAX ALLOCATION A!loullon COUNT'Y OENERAL f"uno * unh.:~td ru lthia dty 1~11 ~ unln<: ~ : Olh<!r dtlu Ctn' 01' SAN RAMON Olhtr Munlciptlitlcl Prop 171 ~ County tkoenl PI County Tn.n.porttlloo f'igcs T,..n1il Olltril:t fiaji.t T11111tll Dlflriel CCTA Sale Tu 8e Notu Se.a Hout &CNotu S6e H~c SecN~JW;t 0.5U G.ls:l o.so,; O,j()f' 'l.7n T~l. "" " - $.52-t!l sun " $13,~ $.11.120 Slt,220 su.no '" I _- St. no,,. Sl~,:2()9_ SjJ6 ' "" '....!l,,. $1)1 " $191 Sl51 SUI Slll SUI SUI " $141 Slll ' suso,., 200) 2001 SilO '"!1<>1 " 1269 " $52.4 ' "" $276 "" '"" USl "" sm 120 Sll " $86! US2 $6!5 "" "" $351 $6!3 - Sl!71ot 1... S3,0H $},766 lool 2000 1W'> " " " " Sl63 S!Sl S2!l 1117!226 $2~9 sm $1l ' '" '"" "" "" ' '" '" '" $)98....B!O '"!HI $516 ' '" $591 ',,,, ' 5617 " " $!16 S911 $1,~7 $1.066 $1,017 Si,l)l SI,IU $1.211 $1,246 $1.217 '"" '... "" U23 ss:n... $591 "... $1\6 S911 1!,0 17 $!,066 $t,ot7 11,131 $\,111 11,212 $1,lf6 "" 11.117 "" U\6 $911 "" "" $1.047 $\,066 Sl,OS'l SI.UI 11.111 St,212 $1,2<16 $1,217 2001 200) 200< 200) $1,0~ Sl.ls-4 $1,262 sun SUS2 $1,371 $1,<C).4 Sl,--49'1 Si.H6 SU79 SUH $.4,~81 $j,(x)9!3.~7~ $S,7S& S5.1M ss.m $6,111 S<6,491 $6.667 SUs-4 $7,071 " " " 1276 " '" '.., "" m "" "n )617 $1,6U S1.7 U U,76l st..:m: sur;. suu $1.3)2 " SU» " SI,Jt~ ''" $1,332.Sl,37t U.U9 t7,326 11,51$ S1,MI 5, SPECIAL ASSESSMENTS ALLOCATION AlloC1tloG Tout.!lpe.cl l Politt z..o.r.t. J>-6 IOO.OOS Sli,US "" SR A6dltlOI'Ll1 P.~c\ Tu OHAD 100.00" - - too.oos $33,974 Spe.cl l Alfe.nmenll '" " ${4,<127 '". $'n,:!sl!2«' "" "" SUI ' 151:5 '......, $1,19$ lm 1000 2001 st73 11.0&-1 "" SJl1 m1 $1,021 sun "" "" sun - $2,339 1... S1,903 ''"" " "" 200< ' " """ " """ " " ""l lool sun St,.u2 11,576 $1,65t $\,689 11,721 11.191 SU71.l\,920 11.97) Sl,OJS,.., U3S S917 St.0\9 $1,521 S1,69t $1,!56 11,951: 11.9U $2,021 12,109 12,20) $1,260 $2,JH 11,.400 $711 $829,... "" "" 13.~S9 SJ.MI --1 020 s.t,h9 ' $4,521 ~~60'1 s.t,7% " $2,109 12.1U " " 12.200 SIMS $1,092 Sl,\00 S2,4~ $2,512 $2,)90 " "" $$,140 $5,1~ --~~~~~!~-~ _ss.«15,190 6, LICE:NSE/PERMITSIFRANCHISE FEES ALLOCATION AllouliOII.,.., T~l COUNTY OENERALI"UND ' IOO.OOS!l ' Coun~y Ulld tnydopmut Pill\ ~.9«Note. 1)6,:300 "" $1,.501 " $1,<W1 Sl,4tt " L!ce.rtte IPtmtff'un<:hl..: P IOO.OOS $36,672 $1,.S0l S2,+45 $3,425,., 1000 2001 " '" '" SJ,-"12 $3,607 $3,478 S3.~.SO $3,611 13.~92-1000 1W'> 1010 20<1 " " """ lll " Ill '" "",.,,. '" " "" st,tn $1,310 SUI $1.066 $~63 S\,115 $1,,34 $!33 U!3 $1,091 "" 1002 2001 200< $1.~1S 12.~S2 12.211 su:.o H..u2 SBOO $2,2)1 SU71 THIS ESTtMAT IS BASED ON ASSUMED UNIT A8SORP'TION, SALES. POPULATIOI'I AND PH A SINO: IF THESE l'actoi'!s CHANOI!, THE ABOVE INFORM A. TION WR.L VARY ACCORDlNOLY,,. 20!.l " m $1,171 $.1,111 _S_I_._l<?S c...._!!.1s9 " "" 1m 71

-~jf' Dougherty Valley - Contra Costa County Tax and Fee Allocation ($000's) 7. FINES/FORFEITS/PENAL TIES ALLOCATION AU(Ioe1d<m T",.., "" S1 "" "" Pl.act!PorfeU.IIPe:toaltlu _ ;~XH'X>$ [m<. "... "... I. COUNTY OENERAI.. FUND 100.00" B. INTERGOVERNMENTAL REVENUES ALLOCATION COUNTY OEHERAL P\.INO Couaty Jl;o..t Puact loterpuld Rt.-t (St.I.U ) :!-::::."_:: Anoo!illilo "-711.23" 20.71" ~~~.~ TOUI ' '$16,'713 k.m "" '" L!!~_.!_~......, 9. CHARGES FOR SERVICES ALLOCA T/ON COUNTY OENEftAL PUND COUDf)' Utn.ry l"ud.t ctt..rte. for Scrvlec AU&ct.tiOI!I :-'~ :':.!? '1 'l.tu. ' '.. i -,-ioo,oo_ Toul 199< ;\.,l--4,4-" Ill _.$4,$" I-- Jl.(,.., Sill "" lm.... Ill I.. 1... S-4 - S6 i;1, I. "" I,.,.,,., ll91 '" " "... '".., lm,,,. ' $101 " 1:.-. SHIJ 2000 2001 2002 2005 l>o 111.. " I. " " "0' sm ''" = 2001 $13.1 SlH 110 Ill '" 2002 2005 " $.6'tl.sus SlM "" $219...,.,, '... - $1,05.4 """ " $~1 "" ".. " i. "" I ' '"" I..,, " 200) 200<> = 2001, 2010 2011 " :..,;, :::-,/::.s"t7 i. '" '" '" '"........ '".. '" Ill " " " $91) '" sm "" ' '" '"! " -. il6 "" 2013! ::-.-.SH 2001 2001 20>0,,., Si,Oll """ $l,ot-f 11,112 " SU_.l ".S!.UO ".S\,222 l-261 tm $291 ll20 I.. $1.151 Sl,21Z - $1,2}.4 r-, st.tn St;:m $i,l61 h.~ol l-1,-4-4~ St.~~ L._$l,.s4t " "' " $161 " ' "~ "" "" '"" 2001, 20>0 2011 Ut9 om '"".... :. " " $326 "" " ',,;......;, I' I " I ---= ' L::sm " " ".... " " " " " $2H.,., Wl "" Tlfi.S ESTIMATE 13 BASED ON AMUM 1> UNIT ABSORrnON, SALES, POI'ULATION AND PH AS!NO; t:p THESE PACTOR.'l CHANOe, THE ABOVE INPORMATION WUJ,.. VARY ACCORDINGLY ' 2011 201l '" :):- - '119 '" 1011 2011 l-1.265.st,th $331 "" i..-.st,m ~!~60S ".. " 2011 $131,,.,.--:- :UH "" 72

- DOUGHERTY VALLEY- CONTRA COSTA COUNTY Estimate of Financing Sources and Uses County General Fund 8 Overall This analysis evaluates the impact of new development in the Dougherty Valley to the County General Fund. Assuming no change to existing property tax allocations, the County should receive substantially increased property taxes, from both residential and commercial development. It should also receive a limited amount a[ additional intergovernmental revenues from the state which are based on per capita amounts. These revenues will be offset by increased responsibilities for Public Protection and Health and Welfare, which the County would incur for any increased population, regardless of whether it is in unincorporated areas or existing cities. Based on assumed residential unit values and unit counts, the County should receive more revenues from the Dougherty Valley, than it will have to pay out for increased services. Financing Sources The calculation of Financing Sources for the County General Fund is explained in the Allocation Section. The only exception to this is the Prop-172 sales tax for which the County is assumed to receive only 75% of the total generated. Please refer to the revenue allocation for each financing source identified in the County General Fund summary. Financing Uses - The basis for each Financing Use is the County 1993-94 Budget. 3. 4. 5. 6. Flood Control and Soil Conservation, as these services will be provided by the City. Health and Sanitation The only cost within this category which should increase for the County General Fund is Health, which is assumed to increase at a rate of $18.78 per capita. There should be no other cost increases due to habitation of the Dougherty Valley. Public Assistance. The costs within this category have been assumed to increase at $14.45 per capita. Education. The cost of education is expected to increase at $.12 per capita. All Other County Fund Uses are not expected to be impacted by development in the Dougherty Valley. Please note tha( this analysis assumes the Dougherty Valley is annexed to the City of San Ramon.!. General - The General category includes Legislative & Administrative, Finance, Counsel, Personnel, Elections,, Communications, Property Management, Plant Acquisition and Promotion. This analysis assumes that the cost for each of these categories increases at the current per capita rate of $29.76. 2. Public Protection The cost of the Public Protection categories, Judicial, Detention and Correction, Protective Inspection and Other miscellaneous items, is assumed to increase by $199.32 per capita. Police Protection is assumed to increase at only 50% of the per capita rate as the balance of the costs will be covered by the City which wit\ contract for Police services. It is assumed that the General Fund will incur no cost for 73

Dougherty Valley- Contra Costa County Estimate of Financing Sources and Uses- COUNTY GENERAL FUND Tu P.tvtnue /1) CU""rst Prop~ny Tn {O«vt Cum:nt Proparty Tutl (~~nae<:i Tr~ntfcr Tuu ' S.lu Tu Prop 1n!llilu Tu Tau.! Tu R.tve.nue t'<m~tu Rtn11Ut Ueute.IPcrmlliPrtnc:hl.e Pte PlncVPorfeltWl'e~Ultkt IDii!.rJ-n.MIItll ~ O>.oiJCI ror Se,...lcu foul N.w~~Tu ll;eveauo Tout PIMM!tll!l.outut FIRirKinr Uteo o-nl te.c &. A4mln I'U!.once A Cclulltoel l'et'ioiiiici PJOC1\Ilol'll It C<Jmi'DUII Prop Mpt lt. l'l flt Aeq Procn(O(\OQ It 011\er llbllc l'l'<ltutlon J..dldl\ Pollee I'IOie(don Deuntloa & ConuUoo l'r~ laop tlld Other Hu\lh f'ubli<:aultt!t\.et EduuUon foul Plntnc:i~ U~oe AvaUtb\c fer Olhcr U.ea ' T~l $61,UI $.(,516 "" $1,<464 Sll.66S ns,10oo1.. l:m.si6;m "" $"'. $21;'7'91.uo1,&:n "$1,697 U,"63 so $1,660 so '"" 111,613 ~.2:6S 120,266.t.=l,t7t S1,SU $),137... S&::l,SI" $17,019 1996 1997 "" 1263 $.~93 $1,021 so so 109 St.H '" "" " Sl7... 1<3 1113 Uti """ " 12 " ".. Sill 131 '" "" SUI Ul7 "" $176 $1.~9(! $l,o56 $1,127 171 " 170 $131 so so so.. so '" so '" so 12 ".. 171 $1!7.,.... Silt m 12<... ' Stl'lt 131),., "" 1117 so so II "" ' $1,245 $124.,., S.H2 "" 200) 2001 2002 2002 200< Si,~to 11.962 S2.~3l $1,811 $.1.127 13.~17 S1 SIO Sll $111 120'.,. '" S2H '" 1222 '"! Sl«$101 sn~ $168 Sl«1310... sm '"2 S6U $7~6 '" "" Sl.OM $2,7!7 $},~6 SHH.$<(,269 $(676 " '".. SIO Sl "" SIOI " SIH "" Sl6t Ill '" 120 $7~1 '" UH '" S91l 12«'"" "" $1,090 1!.!91 ' - l<9l U19 s2.nt i:l,h7 ~.165 SU6\ S.US! SS,U1 Sll $192 $2S6 $)!1 ~319 '" ' " S91 '" '" so so " so so so so so so I" llo so so so.. ".. "... '" sso Sl.Oll St, L)l.) 11.13~ SUt ' " Bll,..,,. " $762 S!.Oll " $1,107 "" IU "" Sll7 SH6 '"" Sl? $212 sm mo S2H "" Sl19 $132 son 1219 '"" S26! "" SJ\9 II II "" " " " S\,127 S2.4l1 Sl.025 S1.60S.s-...02" S...39ft ' ",, su.. o 11,156 SU3-I $1... 61 200l 2006 n.n~ $3,621!2!6.,., SlH $:261 sns " S4,M9 $.4,1!7 Ill " m Ill ' 11S6 $261 sun 1U76 $6,102 $.6,163... "" "" " so so lll S\.1W $1.31) ll.lm ' $1,\56 "" $11) 1217 ""... SJJS "" " " ~.6"27 S..., 112 11 ~ $1 4SI 2007 2001 2009 2010 loll 2012 B,H9 $3.$-0 $<1,010 $.1,132 s.t,lil s.t.~31 lll Sll 1210 $26) $1!3 Slli2 1271 '" S2U 120 sm $289 I los Sli.S UlS 10<1 1., $935 19" " "" "" $5,147 H,4&o4 SS.6U SS.791 $6,01.S m m Ill 116 '" Ill 117 '" Ill $1,0)1 $1,0'-4 "" $1,112 $1,10 S\,UO 11'' sm S219,,., llol $lis SUO! ti,hl $1,413 $1,4~ $1.491 $l,s40 $6,297 " "" $6,19l " "",f7,2t9 S7,SH $101 1105 SilO Sill Sil6 ll20 llol $563 S59t ''" ' sns so so so so so '" $\0) $108 $110 $114 $117 so so so so so so '" IU $1.1<19 Sl..o.t 11.4~ $1.504 Sl.s-47 SU91 SH3.$5)6 SllO SS6~ Sl~ 11.209 "" $1.2.st SU\4 11.)"8 11.l86 SUJt $231 Sl"t $2.S~ S26S $17.( ' llo> S~l9 $5)6 $362 U7t uu " "" "" "" II< "" ' ".... ".... "" ~.998 $5.22<1 S.S.lS7 ss.m $5,617 $!,d3 $1.602 $1,678 $1.709 $1.712 St,Mit loll 201< loll $-1,607 }(,im S 1.7SJ Sll llol mo 12>< $l26 $331 I.t.t.O~ $\,041 " S6,HI $6,M;1 S6,<tH m m 111 119 '" '" $1.222 SI.16S $1,174 $126 $338,,., SI,S9ol $1.650 11.662 17,0«Sl.lll $1,097 Sl2~ $!11 $119 "" I so ' so $121 $116 $127 so so so Ill 115 : $\,6H $1,711 11.11~ I S6)(1! " Sl."ll $1.51<1 "" SI.~S I,,.. "" UH "" sn.. "" "" "" "".. $S,U6... $6,139 ; Si,9Sl 12,017 S1,95J ' (!) Re"enuu He dcp!:n.ritnt onlloute priceo. If Muoe pricu foil due to irw:rcued offorc:l hihl,' rc~uiremenlo. the lmoynl n>il ble for< by lhe County Oenerol Fund II d<c«t THIS ESTIMATE IS BASED ON ASSUMED VHTT ABSORPTION. SALES, ropula T!ON AND PHASL"O""o;-:,_~tsE FACTORS CHANGE. THE AIIOYE INFORM A TJON \.\!U..L VARY ACCORDINOLY '4

DOUGHERTY VAllEY- CONTRA COSTA COUNTY Estimate of Financing Sources and Uses City of San Ramon A primary source of funding for the City will be property taxes which will be supplemented by assessments for Police, Geologic Hazards and additional special assessments. The City will maintain internal roads, parks and open space, will contract for Police services, and will administer the Flood Control and GHAD districts. This analysis illustrates that the City will be fully funded. It should be noted that in the event annexation does not occur, a CSA will provide the same services as are contemplated for the City. Financing Sources The calculation of Financing Sources for the City is explained in the Allocation Section. When the City provides services normally provided for by the County or a special district, the revenue accruing to that County fund (or special district) has been allocated to the City. For example, the County normally pays for the bulk of Library operations and staffing. In this analysis, the revenue accruing to the County Library Fund has been included as revenue to the City, while the entire cost of staffing the library and buying materials each year has been included as a cost. Whether the City actually pays for the operation or not, this exercise illustrates that there will be sufficient funds to supplement the operation in the event of revenue shortfalls. Additional revenue shall accrue to the City if the property is annexed. These revenues would not accrue to a CSA. In particular, it has been assumed that the City receives the same fines and forfeitures per capita as it receives from existing residents. Franchise Fees have been assumed to increase at 50% per capita. In addition, the City should receive Motor Vehicle Fees at approximately 75% per capita. Financing Uses v The costs associated with most of the City obligations, has been outlined in Section I of this report. The Capital Improvement Program illustrates the standards and timing of the infrastructure elements which will be maintained by the City. The only cost which was not illustrated in Section I is the cost or Administration. This analysis assumes an administration cost of $50 per capita. Total Homeowner Obligation. The following illustrates a typical tax bill for new residents after buildout: Average Purchase Price Tax Obligations 1% county*wide tax CSA Assessment Police Assessment GHAD Assessment Existing Bonded Indebtedness (.0074%) Total Tax Effective Tax Rate $336,424 $ 3,364 235 200!00 ~ $ 3,924 1.166% NOTE* The revenues allocated to the City do not reflect any return* to-source or other re-alignment funds which are still being negotiated and may be forthcoming. 75

~ -~ :;;w.j>;" Dougherty Valley- Contra Costa County Estimate of Financing Sources and Uses ($OOO's)-: CITY OF SAN RAMON Tu R~~~nuc CUm1n1 fr~rty Tuu (a«u~4j Cum~nt rroperty Tue (una«u~d) S.lu Tnu Tr aafertnea Additlon.tl hrul Tuea Pollee ~rvke z.om P~6 OHAD Additl<ll'lll Puce! Tu Toll! Tu Reven<M I" on~ Tn Revenue Ph~et fill Porielturn Pra~~eldM P~t lnlert-mmerrtal J«.vuuet CO\Iflly UbBty Tolll N<'ln Tu ReHnue Toul Plnarn:h".SO...Ru PllltOICint U~~et lruemal Ro-4 Mair~lea.ti!COt hrt Mdnlcn.n<:e Open Spriee &. TnU Mdntenance Com""'l)' f'aeiutlet Mdote!WII:e Pollee ~r'yleet Floo4 Cmtrot OHAD Adl!llnhtntlon Tot.ol Plnandn& U1e1 Surplu11SIIof11oll Tu hie vo!uotlon CUm~rrt Tn R1t~ Supplc:tnU!I.d - 0 H A 0 Supoplement.o:l Police Tu Ralc tkfo~ Ad<litionol Pttl Tu Tolol $19,637 m $1.111 $.4,$16 $28,153 U4.26l $33:974.l\10,262 $.6.631 ' S9.l59 $'1,182 $14.~9 $U..I.710 Sf,I07 rn.751 n..cn Sl'2.60l Sli,7J.C u.oeo SJ4,l6l.$20,197 $114.211 L SIJJ.m " "" ' ' 1li.S "" ' $) SIJ7 " $10l sm '"... "" $239... Slll $107 "" $317 SUI $lll $1JI S912 Si,tJt 12,607 ' " " S!Ol " $1.12 " S224 Sl41 $lt7 1!,053 $2,102 "" "" 12,994 '" $11 '" "" "" '"" $0 $100 $263 $20 "" ' '"" $0 "" $127 "" U67 "" ' S)ll ' SU19 S2.Q.I..4 ' "" -- ~ S~$(1 "" 1.071.41: 0,0291% 0.0591 I 16561: 1.069!1: 1.069!% 106!2% 0.0297'1 0.029'1% 0.0297'4 0.059-1'4 0.059-i'l O.OSo-4'4 Ll590'4 1.1590% I U7~'4 200> " l759 "" 1269 " " "~ mo " U7l SI,OM,,.., "" $1.021 sun SJ.4)() $.1;,111 " S1~9 $29! sno $36) $517 11.004 SJ,9-16 $5.125 S211 1269 $l00 $2) ' $2) 11.191 "" "".., ' "" $611 "" $759 $1.181 s-1,269 Sl.~ -----~ 1.041~ ~ I,();24'4 0.0297'4 0 0297,; OOS9"% 0059-<% I 1316% I.IJI6% '' 100) " " " Jm) 2001 )000 " " " "".... " " " " " " " " " " " SU2 wn $1.071 ~I.! li Sl,lJI ~I,ISl $!,201 S!.25J 11.291 luj.4 su~ 11.439 SL<~8S H9! nn "" Sl22 "" ' HIO " ' SHI $576 1591 $1i)1 '..., S116 S21D S263 SUJ 1162 S2U ' 1310 '"" "" ' sun S!,.U2 SU16!1.651 $1.619 Sl.721 Sl.791 SU71 s I. 9'20 $1,973 $2,03. S2,109 S2,1~ ''" s.m $721 11.691 S7U tl,l56 $829 SI.9H... St.9U 11.021 S2.109 $9)$ S2.1'03 $1,260 S9S7 s2.n.o~ $1,019 12.400 SI,OH $2,4&.4 $1,092 SU72 ~.91!0 B..so9!6.015 $6,2U!6,367 $6,501 Stdt6 S7.1ts 17.219 S7,502 $7,761 H.Ool~ suv '" m '" '",,. m,... "" 1331 $362 S311 SJU Hl9 $567 :m S5Kt ' "" " ' $6~6 "" "" "" '' $746 ' "" "" "" "" " HI! Ull 1511 Slll $5!1 S$11 1511 lhi $511 ' SSII HII "" "" Sl.IB $1,319 Sl.«J $!,491 SUIO!1,529 SU70 11,617 $1,646 11.67 11.116 11,759 Si,&OJ!6. 165!6,!11 $7.~61 n.n9 11.sn H,036 su~ S!,UJ SUIJ5 s?.ao $9.~71 S9,.!0ol 110,126 $32),.,. Sl22 1533 $56] $591 " "" ' " " " '"" m $11 1127 11&5 SIB sm SJIS $216 1216 $216 1116 $216 S216 " " " " " " '"" '"" '"",., '"" '"" '"" '"" "" $721 "" S7U "" $829 "" "" Sl61 ' "" "" "" "" "" ' ''" ' "" S9lS 1917 $1.019 Sl.OSS $1,092 '"" 11.079 SI.H5 $!,J61!1.~11 11.~?2 H,lOl suoa Sl.XlS sun Sl,7a7 Sl.7f7 $1,791 SUSJ SU21 suu $1,7).( SUl< $1,!57 $1,893 SI,97Q $2.0.S7 $2.111 $2,!10 $2.2"1 $2,320 $2.-'01 '"" Si,OIO SI.IOJ $1,161 $1.182 $1.205 su_s.. $1,309 SJ.l-41 $1,)81 n"n Sl.~n SUZ9 S5.126 SS.6~ Y>.JS S6.Tn s6.n9 S6. 99~ S7,3ll S7.~2 $7,713 $8.09! $8,1j1 H.«< S8,67S S9-Io..l_~l, t~ $1.1!J sum '"" '"" ' " 2014 SI,OJI sum SJ,2QI sun $1.0!2 $1.211 SJ.JM S\..U! 10074!1; 1007<~ 10074'!; 10074'!; 10014'!; 1007,~'4 1007~'1; 1007~'4 1.001<'4 1.001~'4 1.0074'4 1.007 '4 1.007~'4 00297'4 0.0197'4 0.0297'4 0.02911; 0.0297'4 0.0197'4 O.Q297'4 O.D297'1 0-0297'1 0.0197'4 0.0291'4 0.0297J. 00297:10 005~'4 0.059-t'l OOS<J.41 0.059-<1'1> 0.059-l:r. 0.059-1'4 0,059-<1'4 O.OS'k'l 0.059-<'l O.o19<11 0059-t'l 0.059-4'4 0059-<1'4 1_o<,l6{;'!; 1.0966'4 1.0966'4 1.0%6'4 1.0966'4 1.0966'4 I 0966'4 1.0966S 1.0966'1 1.0966!1: 1.0966'4!.0966'4 1.0966% " $!,49-i un " "" 12.200 11.100 12.~90 u.::m,... '"" 1152 $~!1 11.811 SIO.IJ..ol U.O«"" $221 S2."2tJ '"" SI,IOO ' St,So40 58,9"<! Sl,!9-1 1.007 '4 0.0297'4 0.059<1" I.0966'4 Additional Puul Tu Eff~elivc Tu RJote 0.0700'1 U35U 0.0?00'4 0.0700'!1; 0.0700S 1.2290~ 1.2290" L1274S 0.0700'4 0.0700% I.1016'1 1.2016% 0.07001. 0.0700'4 0.0700S 0.0100% 00700'4 00700'4 007001> 0.0700J. 0.0700% 0.0700S 0.0700'4 O.OJOOS 0.0700%!,16M%!.!666S!.1666% 1.1666" 1.!666' I 1666'4 1.1666" 1.16()(1% 1.1666" U666Ji 1.16661: 1.!666,;!.!666% Tuu Oenuot~d by Addilionol Potl Tu A6ditl<lfl l Tnu P"-< Unit $!07 S23S S2~1 1525 S77! SDS $23! 123} 11,02S S1.1TJ.123$ S2H SU21 1L69S 11.156 s 1.952 ~!.9U >2,027 12.109 H.:Wl 12.200 S2.3Z~ 12.400 12.~1!-1 $2.572 $235 1215 nn nn $2H S2l5 SlH $135 S2J5 SllS 12H S23S 0\h 1ervi~t1 o<odl n wo1cr tervi~e. ~~ewer oervtce ond rdu e co>llech~n. win~ Coot R"e~very THIS ESTIMATE IS 8ASEO ON ASSU~ED UNIT ABSORPTION. S,o,LES. fhaslng ANO OTHER P,o,CTORS. If THESE factors CHA/'10~.. THE,o,BOVE i.l'iporj..ia TION WJLL. V,o,RY,o,CCQRO!J'-IOLY 7' ""

Dougherty Valley- Contra Costa County Unit Type and Unit Count Assumptions Repon Date: 04/21/94 ANNUAL INFORMA.TION Shape!! Detached Units 1995 0 1996 1997 1998 120 150 240 1999 237 2000 2001 2002 2003 2004 2005 249 242 182 97 160 185 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Total 65 72 205 246 190 210 221 237 232 4 3,5«Shapell All ached Units 0 0 20 161 191 194 172 171 45 135 149 BB 92 144 151 55 59 102 120 141 76 2,286 Total Shape11 unns 0 120 170 421 428 443 414 353 142 295 334 153 164 349 397 245 269 323 357 373 80 5,830 Wlndemere Detached Units 0 175 225 285 290 300 305 305 325 300 75 2,585 Wlndemere Attached Unlts 0 160 345 330 325 350 335 380 285 75 0 2,585 Total Wlndemere Units 0 335 570 615 615 650 640 685 610 375 75 5,170 Total Detached Units 0 295 375 525 527 549 547 487 422 460 260 65 72 205 246 190 210 221 237 232 4 6,129 Total Attached Units 0 160 365 511 516 544 507 551 330 210 149 88 92 144 151 55 59 102 120 141 76 4,871 Total Annual Unlts 0 455 740 1036 1043 1093 1054 1038 752 670 409 153 164 349 397 245 269 323 357 373 80 11,000 Total PoputaUon In Detac.hed 0 626 1,050 1,470 1,476 1,537 1,532 1,364 1,182 1,288 728 182 202 574 689 532 588 619 664 650 11 17,161 Total Poputa!lon In Attached 0 448 1,022 1,431 1,445 1,523 1,420 1,543 924 588 417 246 258 403 423 154 165 286 336 395 213 13,639 Total Annual Population 0 1,27-4 2,072 2,901 2.920 3,060 2,951 2,906 2,106 1,876 1,145 428 '459 977 1,112 886 753 904 1,000 1,044 224 30,800 CUMULATIVE INFOAMAllON Cumulative Detached Un!ls 0 295 670 1,195 1,722 2,271 2,818 3,305 3,727 4,187 4,447 4,512 4,584 4,789 5,035 5,225 5,435 5,656 5,893 6,125 6,129 Cumulatllie A\tachOO Units 0 160 525 1,036 1,552 2,096 2,603 3,154 3,464 3,694 3,843 3.931 4,023 4,167 4,318 4,373 4,432 4,534 4,654 4,795 4,871 Cumulat~>.oe T otat Unus 0 455 1,195 2,231 3,274 4.367 5,421 6,459 7,211 7,881 8,290 8,443 8,607 8,956 9,353 9,598 9,867 10,190 10,547 10,920 11,000 Cumulative Detached Popula\10' I 0 826 1,876 3,346 4,822 6,359 7,890 9,254 10,436 11,724112,452 12,634 12.835 13.409 14,098 14,630 15,218 15,837 16,500 17,150 17,161 Cumulative.A.ttached Population 0 448 1.470 2,901 4,346 5,869 7,288 8,831 9.755 10,343 10.760 11,007 11,264 11,668 12,090 12,244 12,410 12,695 13,031 13,426 13,639 Total Cumulative Population 0 1,274 3,346 6,247 9,167 12,228 15,179 18,085 20,191 22.067 23,212 23.640 1 24,tOo 25,077 26,188 26,874 27,628 28,532 29,532 30,576 30,800,..,.,_,

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s::~:::-:? ~~,~ 1- - -\' - _,.,~ ~~~~~ ~"C;, >,.. Cc'.,~ -:cc:-~~--~--., I. i!:' I ' ;r! r. /[, ' (.'' ~\ ~\. 'II,

~-.,.1 APPENDIX A-3 List of Officials Contacted Mr. Alan R. Altura Altura, Nelson & Co. Inc. Ms. Wendy Beadle County Auditor-Controller Mr. Robert Beebe Dublin San Ramon Services District Mr. Linda Bulkeley - County Administrators Office Ms. Ann Cain ~ Assistant County Librarian Mr. Ted Coggiola, Assistant Chief- San Ramon Valley Fire Protection District Mr. Doug Craig State Department of Finance Mr. James Cutler ~ Contra Costa County Community Development Department Sergeant Scot Daly - Contra Costa Sheriff-Coroner Mr. Thomas Dithridge State Governor's office Ms. liene Doten - County Land Development Fund Mr. Anthony Enea Deputy County Administrator Mr. Jeff Eorio, Director City of San Ramon Mr. Skip Eper'.y Contra Costa County Public Works Mr. James Evnns Bay Area Rapid Transit District Ms. An;, Marie Gold - County Librarian Mr. Chris Learned -San Ramon Valley Unified School District Mr. Bert Michalczyk. Dublin San Ramon Services District Mr. Michael Mentink San Ramon Valley Fire Protection District Ms. Linda C. Moulton, Ph.D. County Demographer Mr. Donald Newman -San Ramon Valley Fire Protection District Mr. Richard Nystrom - Geologic Hazard Abatement District, Blackhawk Mr. James O'Conner - San Ramon Valley Unified School District Ms. Annamaria Perrella - Local Agency Formation Commission Lieutenant Scott Parsons Contra Casta Sheriff.Coroner Mr. Rick Probert, Assistant Chief San Ramon Valley Fire Protection District Mr. John Sindzindski, Manager County Connection Deputy John Soc\! Contra Costa Sheriff-Coroner Mr. Samuel A. Sperry - Orrick, Herrington & Sutcliff Mr. Steve Swcndim;:m. California State Association of Counties Mr. David Taussig~ David Taussig & Associates Mr. John Violette ~ Geologic H<1zard Abatement District Mr. Stephen J. Ybarra, Property Tax Manager. County Auditor-Controller

~~,, APPENDIX A-4 ~Sample Tax Rate Area Allocation Factors Existing Allocations For Fiscal Year 1992-93 SANRAMON: Tax Rate Area 17005 lnctement Allocation Fund Number Fund Name Factors 100300 COUNTY GENERAL 26.10219% 120600 COUNTY LIBRARY 1.66724% 250500 C. C. FLOOD CONTROL 0.22903 1o 282500 CO. WATER AGENCY 0.().4318% 310200 C. C. RES CONSV, 0.020100AI 330100 CO. CO. MOSQUITO ABA 0.28066% 400100 EAST BAY MUD 1.67507% 400900 BART 0.70413% 401000 BAY AREA AIR MGMNT 0.20565GA. 402600 EAST BAY REGNL PK 3.351.(8% 421700 CI1Y OF SAN RAMON (1) 25~66037% 690100 CO. SUPT. SCHOOLS 2.02139% 780100 SAN RAMON UNIFIED 32.90097% 790100 CO. CO. COMM. COLLEGE 5.1385.1.% 900000 EDUCATION REV AUG FUN 0.00000 AI TOTAL 100.00000% DIABLO: Tax Rate Area 66024 Increment Allocalion Fund Number Fund Name Factors 100300 COUNTY GENERAL 26.40284 11 /b 120600 COUNTY UBAARY 1.4774611k 250500 C. C. FLOOD CONTROL 0.2029611AI 252000 FLOOD CONTROL Z-38 0.80702GAI 282500 CO. WATER AGENCY 0.038270,\) 300500 SAN RAMON VL Y FIRE, 8.554050,4, 310200 C. C. RES. CONSV. 0.01781.-b 326000 DIABLO COMM. SERV. 8.2231()<1/b 330100 CO. CO. MOSQUITO ABA 0.24872% 340600 CENTRAL SA NIT AAY 3.14074% 360100 ALAMO LAF. CENETERY 0.115170,-b 400100 EAST BAY MUD 1.48«:ZOAI 400900 BART 0.6252()<1/b 401000 BAY AREA AIR MGMNT 0.18224 )\) 402600 EAST BAY REGNL PK 2.97243 AI 690100 CO SUPT. SCHOOLS 1.791210,-b 760100 SAN RAMON UNIFIED 29. is4600ai 790100 CO. CO. CQMM. COLLEGE 4.561740,-b 900000 EDUCATION REV AUG FUN 0_00000% BLACKHAWK: Tax Rate Area 66162 Increment Allocation Fund Number Fund Name Factors 100300 COUNTY GENERAL 26.517770.-t. 120600 COUNTY LIBRARY 1.483880Jb 240100 CO. SERV. AREA 1-100 0., 15510Jb 249600 CO. SERV. AREA M - 23 7.585.48% 250500 C. C. FLOOD CONTROL 0.20385~.-b 265300 CO. SERV. AREA P- 27A 1.05860~t> 282500 CO. WATER AGENCY 0.03840% 300500 SAN RAMON VLY FIRE 18.634850.-t. 310200 C. C. AFS CONSV 0.017770/b 330100 CO. CO. MOSQUITO ABA 0.24973 /b 340600 CENTRAL SAN 3.154.41% -i00100 EAST BAY MUD 1.491010Jil 400900 BART 0.62794% 401000 BAY AREA AIR MGMNT 0.16301 /b 402600 EAST BAY REGNL PK 2.985320A> 690100 CO. SUPT. SCHOOLS 1. 79909 -k> 780100 SAN RAMON UNIFIED 29.28024% 790100 CO. CO. COMM. COLLEGE 4.57313~,-\! 900000 EDUCATION REV AUG FUN O.OOO<JOOt\1 (1) Includes Fire Protection 100. OOOOOOk TOTAL 1QQ_QOOOOO,b

APPENDIX A-4 Sample Tax Rate Area Allocation Factors Existing Allocations For Fiscal Year 1992-93 LAFAYE'TTE Tax Rate Area 14002 Increment Allocation Fund Number f:und Name Factor$ 100300 COUN1Y GENERAL 2B.81672 6 AI 120600 COUNTY LIBRARY 1.67333% 202500 CONTRA COST A FIRE 15.35287% 250500 C. C. FLOOO CONTROL 0.22986 A> 252000 FLOOD CONTROL Z 38 0.91400% 262500 CO. WATER AGENCY 0.04334 A:l 310200 C. C. RES CONSV 0.020170A:J 330100 CO. CO. MOSQUITO ABA 0.281 9~--b 340600 CENTRAL SANITARY 3.55706% 360100 ALAMO LAF CEMETERY 0.13044 A:. -400100 EASTBAYMUO 1.68118% 400900 BART 0.70S07"A> 401000 BAY AREA AIR MGMNT 0.2Q6.40 A> 402600 EAST BAY REGNL PK 3.36644 ;\> -42UOO CI1Y OF LAFAYETTE 1.085790,-t, 500100 ACALANES HIGH 14.3915-4,-t,. 510100 CANYON ELEMENTARY 0.01348 A> 520100 LAFAYETTE ELEM. 14.92529% 530100 MORAGA ELEMENTARY 0.40514 ;\> 540100 ORINDA ELEMENTARY 0.49103% 550100 WALNUT CREEK GENERAL 4.52009% 690100 CO. SUPT. SCHOOLS 2.02875% 790100 CO CO COMM COLLEGE 5.157320,!:> 900000 EDUCATION REV AUG FUN 0.00000 4 /b ORINDA Tax Rate Area ~ 8004 Increment Allocation Fund Number Fund Name Factors 100300 COUNTY GENERAL 23.48751% 120600 COUNTY U9F\AAY 1.43794 4 AI 201800 ORINDA FIRE 25.45631% 250500 C.C, FLOOD CONTROL 0.19753% 282500 CO. WATER AGENCY 0.03724% 310200 C.C. RES CONSV 0.01733% 330100 CO. CO. MOSOU!RO APA 0.24206% 340600 CENTRAL $ANIT ARY :1.05666 /b 400100 EAST BAY MLJO 1.4-4467% 400900 BART 0.608-46% 401000 SAY AREA AIR MGMNT o-. 17737% 402600 EAST BAY AEGNL PK 2.89286 Al 421eoo CITY OF ORINDA 4.98121.A;. 500100 ACALANES HIGH 12.37517% 510100 CANYON ELEMENT AAY 0.01159~,-t, 520100 LAFAYETIE ELEMENTARY 1.918200,-t 530100 MOAAG.-, ELEMENTARY 1 _19637 -t~ 540100 ORINDA ELEMENT AAY 12.27126% 550100 WALNUT CREEK GENERAL 2.01 106,!:> 690100 CO. SUPT SCHOOLS 1 74450% 790100 CO CO COMM COLLEGE 4_4:}470% 900000 EDUCATION REV AUG FUN Q_ OOQOOD,!:> 1 00' 00000,b DANVILLE Tax Rate Area 16004 Increment Allocation Fund Number Fund Name Factors 100300 COUNTY GENERAL 24,61 162 4.-b 120600 COUNTY LIBRARY 1.51637fiAI 250500 C. C. FLOOD CONTROL 0.2Q8JQ 11 AI 252000 FLOOD CONTROL Z 38 0.82827% 282500 CO. WATER AGENCY 0.03927 AI 300500 SAN RAMON VLY FIRE 19.042:18% 310200 C. C. RES CONSV 0.01828 A:. 330100 CO. CO. MOSQUITO ABA 0.25526% 340600 CENTRt.L SANITARY 3.223410,A;, 360100 ALAMO LAF CEMETERY 0.1 182QOro 400100 EAST BAY MUD 1.523--48% A00900 BART 0.64165% 401000 BAY AREA AIR MGMNT 0.187()4% 402600 EAST BAY REGNL PK 3.0SQ660A> 421600 CITY OF DANVILLE 8.303520,!:> 690100 CO. SUPT SCHOOLS 1.838280.A;. 780100 SAN RAMON UNIFIED 29.92Q7.o\O_A;, 790100 CO. CO. COMM COLLEGE 4.67307% 900000 EDUCATION REV AUG FUN 0.000()()% 100.00000% 100.00000%

APPENDIX A-5 Tax Rate Area Allocation Factors For Fiscal Year 1992-93 DOUGHERTY VALLEY mas: Estimated Fund Factor Factor Factor Factor Factor Factor Weighted Change Adjusted Number Fund Name S6026 66008 661:39 66D62 66090 66003 Average (1993-94) Percentages n/a EST. UNITS IN EACH TRA 600 IS\ 802 0 600 8,847,_,,000 \00300 COUrm' GENERAL 33.U282% 33.82172% 33.19671 h 32.68391% 32.0~26~1\1 33.171900,.\. 33.60483 AI 16.60241% 12.00241 tb \20600 COUrm' LIBRARY 1.e51-42% 1.89265% 1.85767% 1.82877% 1.79598% 1.889850~ 1.880330.-b 1.880334AI 1.S8033 A> 250500 C. C. FLOOO COtiTROL o.2sna" 0.25999% 0.25520 h 0.25\32% 0.2467.2CA. 0.25959% 0.258-'8% 0.25848% 0.19317% 282500 CO. WATER AGENCY 0.0468S% 0.0490~tb 0.04809% 0.04738.-b 0.04652"tb 0.04896% 0.04B65% 0.04865% 0.03636 h 300500 SAN RAMON VL Y FIRE 13.05366% 13.32083 tb 13.07471% 16.23E;.(QI..b 15.94363~A> 1J.JQ12Q 0,4J 13.(1559% 13..(1559% 10.02621% 3\0200 C. C. RES CONSV 0.02:\43" 0.02281 /b 0.02234 /b 0.022160AJ 0.02166 A. 0.02276% 0.02271% 0.02271~ 0.01697 h 330100 CO. CO. MOSQUITO ABA 0.31<03" 0.31661'tb 0.31270% 0.3079QGAl 0.30233 /b 0.31812% 0.31665% 0.31665%. 0.23665 A:. 360100 ALAMO LAF CEMETERY 0.14530% O.OOOOOOtb 0.00000" 0.0(1()0(1'~ 0.00000% 0.14733% 0.12642% 0.12642% 0.09448 tb <00900 BART 0.76744~ 0.80087~/b 0.78607% o.n399<'tb 0.75996 /b 0.79969% 0.79588% 0.79568% 0.59480% 401000 BAY AREA AIR MGMT. 0.22498% 0.2334--1 /b 0.22917% 0.22561% 0.221530/b 0.2331QOA. 0.23174% 0.23174% 0.173200/b 402600 EAST BAY REGNL PK 3.73095% 3.8076JO,~ 3.73729% 3.679-(.7% 3.61318 Al 3.80206% 3.78323% 3.78323%. 2.827-42<1h 690100 CO. SUPT SCHOOLS 2.2.C509 AI 2.29443% 0.89161% 2.21725 tb 2.17728% 2.29110% 2. 16039 AI 2.18039% 2.18039% 780100 SAN RAMON UNIFIED 36.59245% 37.3-t5280A;. 40.82587% 36.08887% 35.43782Ch 37.29029% 37.40971% 37.40971% 37.-40971 tb 790100 CO. CO. COMM COLLEGE 5.72.299% 5.832 8 tb 4.76257 ib 5.63697% 5.53473% 5.82405% 5.725-48% 5.72548% 5.72548% 400100 EBMUON-IATEA PROVIDER 1.66079% 0. OOQ{)()Iitb 0.00000 /b 0.00000%> 1.B044Qdh 0.000000tb 0.19992 A> 0.19992% 1.eo000 tb :\40600 CENTRAL SAN/SEWER PRO 0.00000% 0.()1)()00% 0 00000% O.OOCOO"AI 0. OOOOO"tb 0.00000% 0. OQO(){)Otb 0.000()()% 3.2000Q'Ih 900000 OV COUNTY SERVICE ARE 0.00000% 0.000000/b 0.000()()% 0.000000.-t. O.OOOOO"h Q. ()()QOQO,.t, 0.00000% 0.00000% <.()()()O()'l<, 900? ERAF 0.00000.. O.()()(X')O<IAI 0. OQO()!Yl,A, O.OO()OOOM 0.00000% 0.00000,-t, o.oooooam 16.80241~ 16.8024\% TOTAl 100.00000% 1 00. OOOOQ<IAI 100.00000 A 100.00000"h 100.00000%, 00. QOOOQ<l,b 1 OO.OOOGoatb 100.00000% 100.00000 /b NOTE: THE ADJUSTED PERCENTAGES ARE ESTIMATED ONLY: THIS SECTION W!Ll NEED TO BE MQO!FJFJ UPON PUBLICATION OF NE'NTAA'S THE COUNTY SERVICE AREA WILL RECEIVE AN ALLOCATION FROM THE COUNTY GENERAL FUf,'C THE WATER AND SEWER PR0Vt0ERSW1LL RECEIVE AlLOCATIONS FROM EACH AGENCY OTHEP, 7HI-.f\' THE COUNTY GENERAL FUND SCHOOL ALLOCATIONS ARE UNAFFECTED. I..,\

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~.,.J" APPENDIX A-' The Capital improvement Program indudes reference to certain oft he m1tigation measures adopted by the Contra Costa County Board of Supervisors on December 22, 1992 by Resolution No. 92/864, related to the approval of the Doughert'y Valley General Plan Amendments and Specific Plan. In some instances, the parties to this Settlement Agreement have agreed to substitute an ahemative mitigation meuure for the purposes of this Settlemen: Agreement. The following provides the tejtt of the mitigation meuures adopted by the Board on December 22, 1992 that are referred to in the Capital improvement Program, substituting. where appropriate, the ahemative mitigation measures agreed to by the parties to th.is Settlement Agreement. 5.1: Tht Project proponents and the County shall apply to the Contra Costa County LAFCO for and obtain annexation of the planning.are.a to the Centra! Contra Costa County Sanitary District ("Centra! San~)- The annejtation application shall be submitted vrith a service program stating how Central S11.n would provide wastewater service to the planning area while continuing to meet the demands of its current service area. This shall include a discunion of needed facilities ejtp11n1ions and shall specify the DVSP area's pro rata share of these facilities The Contra ~osta County Community Development Department shall condition the approval of development within the final development plans on succeufulanne:ution to Central San and would be responsible for monitoring the success of this mitigation measure 5.2. lf obtaining wastewater service from Centra! San would be infeas1bl~ or if other reasons justify ttrving the Project through another agency, the developers shall apply to the Contra Costa County LAFCO and obtain anne,.;ation of the planning area to DSRSD for wastewater service: tfdsrsd were to collect wastewater and TWA wc:re to convey this wastewater expansion of the Larv. in Pump Station/construction of Fallen Leaf Pump Station, could be requirt:d plus the following additional improvements a relief gravity sewer, a raw sewage pumping station, and now equalization facilities The construction and operation of these improvements could have off site impaca which are discussc:d below. 5.): The County shall require the: developers to provide the planning area's pro rata ~hare of all off~itc wastewater service improvements necessary to serve the planning area The Contra Costa Community Dc:velopment Department and Central San (or DSRSO if obuining wastewater service from Central San is infeuiblt) would be responsible for monitoring the success of this mitigation measure 5.4: Where necessary the Project proponents and the County shall apply to LAFC6 for and obtain annexation of the planning arta to EBMUD. The annexation application shall be submiucd with a plan for service stating how water would be provided to the Specific Plan area while continuing 10 mce1 the demands ofebivfijd'~ current service area 5 S. If obtaining water.service from EBMUD would be infea~iblt:, the developers shall apply to LAFCO for and obtain annexation ofth~ plannint; ar~a to DSRSD or another prov1der for water service If DSRSD were to supply water to the planning area, the District would pottntially need to construct the follo,. ing facilities a new aqueduct turnout from Zone 7 facilities along 1-580, to Central San for treatment, the Central San improvements listed above!in the FElR). except the Cl1110(l~ll OltU~ Ol.1$1'N c;.;jaoo~a 011"lt~ Ol1SI'N

Dougherty Road in North Dublin; up~ize the existing aqueduct tumout from Zone 7 faciliti~5 w~st of 14- and 16-inch diameter water mains, including 7,200 feet or 16-inch diameter (minimum) water main, along Dougherty Road from the existing Dublin Zone 7 turnout, two to four booster pump stations; and timed to operate in the eafly morning, and d~signed and adjusted to avoid sprayov~r onto adjac~nt barr~n surfaces (S\Ich as sprinuer sprayover for median strip irrigation onto adjacent asphalt) The Contra Costa County Community Development Department will be responsible for monitoring the success of this mitigation measure at least two storage reservoirs. These facilities would be constructed partially to serve East Dublin.!fEast Dublin devdopment began before or during Dougherty Valley development, pumping!lations and Water mains would need to be sized to accommodate both development areu. The existing Zone 7 turnout in Dublin nt:ar Dougherty Road would need to be connected to the southwest portion of the Dougherty Valley Distribution System using approximately 7,200 feet of pipe This source would rely on two booster pumping stations, each of which would be dedicated to one oft he preuure zonts in the planning area. Another source would be generated from the proposed distribution system expansion for East Dublin. This source would rely on four reservoirs and two pumping sutions u shown in Figure 2 of the report. If development oceun in the pla.nning area before the Planning of development in East Dublin, the 7,200 feet of water main from the existing Zone 7 tum~ut would need to be sized to accommodate projected planning area water demands Landscaping must conform to AB 325, which requires land use planning agencies to adopt water use standards indicating the ma:otimum amount of water allowed for new landscaped areas. Other water conservation measures, such as the BMPs outlined in the MOU for Urban Water Conservation in California, shall also be implemented by the selected water purveyor 5.7: The County ~hall require the maximum use of recycled water where feasible for irrigation of open space areu and median strips The County shall also require the maximum use of recycled water for irrigation of private-lot landscaping, where feasible. Currently, 1 he California Department ofheahh Services (DHS) does not allow private!and owners to control recytled water use on their property. Becftuse.residents ue concerned about involuntary exposure to redaimt'd water, this lack of private control hu reduced the acceptability of u~ing recycled water to irrigate private lot landscaping. However, DHS i1 revising its interpretation of only. with Zone 7 DSRSD may need to acquire and develop water rights independent ofits contract Title 22. Water Quality Stand.ards, to allow private control of recycled water, which will increase the acceptability and feasibility ofirrigating private lot landscaping with recycled wzter. The Contra Costa Community Development Depanment would be responsible for monitoring the success or this mitigation me1sure 5.6: The Counw shall require an land$caping to be irrigated with drip syst~ms or wat~r-efficient sprinkler system~. which shall be jrrigated species,.,..._,mil~,.,,. t)l!i'u calibrated to deliver only the amount of wa1er necessary to sustain the S 8 The County shall require the developers to provid~ the planning area's pro ra1a share of al\ offsite water service improvem~nts necehary to serve the planning area The Contra Costa Commu!"lity Develormenl Departmr:nt and EBMUD (or DSRSD if obtaining water CHl1100011 01'11'U 0111 PM

~ " c e 0 E I ~ E ~ 0 u 0 ~ u ;-,..:'! -E 0 E E 0 u. (C. I

S_2g Tht County shall ensure that one or mort mainttnance facihtin for equipment storage to maintain the open space are!ocued in the final development pl3n~ And tonmucted The deytloper sh.tll be rnponsible for conw\ictinj..; stota~c 1ru~ The County shah rnsure that one or more maintenance facilities for equipment storage to maintain the open space are loc:.tted in the final development plans and conmucted The locationt for these facllities shall be rtvie ed and approved by the open spau management agel'lty mpon1ible for the planning aru,_29: The Projw proponena shall reviie the alignment of the Hail t.a$tment so that it is entirely it!un the planning area and lust en\ironrnentally dvnaging This mitigation measure shall be implemented prior 10 adoption of the final development plan The Community Developmtnt Department and EBP..PD would be responsible for monitoring the mceeh of this miligt.tion measure ~JO- EBRPD should 1tquire offsitt ea~cmen\1 from the hndo.,..t!ersto the nonh and south of the \\'indemere propemy to allow connec1ion to a regional trail srst~m This mitib.ttion measure should be implemented during construction of the regional trail on the Project site soon after completion EBRPD and the Community De\'e1opm<n1 Departmtll\ would be respensible for monitoring th( success ofthi5 mitigation measure SJI Oevtlopers shall be responsible for financing con1true1ion of the regional trail east ofdought>rty Road The County shall consider tstablishing a LandscAring ~nd Lighting District, County Service Ate.1. "l<llo-roos Community Faci!uies. District. or comparat>k mechanism to fit~anc~ th~ maintenance ofthi~ trail. d~pending on th~ entity thll (\'entualll assume~ man!gt:ment respon~ibihty for the tui! ~ 31 The (OUi'\11 shall require the Project rrorn'itnh t('l ded O\C!and f0r the park~ identified on F1p;rc ~-7 and build facil<tth accordli'\f to tht General Plan tlandard;,n loot ions on Figure 5-7 and constructed ICI mainuin the four acres per 1.000 population Pul.:hnd sunchrd id~ntif1ed in Gener.tl Plan Gm14-K The Communit~ Dt\tlopment Depanmen: and the parb diwict idcntifted in Mitigstio:-. ~lthure ~ 26 v..ould be re~pon~ib\e for monitorins the succeh of this mitigation measure 5_))_ The Coumr sh1ll form a Landscaping and Lighting District. County Service Area. or Melle-Roo! Community FJc!litie~ Di~trict, or t"~tabtish a comparable mechanism, to finance main1enance oft he parks and recrutional facilili~s and resources in the ptaming area The scope ofth.i~ 1inancing mechanism shall be determined by County, based upon the entities that ahume management responsibilitiu of these facilities and resoutcts ~.34: The Project proponent shall dedic:ue one site for a public library l.l'ld provide l!,600 square feet of library space 5_)5: The proponents shtl! conmuct the tibruy and fund acquisition oft he materiah neceu1ry for initial opcution of the library 5.14: The Project Proponents shall provide 4,500 square fee.t of substation space. CCCSD shallnppro, e all substation space design plans. The Community Development Dep:Lttmt.nt shall condition the approval or fin:~! development pbm and te.nt.:ttive. maps based on a&quate finolncing and the inclusion of this community facility. CCCSD and the Community Developme.nt De.partment would be responsible. for monitoring the success of this mitig;ltion me:uure. 5.16: The Cout~ty shall circulate development and open space m:magcm~nt/improh::m~nt pll.ns to CCCSD for review and incorporate feasible sucg<:"stions before :~pproval. If recommcnd:~tions are deemed infeasible by the Community Ot!velopmcnt Ot!p:.u1menl, CCCSD shall be:: given 3 reasonable ;)ftlount of time to produce llkmativc recommendations. CCCSD shall comment on aspects o( development plmis, such as usc of Jdensib!e space standards, visibility of address numbus from the street, lighting and landsc:~ping of op.::n spau u~as, and roadway design. CCCSD and the Community D.:..,.::lopmcnt DcpJitment would be: responsible for monitoring the success ofthii mitigation mc:uure. Table-~-) and tht Ct>un!) ;mk dedication ordtnlnce PMk~ ~h~!l be dedtcated MtNd.ng to

~-,! 9.j~ n,... Pro_,~( I pc-;onrnt~ small form or pji"ilc1plr II'\~~! (\t\h~f Grolof'' HuHd AbJttm~n: D11tncu (GH ills) 10 e~ta~bm fun;lt~ m~.:h!n11m1 fo;>r ~n; rcmedt~l v.orl,.j rtqt.tird aft e. l PIO)t.:t 11 ccn<tructd fo land~ldn or otmul~n,j d tvrbncn in purled aren If J GHAD n mel feniblr N adequate. the Project rror<.'nen11...,!; pro"ct 1ecd mont) inw a ne'' or exi~ting funding mechani$m uuhud to handle ~ub~cquent mamlenance and remeotal repatr The respon~ibdil\ ofremedtal worl to correct ali ~otl'sltde problems will $Ia) v.ith the dn eloper for l\-..o tothrte,,inter periods ali.er the >Iori.. ~~performed Con(ctions '\1 meet ~ontra Costa Count) Cornmunit~ De\'clopment and Publ1c \\"orlo Depanment requhcmcflts for remedja11!. orl comdon w1\l -. ary In \lidth and confisuration />.lajor cred; comdors wcl!ld a erag~ }00 feet in '-lldth. v.ith fluctuation~ based on indi>idual design a~d engineering consideration~ in order to provide adequate space for th~ fuh range of biologic. hydrologic, and recreational impro.-~ments Smaller creeb and drainages are to be mainuined v.-111'jn a 50-foot conidor These channels hall be si:r.ed to accommodate the anticipated 100-year!loodflow~ 10 J The P10ject proponent hall comtru'l on me detention ba5il"ls to Con\ra Com County Flood Control D1strict standards The detention btsins shall reduce post-project peak!lood!lows to predicted pre-projectleveh so the stonn water fiow limitation at the County line is not exceeded Each phue of devtlopment 5hall b< fe\ie... ed to ensure compliu~ce with these standards. Detention buin designs should in\ olve c.oordin.1tion 'J.ith ACFC\\'CD prior to final desi!;fl and must be te\le... ed and approved by CCCFC\\'CD. 10.1: The Project proponents shall establish a storm drain infra.hucnue syitem tluoughout the proposed Project that ufe!y con\ eys runoff from indi,idual homes, lots, and streeu to the major creeks via a system of (uh-erts, guuers.. and swales constructed to Coul"lt)' standards This local flood protection thill be provided for at least the 10-year\ocal flood event Thi~ mitigation measure shall follow the storm drain systtm policy U-6 or the 0\"SP A benefit iuenmtnt diwi.:t, County Sef"\ice Area or other arpropnate maintenance entity shall be established to maintain the drainage facilities for Alamo Creel The (O)'olt Cr~d.. water1hed ~hal! be ~nnexed 10 draina e area ha I OJ_ The PrCijcct rrorcinent~ shall increhc the c~racity ofe~istins on~ite major drainatn As a rnuh oft he dq:raded C{lndition C'fthc tred.~ in the plannin ar~a. tho: D\"SP prf>po~n a necl re.moration rr!.pam 11 ~tatd under p!.!ic~ OS(".Q, 'hich includes the rep ad1n_s oft he creels and channel mod1ft<:ations that 1.0.0uld form tcrracn and accommodate major flood The Project falls under the jurisdiction of DFG and th( Corps. Designs for creek impro'-'emen\5 must be coordinated with these agencies The Project proponents shall submit alener for map revision to FEMA to re!lect the new 100 yeu flood plain due to the channel ch~nges propo~ed in the restoation program Development "Aithin the amkipa\ed revised flood plains shall be designed to withstand!loading 10.4: Prior to Project construction, or to uthfy the l\'pdes requirements, the Project proponents shall construct, as appropriate, onsite retention or detention'facilities or in Mall silt or grease traps in the storm drain system for the proposed Project drlinage_ 10.5: The Project proponents should ensure that their plan includes a substance control program for construction activities to reduce potentially significant impacts on water Quality caused by a chemical spill This program should require sar( collection and disposal of h;u.ardou$ substances gcnerated_during construction acti~ities and should include an emergency response program to ensure quick and safe cleanup of accidental spill~. The County should requ1re a kurdous suhunce co::tr-:-1 ar.o em(rg~.-~..: _; ~:sponse prografl' to be approved by the Dcpanm~nt of Public Works Director, with input from the City or San R11mon as a condition of 'final dc,clopment plan approval 10 6 SiiC bridge~ ~ueh that they do not constrict!lows. panicularly bankfull!loodflcn. l Design of bridtcs shall be perfonned b~ 1 rebistered civil en:;ineer e\ ents and Pohcy OSC-10 v. hich requires that regraded (!eels be ~tabili:ed u~inf a combina\lon of H"felation and en\lronmental!) 1cn~iti1 c stahliz.atic-n te.:hniques The prorosed creel..

! 7_1- Each ttntativt map for ruidtntla.l devdopmenl over ten unia shall... -hrn feasit'l!e, incorporate design features, such u protection of sobr accrs~ and orit'nutio"n of structures, to reduct' heating and cooling requiremenu features, designs. a~pliances, and practices This ptmphlet sh~ll be pto\ided in the home u any other home!app\,ar-..ce v.arranty documentation 17.2. De, e!optn JhaU comply with the California Energy Commission (CEC) energy budget limits for the Dougheny Valley aru by uti!i~ing-devdoper'j choice oft he CEC prescriptive packages tvailable at that time. Developers...;u indicate which package they are utilitins during the Building Deptnmtnt plan checking process 17.3: 1n addition to the requirementj (or fluorescent lighting in kitchens and biths prescribed by the Ctlifomit Energy Commiuion, all fixed lighting in non-living space (i_e_ clews, guages, utility rooms or storerooms} sha11tccept rluorescent bulbs. This use would not be included in the Title 24 complilllce package for the home, it would be included u an additional conservation musure. This sha.ll bet condition of final map approval and verified b~:fore issuance of the occupancy pennlt. 17.-4: R~:duce energy use in 100Y. of the homes in the planning area to at!east 7% below the energy budget goal csubli~hed by Title 24_ Developer shall consider us!' of solar hot water heaters, high effic:iency gu water heaters and/or Ngh efficiency fvmaces, u well as alternative meuures, to,meet thil requirement. lnclusion or these measures would not be pan of Title 24 comptilnee but, rather, would be additional conservation musures In addition, huted pooh buih in the p\annins area shall be heated using solar heaters or be equipped v.ith solar ':~:.:-.i-.et'> 17 ~ Delete 17 6 Pro, ide all new homeowners with a copy of Home Energy ManuJ1 (California Ener~;-~ CommiHion 1992&), as currently required by the Enerb)' Sundards Th~ manu~! pro\'idts useful infonnation to homeowneri on a wide variety d energv Conservin ' _..<!)!fro;.0001' C21'll,.. 0111"

EXHIBIT C-1 INITIAL PROJECT TRAFFIC IMPROVEMENTS* C-1.1. C-1.2. C-1.3. c 1.4. C-1.5. Camino Tassajara/Crow Canyon Rd./Blackhawk Rd. intersection improvements. Within existing curb-to-curb pavement section, reconfigure NB approach (Crow Canyon Rd.) to provide two left-tum lanes, one exclusive through lane, one shared through/right-tum lane, and one exclusive right-tum lane. On Tassajara Ranch Drive, remove median and add bike lanes. Sycamore Valley Rd./I-680 NB on-ramp/camino Ramon intersection improvements. Reconfigure WB approach (Sycamore Valley Rd.) to provide one exclusive left-tum lane, one exclusiv:e through lane, one shared through/right-tum lane, and one exclusive right-tum lane. Crow Canyon Rd./Dougherty Rd. intersection improvements. Reconfigure EB approach (Crow Canyon Rd.) to provide three exclusive through lanes, and one "free" right-tum lane to SB Dougherty Rd. Reconstruct SB Dougherty Rd., south of Crow Canyon Rd., to provide dedicated curb lane to accept right-turns from EB Crow Canyon Rd. Bollinger Canyon Rd./Camino Ramon intersection improvements. If needed, reconfigure SB approach (Camino Ramon) to provide two exclusive left-tum lanes, one shared through/right-tum lane, and one exclusive right-tum Jane. Bollinger Canyon Rd./ Alcosta Blvd. intersection improvements. Reconfigure EB approach (Bollinger Canyon Rd.) to provide one exclusive left-tum lane, three exclusive through lanes, and one exclusive right-tum lane. Reconfigure WB approach (Bollinger Canyon Rd.) to provide one exclusive left-tum lane, three exclusive through lanes and one exclusive right-tum lane. Reconfigure SB approach (Aicosta Blvd.) to provide one exclusive left-tum lane, two exclusive through lanes, and one exclusive right-tum lane. Widen Bollinger Canyon Rd., east of Alcosta Blvd., to provide three through lanes, plus turn lanes as needed, in EB and WB directions from Alcosta Blvd. to project limits. Construct traffic signal at Canyon Lakes Drive. (C-1-i)

C-1.6. C-1.7. C-1.8. C-1.9. C-1.10. C-1.11. C-1.12. C-1.13. C-1.14. Dougherty Road, re-alignment and construction of a six lane facility between the northerly project limits and Crow Canyon Road. Windemere Parkway, construction of a new four lane, divided arterial facility between the project limits and Camino Tassajara Road. Intersection improvements at the Windemere Parkway /Camino Tassajara intersection which include a traffic signal, left-tum channelization, and transition tapers from six to four lanes on Camino Tassajara north of the intersection. Windemere Parkway/Camino Tassajara Road intersection improvements, provide left tum channelization, a four phase traffic signal, and tapers on Camino Tassajara to transition from six to four lanes north of the intersection. Crow Canyon Road, widen to six lanes between Dougherty Road and Tassajara Ranch Road. Crow Canyon Road, widen from 4 to 6 lanes from Alcosta Blvd. to Dougherty Road. Dougherty Road, widen to 6 lanes from southerly limits of development to Old Ranch Road. Intersection improvements at the Dougherty Road/Old Ranch Road intersection are included and consist of a traffic signal, left-tum pockets, and right-tum pockets. Dougherty Road, widen to 6 lanes from Old Ranch Road to the County line. Dougherty Road/Old Ranch Road, intersection improvements to accommodate four lanes on Old Ranch Road and six lanes on Dougherty Road, with left tum and right tum channelization. Install a traffic signal. Alcosta Blvd./Old Ranch Road intersection improvements (Currently, controued by a three- way stop sign). Install a traffic signal. * Amendments to this list may be made upon the written agreement of the County, the Developers and the Petitioner City in whose jurisdiction the relevant traffic improvement is/would be located. (C-1-ii)

EXHIBIT C-2 ADDITIONAL PROJECT TRAFFIC IMPROVEMENTS* C-2.1. C-2.2. C-2.3. C-2.4. C-2.5. C-2.6. C-2.7. C-2.8. C-2.9. C-2.10. C-2.11. Bollinger Canyon Road, construct eight lanes from I-680 to Alcosta. Camino Tassajara Road, widen from two to six lanes between Windemere Parkway and the County line. Camino Tassajara/Sycamore Valley Road intersection improvements, widen!restripe SB leg for 1 LT/RT lane and 1 LT lane. Crow Canyon Road, widen from 6 to 8 lanes from I-680 to Alcosta. I-680 northbound off ramp/bollinger Canyon Road intersection improvements. On NB leg, widen right turn radius, construct raised island to convert curb right turn lane to a free right turn lane, restripe 2nd right turn lane to stay under signal control, and modify signal control. Alcosta/Crow Canyon Road intersection improvements. Add exclusive right turn EB. Alcosta/Crow Canyon Road intersection improvements. Add one NB exclusive RT lane. Camino Ramon/Crow Canyon Road intersection improvements. Widenlrestripe SB approach to one RT, one through lane, and 1 LT lane; add an EB exclusive RT lane. Crow Canyon Road/I-680 NB off-ramp intersection improvements. Intersection will be congested due to queues from adjacent intersections. Add another RT lane on NB off-ramp. I-680 SB ramps/crow Canyon Road. Restripe to revise existing right turn lane to provide shared right/left lane. Bollinger Canyon Rd-'Sunset Dr. intersection improvements. If needed, reconfigure SB approach (Sunset Dr.) to provide one exclusive left-turn lane, one exclusive through lane, and one "free" right-tum lane to WB Bollinger Canyon Rd. Widen Bollinger Canyon Rd., west of (C-2-i)

Sunset Dr., to provide dedicated curb lane to accept right-turns from SB Sunset Dr. C-2.12. C-2.13. Crow Canyon Road Noise Attenuation. As appropriate, construct soundwalls along Crow Canyon Rd. between Dougherty Rd. and Alcosta Blvd. Crow Canyon Road, Camino Tassajara and Sycamore Valley Road. Provide for pavement overlays of these roads between the Dougherty Valley project and I-680. * Amendments to this list may be made upon the written agreement of the County, the Developers and the Petitioner City in whose jurisdiction the relevant traffic improvement is/would be located. (C-2-ii)

EXHIBIT C-3 COST ALLOCATIONS FOR CERTAIN ADDITIONAL PROJECT TRAFFIC IMPROVEMENTS Not in limitation of any obligation of the Developers to provide a pro rata contribution to any of the improvements described on Exhibit C-2 other than the improvements listed below, the following improvements shall be funded by a fee, to be paid at building permit for each residential unit in the Project, not to exceed $200 per unit: C-3.1. C-3.2. C-3.3. C-3.4. C-3.5. Improvement Camino Tassajara Overlay Crow Canyon Road Overlay Sycamore Valley Road Overlay Crow Canyon Soundwall Camino Tassajara! Sycamore Intersection Reference to Exhibit C-2 C-2.13 C-2.13 C-2.13 C-2.12 C-2.3 The per-unit fee described above shall be adjusted annually in accordance with the construction cost index published in the Engineering News Record. Any obligation to pay a fee to fund any of the improvements described in this Exhibit C-3 shall be conditioned upon construction of the identified improvements. Failure to construct an identified improvement shall result in a corresponding refund to the Developers. (C-3-i)

EXHIBIT D ADDITIONAL TRANSPORTATION-RELATED EFFORTS I. San Ramon, Danville and the County shall support the inclusion of the Bollinger Canyon Road extension from north to south as a Regional Route in the Tri-Valley Action Plan. 2. San Ramon, Danville and the County shall meet and confer regarding the appropriateness of supporting the incorporation of all regional traffic improvements (including the Initial Project Traffic Improvements, as appropriate) into the Tri-Valley Action Plan. 3. To the extent that the Developers will fund or construct transportation improvements subject to any Measure C Action Plan or CMP Deficiency Plan, San Ramon, Danville and the County shall consider such funding, or the cost.jf such construction, as a credit against any obligations imposed under such action plan or deficiency plan. 4. San Ramon, Danville and the County shall commit to making a fair share contribution toward local, subregional and regional transportation improvements. 5. San Ramon, Danville and the County agree to confer on additional traffic mitigation measures that may be required for Project-related traffic above 8,500 units, should the Project seek the ultimate build-out of 11,000 dwelling units. 6. Environmental Impact Reports or traffic studies based on model runs which include analysis of the Camino Tassajara!Crow Canyon Road/Blackhawk Road intersection shall be consistent with the Tri-Valley Transportation Model network as of February 1, 1994. Addition or deletion of streets to the roadway network within the vicinity of this intersection shall take place only with the agreement of the affected jurisdiction. Traffic assignments utilized in those model runs at this intersection shall be based on Tri-Valley Transportation model output, including intersection turning movement adjustments specified in the current Contra Costa Transportation Authority "Technical Procedures," as it may be amended or replaced from time to time. Manual reassignment of traffic to other nearby streets requires approval of the affected jurisdictions. (D-i)

7. Sycamore Valley Road and Camino Tassajara within the Danville Town limits have an ultimate capacity consisting of the following: four through lanes, acceleration/deceleration lanes at all intersections, left turn pockets at all intersections, and Caltrans standard Class II bicycle lanes. Nothing shall be done to eliminate such acceleration/deceleration lanes or Class II bicycle lanes. The Parties shall support the inclusion of this policy as an action in the Action Plan for Camino Tassajara, Sycamore Valley Road, and Crow Canyon Road. 8. The County shall require the Developers to contribute appropriate funds for transit as specified in the Specific Plan, as it may be amended from time to time. Additional funds may be required from the Developers to fund transit levels assumed in traffic studies for individual tentative maps. 9. The County, San Ramon and Danville shall support the inclusion of the Alcosta/I -680 interchange improvements in the regional project list for any Measure C (1988) action plan or CMP deficiency plan developed for the Tri-Valley Subregion. (D-ii)

EXHIBIT E AMENDMENTS TO SAN RAMON GENERAL PLAN AND RELATED ACTIONS

SAN RAMON GENERAL PLAN AMENDMENTS A. Land Use Element. NOTE: San Ramon's Dougherty Valley General Plan Amendment is not reflected in the following discussion on the Land Use Element. Page 8, 11, 13. Specific Plans. Amend discussion of Dougherty Valley Specific Plan to update information on County's Dougherty Valley Specific Plan. Page 13. Housing Units and Population. Amend Table 1 to reflect appropriate unit counts and population for Dougherty Valley. Page 15. Growth Strategy. Amend discussion of supply of municipal services by San Ramon to Douohertv Valley, as appropriate. Page 18. Guiding and Implementation Policies. Amend Guiding Policy C to reflect that annexation to San Ramon prior to granting development approvals has not and will not occur. Amend Policies B and D, as appropriate to Dougherty Valley, regarding the relationship of development approvals and urban services. Affiend Policy E regarding adoption of a Specific Plan for Dougherty Valley by San Ramon. Page 24. Residential D evelopment. 1

Amend Table 2 to reflect appropriate number of units and unit types for nougherty Valley. Pages 26-27. Dougherty Valley Subarea. Amend General Plan information to reflect County's Douqhertv Valley Specific Plan. Page 28. Amend General Plan text and Table 3 to revise information on commercial uses in the Dougherty Valley. Page 29. Amend Table 4 to revise information on office uses in the Dougherty Valley. B. Open Space Element. Page 37. Amend General Plan to reflect open space svstem in Dougherty Vai:ey. C. Parks and Recreation Element: City Standards. Pages 41-42. Amend General Plan to revise information in text and on Table 6 to indicate number and type of parks in the Dougherty Valley subarea. D. Public Facilities Schools Page 46. indicate for high Specific Affiend General Plan text to current information on planning school in the Dougherty Valley Plan and CIP/FA. E. Traffic and Circulation: Intersections - Guiding Policies Page 49. ~City policy that further expansion of the City's circulation system would be unacceptable unless acceptable traffic service levels from additional development "outside Planning Area" will be 2

maintained on "key San Ramon arterials." Page 52. See Policy A regarding standards of LOS D during peak hours and Policy B regarding acceptance of intersections approximating the limits of LOS D on arterial routes bordered by non-residential development. Page 53. Revise Table 7 to indicate projected intersection improvement needs as recommended in Dougherty Valley Specific Plan mitigations and South County Traffic Study. F. Traffic and Circulation: Freeways and Arterials -- Implementing Policies. Page 54. Amend General Plan policies as needed to reflect needed Dougherty Valley traffic improvements. Specifically note, (1) need for revision to Policy J that Bollinger Road should not be extended east of Dougherty Road; and (2) need to revise Policy Q regarding reservation of traffic capacity for Gumpert Ranch at 1,000 units. Traffic and Circulation: Roadways. Collector and Local Pages 57-58. Revise text regarding design capacity of collectors and local roadways that may conflict with Dougherty Valley traffic capacity issues. Specifically, See Policy G on page 58 regarding Dougherty Valley collector roadway. Transportation and Circulation: Pedestrian Paths. Bikeways and Pages 60-61. ~: Dougherty Road is designated as a key north-south Class I bike path. Bollinger Canyon Road is designated as a bike Route II. ~: Policy to locate future transit uses (light rail or BART/in the I-680 right-ofway. 3

G. Housing Element (April 14, 1992). Page 18. Revise Table 4 to reflect updated information on the number of households oroiected in the Tri-Valley. Figure 12. Revise Figure 12 information on Dougherty Valley Specific Plan Area. Page 32. Revise information on dwelling unit future capacity in the Dougherty Valley. Page 36. Update information on development of the Dougherty Valley, as appropriate. Pages 47-48. Revise estimated unit count of 9,000 for Dougherty Valley Specific Plan as used in the Housing Element. Revise information on City adoption of Dough ;rt: Valley Specific Plan and related H:msi 1g Element issues. H. brnendments to the San Ramon General Plan. Dougherty Valley General Plan Amendment, Resolution 88-178 dated December 27, 1988, amends the General Plan to include the Windemere property and Camp Parks within the City of San Ramon Planning Area. Note: Revisions to the General Plan text were not made after this GPA was adopted. As noted above, specific information on the Dougherty Valley Specific Plan should be incorporated into the San Ramon General Plan revisions. See Exhibit V. Growth Management Element, Resolution 91-158 dated October 22, 1991. Page 6 of 19. Policies related to extension of urban services (water and sewer) to Dougherty Valley should be revised as appropriate. Page 9 of 19. Update and revise information, if necessary, on 4

designation of library site in Dougherty Valley. Page 12 of 19. Traffic LOS Standards. See City of San Ramon LOS Standards, Guiding Policies A, B, and C. Page 13 of 19. Note that the City will apply LOS D (.90 V/C) to intersections on Crow Canyon Road Bollinger Canyon Road and San Ramon Valley Road. Page 15 of 19. Routes of Reoional Significance. Amend General Plan (Figure 4) to include Bollinger Canyon Road (extension) and Dougherty Road (expanded) as Routes of Regional Significance pursuant to improvements planned for the Dougherty Valley. Page 16 of 19. Findings of Special Circumstances. ~: City Ordinance No. 154 adopts stricter LOS than Measure C standards. Page 18 of 19. Jobs/Housing. Revise information on housing projections for Tri-Valley. I. *San Ramon Ordinance No. 154. Pursuant to Ordinance No. 154, LOS D is (v/c ratio:.800-.899). 15316<> 5

EXHIBIT F CONFERRAL PROCESS The Dougherty Valley Oversight Committee ("DVOC") shall be an advisory committee established and constituted in the manner described below. Through the DVOC, San Ramon and Danville shall have the right to meet and confer with representatives of the County, the Developers and, where appropriate, service providers, as described below. I. Representation in DVOC A. Members The DVOC shall be made up of the following regular members, who may be staff or elected officials: B. Two representatives of the County Two representatives of San Ramon Two representatives of Danville One non-voting representative of Shape!! Industries, Inc. (permanent invitee) One non-voting representative of Windemere Ranch Partners (permanent invitee) Additional representatives at DVOC meetings The DVOC may ask nonmembers to attend meetings of the DVOC, including representatives of special districts and other service providers. As it deems appropriate, the DVOC may also allow additional representatives of any of the entities represented in the DVOC. II. Activities of the DVOC A. Conferral Regarding Approval and Development of Dougherty Valley: (F-i)

A range of discretionary land use approvals will be needed from the County to develop the Dougherty Valley. County staff shall submit to the DVOC preliminary data with respect to any decision described in Section 4.5.3 of the Senlement Agreement, accept comments on such decision from the DVOC and include such comments in the applicable staff report. There shall be at least one public meeting of the DVOC with respect to any such maner, which meeting shall be held prior to the County's first public hearing on the matter; provided, however, that County may proceed with any hearing and decision if the DVOC has not commenced or completed its meetings regarding such maner within a reasonable period of time. B. Annual Compliance Reports Regarding Performance Standards in CIP The following describes the process for consideration of the Annual Compliance Reports as provided in the Compliance Monitoring Program (Exhibit G) established for the Dougherty Valley. I. On or before October 15 of each year, the Developers shall submit to the County's Community Development Department a report of the preceding year's construction activities and their anticipated construction activities for the next three years. 2. On or before November 15 of each calendar year, County staff shall present an Annual Compliance Report and appropriate supporting documents to the DVOC, which shall, prior to December 15 of such year, hold a public hearing with respect to such report. 3. The DVOC shall review the Annual Compliance Report and those supporting documents presented to it and make comments, if appropriate, to County staff regarding the Annual Compliance Report. 4. County staff shall submit its Annual Compliance Report, as it may be revised, to the County's Director of Community Development or his or her designee (the "Community Development Director"). County staff shall also provide the Community Development Director with a staff report that includes the comments of the DVOC. 5. The Community Development Director shall consider the Annual Compliance Report at a noticed public hearing. After considering the evidence presented at such public hearing, the Community Development Director shall adopt, adopt with modifications, or reject the Annual Compliance Report. (F-ii)

6. Prior to January 30 of each calendar year, and based on the Annual Compliance Report, the Community Development Director shall make a determination regarding compliance with the Performance Standards. 7. The determination of the Community Development Director shall be appealable to the Board of Supervisors within ten (I 0) calendar days of such determination. 8. If San Ramon or Danville disagrees with the Board's disposition of such an appeal, the disagreement shall be subject to the dispute resolution process established under Article V of the Settlement Agreement. C. Conferrals Regarding Intermediate Action As and at the times described in Exhibit G to the Settlement Agreement, the DVOC shall meet when development reaches certain specified unit counts to discuss, among other things, the scheduling and identification of certain intermediate actions appropriate to facilitate achievement of the Performance Standards. D. Other Meetings of DVOC Any member of the DVOC may request a meeting of the DVOC to discuss any matter regarding development of the Dougherty Valley, upon written notice to the DVOC members. Such request shall be granted at the earliest reasonable time. (F-iii)

EXHIBIT G DOUGHERTY VALLEY COMPLIANCE MONITORING PROGRAM I. PURPOSE This Dougherty Valley Compliance Monitoring Program establishes a mechanism to monitor development in the Dougherty Valley and assure that adequate services and infrastructure will be provided at the proper times. II. COMPONENTS OF THE PROGRAM This program includes the following components: A system for tracking development in the Dougherty Valley, including unit counts, the provision of public services, facilities and infrastructure and resulting service levels. Information from this tracking system will be provided on a regular basis and considered in conferrals between the County, San Ramon, Danville and Developers (as a part of the Conferral Process) concerning achievement of the Performance Standards described in the CIP and the completion of appropriate intermediate steps. An annual compliance review to (i) assure that development in the Dougherty Valley is in substantial compliance with the Performance Standards and (ii) recommend appropriate curative or enforcement measures. Conferral between San Ramon, Danville, the County and the Developers at other appropriate times. ill. TRACKING SYSTEM AND CONSULTATIONS A. Tracking System. The County will establish a system to track and provide information regarding development in the Dougherty Valley (the "Tracking System"). This system will be structured to monitor (i) units moving through the tentative subdivision map approval, flnal map approval, building permit and certificate of occupancy stages and (ii) the extent to which the Performance Standards are being met. Tracking will be both sequential and geographical. The Tracking System initially will (G-i)

be based on the County's Land Information System ("LIS"). The County is investigating the possibility of ultimately converting the Dougherty Valley LIS into a feasible on-line GIS-based system, as described below. Contra Costa County's Community Development Department will track development and compliance with the Performance Standards. The Community Development Department may refer or delegate duties or responsibilities for tracking to other County officials or departments, such as the Department of Public Works. The Community Development Department may carry out its monitoring duties with the assistance of outside consultants selected by the County. The cost of any outside consultant will be borne by the Developers. The Community Development Department, however, will have primary responsibility for tracking, and shall independently review the work of any retained consultant. County staff is working on a computerized system that could allow tracking relating to compliance monitoring (the "GIS"). Such a system would be put on-line only after it is tested and has been subject to conferral through the Dougherty Valley Oversight Committee ("DVOC"). This system will be considered "under development" until it is agreed to be made operational as a part of the annual review process. B. City-County Consultations. In accordance with the schedule described on attached Schedule I, the County, San Ramon, Danville and the Developers will meet and confer through the Dougherty Valley Oversight Committee (the "DVOC") established under the terms of the Settlement Agreement (i) when development reaches certain unit counts as indicated by the Tracking System or (ii) upon the request of any member of the DVOC. During these meetings the parties will discuss, among other things, the scheduling and identification of intermediate actions appropriate to facilitate achievement of the Performance Standards as set forth on Schedule I. IV. PREPARATION AND CONSIDERATION OF ANNUAL COMPLIANCE REPORTS A. Preparation of Annual Compliance Reports. Acting through its planning and public works staffs, the County will prepare an annual compliance report (an Annual Compliance Report") based on (i) the information produced by the Tracking System and (ii) development "status reports prepared by the Developers and submitted to County staff on or before October 15 of each year. The status reports will outline construction activities that have occurred during the previous year, work underway and anticipated efforts for the following three years. The status (G-ii)

reports will also include all significant activity related to public and private infrastructure, and all significant residential and commercial construction activity. An Annual Compliance Report will be submitted by County Staff to the DVOC on or before November 15 of each year during buildout and will describe and evaluate, among other things: The Project's compliance with the Performance Standards, and the causes of any identified noncompliance. Progress made by the County, San Ramon, Danville, the Developers and others in addressing any "Intermediate Steps" identified in Schedule 1 to this Exhibit G and the probable need for additional consultations during the following three years. The extent to which Third Parties are acting consistently with the assumptions and standards established under the Settlement Agreement and efforts to secure the cooperation of those other parties. B. Recommendations. Based on the descriptions and evaluations described above (and subject to the specific terms and provisions of the Settlement Agreement), the Annual Compliance Report will include recommendations relating to the following: In the event of on-going failure to comply substantially with Pe;-fomance Standards that is caused by a Developer, (i) a determination of which arpa~ of the Project are not in compliance and (ii) appropriate measures designed to cure such noncompliance (all as set forth in the Settlement Agreement). In the event of non-compliance with Performance Standards that is caused by a person or entity other than a developer, measures designed to cause such person or entity to take actions to correct such noncompliance. Measures that should be taken by the County, San Ramon, Danville and other governmental or non-governmental agencies or organizations, to ensure that the Performance Standards and any Intermediate Activities identified pursuant to earlier consultations can be accomplished. C. Consideration of Annual Compliance Report. The Annual Compliance Report shall be reviewed by the DVOC and considered by the County as set forth on Exhibit F, which describes in greater detail the functions and roles of the DVOC. (G-iii)

SCHEDULE 1 TO DOUGHERTY VALLEY COMPLIANCE MONITORING PROGRAM DESCRIPTION OF CITY-COUNTY CONFERRAL PROCESS REGARDING ''INTERMEDIATE STEPS'' (G-iv)

SCHEDULE 1 TO DOUGHERTY VALLEY COMPLIANCE MONITORING PROGRAM INTERMEDIATE ACTIVITIES LEADING TO COMPLIANCE WI111 Cil' PERFORMANCE STANDARDS A monitoring proces! has been established to determine compliance with the CIP's Pmoi'!JlllllCe Standards. AA provided in the Settlement Agreement and Exhibit H to the Settlement Agreement, failure to comply with a Perfonnmcc Standard would rwult in no additional buildini permi13 being issued for the area DOt in compliance.. The Performance Standards in the CIP are S\liDli1II!izcd in the tab~ that follow. The accompanying "Intermediate activities m: intended to aid achievement of the Perfonnance Standards. They are not Perfonnance Standards tbenuel~. The inter:medilte activity proeas is imende(j to facilitate the achibvement of the identified Perfonnance Standards, and not to provide an opportunity for addinz Performance Standards. Prior to establi shin a a design/construction sc:bedule and idetrtifying a flmding mechani m for a given Perf= Standard, tbe DVOC tbou!d meet reprding that Perlormance Standard I!Od the process leading to itj beina met. T'he3e meet!n.as will addre:l3 the vuiouj Jtep5 that will lead to oompll.ance with the Performance Standard, refinements to method~ of 11tt1jning those!uilldard3, and the needs and c:xpectarlons of attected service providen.

I. Child Care A. Site One Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding! Completed & be Provided id Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Facility to be K-5 student Sites for all four Size of the first At least 18 At least 18 At least 12 Concurrent with provided generation rates for elementary child care facility months prior to months prior to months prior to delivery of first concurrently with units built in schools and to be determined the estimated the estimated the estimated elementary first elementary previous year and attendant child based on the date of delivery date of delivery date of delivery school. school site. Size aggregate total of care facilities in County's child of fiist of first of first of facility to be K-5 students within the Dougherty care ordinance, elementary elementary elementary determined project. Valley have been and in school. Identity school. school. pursuant to identified in the consultation with probable service County's child Dougherty the San Ramon provider. care ordinance Valley Specific Valley Unified and in Plan. Prior to School District at consultation with approval of the least 18 months the San Ramon fiist tentative prior to delivery Valley Unified map for the of first School District. Dougherty elementary ' Valley, County school. staff shall confmn that these sites are i appropriate for the intended facilities in terms of size. topography, location. access, etc. j I

~I) I. \ 'b'ld 1 Care B. Site Two j I Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided ill Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Facili!y to be K-5 student Siles for all four Size of the At least 18 At least 18 At least 12 Concurrent with provided generation ralcs for elementary second child care months prior to months prior to months prior to delivery of concurrently with units built in schools and facility to be the estimated the estimated the estimated second second previous year and attendant child deterrn ined based date of delivery date of delivery date of delivery elernenlary elementary aggregate total of care facilities in on the County's of second of second of second school. school site. Size K-5 students within the Dougherty child care elementary elementary elementary of facility to be project. Valley have been ordinance, and in school. Identity school. school. determined identified in the consultation with probable service pursuant to Dougherty the San Ramon provider. County's child Valley Specific Valley Unified care ordinance Plan. Prior to School District at and in approval of the least 18 months consultation with fiist tentative prior to delivery the San Ramon map for the of second Valley Unified Dougherty elementary School District. Valley, County school. ' staff shall conf1m1 that these sites are appropriate for the intended facilities in terms of size, topography, location, access, etc. -------- --.. CAG33490 08-4 2

I. Child Care C. Site Three Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provlchd ill Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Facility to be K S student Sites for all four Size of the third At least 18 At least 18 AI least 12 Concurrent with provided generation rates for elementary child care facility months prior to months prior to months prior to delivery of third concurrently with units built in schools and to be determined the estimated the estimated the estimated elementary third elementary previous year and attendant child based on the date of delivery date of delivery date of delivery school. school site. Size aggregate total of care facilities in County's child of third of third of third of facility to be K-5 students within the Dougherty care ordinance, elementary elementary elementary determined project. Valley have been and in school. Identify school. school. pursuant to identified in the consultation with probable service County's child Dougherty the San Ramon provider. care ordinance Valley Specific Valley Unified and in Plan. Prior to School District at consultation with approval of the least 18 months the San Ramon ftrst tentative prior to delivery Valley Unified map for the of third School District. Dougherty elementary Valley, County school. staff shall ' conftrrn that these sites are appropriate for the intended facilities in terms of size, topography, location, access, etc. -----. Jo4900M,. 3

I....., aild Care '"<>J#J/ D. Site Four I Facility/ Relevant Identify I netermine Identify Establish Assure Delivery of Service Information to Approximate I Size Funding Design/ Funding/ Completed & be Provkled Ia Location of Mechanism Construction Commence Operational Annul Site Schedule Construction Facility Compliance Report Facility to be K-5 student Sites for all four Sire of the fourth At least At least 18 At least 12 Concurrent wilh provided generation rates for elementary child care facility 18 months prior months prior to months prior to delivery of fourth concurrently with units built in schools and to be determined to the estimated the estimated the estimated elementary fourth elementary previous year and attendant child based on the date of delivery date of delivery date of delivery school school site. Size aggregate total of care facilities in County's child of fourth of fourth of fourth of facility to be K-5 students within the Dougherty care ordlnance, elementary elementary elementary determined project. Valley have been and in school. Identify school. school. pursuant to identified in the consultation with probable service County's child Dougherty the San Ramon provider. care ordinance Valley Specific Valley Unified and in Plan. Prior to School District at consultation with approval of the least 18 months the San Ramon first tentative prior to delivery Valley Unified map for the of fourth School District. Dougherty elementary Valley. County school. staff shall ' confll'lll that these sites are appropriate for the intended facilities in tenns of size, topography, location, access, etc. '- CA9J3<4.90.0B<t 4

II. Community Center Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided in Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility CompUuee Report Provide a 24,000 Total number of A site (in the Size has been At least 18 At least 18 At least 12 Prior to issuance square foot units constructed in Village Center) determined by months prior to months prior to months prior to of ±3,666th facility. previous year and hi! been the CIP (24,000 estimated estimated estimated building permit. aggregate total of identified in the square feet). completion date issuance of the issuance of the units constructed. Dougherty of required 3,666th building 3,666th building Valley Specific facility. permit permit. Plan. Prior to approval of the first tentative map in the Dougherty Valley, County shall confum that the site is appropriate for this facility in terms of size, ' topqgraphy, location, access, etc. -- ---- h, 5

-~1 111. Developed Parkland 4.. Shapeii-Developed Parkland i Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate I Size Funding Design/ Funding/ Completed & be Provided i.ll Location of Site Mechanism Construction Commence Operational Anllual Schedule Construction Facility Compliaace Report Overall, provide For Shapell portion Sites for all Sizes of AI least 18 At least 18 AI least 12 Overall, provide parks 6.5 acres per of Dougherty community and neighborhood months prior to months prior to months prior to at a rate of 6.5 acres per 1,000 residents. Valley: estimated neighborhood parks and estimated estimated estimated I,000 population. Acreage to population growth have been identified community completion date completion date completion date include a for nextlhree years, in the Dougherty parks are of required of required of required minimum of existing park Valley Specific Plan. established by facility. Probable facility. facility. Service 3.0 acres per acreage per I,000 Prior to approval of the Dougherty service provider provider to be 1,000 residents of residents and the first tenlative map Valley Specific to be identified. determined. neighborhood or existing in the Shapell portion Plan. community parks neighborhood and of the Dougherty as defined by the community park Valley, County shall Dougherty acreage per I,000 conflml that the sites Valley Specific residents. within the Shapell Plan. portion of the Dougherty Valley are appropriate for the intended facilities in terms of size, topography, location, access. etc. ----------- - '-. i raa..,..,_.nn,..,,_. 6

III. Developed Parkland B. Windemere-Developed Parkland Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding! Completed & be Provided ba Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Overall, provide For Windemere Sites for all Sizes of At least 18 At least 18 At least 12 Overall, provide 6.5 acres per portion of Dougherty community and neighborhood months prior to months prior to months prior to parks at a rate of 6.5 1,000 residents. Valley: estimated neighborhood and community estimated eslimated estimated acres per 1,000 Acreage to population growth parks have been parks are completion date completion date completion date population. include a for next three years; identified in the established by the of required of required of required minimum of existing park acreage Dougherty Dougherty facili~ 1 facility. facility. Service 3.0 acres per per 1,000 residents Valley Specific Valley Specific Probable provider to be 1,000 residents of and existing Plan. Prior to Plan. service determined. neighborhood or neighborhood and approval of the provider to be community parks community park rarsttentative identified. as defined by the acreage per 1,000 map in the Dougherty residents for the next Windemere Valley Specific three years. portion of the Plan. Dougherty Valley, County shall confirm that the sites in the Windemere portion of the Dougherty Valley are appropriate for the intended facilities in terms of size,!opography, location. access, etc. '------, h. i 7

1 V. Corporation Yard! Facility/ Relevant Identify Determine Identify Establish Assure Delivery of I Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided In Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compllaace Report Site to Total number of Location of site Size to be AI least 18 At least 18 AI least 12 To be determined accommodate the units constructed in to be identified determined by mor.ths prior to months prior to months prior to by County. Dougherty previous year and by second County. estimated estimated estimated Valley-related aggregate total of Annual delivery date of delivery date of delivery date of needs of County units constructed. Compliance this facility. this facility. this facility. and other Review. Dougherty Valley service providers. Could be transferred to San Ramon in the future. '. -.. - ------ - 8

-- V. Fire Stations A. Windemere Interim Facility Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided Ja Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Interim facility Tot.al response time Location to be Size to be At least At least At least Prior to initial sized to meet tire for emergency calls detenn ined in determined by 18 months prior 18 months prior 12 months prior occupancy in the district st.andards. to existing consultation with lire district at to initial 10 inilial to initial Windemere Depending on the Dougherty Valley tire district at least 18 months occupancy in occupancy in occupancy in portion of the location selected, development and least I~ months prior to initial Windemere Windemere Windemere Dougheny early dist.ance between prior to initial occupancy in portion of portion of portion of Valley Specific construction of a st.ation and existing occupancy in Windemere Dougherty Dougherty Dougherty Plan. permanent slation Dougherty Valley Windemere ponion of Valley Specific Valley Specific Valley Specific may eliminate the development. portion of Dougherty Plan. Plan. Plan. need for an Dougherty Valley Specific interim facility. Valley Specific Plan. Plan. ---------- ~--------- I /" ~1\... 1\aA 9

;J ~ V.,, ire Stations H Shapelllnterim Facility Facility/ Relevant Identify : Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided ia Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility I I Compliance Report Interim facility Total response time Location to be Size to be At least 18 At least 18 At least 12 Prior to initial sized to meet fire for emergency calls deurmined in determined by months prior to months prior to months prior to occupancy in the district standards. to existing consultation with fire district at initial occupancy initial occupancy initial occupancy Shapell portion Depending on the Dougherty Valley fue district at least 18 months in Shapell portion in Shapell portion in Shapell portion of the Dougherty location selected, development and least 18 months prior to initial of Dougherty of Dougherty of Dougherty Valley Specific early distance between prior to initial occupancy in Valley Specific Valley Specific Valley Specific Plan. construction of a station and existing occupancy in Shapell portion Plan. Plan. Plan. pennancnt station Dougherty Valley Shapell portion of Dougherty may eliminate the development. of Dougherty Valley Specific need for an Valley Specific. Plan. interim facility. Plan. Need for this facility is tied to availability of Bollinger Canyon. Road access.,_. --------- J CA9JJ490 084 10

v. Fire Stations C. Windemere Permanent Facility Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided Ia Location of Mechanism Construction Commence Operational AnoQaJ Site Schedule Construction Facility Compliance Report Permane.nt Total response time The site for this Size to be At least 18 At least 18 At least 12 As determined by facility sized to for emergency calls tire station has determined by months prior to months prior to months prior to fire district. meet fort: district to existing been identified in fire district at the estimated the estimated the estimated requirements. Dougherty Valley the Dougherty least 18 months delivery date of delivery date of delivery date of development and Valley Specific prior to estimated this facility. this facility. this facility. distance between Plan. Prior to delivery date of station and existing approval of the this facility. Dougherty Valley development. fll'st tentative map in the Windemere portion of the Dougherty Valley, County shall confirm that the site in the ' Windemere portion of the Dougherty Valley is appropriate for the intended facility in terms of size, topography, location, access, etc. -- ---... II

.. ~ V. Hre Stations D Sbapell Permanent Facility Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding! Completed & be Provided ill Location of Mechanism Construction Commence Operational Anaual Site Schedule Construction Facility Compliance Report Pennanent Total response time The site for this Stze to be At least 18 At least 18 At least 12 As determined by facility sized to for emergency calls ftre station will determined by months prior to months prior to months prior to fire district. meet fire district to existing be identified in fire district at the estimated the estimated the estimated requirements. Dougherty Valley consultation with least 18 months delivery date of delivery date of delivery date of development and the fire district prior to estimated this facility. this facility. this facility. distance between prior to approval delivery date of station and existing of ftrst tentative this facility....... Dougherty Valley development. map for Shapell portion of Dougherty Valley Specific.. Plan. --- ---------------- -- - ----- - - ---------- 12

VI. Flood Coptrol Facilities Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided in Location of Mechanism Construction Commence 1 ' Operational Annual Site Schedule Construction Facility Compliuce Report Flood detention Total number and Preliminary sites Approximate size At least 18 At least 18 At least 12 To be determined facilities and location of units for all major for major Oood months prior to months prior to months prior to by County in other major flood developed in flood control control facilities estimated estimated estimated consultation with control previous year and facilities have to be established delivery date. delivery date. delivery date. CCCFCWCD. infrastructure aggregatt total of been identified in in consu I tat ion items as called units constructed. the Dougherty with for in the Valley EIR. CCCFCWCD Dougheny Prior to approval prior to approval Valley Specific of the ftrst of ftrst tentative Plan. tentative map in map in the the Dougherty Dougherty Valley, County Valley. shall conftrm the appropriateness of these sites for their intended use, in tenns of si:ze, topography, location. etc. ------ ---- j 1-,

- VII. Ljbracy Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information In Approximate Size Funding Design/ Funding/ Completed & be Provided in Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Cnmpliaace Report ~ Provide an Total number of A site (in the Size has been At least 18 At least 18 At least 12 Prior to issuance 11,600 square units constructed in Village Center) determined by months prior to months prior to months prior to of ±3,666th foot facility on a previous year and has been CIP ( 11,600 sq. estimated estimated estimated building permit. 1.0 acre site. aggregate total of established in the ft.). issuance of the issuance of the issuance of the This requirement units constructed. Dougherty 3,666th building 3,666th building 3,666th building may be modified Valley Specific permit. permit. permit. to reflect multi- Plan. Prior to usc with other approval of the facilities and/or ftrst tentative alternative map in the technologies. Dougherty Valley, County shall confmn that the site is appropriate for this facility in terms of size, topography, location, access, etc. - --- -- I

VIII. Staging Areas For Open Space A. Site One IWiodemere) Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Sen-ice Information to Approximate Size Funding Design/ Funding! Completed & be Provldticl Q1 Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Provide site in Total number of A site for this Approximate size At least 18 At least 18 At least 12 To be determined proximity to units constructed in staging area is to be determined months prior to months prior to months prior to by County in intersection of previoll! year and identified in the by County prior estimated estimated estimated consultation with East Branch 1. aggregate total of Dougherty to approval of delivery date. delivery date. delivery date. open space Road and units constructed. Valley Specific ftrst tentative Probable service operator prior to Windeniere Plan. Prior to map for the provider to be approval of first Parkway as approval of the Windemere identified. adjacent tentative generally shown first tentative portion of the map. on Figure 17 of map in the Dougherty Specific Plan. Windemere Valley. portion of the Dougherty Valley, and in consultation with open space operator, County shall conftrm that the site is appropriate for this facility in terms of siu, topography, location, access, etc. --------- - - - - ------- L ---- I ---~----,

\ill. Sta&:ine Areas For Open Space B. Site Two fsbapelll Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided ba Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report I I I ' Provide site Total number of A site for this Approximate size At least I 8 At least I 8 At least 12 To be determined along west side units constructed in staging area is to be detennined months prior to months prior to months prior to by County in of Dougherty previous year and idcnti tied in the by County prior estimated estimated estimated consultarion with Road, as aggregate total of Dougherty to approval of delivery date. delivery date. delivery date, open.space generally shown units constructed. Valley Specific first tentative Probable service operator prior to on Figure I 7 of Plan. Prior to map for the provider to be approval of first Specific Plan. approval of the Shapell portion identified. adjacent tentative first tentative of the Dougherty map. map in the Valley. Shapell portion of the Dougherty Valley, and in consultation with open space. operator, County shall confum that the site is appropriate for this facility in tenns of size, topography, location, access, etc. --------

IX. Park apd Ride Sites Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided in Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compllua Report. Provide park and Total number of Sites for park and Established by At least 18 At least 18 At least 12 To be determined ride facilities as units constructed in ride lots are Specific Plan. months prior to months prior to months prior to by County. required by previous year and identified in the estimated estimated estimated Specific Plan. aggregate total of Dougherty delivery date. delivery date. delivery date. units constructed. Valley Specific Plan. Prior to approval of the ftrsttentative map for the Dougherty Valley, County shall confu:rn thot the sites arc appropriate for these facilities in tenns of size, topography, location. access, etc. - --------- --- -- --- '

X. Police Station A. Interim Facility r ' Facility/ Relevant Identify i1etermine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided Ia Location of Mechanism Construction Commence Operational Annual Site- Schedule Construction Facility Compliance Report Provide facility Aggrcgalc project Approval of ftrst Size of interim At least 18 At least 18 At least 12 To be determined as required by population and size tentative map for facility to be set months prior to months prior to months prior to by Sheriffs County Sheriffs of existing Dougherty by Sheriffs estimated estimated estimated Department. Department. substation. Response Valley. Department at delivery date. delivery date. delivery date. times for priority I least 18 months Wld 2 calls. prior to estimated delivery date.

X. Police Station IJ. Permanent Facility Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided '- Location of Mechanism Construction Commence Operational Anaual Site Schedule Construction Facility Compllaace Report A minimum of Aggregate project A site has been Size has been At least 18 At least 18 At least 12 To be detennined 155 square feet population. established in the detennined in the months prior to months prior to months prior to by Sherifrs of substation Response time for Dougherty CIP (a minimum estimated estimated estimated Department. facility per 1,000 priority I and 2 calls. Valley Specific of 155 square completion date completion date completion date residents--to be Plan. Prior to feet of station of _required of required of required delivered in a approval of the area per 1,000 facility. facility. facility. maximum of two fmt tentative residents). phases. map for the Dougherty Valley, County shall confmn that the site is appropriate for this facility in terms of topography, location, access, etc. - h

XI. Satellite Post Office Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Sen> ice Information to Approximate Size Funding Design/ Funding/ Completed & be Provided in Location of Mechanism Construction Commence Operational Annual Site Schedule Construction. Facility Compliaace. Report Developer's Total number of To be determined To be determined To be determined To be detenn ined To be de!ermined To be determined obligation is to units or other by County by County by County by County by County by County make space infonnalion through through through through through through available in the requested by U.S. consultation with consultation with consultati.on with consultation with consullation with consultation with Project for a Postal Service. U.S. Postal U.S. Postal U.S. Postal U.S. Postal U.S. Postal U.S. Postal satellite post Service, Service. Service. Service. Service. Service. office. -------

-- XII. Schools A. First Elementary School Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided qa Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility CompUanee Report First Elementary K-5 student A site has been Approximate size A financing and At least 36 Commence Prior to August I School. generation rates for identified in the of school sites is cost distribution months prior to construction at of the year that units built in Dougherty esulblished by the plan for estimated least 18 months prvject generales previous year and Valley Specific Dougherty construction and delivery date. prior to estimated 433 (±100) K-5 aggregate IolBI of Plan. Prior to Valley Specific equipment to be delivery date of students, or as K-5 students. approval of the Plan. Precise established prior facility. otherwise firstten!btive determination of to recording final required by map in the size and physical map SRVUSD. Dougherty characteristics of encompassing Valley, County, school site to school site. in consultation occur with the concurrently with SRVUSD, shall approval of conftnn that the tentative map site is appropriate encompassing the for the intended site. facility in terms of size, topography, location, access, etc. ~ ---~~ ---- I -\ ~

XII. Schools 8. Second Elementary School Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided 1.- Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Second K 5 studenl A sile has been Approximate size A financing and At least 36 Commence Prior to August I Elemenlary genenuion rates for idenlified in lhe of school sites is cost distribution months prior to construct ion at of the year that School. units built in Dougherty established by lhe plan for estimated least 18 months project generates previous year and Valley Specific Dougherty construction and delivery date. prior to estimated I 083 (±I 00) K-5 aggregate total of Plan. Prior 10 Valley Specific equipment to be delivery date of students, or as K-5 students. approval of lhe Plan. Precise established prior facility. otherwise first tentative determination of to recording final required by map in lhe size and physical map SRVUSD. Dougherty characteristics of encompassing Valley, County, school site to school site. in consultalion occur wilh lhe concurrently with SRVUSD, shall approval of conf1m1 lhatlhe tentative map site is appropriate encompassing lhe for lhe intended site. facility in terms of size, toj>?graphy, location, access, etc. 22

XU. Schools C. Third Elementacy School. Facility/ Relevant Identify De\ ermine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be ProvldecUa Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Third Elementary K-5 student A site has been Approximate size A financing and At least 36 Commence Prior to August I School. generation rates for identified in the of school sites is cost distribution months prior to construction at of the year that units built in Dougherty estbblished by the plan for estimated least 18 months project generates previous year and Valley Speci fie Dougherty construction and delivery date. prior to estimated 1733 (±100) K 5 aggregate total of Plan. Prior to Valley Specific equipment to be delivery date of students, or as K 5 students.. approval of the Plan. Precise established prior facility. otherwise first tentative determination of to recording final required by map in the size and physical map SRVUSD. Dougherty characteristics of encompassing Valley, County,. school site to school site. in consultation occur with the concurrently with SRVUSD, shall approval of confl11ll that the tentative map site is appropriate encompassing the for the intended site. ' facility in terrns of size, topography, location, access, etc. - ~ j I 23

--~-------- J ;_,~J XII. Schools!) Fourth Elementacy School I Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided ill Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report Fourth K-5 student A site has been Approximate size A financing and At least 36 Commence Prior to August I Elementary generation rates for identified in the of school sites is cost distribution months prior to construction al of the year that School. units built in Dougherty established by the plan for estimated least 18 months project generates previous year and Valley Specific Dougherty construction and delivery date. prior to estimated 2383 (±100) K-5 aggregate total of Plan. Prior to Valley Specific equipment to be delivery date of students, or as K-5 students. approval of the Plan. Precise established prior facility. otherwise first tentative determination of to recording final required by map in the siz.e and physical map SRVUSD. Dougherty characteristics of encompassing Valley, County, school site to school site. in consultation occur with the concurrently with SR VUSD, shall approval of confirm that the tentative map site is appropriate encompassing the ' for the intended site. facility in terms of size, topography, loc8tion. access, etc..... ~ 24

XII. Schools E. First Middle School Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided ba Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report! First Middle 6-8 student A site has been Approximate size A financing and At least 36 Commence Prior to August I School. generation rates for identified in the of school sites is cost distribution months prior to construction at of the year that units built in Dougherty established by the plan for estimated least 18 months project generates previous year and Valley Specific Dougherty construction and delivery date. prior to estimated 733 (±100) 6 8 aggregate total of Plan. Prior to Valley Specific equipment to be delivery date of students, or as 6 8 students. approval of the Plan. Precise established prior facility. otherwise ftrst tentative detennination of to recording final required by map in the siu and physical map SRVUSD Dougherty characteristics of encompassing Valley. County, school site to school site. in consultation occur with the concurrently with SRVUSD, shall approval of conftrrn that the tentative map site is appropriate encompassing the for the intended site. facility in tcnns ofsiu, topography, location. access, etc. ---- - - ---- - - -- 25

" X<~/ ;cbools v Second M jddlc School - """ I I Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service I oformation to Approximate Size Funding Design/ Funding/ Completed & be Provided ill Location of Mechanism Construction Commence Operational Allllual Site Schedule Construction Facility Compliuce Report! ' Second Middle 6-8 student A site has been Approximate size A financing and At least36 Commence Prior to August I School. generation rates for identified in the of school sites is cost distribution months prior to construction at of the year that units built in Dougherty established by the plan for estimated least 18 months project generates previous year and Valley Specific Dougherty construction and delivery date. prior to estimated 1813 (±I 00) 6-8 aggregate total of Plan. Prior to Valley Specific equipment to be delivery date of students, or as 6-8 students. approval of the Plan. Precise established prior facility. othef"\.vise ftrsttentative determination of to recording final required by map in the size and physical map SRVUSD. Dougherty characteristics of encompassing Valley, County, school site to school site. in consultation occur with the concurrently with SRVUSD, shall approval of confirm that the tentative map site is appropriate encompassing the for the intended site. facility in terms ' of size:, topography, location. access, ~~_: CA9J3490 064 26

XI>. ',cbools G. High School Facility/ Relevant Identify Determine Identify Establish Assure Delivery of Service Information to Approximate Size Funding Design/ Funding/ Completed & be Provided t. Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliance Report High School. 9-12 student A site has been Approximate size A financing and At least 36 Commence Prior to August I generation rates for identified in the of school sites is cost distribution months prior to construction at of the year that units built in Dougherty established by the plan for estimated least 18 months project generates previous year and Valley Specific Dougherty construction and delivery date. prior to estimated 1466 (±100) 9-12 aggregate total of Plan. Prior to Valley Speci fie equipment to be delivery date of siudents, or as 9-12 students. approval of the Plan. Precise established prior facility, otherwise first tentative detennination of to recording final required by map in the size and physical map SRVUSD. Dougherty characteristics of encompassing Valley, Counly, school site to school site. in consultation occur with the concurrently with SRVUSD, shall approval of conftnn that the tentative map site is appropriate encompassing the for the intended site. facilily in tenns of size, topography, location, access, etc. - - -- -- - - I CA"L <l ()8.4 t :7

XIII. v; _.. wr Center Facility/ Rele.vant Identify Determine Identify Establish Assure Deli.very of Ser.vice Information to Approximate Size Funding Design/ Funding/ Completed & be Pro.vided in Location of Mechanism Construction Commence Operational Annual Site Schedule Construction Facility Compliaa(le Report Provide 10,000 Total number of Site has been Size has been At least 18 At least 18 At least 12 Prior to issuance square foot units construcud in identified in the established by months prior to months prior to months prior to of ±8,607th facility. previous year and Dougherty CIP (10,000 estimated estimated estimated building penn it. aggregate lolal of Valley Specific square feet). delivery date. delivery date. delivery date. units constructed. Plan. Prior to approval of first tentative map in the Dougherty Valley, County shall confmn that the site is appropriate for this facility in terms of size, topography. location, access, etc.. CAQ3J490 084 28

EXHIBIT H MUTUAL RELEASE AND COVENANT NOT TO SUE This Mutual Release/Covenant Not to Sue ("Release Agreement") is entered into between the CITY OF SAN RAMON and TOWN OF DANVILLE (hereinafter referred to as "Petitioners"), the COUNTY OF CONTRA COSTA and its BOARD OF SUPERVISORS (hereinafter referred to as "Respondents") and SHAPELL INDUSTRIES, INC. and WINDEMERE RANCH PARTNERS (hereinafter referred to as "Real Parties in Interest"). RECITALS This Release Agreement is made on the basis of the following facts, intentions and understandings: A. Petitioners, Respondents, and Real Parties in Interest are partie; ii' an action now pending in the Superior Court of the State of California for the County of Contra Costa entitled Town of Danville, et al. v. County of Contra Costa, et aj., Civil Action No. C93-00231 (hereinafter referred to as "the lawsuit"). The lawsuit arises from a dispute regarding approval by Respondents on December 22, 1992 of a general plan amendment, specific plan for Dougherty Valley, and certification of an environmental impact report in connection with those approvals. B. The parties desire to settle the lawsuit between them, to release any rights, claims, demands, obligations, causes of action or liabilities each has against the others arising from the subject matter of the lawsuit, and to covenant against the filing and prosecution of further actions based upon the subject matter of the lawsuit. The terms of.the settlement are set forth in the Settlement Agreement to which this Mutual Release and Covenant Not to Sue is an exhibit. AGREEMENT Based upon the above recitals and in consideration of the matters set forth below, Petitioners, Respondents, and Real Parties in Interest agree as follows: 1. For good and valuable consideration, each party, on behalf of it~elf and its successors and assigns, releases and forever discharges the other parties and their respective present and former officers, agents and employees from any and all rights, claims, demands, obligations, causes of action or liabilities of any nature whatsoever, arising out of the County's approval of the aforementioned general plan and specific plan approvals, certification of the EIR and the planning and (H-i)

environmental review process undertaken by Respondents with respect to the proposed development of Dougherty Valley up to and including all actions taken on or before December 22, 1992. 2. For good and valuable consideration, each party, on behalf of itself and its successors and assigns, further covenants and agrees not to file or prosecute any action or aid in the prosecution of any action against another party based upon claims, demands, obligations, causes of action or liabilities of any nature whatsoever, arising out of the aforementioned general plan and specific plan approvals, certification of the EIR and the planning and environmental review process undertaken by Respondents with respect to the proposed development of Dougherty Valley up to and including all actions taken on or before December 22, 1992. 3. Each party understands and agrees that the release in Paragraph 1 above includes all rights, claims, obligations, causes of action and liabilities for costs, expenses, and attorneys' fees incurred or arising out of the prosecution and defense of the lawsuit. 4. Each party expressly waives any rights or benefits available to it under the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." b~n party agrees and represents that it fully understands the statutory language of Civil Code Section 1542, and with this understanding, nevertheless elects to, and does, assume all risks for rights, claims, demands, obligations, causes of action or liabilities known or unknown, heretofore and hereafter arising from the subject matter of the lawsuit. 5. Each party agrees and acknowledges that good and sufficient consideration supports this mutual release, and that this consideration is accepted as full and complete compromise of the rights, claims, demands, obligations, causes of action or liabilities arising from the subject matter of this lawsuit. 6. Each party represents that the contents of this Release Agreement have been explained to it by its duly authorized counsel and that this Release Agreement is executed voluntarily, with full knowledge of its significance and contents and with full authority. (H-ii)

7. Each party agrees and acknowledges that this Release Agreement does not constitute an admission of liability or an admission that any of the facts asserted in the lawsuit by any party hereto are true or that any claim or any portion thereof asserted by any party hereto is well-founded. 8. This Release Agreement shall be construed and interpreted in accordance with the laws of the State of California. 9. In the event that litigation is necessary to enforce a provision of this Release Agreement, the prevailing party shall be entitled to recover costs, excluding attorneys' fees, whether or not the action or proceeding results in a final judgment. 10. This Release Agreement may be executed in counterparts, each of which shall be deemed an original. This Release Agreement shall become effective on the Effective Date of the Settlement Agreement to which this document is an exhibit. Date: May_, 1994 CITY OF SAN RAMON By: Its: Hermann Welrn Mayor Date: May 1994 TOWN OF DANVILLE By: Its: Don Ritchey Mayor (H-iii)

Date: May_, 1994 COUNTY OF CONTRA COST A and BOARD OF SUPERVISORS OF COUNTY OF CONTRA COSTA By: Its: Tom Powers Chairman of the Board of Supervisors By: Its: Valentin Alexeeff Director Growth Management and Economic Development Agency (H-iv)

Date: May_, 1994 WINDEMERE RANCH PARTNERS, a California limited partnership By: Its: SOMERSET HOMES, a California corporation General Partner By: Its: F. Allan Chapman President By: Its: WINDEMERE GENERAL PARTNERS, a California general partnership Managing General Partner By: CWL WINDEMERE ASSOCIATES. LP.. a California limited partnershiij Its: General Partner By: Its: CWL WINDEMERE GROUP, a California limited partnership General Partner ~ By: Its: F. Allan Chapman, General Partner Date: May_, 1994 SHAPELL INDUSTRIES OF NORTHERN CALIFORNIA, a division of SHAPELL INDUSTRIES, INC., a Delaware corporation By: Its: Daniel W. Hancock President (H-v)

APPROVED AS TO FORM: Date: May, 1994 Victor J. Westman County Counsel Respondents County of Contra Costa and Board of Supervisors of County of Contra Costa Date: May_, 1994 Byron D. A than City Attorney Petitioner City of San Ramon Date: May_, 1994 Mark Doane City Attorney Petitioner Town of Danville Date: May _, 1994 MORRJSON & FOERSTER By: ~-------------- Zane 0. Gresham Attorneys for Real Party in Interest Windemere Ranch Partners Date: May_, 1994 McCUTCHEN, DOYLE, BROWN & ENERSEN By: Daniel J. Curtin, Jr. Attorneys for Real Party in Interest ShapeD Industries, Inc. 163454 (H-vi)

DATE: March 14, 2002 TO: FR: SJ: Scott Tandy, Deputy County Administrator Jim Randall, Administrative Services Director Master Property Tax Exchange Agreement Between the City of San Ramon and Contra Costa County Relating to the Annexation of Dougherty Valley On July 28, 1998 the San Ramon City Council adopted Resolution No. 98-96, approving the master property tax exchange agreement ("Agreement") between the City of San Ramon ("City") and Contra Costa County ("County") relating to the annexation of Dougherty Valley, and authorized the Mayor to execute the agreement on behalf of the City. On August 25. 1998 the Agreement was fully executed by both the City and the County and properly recorded. The "Purpose" articulated in the opening paragraph of the Agreement states that: (t)his Agreement is in contemplation of the development of the Dougherty Valley Area (the "Area") described in Exhibit A hereto. The parties hereto wish to avoid the expense and delay of negotiating a separate property tax transfer agreement for each annexation to the City in the Area and to avoid uncertainties of whether. such agreements can be reached in time to allow orderly, planned development. Unfortunately, the legal description filed with the Agreement as Exhibit A is the. description and plat only for the first annexation area in Dougherty Valley. The "Purpose" of the Agreement states clearly the intent of both parties to the Agreement that Exhibit A is intended to encompass the entirety of Dougherty Valley in order to avoid exactly the circumstance represented by having only the first annexation area covered by the incorrect exhibit. Accordingly, the City of San Ramon, administratively, has attached the correct legal descriptions to the Agreement as Exhibit A. Copies of these correct legal descriptions are attached for the County to be able, administratively, to similarly replace the incorrect Exhibit A. The San Ramon City Attorney concurs that this is the appropriate remedy for ensuring the correctness of the Agreement and its exhibit.

I would appreciate an acknowledgment on the part of the County that this action has been concluded. Thank you for yollr assistance and patience in getting this issue corrected. Please call me if you have any questions. Acknowledged on Behalf of Contra Costa County: Signature Printed Name Title FROM THE DESK OF... JlmRandaH Admlnlstrallv& Serv/c911 Director Admln/slrallv& Servlc911 D&parlment City of San Ramon 2222 Com/no Ramon San Ramon, CA 94583 Ph: (925) 973 2525 Fax: (925) 866 I 436

OWER NJ. 201645KL LEG1U. DESCRIPI'ICN THE!AND REFERRED '1"0 HEREIN IS SI'rul'\.TED IN THE STATE OF CAI...!FCl<NIA, a::omy OF a:nl'ra CXSTA, tjnin:x:lrl'ora AREA, lind IS DESCRIBED AS FOLLCWS: A FORI'ICN OF THE AMi'llXR GRANl' OF THE RAN:Xl SAN RI\M:N, A R:Rl'ICN OF S&:TICN l, ~ 2 SCXJI'H, lw'ge l WEST lind A lwl'l:cn OF SEDri(N 6, 'lxmnship 2 scum:, RAN3E l EAST, BEIN:; A IORI'ICN OF I..Ol'S 35, 36 lind 67 lind ALL OF I..Ol'S 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54,.liND 55, AS SIJ:lolN CN THE M1\P EN!'ITLED, "Ml\P OF SUBDIVISICN OF PIJ:1r A OF THE IX:U:OH:ERlY IWUI, ALI\Mlill\. lind o:nl'ra a:se~. a:xm'ies, C'ALIFORNIA", FILED CN MAY 2, 1894, IN THE of.fice OF 'nle ClXIN'I'Y.REX:::ClUJER OF SAID o::nl'ra o::sta CXXJNTY IN B:X:l< B OF t'.n's, Kr P.I\GE 45, IJESCRil3&) AS FOLU:MS: BOOINNIN3 CN THE EASTERN LINE CII" THE 7918.73 ~ PAR:EL OF IAND SE:r APART 'IO CHARI.ES M. roj3herly B'l '!HAT cerrain t:ii REB IN PARTITICN, ~ FE.:!3I'UARY 26, 1891, B'l THE SUPE!UCR CXl.lRl' OF THE STATE OF CAI.oi!'CRNIA, IN lind FCR THE CXXJmY OF ALI\MEDA, IN THAT CERl'AIN 1.Cl'ICN HAD~. ENl'I'l'IE) OlARLES M. rx:u;;aeri'y, PUUNI'IFF VS. All'\. M. ~' ET AL, ~' C'ASE NJ. 6479, A CERI'IFIED o::lpl OF WHIO'I DECREE WAS REI:OROFD MI\FQ{ 3, 1891, IN BXK 59 OF I JH:E3 S Kr PJ\GE 525, Nr THE N:lRl'HERN LINE OF THE 3636.1222 1\CRB PMO!:L.OF IANO!lEroUBED IN THE FINAL JtiXMlNT :RENJJ.EmD Jl.JLY 21, 1947, B'l THE DISTRICl' CXXJRl' OF THE tjni."l'q) STATES, IN lind FCR.THE NJRl'HERN DISTRICl' OF ~, ~ D,IVISICN, IN 'lhat CERTAIN ACl'!CN HAD THEREIN, ENI'ITLED UNITED STATES OF AME:RICA, PIAmriFF VS. 3396 J\CRES OF Ll\ND, ALl'.MEDI\. lind o::nl'ra CCSTA CXXJNT!ES, CAL:IFt:i<NIA, l\ili\ CLEMEN!', ET AL, DEFEN:ll\NIS, C1\SE NJ. 22352, A CERI'lFlED ~ OF WHIO'I FINAL JUOCMENl' W\S F<EX:X::f<OED M.Xi!I..JSr 2, 1947, IN BXlK 1104 OF OFFICIAL F<EU:lRL1S Nr PJ\GE 377; '1'HEN:E FR:M SAID FOINT OF. BEmNNIN3 'IRI'HERLY lind WESTERLY AJ.J::NJ THE Elcr'ERICR LrnE OF SAID 7918.73 1\CRB PAR:EL (59 D ~ AS FOLU:MS:. N:RrH 38' WEST, 331 Fml', M:l<E CR LESS '1"0 1IN3IB FOINT, N:Rl'H o~' WEST 613.80 'F'fi:EI'; NJR'lH 38' WEST 759 l'eei'; N:Rl'H 36'30' WEST 2112 FEET; N:Rl'H 4'30' FAST 264 FEE:r; N::Rl'"rl 86' FAST 561 FEET; N:m'H 21' EAST 1314.72 FEET; N:roH 1'15' WEST 395 F'Ef!:r; NJR'lH 14'15' FAST.429 FEET; N:Rl'H 19'45' WEST 462 FEET; N:Rl'H 30'15' EAST 594 FEST; NJR'lH 27'30' WEST 660 FEET; N:R1'H 12'30' EAST 325.70 FEET; N:lRTH 32' 15' EAST 279. 50 FEST; N:Rl'H 15' 45' EI\ST 564.30 FE:Er; NJR'lH 45' 15' EAST, 316.80 FEET; NJR'lH 34'15' EAST 809.82 FEET; N:mH 37'45' EAST 798.60 FEET;.N:Rl'H 14' EAST 710.16 FEE:l'; N:RrH 31' EAST 372.24 FEET; N:m'H 21'15' EAST 825 FEET; N:'RlH 27'15' BAST 395 Fmr; N:RrH 52'30' FAST 330 FEET; N:RIH 45'45 1 EAST 594 FEET; N:RIH 20' EAST 481.80 Fml' '1"0 THE~ LINE OF SAID SAN RAM:N RI\NliJ; AIJ:N3 SAID NJRTHERN LINE N:RrH 89' 45' WEST 597.30 FEET; I.EAV.IN:; SAID N:'Rl'fiERN LINE N:RIH 0~15' FAST 2653.20 FEE:l'; NJR'lH 89'15' WEST 2105.40 FEET; N:RIH 89'45' WEST 1907.40 FEE:l'; SCXJl'H 85'45' WEST 2686.20 'F'fi:EI'; N:RIH 0'15 1 EI\ST 1518 Fmr; SCUlH 89'45' WEST 2513.60 FEET; sa:t.rh.0'30' WEST 3927 FEE:l'; N:Rm 89'45' WEST 2630.10 FEET; 'IO STATICN S.R. 8 OF SAID RAN:H) SAN Rl>M:N, SAID STATICN S.R. 8 _BErm THE SCX:l'IHE'.AS'l o:::flnsr OF THE PAR:EL OF IAND DESCRIBED IN THE DEED m:::m TASS!'.JARA Ll'oND a:mpiiny 'IO HENRY F. WIEDEMNN, ET UX, F<EX:X::f<DED SEPrEMsER 28, 1922, IN BX.K 428 of DEE.'LS Nr P.I\GE 52; THEN:::E LFAV'Il'l' THE EX'ffi'RIOR LINE OF SAID 7,918.73 ~PAR:EL (59 D 525) AI :N; THE SCX1ffiERN LINE OF SAID WIEDEW\NN PA<CE:L N:mH 89'45' WEST 726 FEET lind scum: 71'20' WEST 1042.80 'F'fi:El' '1"0 THE WES'l'ERN LINE OF SAID RlllOJ) SAN ro\mjn, BEIN3 A FCRJ.'ICN OF THE EX.TEEUOR LINE OF SAID 7,918.73.1\CRE PArCEL (59 D 525); 'I'HEN:::E AI..CN3 SAID EX.TEEUOR LINE SCUI"r! 27' EAST 11,654.28 FEET 'IXl STATICN S.R. 12 OF SAID RMtX> SAN fwjdn, lind SCUI"rl 27'15' EAST 2220.90 FEET 'IXl THE trnl'hern LINE OF SAID PAR:EL OF I..;JW D~375-=0 l-3 ;:;.;:-r::-: 0:8 ::1~ ':: 3 :::r~ ~-!'ro~ ETtENE MJ:--!R ~1P 'IO A.PvlERICAN ~ ( C:o:t:.i.rr,~-; )

LEG!IL DESOU:P'l'ICN ( Ccnt:l.nued) a::mpany, 1\S TRUSTEE, F<ELU<DED JULY 2, 1935, ln 13:XK 392 OF OFlCIJIL REXXI.'<I:S, M Pi\GE 35; '. 'HEN:E IEAVIN3 SAID EXTERICR LlNE AI.lN3 SAID N:R.IHERN LlNE (392 CR 35) N:RIH 63"28' EAST 297 FEET, AND saj'ih 78"08' EAST 3024.33 FES.'l' '10 '!HE CENl'ER LlNE OF 'me o:xjnly ~ I<lOIN 1\S rx:u:m:rty ~ 1\S SA!D ronj IS DESCRIBED IN '!HE DEED FR:M CHARLES A. GI'LE, El' AL '10 CCNI'RA c:x:gta CXXJN'l'Y, RtiCCtiDED FEERUARY 6, 1936, ln BXK 408 OF OFlCIJIL RElXl'<LS M PAGE l28; SAID CENl'ER LlNE BEIID '!HE WESI'&<M LlNE OF SAID UNITED STATES OF 1\MERICA 3636.1222 1ICl'IE PAR:E. (1104 CR 377); ~ 1\!1:N3 SAID WES'l'ERN LlNE BEIN3 AIS:J Airm. SAID CENl'ER LlNE 1\S FOI:.J.!MS: ~y 1\!1:N3 'IHB ABC OF A OJRVE '10 'lhe LEFl', WI'lH A RADIUS OF 1000 FES.'l' lin ABC D~ OF 100 FES.'l', ~ CR LESS; N:R1'H 5"17' 40" WEST T1IN3ENT '10. usr ~ ABC 423.44 FES.'l', AND ~ AI.CN3 '!HE ABC OF A CllRIIE '10 '!HE RIGfl' WI'lH A RADIUS OF 1500 FEET, TAN3ENl' '10.u.sr MENT!Cl'IED cnjrse, AN ABC DISTAN:::E OF 218.44 FEET '10 '!HE N:RI1lWES'l.'ER a:rner OF '!HE SAID UNITED S'l2\TES OF.1\MElUCA 3636.1222 M::R& PAR:EL; 'l'flln:b IEAVINJ SAID WESr&<N LlNE. AI.CN3 '!HE :tm1'hern LINE OF SAID 3636.1222 1ICl'IE PAR:E. EAST 3000 FEET ~ CR LESS '10 THE FOINl' OF~.,. E:XCEP1'J}G '!'HE:REI"KM: 1. THE INI'EREST CXNlEYED '10 CCNI'RA c:x:gta (XXJNlY BY DEED RECOOI:ED FEERUARY 6, 1936, BXlK 408, OFlCIAL REXXI.'<I:S, Pi\GE l28, "I.'CR USE 1\S A FUBLIC HI:GaWAY." 2. THE INI'ERES'r CXNlEYED '10 CCNI'RA c:x:gta CXXJmY BY DEED REUiiDED APRIL 2l, 1944, BXlK 775, OFlCIAL REXXI.'<I:S, Pi\GE 378, "I.'CR USE 1\S A FUBLIC HIGHWAY." 3. THE PARCEL OF IAND DESCRIBED 1\S PARCEL ale ln 'lhe DEED '10 EAST BAY M.JNICIPAL urm DISTRicr, m D&::EMBER 16, 1968, ElXll: 5771, OFlCIJIL REXXRS, Pi\GE 288. 4. THE Pl\OCEL OF IAND DESCRIBED ln THE DEED '10 EAST BAY M.JNICIPAL Ul'ILI'IY DISTRicr, REm'IDED MAY 19, 1978; I3:XK 8845, OFFICIAt. REXll{LS, PAGE 149. 5, THE INIERESr CXNlEYED '10 CCNI'RA CXS'l2\ CXXJmY BY.DEED REUiiDED JUNE 27, 1985, BXlK 12381, OFFICIAL R&X:mS, P11GE 751. 6. ALL OF SUSDIVISICN 7010; 1\S SEnlN CN THE!>W' FilED S!i.:Pl'EM3ER 6, 1989~ ln MAP BXK. 336, Pi\GE 46, CCNI'RA o:sta a::xjnl'y REXXRS. 7. FURl'HER EXCEPTINJ 'JllEREFR:M THAT R:m'ICN 'l'hereof DESCRIBED 1\S FOLtJ:W:l: BIDINNIN3 Kr THE WEST CXl1NER OF PAR:m. "H" 1\S SEnlN CN M1\P OF SUBDIVISICN 7010 FIIID SPETEM3ER 6, 1989 IN I3:XK 336 OF MAPS Kr Pi\GE 46; 'lhl:n::e :tmih 39"34'20" EAST 383.05 FEET; 'l'he.n:e N:Rl'H 88 15'40" WEST 400.00 FEET; 'lhl:n::e s:xjl'h 24 41 '2l" WEST 543.84 FEET; 'lhen:e N:Rl'H 62.33'06" FAST 'IO THE. sa.mt CXl'lNER OF Plll:l:EL "E" 1\S SEnlN en N!t.:NE REFERRED '10 SUSDIVISICN; AND 'lhen:e N:R1'H 23 54'51" WEST 199.91 FEET 'ro THE POINl' OF BIDINNIN3. ASSE:SSCR'S PAECE:L NJ.: MJLTIPlE

COURSE TABLE COVI"Sl lf.aftinoi OIUANCl I'IADIVS I 581!114111"1 2090.52 2 SOIIII/08W 2653.20 3 $811!411$41!!91.30 $11/0l!OIW 481.80 S48!41106W n.oo 553133/0IW 330.00 7 S2811IIO&W 393.00 SUt11/0fW ns.oo Sl2J0l/OIW 372.24 10 St5/03108W 110.115 II 53114lt06W 7U.SO 12 S3Sfi8/0&W 809.12 $4$/IIJti&W 311.10.. " St&I41103W 584.30 15 S33111JO&W 779.50 II $t:)i3310sw 32&.10 S211211S41! no.oo ".. S3Jitii08Yf 514.00 S11141/l4-4152.00 " 20 St5111106w 429.00 %1 $001111$4 391,00 " Sll/03/0&W 1314.12,; St7103101W 551.00 " SOSf33105W S351lS15:4E :J:S-4.00 21l2:.00 21' S31JISBIS4 75!f.OO 27 S&312fi!U fill. to S31158/S41! 33100 NI514114.W 3041.40 30 ".,20131 211!1.44 1500.00 -- 31 So-tfl<t/$4 413.44 32!5/of3f41 100.00 11)00.00 33 H77104/UW 1231.70,. H42JO!Jil9W 1110.00 35 H531H)I31W -490.00 31 / $41136./SI'N 310.00 37 s01jl014sl 512'.14 30 N711041S4W 310.00 39 SU/01/0SW 297.00 H21111154W 22:ZO.IO N2f/OII01Yf 1lf11.1!J., " H1ltDI141t 1041.11., SUf25111t 331S.&4 N0113310R. 1&10.3" St!fi3910:Jl 1321.1Sa.. SeiiiS_.,..E urt. 'l.jtois2tt4! 344.&0 " $2:3/$41$11 I'VO 9:.. NU/3310U 1559.-t7 Hlt'!if$-fll! 2!SI.54 Sl2t2010lt 1055.02 HtUJimf 1102.02 " NO<I/ltl/.fOW 950..f9 "

GALE RANCH METES AND BOUNDS 2 ' \ \ ~728 AC.t (ENTIRE SITE}.:;.. + BOUNDARY MAP SCALE: 1":2000'

NOVEMBER 7, 1995 JOB NO.: 94462-00 LEGAL DESCRIPTION WINDEMERE CONTRA COSTA COUNTY, CALIFORNIA REAL PROPERTY, SITUATE IN THE UNINCORPORATED TERRITORY OF THE COUNTY OF CONTRA COSTA, STATE OF. CALIFORNIA, DESCRIBED AS FOLLOWS: BEING ALL OF THAT CERTAIN PARCEL OF LAND AS SHOWN AND SO DESIGNATED ON THAT CERTAIN RECORD OF SURVEY RECORDED FEBRUARY 25, 1981 IN BOOK 68 OF LICENSED SURVEYOR'S MAPS AT PAGE 20 IN THE OFFICE OF THE COUNTY RECORDER OF CONTRA COSTA COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEASTERN CORNER OF SAID PARCEL OF LAND; THENCE, FROM SAID POINT OF.BEGINNING, ALONG THE BOUNDARY LINE OF SAID PARCEL OF LAND, THE FOLLOWING FIFTY-TWO (52) COURSES: 1) SOUTH 05 47'38" WEST 1186.86 FEET, 2) SOUTH 25 36' 43" EAST 971.76 FEET, 3) SOUTH 02 53 '42" WEST 874. 7l FEET, 4) SOUTH 46 43 '40" WEST 508.29 FEET, 5) SOUTH 54 42' 12" WEST 228.41 FEET, 6) SOUTH 18 41' 02" WEST 976.80 FEET, 7) SOUTH 48 43' 31" EAST 330.00 FEET, B) SOUTH 02 37' 48" WEST 438.24 FEET, 9) SOUTH 38 29' 47" WEST 808.50 FEET, 10) SOUTH 12 23' 49" WEST 151.33 FEET, 11) SOUTH 01 32' 04" WEST 94.62 FEET, 12) SOUTH 06 29' 47" WEST 653.74 FEET, 13) SOUTH 00 03' 04" WEST 1705.65 FEET, 14) SOUTH 47 32' 09" EAST 593.54 FEET, 15) SOUTH 24 50' 12" WEST 1412.60 FEET,

~... - '... LEGAL DESCRIPTION NOVEMBER 7, 1995 PAGE TWO JOB NO.: 94462-00 ' ~-~~- 16) SOUTH 41 25' oo" WEST 555.81 FEET, 17) SOUTH 01 52' 24" WEST 1145.90 FEET, 18) SOUTH 01 48' 08" WEST 404.58 FEET, 19) SOUTH 04 11' 52" EAST 1156.35 FEET, 20) SOUTH 12 00' 37" WEST 1136.96 FEET, 21) NORTH 76 27' 22" WEST 526.21 FEET, 22) SO"QTH 62 17' 26" WEST 886.61 FEET, 23) SOUTH 76 21' 49" WEST 202.39 FEET, 24) NORTH 47 38' 45" WEST 3344.70 FEET, 25) NORTH 89 17' 29".WEST 2015.55 FEET, ' 26) NORTH 36 59' 49" WEST 481.74 FEET, 27) NORTH 64 32' 38" WEST 612.93 FEET, 28) NORTH 37 00' 49" WEST 758.45 FEET, 29) NORTH 35 30' 46" WEST 2110.56 FEET, 30) NORTH 42 26' 53" EAST 264.40 FEET, 31) NORTH 86 52' 12" EAST 562.01 FEET, 32) NORTH 21 58' 30" EAST 1316.13 FEET, 33) NORTH oo 1s' 29" WEST 396.17 FEET, 34) NORTH 15 13' 54" EAST 429.38 FEET, 35) NORTH 18 45' 20" WEST 461.93 FEET, 36) NORTH 31 12' 50" EAST 594.77 FEET, 37) NORTH 26 30' 28" WEST 659.73 FEET, 38) NORTH 13 28' 59" EAST 326.98 FEET, 39) NORTH 33 12' 41" EAST 280.88 FEET, 40) NORTH 16 43' 49" EAST 564.83 FEET, 41) NORTH 46 11' 32" EAST 317.30 FEET, "-,_c ~

,. " - LEGAL PESCRIPTION NOVEMBER 7, 1995 PAGE THREE JOB NO.: 94462-00,..., 42) 43) 44) 45) 46) 47) 48) 49) 50) 51) ' 52) AND NORTH 35 07' 42" EAST 810.38 FEET, NORTH 38 37' 32" EAST 535.10 FEET, NORTH 14 52' 42" EAST 709.65 FEET, NORTH 31 52. 49" EAST 372.42 FEET, NORTH 22 07. 54" EAST 824.82 FEET, NORTH 28 07' 54" EAST 396.08 FEET, NORTH 53 06' 17". EAST 330.63 FEET, NORTH 46 36' 57" EAST 594.88 FEET, NORTH 20 52' 53" EAST 481.65 FEET, SOUTH 88 52' 59" EAST 3595.19 FEET, AND SOUTH 88 18'36". EAST 2261. 97 FEET TO SAID POINT OF BEGINNING, CONTAINING.2319.73 ACRES OF LAND, MORE OR LESS. END OF DESCRIPTION ~~~QUA ~BARBE L.S. No. 5077 EXPIRES: JUNE 30, 1999

~ Nu - APN 206-050-006 MEACHAM CORPORATION uz P.O.B.. APN 206-050-012 / SHAPELL INDUSTRIES APN 206-050-007 APN 206-050-011 TASSAJARA LJ HIGHLAND CORPORATION SHAPELL INDUSTRIES APN 206-050-008 APN 206-050-009 APN 206-050-010 CORRIE SILVA APN 206-090-005 APN. 206-090-004 APN \---- 206-090-010 APN 206-090-011 RAPP nata TARII= APN 206-090-006 Lll APN 206-090-008 Lll TASSAJA.RA VALLEY PROPERTY OWNERS ASSOCIATION, INC. SILVA, SILVA.

County Administrator County Administration Building 651 Pine Street, 11th Floor ~artinez, California 94553-1229.-"~25) 335-1080 (925) 335-1098 FAX John Sweeten County Administrator December 5, 2002 Contra Costa County Board of Supervisors John M. Gioia 1' 1 District Gayle B. Uilkema 2" 0 District Donna Gerber 3'd District Mark DeSaulnier 4 10 District Federal 0. Glover 5 1 h District Jim Randall Acting City Manager City of San Ramon 2222 Camino Ramon San Ramon, CA 94583 Subject: Dough~~ _Valley Legal Description, Exhibit A De~ndaiiV In response to your request, attached are the correct legal descriptions that should be filed to the Master Property Tax Exchange Agreement as Exhibit A relating to the annexation of the Dougherty Valley. The attached legal descriptions reflect property for the Gale Ranch and the Windemere Ranch. Melissa Morton of our Public Works Department recently obtained these descriptions in November. She advised that the descriptions differ slightly from those you originally provided. These descriptions should now accurately reflect the intentions of both the County and the City regarding Exhibit A. Thank you for your patience while we verified the legal descriptions of both the Gale and Windemere Ranches. If you have any further questions, please do not hesitate to call me. Sincerely, SLl;~/i2 Chief Assistant Coun Administrator ST/amb Attachments cc: Maurice Shiu, Director Public Works Department

Legal Description Real property situate in the City of San Ramon and an unincorporated area of the County of Contra Costa, State of California Being a portion of the Amador Grant of the Rancho San Ramon, a portion of Section 1, Township 2 South, Range 1 West and a portion of Section 6, Township 2 South, Range I East, being a portion of Lots 35, 36 and 67 and all of Lots 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, and 55, as shown on the map entitled, "Map of Subdivision of Plot A, of the Dougherty Ranch, Alameda and Contra Costa Counties, California", filed May 2, 1894 in Book B of Maps at Page 45, Contra Costa County Records, described as follows: Beginning at the most southeastern comer of said parcel; thence along the boundary line of said parcel for the next sixty-eight (68) courses: 1) N89 24'14"W, 3194.57 feet; 2) to a non tangent curve to the left having a radial which bears N85 41 '44"W, a radius of 1500.00 feet, a delta of08 20'38"; thence southerly along said curve an arc length of 218.44 feet; 3) S04 05'00"E, 347.27 feet; 4) to a non tangent curve to the right having a radial which bears S86 46'23"W, a radius of 1103.19 feet, a delta of08 37'52"; thence along said curve an arc length of 166.19 feet; 5) N77 03'07"W, 1245.01 feet; 6)N41 34'10"W, 1140.17 feet; 7) N54 13'23"W, 478.52 feet; 8) S47 37'23"W, 380.70 feet; 9) S10!0'35"E, 576.39 feet; I 0) N78 33'02"W, 356.50 feet; 11) S67 07'31 "W, 307.98 feet; 12) N26 47'35"W, 2304.49 feet; 13) N25 58'25"W, 3312.52 feet; 14) N25 39'52"W, 1223.01 feet; 15) N26 20'49"W, 305.76 feet; 16) N26 20'49"W, 307.24 feet; 17) N26 20'49"W, 910.00 feet; 18) N27 42'49"W, 320.00 feet; 19) N25!7'49"W, 365.00 feet; 20) N25 24'58"W, 225.74 feet; 21) N26 43'54"W, 819.94 feet; 22) N26 06'42"W, 2018.00 feet; 23) N26 06'42"W, 811.31 feet; Page I of3

Legal Description 24) N25 57'03"W, 849.67 feet; 25) N26 51'10"W, 149.52 feet; 26) N72 08'5l"E, 1043.23 feet; 27) S87 26'08"E, 284.71 feet; 28) S87 26'08"E, 453.96 feet; 29) S88 4l '50"E, 2630.10 feet; 30) NO! 0 33'10"E, 661.03 feet; 31) S89 39'03"E, 1321.57 feet; 32) S88!5'04"E, 1572.49 feet; 33) S39 34'20"W, 383.05 feet; 34) S23 54'5l"E, 199.91 feet; 35) N62 33'06"E, 659.47 feet; 36) N85 54'19"E, 2658.54 feet; 37) S82 20'07"E, 1055.02 feet; 38) Nl7 3l '20"E, 1102.02 feet; 39) N04 28'40"W, 946.18 feet; 40) S88 13'40"E, 787.16 feet; 41) S89!0'15"W, 1303.30 feet; 42) SOl 0!8'06"E, 2653.20 feet; 43) S89 3 7'05"E, 664.79 feet; 44) S20 52'53"W, 481.65 feet; 45) S46 36'57"W, 594.88 feet; 46) S53 06'17"W, 33Q.63 feet; 47) S28 07'54"W, 396.08 feet; 48) S22 07'54"W, 824.82 feet; 49) S31 52'49"W, 372.42 feet; 50) Sl4 52'42"W, 709.65 feet; 51) S38 37'32"W, 535.10 feet; 52) S35 07'42"W, 810.38 feet; 53) S46 ll'32"w, 317.30 feet; 54) Sl6 43'49"W, 564.83 feet; 55) S33!2'4l"W, 280.88 feet; 56) S13 28'59"W, 326.98 feet; 57) S26 30'28"E, 659.73 feet; 58) S31!2'50"W, 594.77 feet; 59) Sl8 45'20"E, 461.93 feet; 60) Sl5!3'54"W, 429.38 feet; 61) S00 15'29"E, 396.17 feet; 62) S2! 0 58'30"W, 1316.13 feet; 63) S86 52'12"W, 562.01 feet; Page 2 of3

Legal Description 64) S42 26'53"W, 264.40 feet; 65) S35 30'46"E, 2110.56 feet; 66) S37 00'49"E, 758.45 feet; 67) S64 32'38"E, 612.93 feet; 68) S36 59'49"E, 481.74 feet to the Point of Beginning. Containing 2,774 Acres± «F- Charles F. Sellman L.S. 5186 / l( 0 f( ')JJo'L- Date G:\ADMIN\JOBS 99\991084\SURVEY\GALE RANCH.DES.DOC Page 3 of3

KURTZER 0 3000 6000 ~- ( IN FEET ) I 1 inch = 3000 IL Ll9 LIB SUB. Ll7-6546 Ll6 Ll5 Ll4 SUB. Ll3 6547 L1 GALE RANCH L42 L43 L44 L46 L47 L48 L49 L50 L52 L55 WIND RM!RE LENGTH 218.44' 166.19 UN UN TABLE BEARING L45 N28'U7'54"E L46 N22'U7'54"E L47 N31'52'49"[ L48 N/4'5242 c L49 NJB"J732 c L50 NJ5'U7'42"E L51 N46"1132 ' L52 NI6'4.T'49"[ L53 N33"12'41"E L54 Nl3'28'59"[ L55 N26'3028 W L56 N31"12'50"E L57 NI8'45'20"W L58 N/5"13'54 ' L59 NOO529 W L60 N21 '58'30" L61 N86'52'12"E L62 N42'26'53"E L63 N35'30'46"W L64 N37'U0'49"W L65 N64 '32'38"W L66 N36'5949 W DISTANCE 396.08' 824.82' 372.42' 709.65 535.10 810.38 317.30 564.83' 280.S8' 326.98' 659.73 594.77 461.93' 429.38 396.17 1316.13' 562.01' 264.40' 2110.56' 758.45' 612.93' 481.74 ~. SHAPELL INDUSTRIES OF NORTHERN CALIFORNIA PLAT TO ACCOMPANY LEGAL DESCRIPTION GALE RANCH BOUNDARY CONTRA COSTA COUNTY, CALIFORNIA SCALE: t =aooo DATE: 11/22/02 JOB NO.: 9910B4