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Home My WebLink AboutItem 4.14 Tassajara Rd Land Exchangeor 19 82 /ii � 111 DATE: TO: FROM: SUBJECT STAFF REPORT CITY COUNCIL July 15, 2014 Honorable Mayor and City Councilmembers CITY CLERK File #670 -20 Christopher L. Foss, City Manager " ,_ Approval of a Land Exchange Agreement with TL Partners I �1'1__LP, for Property on Tassajara Road Prepared by Andrew Russell, City Engineer EXECUTIVE SUMMARY: The proposed agreement would authorize the exchange of property between the City of Dublin and TL Partners II, LP, a California limited partnership, the developer of property at 6960 Tassajara Road (Fredrich Parcel, APN 986- 0004 - 002 -03) and 7020 Tassajara Road (Vargas Parcel, APN 986- 0004 - 002 -01). In exchange for a portion of property owned by the City of Dublin (APN 986- 0004 - 003 -00), the developer will provide easements and right -of -way necessary for the construction of a replacement culvert under Tassajara Road at Moller Creek. FINANCIAL IMPACT: The direct fiscal impacts include closing costs, escrow fees and costs associated with title insurance policies, due diligence investigations and feasibility studies. Closing costs and escrow fees will be shared equally by both parties. Other costs are associated with due diligence and may include Staff time and attorney fees. The acquisition of right -of -way for the Tassajara Road culvert is included as a project within the Category 1 Eastern Dublin Traffic Impact Fee ( EDTIF). Staff recommends the City Council approve a budget change of $100,000 of EDTIF Category 1 revenue to cover City costs associated with the exchange agreement. Additionally, Staff recommends the City Council approve a budget change of $40,000 of EDTIF Category 1 revenue to initiate a traffic analysis that supports a precise plan study of Tassajara Road. The total budget change is an increase of $140,000 to EDTIF Non - Departmental Contract Services. RECOMMENDATION: Staff recommends that the City Council adopt a Resolution Approving a Land Exchange Agreement for Property on Tassajara Road with TL Partners II, LP, and approve the Budget Change. Page 1 of 4 ITEM NO. 4.14 Submitted By Public Works Director DESCRIPTION: Reviewed By Administrative Services Director dl � 'A., Reviewed By Assistant City Manager Tassajara Road is a major north -south arterial serving local and regional traffic. The northernmost segment of Tassajara Road, between Fallon Road and the northern city limit, is a two lane street (one lane each direction) improved to a rural road standard. The General Plan designates Tassajara Road as a six -lane arterial, which requires street right -of -way acquisition, culvert improvements at Moller Creek, pavement widening, and installation of curb, gutter, and sidewalk between Fallon Road and the northern city limit. This portion of Tassajara Road is also included as a project within the Eastern Dublin Traffic Impact Fee ( EDTIF) program. In addition to design and construction costs, the EDTIF includes the right -of -way acquisition costs for both the street improvements and for the culvert improvements needed at Moller Creek. Moller Ranch Project: In December 2012, City Council approved the Moller Ranch project, which is located on the east side of Tassajara Road, between Moller Creek and the north city limit. The project included a condition of approval to replace the Moller Creek culvert crossing. In order to replace the culvert, right -of -way and easements are needed from the Fredrich and Vargas properties on the west side of Tassajara Road. The Moller Ranch developer, Braddock & Logan, is currently pursuing regulatory and other permits needed to begin construction of the culvert improvements. The Moller Ranch project also included a condition of approval to improve the Tassajara Road project frontage to the northern city (county) limit line. The condition allowed for the deferral of these improvements, "pending completion of a final plan line for this portion of road by the City of Dublin and the County of Contra Costa." City of Dublin staff and Contra Costa County staff are proceeding with the precise plan study, an initial phase of which is a traffic analysis of Tassajara Road. The precise plan study may affect both the Moller Ranch project and the Tassajara Highlands project. Tassajara Highlands Project: In fall 2012, Tim Lewis Communities, dba TL Partners II, LP, began efforts to develop the Fredrich and Vargas properties on the west side of Tassajara Road. In mid -2013, City staff began discussions with Tim Lewis Communities about providing the City of Dublin the right -of -way and easements necessary for construction of the Moller Creek culvert. The ultimate culvert right -of -way needed is approximately 0.9 -acres of the southern portion of the Fredrich parcel. Additionally, a temporary grading and construction easement is needed on the Fredrich parcel and a PG &E pole easement is needed on the Vargas parcel. In exchange for the right -of -way and easements, Staff recommends that a portion of City of Dublin property be granted to Tim Lewis Communities for inclusion in their Tassajara Highlands project. The City of Dublin owns a two -acre parcel on the west side of Tassajara Road, directly south of the Fredrich parcel. A portion of this parcel would be exchanged for the culvert right -of- way and easements. The City of Dublin acquired, in fee title, the unimproved property in 2007 as part of the ultimate right -of -way for Tassajara Road. The portion being granted to Tim Lewis Communities is not needed for future road right -of -way purposes. Page 2 of 4 Tim Lewis Communities does not yet own fee title to the Fredrich or Vargas properties, therefore the exchange agreement (Attachment 3) includes terms requiring the provision of easement rights to the City of Dublin before the ultimate culvert right -of -way is granted. Tim Lewis Communities is under contract to purchase both the Fredrich and Vargas properties by mid - 2015. Summary of Exchange Agreement: The following table summarizes the terms of the proposed exchange agreement (Attachment 3) between the City of Dublin and Tim Lewis Communities (dba TL Partners II, LP): Properties Involved Assessor Parcel Number Approximate Area in Acres Fredrich Parcel 986- 0004 - 002 -03 8.58 Vargas Parcel 986- 0004 - 002 -01 4.35 City Parcel 986- 0004 - 003 -00 2.00 City of Dublin Description Agreement Receives Section Grant Deed for City receives land for culvert and street right -of- 3 Land way sixty (60) days after the later of: (1) approval of the Tassajara Highlands project and expiration of the appeal periods or (2) Tim Lewis Communities closes on both the Fredrich and Vargas properties Culvert Easement City receives easements (permanent culvert 5.1 easement and temporary construction easement) five (5) days after the effective date of the exchange agreement PG &E Easement PG &E receives an easement to accommodate 5.2 existing overhead power lines that must be relocated with the construction of the culvert Tim Lewis Agreement Communities Section Receives Grant Deed for Developer receives land to be included in 6.1 Land Tassajara Highlands project, after Developer closes on the Fredrich and Vargas Properties EDTIF Credits Developer receives EDTIF credits in accordance 3 with adopted EDTIF Administrative Guidelines Permit Processing City will diligently pursue the review and permitting 4 of mass grading and demolition plans for the Tassajara Highlands project. Permits are contingent upon Tim Lewis Communities receipt of necessary regulatory agency permits and other project approvals Storm Drain Developer may construct certain Tassajara 5.5 Facilities Highlands project storm drain facilities within the culvert property. These facilities will be subject to an encroachment permit and will be maintained by the Tassajara Highlands HOA. Page 3 of 4 Budget Change: In order to facilitate the terms of the exchange agreement, the City of Dublin will incur closing costs, escrow fees, as well as attorney and Staff costs. Closing costs and escrow fees will be split equally between the City of Dublin and Tim Lewis Communities. An EDTIF budget change is proposed to use up to $100,000 of EDTIF Category 1 revenue to cover City costs associated with the exchange agreement. Staff is also recommending an EDTIF budget change of $40,000 of EDTIF Category 1 revenue to commission a traffic analysis to support the precise plan study of Tassajara Road. The approval of the Moller Ranch project included a condition that allowed the developer to defer Tassajara Road street improvements, pending completion of the precise plan study between the City of Dublin and Contra Costa County. Since the December 2012 City Council approval of the Moller Ranch project, City of Dublin and Contra Costa County staff have been coordinating regarding the precise plan study and potential realignment to address safety improvements on Camino Tassajara (Contra Costa County side). The proposed $140,000 budget change will come from EDTIF Category 1 revenue specifically related to the northernmost segment of the EDTIF Tassajara Road project. The EDTIF Tassajara Road project includes estimated expenses for administration, design, and right -of- way acquisition. No General Fund revenue will be used for this project. NOTICING REQUIREMENTS /PUBLIC OUTREACH: A copy of this report has been provided to Tim Lewis Communities, dba TL Partners II, LP. ATTACHMENTS: 1. Location Map 2. Resolution Approving the Land Exchange Agreement 3. Exhibit "A" to Resolution, Land Exchange Agreement 4. Budget Change Form Page 4 of 4 LOCATION MAP Note: 2005 Aerial Photography, Source City of Dublin GIS RESOLUTION NO. -14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING A LAND EXCHANGE AGREEMENT FOR PROPERTY ON TASSAJARA ROAD WITH TL PARTNERS II, LP WHEREAS, on October 2, 2007, the City Council adopted Resolution 183 -07 that approved a purchase and sale agreement to acquire property on Tassajara Road, known as Assessor Parcel Number 986- 0004 -003, a portion of said property being needed for future Tassajara Road right -of -way; and WHEREAS, on November 2, 2007, a deed was recorded that granted the City of Dublin the property known as Assessor Parcel Number 986- 0004 -003; and WHEREAS, on March 16, 2010, the City Council adopted Resolution 40 -10 that approved an update to the Eastern Dublin Traffic Impact Fee program, which includes Tassajara Road widening, culvert replacement, and right -of -way acquisition as a Category 1 project.; and WHEREAS, on December 18, 2012, the City Council adopted Resolution 210 -12 that approved the Moller Ranch project, with conditions of approval that require the Moller Ranch developer to replace the existing Tassajara Road culvert crossing of Moller Creek; and WHEREAS, replacement of the existing Tassajara Road culvert crossing of Moller Creek requires the acquisition of right -of -way and easements from properties located west of Tassajara Road, those properties being the Fredrich Property, Assessor Parcel Number 986- 0004- 002 -03, and the Vargas Property, Assessor Parcel Number 986- 0004 - 002 -01; and WHEREAS, the developer, TL Partners II, LP, has submitted applications for residential subdivision project known as Tassajara Highlands, located west of Tassajara Road, on both the Fredrich Property and Vargas Property; and WHEREAS, portions of the City of Dublin property, Assessor Parcel Number 986 -0004- 003, are not necessary for future Tassajara Road right -of -way; and WHEREAS, the developer has indicated that the Tassajara Highlands project is planned to use those portions of Assessor Parcel number 986- 0004 -003 that are not necessary for future Tassajara Road right -of -way; and WHEREAS, the developer has executed and filed with the City of Dublin a Land Exchange Agreement, attached hereto as Exhibit "A," and said agreement will provide to the City of Dublin the right -of -way and easements necessary to replace the existing Tassajara Road culvert crossing of Moller Creek. NOW, THEREFORE, BE IT RESOLVED that said Agreement is hereby approved. BE IT FURTHER RESOLVED that the City Manager is hereby authorized by the City Council to execute the Agreement in its current form, or with minor changes, as necessary and appropriate to carry out the intent of this Resolution. BE IT FURTHER RESOLVED that the Clerk of this City Council is hereby directed to transmit said Agreement to the County Recorder for filing. PASSED, APPROVED AND ADOPTED this 15th day of July, 2014, by the following vote: AYES- NOES- ABSENT- ABSTAIN- ATTEST- City Clerk Mayor LAND EXCHANGE AGREEMENT THIS LAND EXCHANGE AGREEMENT ( "Agreement ") is entered into as of July 2014 ( "Effective Date ") by and between the City of Dublin ( "City ") and TL Partners II, LP, a California limited partnership ( "Developer"). City and Developer are hereinafter- collectively referred to as the "Parties." RECITALS A. Developer has entered into a Real Property Purchase and Sale Agreement for the purchase of certain real property consisting of 8.58 acres located at 6960 Tassajara Road in the City of Dublin, California known as Assessor Parcel Number 986 - 0004 - 002 -03, as more particularly described on Exhibit A attached hereto and incorporated herein by this reference (the "Fredrich Property "). Fredrich Property is currently owned by Thomas A. Fredrich and Helene L. Fredrich as Trustees of the Fredrich Family Trust (collectively, the "Fredrich Owner "). B. Developer has also entered into a Real Property Purchase and Sale Agreement for the purchase of certain real property consisting of 4.35 acres located at 7020 Tassajara Road in the City of Dublin, California known as Assessor Parcel Number 986 -0004- 002 -01, as more particularly described on Exhibit B attached hereto and incorporated herein by this reference (the "Vargas Property "). Vargas Property is currently owned by Jose L. Vargas and Violeta Vargas (collectively, the "Vargas Owner"). C. The Fredrich Property and the Vargas Property are collectively referred to herein as the "Developer Property" and the Fredrich Owner and the Vargas Owner are collectively referred to herein as the "Property Owner". D. Developer is currently processing applications with the City for the development of approximately 47 single family homes on the Developer Property, together with all associated infrastructure improvements (the "Development Project "). E. In accordance with the provisions of the Dublin Municipal Code, any approval of the Development Project by the City will include (a) the dedication to the City of approximately 27,000 square feet of land on the Developer Property for inclusion in the Tassajara Road right of way, as more particularly described and depicted on Exhibit C attached hereto and incorporated herein by this reference (the "ROW Land ") and (b) in accordance with the provisions of the Eastern Dublin Traffic Impact Fee (the "EDTIF ") Administrative Guidelines, a credit of traffic impact fees to Developer in exchange for the dedication of the ROW Land that exceeds the maximum dedication required by the Dublin Municipal Code. F. The City desires to construct a replacement culvert for the Moller Creek crossing of Tassajara Road (the "Moller Creek Culvert") prior to Developer's acquisition of the Development Property and said construction requires a construction license and easement over a portion of the Fredrich Property, as more particularly described on Exhibit D attached hereto and incorporated herein by this reference (the Exchange Agreement V10 07 10 14 Page 1 of 16 "Culvert Property ") as well as the creation of a new easement in favor of Pacific Gas & Electric Company (the "PG&E Easement ") over a portion of the Vargas Property, as more particularly described on Exhibit E attached hereto and incorporated herein by this reference . G. The City is the fee owner of certain real property consisting of . approximately 1.7 acres (the "City Property ") located in the City on Tassajara Road, known as Parcel 3 of Parcel Map 1193, Assessor Parcel Number 986- 0004 - 003 -00, as more particularly described in Exhibit F attached hereto and incorporated herein by this reference. H. Subject to the terms and conditions set forth in this Agreement, including without limitation, compliance with the California Environmental Quality Act ( "CEQA ") where applicable, Developer and City have agreed that: (i) Developer shall cause the Fredrich Owner to grant City the Culvert Easement and shall cause the Vargas Owner to grant PG &E the PG &E Easement; (ii) Developer shall convey the Culvert Property to the City; (iii) City shall convey the City Property to Developer; and (iv) City shall grant Developer traffic impact fee credits for the ROW Land in accordance with the Eastern Dublin Traffic Impact Fee Administrative Guidelines. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows. 1. Recitals: Effective Date. The Parties acknowledge that the foregoing recitals are true and correct and are incorporated herein by this reference. The effective date of this Agreement shall be the date first listed above. 2. Property Owner Conveyances to Developer. In accordance with the purchase agreements for the Developer Property, Developer will acquire the Vargas Property on or before May 2, 2015 and will acquire the Fredrich Property on or before June 20, 2015. 3. Dedication of ROW Land. Developer shall dedicate the ROW Land to City within sixty (60) days after the later to occur of: (i) final approval of a tentative map for the Development Project, with all appeal periods expired or (ii) closing on the conveyance of both the Fredrich Property and the Vargas Property to Developer. Upon dedication of the ROW Land, City will grant Developer TIF Credits for the ROW Land that is included in the EDTIF and that exceeds the maximum dedication required by the Dublin Municipal Code. The TIF Credits shall be granted at the greater of the rate as of July 1, 2014 ($38.65/SF) or the rate in effect at the time the TIF Credits are - granted to Developer. 4. Permit Processing. In further consideration of Developer's agreement to the terms and conditions of this Agreement, City agrees to diligently pursue the review of the mass grading plans and demolition permit application for the Development Project. Developer acknowledges and agrees that no demolition, grading, or other construction activity shall commence until the Development Project has received all necessary approvals from the City. Exchange Agreement V10 07 10 14 Page 2 of 16 5. Culvert Easement and Developer Conveyance to City. 5.1. Developer Culvert Easement Conveyance. No later than five (5) Business Days following the Effective Date, the Developer shall cause the Fredrich Owner to convey to City and City shall accept from the Fredrich Owner, the Culvert Easement. The conveyance of the Culvert Easement from the Fredrich Owner to City shall be accomplished by recordation of a construction license and a separate grant of easement, substantially in the form attached hereto as Exhibit G (collectively, the "Culvert Easement "). 5.2. Developer PG &E Easement Conveyance. The Developer shall use commercially reasonable efforts to cause the Vargas Owner to convey to PG &E the PG &E Easement as soon as practicable after the Effective Date. The conveyance of the PG &E Easement from the Vargas Owner to PG &E shall be accomplished by recordation of a grant of easement, substantially in the form attached hereto as Exhibit E. 5.3. Developer Conveyance. Subject to satisfaction of the conditions precedent set forth in this Section, Developer shall convey to City and City shall accept from Developer, the Culvert Property in accordance with the terms, covenants and conditions set forth herein. The conveyance of the Culvert Property from Developer to City shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit H ( "Developer Grant Deed "). 5.4. Conditions Precedent. Notwithstanding anything to the contrary set forth herein, Developer's conveyance of the Culvert Property to City is expressly conditioned upon satisfaction of the following conditions ( "Developer Conditions Precedent "): (i) removal by Developer of hazardous material located on the Culvert Property; (ii) City receipt of all approvals and permits necessary to construct the Moller Creek Culvert; (iii) construction by the City, its contractors, or its permittees of (a) certain public utilities and (b) other improvements and grading necessary to construct the Moller Creek Culvert, all as identified on Exhibit I ( "Culvert Improvements ") attached hereto; and (iv) Developer's closing on the acquisition of the Fredrich Property; 5.5. Mutual Cooperation with Respect to the Culvert Property. In connection with the Development Project, Developer will be constructing certain storm drain facilities on the Culvert Property, including an outfall and a drainage connection Exchange Agreement V10 07 10 14 Page 3 of 16 between the Developer Property and the City Property (the "Developer Storm Drain Facilities "). In order to ensure that both the Developer Storm Drain Facilities and the Moller Creek Culvert (the "Culvert Property Facilities ") can be constructed on the Culvert Property without any adverse impact on either party's project, City and Developer agree to mutually cooperate on the design and construction of the Culvert Property Facilities. Such cooperation shall include, but not be limited to, providing initial copies of all plans and designs for each party's proposed Culvert Property Facilities, providing updated copies of plans and designs as they are developed, coordinating the location and treatment of mitigation measures required by the Agencies (as defined in Section 5.5 below), coordinating construction activities on the Culvert Property and attending periodic meetings called by either party to address conflicts or inconsistencies in the plans for the Culvert Property Facilities or issues that arise during construction of the Culvert Property Facilities. City specifically acknowledges that Developer may complete construction of the Developer Storm Drain Facilities prior to the start of construction on the Moller Creek Culvert. In that event, City and Developer acknowledge that the storm drain connection between the Developer Property and the City Property may need to be removed and then replaced in order to construct the Moller Creek Culvert and agree that City shall be solely responsible for the cost of removing and replacing Developer's storm drain connection. City further acknowledges and agrees that if City grants any third party the right to construct the Moller Creek Culvert on the City's behalf, City shall require such third party to comply with the terms of this Section 5.4. 5.6. Compliance with Agency Requirements. City and Developer acknowledge that installation of the Culvert Property Facilities will require approvals from various state and federal agencies, including without limitation the Regional Water Quality Control Board and the United States Army Corps of Engineers (the "Agencies "). City and Developer further acknowledge that in connection with issuing permits for the Culvert Property Facilities, the Agencies may require Developer to install mitigation measures on the Culvert Property and may also require deed restrictions on the Culvert Property to enforce any such permit conditions. City agrees to accept any deed restrictions on the Culvert Property required by the Agencies and further agrees to grant Developer a long term encroachment agreement (the "Encroachment Agreement "), in the form attached hereto as Exhibit J, for the Developer to manage any mitigation areas located on the Culvert Property which are related to the Developer Storm Drain Facilities. 6. City Conveyance to Developer. 6.1. City Conveyance. Subject to satisfaction of the conditions precedent set forth in this Section, in the sole discretion of City, City shall convey to Developer and Developer shall accept from City, the City Property in accordance with the terms, covenants and conditions set forth herein. The conveyance of the City Property from City to Developer shall be accomplished by recordation of a grant deed, substantially in the form attached hereto as Exhibit K ( "City Grant Deed "). Exchange Agreement V10 07 10 14 Page 4 of 16 6.2. Conditions Precedent. Notwithstanding anything to the contrary set forth herein, conveyance of the City Property to the Developer is expressly conditioned upon satisfaction of all the following conditions ( "City Conditions Precedent'): (i) Developer's closing on the acquisition of the Fredrich Property and Vargas Property, as evidenced by a written notice from Developer to City delivered no later than ten (10) days after the Developer closing on the Vargas Property (the "Vargas Notice ") and on Fredrich Property (the "Fredrich Notice "). 7. Closing. 7.1. Escrow: Escrow Instructions. Not later than thirty (30) days following the Effective Date, City and Developer shall open an escrow at the office of First American Title Company, located at 6683 Owens Drive, Pleasanton, CA 94588 ( "Title Company" or "Escrow Agent ") or such other title company as may be mutually agreed upon by the Parties. Upon the opening of escrow, the Parties shall deposit with the Escrow Agent an executed copy of this Agreement, which together with such additional instructions as may be executed by either Party and delivered to the Escrow Agent, shall serve as the escrow instructions of City and Developer for the conveyance of the City Property to Developer and the conveyance of the Culvert Property to City. 7.2. Close of Escrow: Closing Costs. Each Party shall pay the cost of any title insurance such Party elects to purchase with respect to the property to be acquired by such Party pursuant to this Agreement. City and Developer shall each pay one -half (1/2) of all other closing costs and escrow fees (including without limitation recording fees, escrow charges, real estate transfer taxes, and documentary transfer taxes) associated with the close of escrow for the conveyance of the City Property to Developer ( "Developer Close of Escrow ") and the conveyance of the Culvert Property to City ( "City Close of Escrow "). 7.3. Closing: Documents and Funds: Timing. Provided that the conditions set forth in Section 6 have been satisfied, City and Developer shall have thirty (30) days from the date of the Vargas Notice or the Fredrich Notice, whichever is later, to deposit into escrow all the documents described in this Section (the "Closing Documents "). The Developer Close of Escrow and City Close of Escrow shall take place within five (5) Business Days following the deposit into escrow of the Closing Documents(each, a "Closing Date "). In order to comply with said conditions precedent, the Parties hereby acknowledge that the City Close of Escrow may take place prior to the Developer Close of Escrow. The Parties each agree that they shall not unreasonably condition, delay, or withhold consent to an extension of either Closing Date. (i) City Close of Escrow. The Parties shall deposit the following documents into escrow for the City Close of Escrow: Exchange Agreement V10 07 10 14 Page 5 of 16 (a) City shall deposit a duly executed and acknowledged Certificate of Acceptance for the Culvert Property, substantially in the form attached to Exhibit L; (b) Developer shall deposit the fully- executed Developer Grant Deed substantially in the form attached hereto as Exhibit H sufficient to convey good and marketable fee simple title to the Culvert Property free of all title defects and encumbrances except the Permitted Exceptions (as defined in Section 11); (c) Developer and City shall each deposit into escrow their respective share of closing costs as set forth in Section 8.2; (d) Developer and City shall each deposit such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the conveyance of the Culvert Property to City. (ii) Developer Close of Escrow. The Parties shall deposit the following documents into escrow for the Developer Close of Escrow: (a) City shall deposit a fully - executed City Grant Deed substantially in the form of Exhibit K sufficient to convey to Developer good and marketable fee simple title to the City Property free of all title defects and encumbrances except the Permitted Exceptions; (b) Developer and City shall each deposit into escrow their respective share of closing costs as set forth in Section 8.2; and (c) Developer and City shall each deposit such additional duly executed instruments and documents as the Escrow Agent may reasonably require to consummate the conveyance of the City Property to Developer. 7.4. Prorations. In connection with the conveyance of the City Property to Developer and the Culvert Property to City, the Escrow Agent shall make the following prorations: (i) property taxes and assessments shall be prorated as of the Closing Date based upon the most recent tax bill available, including any property taxes which may be assessed after the Closing Date but which pertain to the period prior to the transfer of title, regardless of when or to whom notice thereof is delivered; (ii) any bond or assessment that constitutes a lien on the City Property on the Closing Date shall be assumed by Developer and any lien on the Culvert Property shall be assumed by City (provided however, it shall be a condition to Closing that any such bond or assessment be paid current by each Party). Any utility and sewer service charges shall be prorated as of the respective Closing Date. The Escrow Agent shall close escrow for the conveyance of the City Property to Developer and the Culvert Property to the City by: Exchange Agreement V10 07 10 14 Page 6 of 16 (i) causing the Developer Grant Deed and the City Grant Deed to be recorded in the official records of Alameda County; (ii) issuing the Title Policies (defined in Section 10) for the City Property and the Culvert Property and delivering same to Developer and City, respectively; and (iii) delivering to Developer and City a conformed copy of the grant deeds for the property to be conveyed to each, indicating recording information thereon. On each respective Closing Date, possession of the City Property shall be delivered to Developer and possession of the Culvert Property shall be delivered to the City. 8. Title Documents. No later than ten (10) Business Days following the Effective Date, each Party shall deliver or cause to be delivered to the other Party an updated title report for its respective property ( "Preliminary Report") setting forth all liens, encumbrances, easements, restrictions, conditions, and other matters of record affecting title to that property ( "Title Exceptions ") together with copies of all instruments referred to therein. Each Party shall approve or disapprove each Title Exception within thirty (30) days following receipt of the Preliminary Report and documents relating to the Title Exceptions. Upon failure to object within such period, any Title Exceptions that are not disapproved shall be deemed to be Permitted Exceptions (as defined in Section 11). If either Party objects to any Title Exception, the other Party shall use its best efforts at its sole expense to remove from title or otherwise satisfy each such exception in a form that is reasonably satisfactory to the requesting Party within thirty (30) days following the date that the objecting Party objects to such exception. 9. Title Policy. It shall be a condition to the close of escrow that Title Company shall deliver to the each Party, no later than seven (7) days prior to each Closing Date, a title commitment for an Owner's Title Insurance Policy ( "Title Policy ") to be issued by Title Company in an amount to be determined by the Parties, showing title to each Property, subject only to the Permitted Exceptions (as defined in Section 11), including such endorsements as may reasonably be requested by each Party and committing Title Company to issue each Title Policy to its respective Party upon the Close of Escrow. 10. Conveyance of Title. Each Party shall convey by grant deed to the other Party marketable fee simple title to its respective property, free and clear of all recorded and unrecorded liens, encumbrances, restrictions, easements, and leases, except: (i) liens for nondelinquent general and special taxes, assessments and /or bonds; and (ii) such other conditions, liens, encumbrances, restrictions, easements and exceptions as set forth in Exhibit M or approved in writing by City or Developer or deemed approved by City or Developer as provided in Section 9 (all of the foregoing, are collectively hereinafter referred to as the "Permitted Exceptions "). Exchange Agreement V10 07 10 14 Page 7 of 16 11. Due Diliaence. 11.1. Feasibility Studies. During the period commencing upon the Effective Date and terminating one hundred twenty (120) days thereafter ( "Due Diligence Period "), Developer and City may undertake further inspection, review and testing of the City Property and the Culvert Property, respectively, including without limitation (i) a review of the physical condition of such property, including inspection and examination of soils, environmental condition, and archeological information relating to the property; (ii) completion of Phase I and Phase II, if required, environmental assessments; (iii) a review and investigation of the effect of any zoning, maps, permits, reports, engineering data, regulations, ordinances, and laws affecting the property, and (iv) an evaluation of the property to determine its feasibility for the Party's intended use. All of the foregoing is hereinafter collectively referred to as "Feasibility Studies." The Parties may consult with or retain civil engineers, contractors, soils and geologic engineers, architects and other specialists in its investigation, and may consult with or retain other consultants to determine if the property is suitable for each Party's intended use. Each Party shall bear the costs of its Feasibility Studies and consultations. 11.2. Contracts, Reports and Investigations. City and Developer each agree to make available within ten (10) Business Days following the Effective Date, any and all information, studies, reports, investigations, contracts, leases, rental agreements and other obligations concerning or relating to the property such Party has agreed to convey pursuant to this Agreement which are in such Party's possession or which are reasonably available to such Party, including without limitation any Phase I Environmental Site Assessments, surveys, studies, reports and investigations concerning the property's physical, environmental or geological condition, habitability, or the presence or absence of Hazardous Substances in, on or under the property and its compliance with Environmental Laws (as defined in Section 16). 12. Right of Entry. During the Due Diligence Period, each Party grants to the other and to the other Party's agents and employees a right of entry, to enter its property upon reasonable notice for the purpose of inspecting, examining, surveying and reviewing such property in accordance with Section 12. Each Party's inspection, examination, survey and review of such property shall be at such Party's sole expense. Each Party shall obtain the other Party's advance consent to any proposed physical testing of the property, which consent shall not be unreasonably conditioned, withheld or delayed. Physical tests shall be scheduled during normal business hours unless otherwise approved by the owner of the property to be tested. For purposes of this provision, Developer shall be responsible for obtaining consent from the Fredrich Owner for City's access to the Fredrich Property. Each Party agrees to indemnify the other Party and to hold the other Party harmless from and against all Liability, loss, cost, damage and expense (including, without limitation, reasonable attorney's fees and costs of litigation) resulting from such Party's activities pursuant to this Section. This Section will survive the expiration or termination of this Agreement and the Close of Escrows. Exchange Agreement V10 07 10 14 Page 8 of 16 13. "As Is" Purchase. Except as otherwise specified in this Agreement, each Party agrees to accept the property conveyed to it pursuant to this Agreement, including the land, all buildings, structures, improvements, equipment, and operating systems located on or under the land "AS IS, WHERE IS" and in its current state and condition, without any warranties whatsoever regarding its condition except as specifically described in this Agreement, and with all faults and defects, including Hazardous Substances and any other environmental conditions or hazards, if any, that may be located on, under, or around the property, whether known or unknown, suspected or unsuspected, actual or potential, and each Party assumes all responsibility for any such faults, defects, and conditions as of the Close of Escrow. 14. Representations Warranties, and Covenants. 14.1. Representations and Warranties. (i) City hereby represents, warranties, and covenants that except as disclosed in writing to Developer, as of the Effective Date and as of the Close of Escrow with respect to the City Property: (a) no contracts, licenses, leases or commitments regarding the maintenance or use of the property or allowing any third party rights to use the property are in force; (b) City knows of no pending actions, suits, condemnation or other proceedings against or affecting the property or any portion thereof or the interest of City in the property; (c) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the property or any portion thereof; (d) City knows of no receipt of notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the property are in violation of any Environmental Law; (e) City has disclosed all material facts concerning the property; and (f) City shall comply with all local entitlement processes. (ii) Developer hereby represents, warranties, and covenants that except as disclosed in writing to City, as of the respective close of escrow on each of the Fredrich Property and the Vargas Property and as of the Close of Escrow with respect to the Culvert Property: (a) no contracts, licenses, leases or commitments regarding the maintenance or use of the property or allowing any third party rights to use the property are in force; (b) Developer knows of no pending actions, suits, condemnation or other proceedings against or affecting the property or any portion thereof or the interest of Developer in the property; (c) there are no threatened or pending condemnation, eminent domain, or similar proceedings affecting the property or any portion thereof; (d) Developer knows of no receipt of notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the property are in violation of any Environmental Law; (e) Developer has disclosed all material facts concerning the property; and (f) Developer shall comply with all local entitlement processes. 14.2. Additional Representations. Each Party further represents and warrants that this Agreement and all other documents to which it is a party and that are delivered or to be delivered in connection herewith shall at the time of their delivery: (i) have been Exchange Agreement V10 07 10 14 Page 9 of 16 duly authorized, executed, and delivered; (ii) be the binding obligations of that Party; (iii) collectively be sufficient to transfer all of that Party's right, title and interest in and to the property being conveyed; and (iv) not be in violation of the provisions of any agreement to which Party is a party or which affects the property being conveyed. Each Party further represents and warrants that the persons who have executed this Agreement on behalf of that Party are authorized to do, that it has the legal right to enter into this Agreement and to perform all of its terms and conditions, and that this Agreement is enforceable against the Party in accordance with its terms. 14.3. Covenants. (i) City covenants that from the Effective Date and through the Close of Escrow, it: (a) shall not willingly permit any liens, encumbrances, or easements to be placed on its property other than Permitted Exceptions; (b) shall not without the prior written consent of Developer, enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting its property that would be binding on Developer or the property after the Close of Escrow; (c) shall not permit, except as specifically provided herein with respect to the demolition required on the City Property, any act of waste or act that would tend to diminish the value of the property for any reason, except that caused by ordinary wear and tear; and (d) shall maintain the City Property in its condition as of the date hereof, ordinary wear and tear excepted, and shall manage the property substantially in accordance with City's established practices. (ii) Developer covenants that from the respective close of escrow on each of the Fredrich Property and the Vargas Property and through the Close of Escrow, it: (a) shall not willingly permit any liens, encumbrances, or easements to be placed on the Culvert Property other than Permitted Exceptions; (b) shall not without the prior written consent of City, enter into any agreement regarding the sale, rental, management, repair, improvement, or any other matter affecting the Culvert Property that would be binding on City or the Culvert Property after the Close of Escrow; (c) shall not permit any act of waste or act that would tend to diminish the value of the Culvert Property for any reason, except that caused by ordinary wear and tear; and (d) shall maintain the Culvert Property in its condition as of the date of close of escrow on the Fredrich Property, ordinary wear and tear excepted, and shall manage the property substantially in accordance with City's established practices. 14.4. Notification. Each Party shall notify the other Party of any facts that would cause any of the representations contained in this Agreement to be untrue as of the Close of Escrow. If either Party reasonably believes that any fact materially and adversely affects the property that Party is to acquire pursuant to this Agreement, such Party shall have the option to terminate this Agreement by delivering written notice thereof to other Party. In the event either Party elects to terminate this Agreement, all funds and documents deposited into escrow by or on behalf of each Party shall be returned to that Party, and all rights and obligations hereunder shall terminate. Exchange Agreement V10 07 10 14 Page 10 of 16 15. Mutual Release and Indemnity. Each Party (i) releases and forever discharges the other Party from any and all claims and causes of action under or with respect to any Environmental Laws, including without limitation the California Hazardous Substance Account Act, California Health and Safety Code Section 25300 et seq., (including section 25359.7), the Comprehensive Environmental Response, Compensation, and Liability Act, ( "CERCLA ") title 42 U.S.C. section 9601 et seq., the Resource Conservation and Recovery Act ( "RCRA ") title 42 U.S.C. section 6901 et seq.; and the Clean Water Act, title 33 U.S.C. section 2601 et seq., as these laws may be amended in the future; and (ii) agrees to defend (with counsel approved by both Parties, which approval will not be unreasonably withheld) indemnify, protect and hold the other Party free and harmless from any claim, Liability, damages of any kind, attorneys' fees, costs, etc. arising out of or resulting from the physical condition or use of the property on or after Close of Escrow, including, without limitation, due to the presence of Hazardous Substances on the property, as well as any claims or causes of action threatened or made by anyone relating to the condition or use of the property, including, without limitation, third parties adjoining property owners, governmental agencies, or claims brought under Proposition 65, California Health and Safety Code Sections 25249.5- 25249.13. 15.1. "Hazardous Substances" means any chemical, compound, material, mixture, or substance that is now or may in the future be defined or listed in, or otherwise classified pursuant to any Environmental Laws (defined below) as a "hazardous substance ", "hazardous material ", "hazardous waste ", "extremely hazardous waste ", "infectious waste ", "toxic substance ", "toxic pollutant ", or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, or toxicity. The term "hazardous substances" shall also include asbestos or asbestos - containing materials, radon, methyl tertiary butyl ether, perchlorate, polychlorinated biphenyls, petroleum, petroleum products or by- products, petroleum components, oil, mineral spirits, natural gas, natural gas Liquids, liquefied natural gas, and synthetic gas usable as fuel, whether or not defined as a hazardous waste or hazardous substance in the Environmental Laws. 15.2. "Environmental Laws" means any and all federal, state and local statutes, ordinances, orders, rules, regulations, guidance documents, judgments, governmental authorizations, or any other requirements of governmental authorities, as may presently exist, or as may be amended or supplemented, or hereafter enacted, relating to the presence, release, generation, use, handling, treatment, storage, transportation or disposal of Hazardous Substances, or the protection of the environment or human, plant or animal health. 16. Miscellaneous Provisions. 16.1. Notices. Except as otherwise specified in this Agreement, all notices to be sent pursuant hereto shall be made in writing, and sent to the parties at their respective addresses specified below or to such other address as a party may designate by written Exchange Agreement V10 07 10 14 Page 11 of 16 notice delivered to the other parties in accordance with this Section. All such notices shall be sent by: (i) personal delivery, in which case notice shall be deemed delivered upon receipt; (ii) certified or registered mail, return receipt requested, in which case notice shall be deemed delivered two (2) Business Days after deposit, postage prepaid in the United States mail; (iii) nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) day after deposit with such courier; or (iv) facsimile or electronic mail (provided a hard copy of such transmission is thereafter delivered in one of the foregoing prescribed methods). Developer: Director of Land TL Partners II, LP 3500 Douglas Blvd., Suite 270 Roseville, CA 95661 City: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 16.2. Attorneys' Fees. In any action at law or in equity, arbitration or other proceeding arising in connection with this Agreement, the prevailing party shall recover reasonable attorneys' fees and other costs, including but not limited to court costs and expert and consultants fees incurred in connection with such action, in addition to any other relief awarded. 16.3. Escrow Cancellation Charges. If the escrow fails to close by reason of a default by City or Developer hereunder, such defaulting party shall pay all escrow or other Title Company charges. If the escrow fails to close for any reason other -than default by City or Developer, then City and Developer shall each pay one -half of such charges. 16.4. Amendments: Assignment. This Agreement may be amended only by a written instrument executed by the Parties hereto or their successors in title. 16.5. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. Exchange Agreement V10 07 10 14 Page 12 of 16 16.6. Waiver. , A waiver by either party of the performance of any covenant or condition herein shall not invalidate this Agreement nor shall it be considered a waiver of any other covenant or condition, nor shall the delay or forbearance by either party in exercising any remedy or right be considered a waiver of, or an estoppel against, the later exercise of such remedy or right. 16.7. Default and Remedies. An event of default ( "Default ") under this Agreement shall occur if either Party fails to comply with any of such Party's covenants or obligations set forth herein and does not cure such failure within ten (10) days after receipt of written notice thereof (or in the case of a non- monetary default, fails to commence to cure such default within such 10 -day period and fails to thereafter proceed with due diligence to cure such default.) Upon the occurrence of an event of default hereunder the Parties may pursue all remedies at law or in equity including the remedy of specific performance. The rights and remedies of the Parties hereunder are cumulative, and the exercise or failure to exercise one or more of such rights or remedies by either Party shall not preclude the exercise by it, at the same time or different times, of any right or remedy for the same default or any other default. 16.8. Entire Agreement. This Agreement, together with Exhibits A through M which are hereby incorporated by reference, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, documents and discussions pertaining thereto. 16.9. Binding Effect; Due Authorization. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest and assigns of each of the Parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor, heir, administrator, executor or assign of such party who has acquired an interest in compliance with the terms of this Agreement, or under law. 16.10. Parties Not Co- Venturers; No Brokers. Nothing in this Agreement is intended to or does establish the parties as partners, co- venturers, or principal and agent with one another. Each Party hereby represents and warrants to the other Party that it has retained no broker or other party to whom a commission or finder's fee is due with respect to the transactions contemplated hereby. Each Party agrees to defend, indemnify, and hold the other Party harmless from and against all claims, losses, costs, expenses and liabilities arising in connection with a breach of this representation and warranty by the indemnifying party. The terms of this Section shall survive the expiration or earlier termination of this Agreement and shall survive Close of Escrow. 16.11. No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by City or Developer of any of the provisions of this Agreement. Exchange Agreement V10 07 10 14 Page 13 of 16 16.12. Captions: Interpretation. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 16.13. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. This Agreement may be executed and delivered by the exchange of electronic facsimile copies, .pdf or other electronic image files of counterparts of the signature page, which shall be considered the equivalent of ink signature pages for all purposes. 16.14. Further Assurances. The Parties each agree to execute, acknowledge and deliver to the other such other documents and instruments, and to undertake such actions, as either shall reasonably request or as may be necessary to carry out the intent of this Agreement. 16.15. Governing Law: Time is of the Essence. This Agreement shall be interpreted under and pursuant to the laws of the State of California without regard to principle of conflicts of laws. Time is of the essence and is a material term for all conditions and provisions contained in this Agreement. 16.16. No Merger; Survival of Representations. The obligations stated herein which are intended to operate after the Close of Escrow, including without limitation indemnification obligations, shall not merge with the transfer of title but shall remain in effect until fulfilled as provided herein. Without limiting the generality of the foregoing, the representations and warranties made by each Party shall survive Close of Escrow. 16.17. Indemnification. Each Party shall indemnify, defend and hold harmless the other Party and its respective boards, commissions, and elected and appointed officials, employees, agents and contractors (collectively "Indemnitees ") from and against all claims, actions, proceedings, demands, liabilities, judgments, losses, expenses (including reasonable attorneys' fees and expenses) and costs (collectively "Claims ") arising out of or related to this Agreement including any claim, action or proceeding to attack, set aside, void or annul this Agreement or any part hereof. Each Party shall promptly notify the other Party of any such Claim. Nothing contained in this Section shall prohibit a Party from participating in a defense of any Claim, and if it chooses to do so, it shall be reimbursed for its reasonable attorneys' fees and expenses. The provisions of this Section shall survive the expiration or termination of this Agreement and Close of Escrow. Exchange Agreement V10 07 10 14 Page 14 of 16 16.18. Business Days Performance on Day Other Than Business Day. In this Agreement "Business Days" means days other than Saturdays, Sundays, and federal and state legal holidays. If any date on which a time period scheduled to expire herein is not a Business Day, the date shall be extended to the next Business Day. Exchange Agreement V10 07 10 14 Page 15 of 16 IN WITNESS WHEREOF, the Developer and City have executed this Agreement as of the Effective Date first written above. Dated: Attest City Clerk CITY OF DUBLIN A Municipal Corporation in City Manager r' Dated: TL PARTNERS II, LP A California limited partnership By: TL Management, Inc. Its. General Partner By: Name: Jay Timothy Lewis Its: President List of Exhibits Exhibit A — Fredrich Property Exhibit B — Vargas Property Exhibit C — ROW Land Exhibit D — Culvert Property Exhibit E — PG &E Easement Exhibit F — City Property Exhibit G — Culvert Easement Exhibit H — Developer Grant Deed Exhibit I — Culvert Improvements Exhibit J — Encroachment Agreement Exhibit K — City Grant Deed Exhibit L — Form of Certificate of Acceptance for Culvert Property Exhibit M — Permitted Exceptions Exchange Agreement V10 07 10 14 Page 16 of 16 Exhibit A FREDRICH PROPERTY Real property in the City of Dublin, County of Alameda, State of California, described as follows: =0 PORTION OF THE 79.45 ACRE TRACT OF LAND FIRSTLY DESCRIBED IN THE HEED BY JOSEPH S. SOITO JR. TO RAYMOND BROWN AND JOSEPH A. BROWN, DATED FEBRUARY 4, 1952 AND RECORDED FEBRUARY 19,19S2, BOOK 660 OR, PAGE 515 (AG- 13911), ALAMEDA COUNTY RECORD'S, A PORTION OF LOTS 9 AND 10 "MAP OFT HE PROPERTY OF THE ESTATE OF ELIZABETH DCKJGHERTY, DECEASED, IN ALAMEDA AND CONTRA COSTA COUNTIES", FILED MAY 11, 1891, MAP BOOK 8, PAGE S, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERN LINE OF SAID 79.45 ACRE TRACT WITH THE CENTER LINE OF THE RE- ALIGNMENT OF TASSAJARA ROAD Oft COUNTY NO. 2568, AS SAID ROAD IS DEFINED IN THE DEED BY JOSEPH S. SOTTO, JR. TO COUNTY OR ALAMEDA, DATED NOVEMBER 27, 1946 AND RECORDED DECEMBER 5, 1946, BOOK 5041, PAGE 67 ('TT- 107440), ALAMEDA COUNTY RECORDS; RUNNING THENCE ALONG SAID CENTER LINE OF TASSAIARA ROAD FROM A TANGENT THAT MRS NORTH 240 33' 12" EAST ALONG A CURVE TO THE LEFT" WITH A RADIUS OF 800 FEET, A DISTANCE OF 534.82 FEET; THENCE CONTINUING ALONG SAID CENTER LINE, TANGENT WITH THE LAST NAMED COURSE, NORTH 13° 45' WEST 292.66 FEET; THENCE SOUTH 66° 52'09- WEST 568.93 FEET; THENCE SOUTH 30° 40 45" EAST 297.56 FEET; AND SOUTH 690 03` 15° EAST 198,08 FEET TO THE CENTER LINE OF A PRIVATE ROAD KNOWN AS DOWNING ROAD; THENCE ALONG THE LAST NAMED LINE, NORTH 45' EAST 1+47.89 FEET TO THE EASTERN BOUNDARY LINE Of THE RANCHO SAN RAMON; "THENCE ALONG THE LAST NAMED LINE SOUTH Ii° 35' 30'* WEST 208.28 FEET; THENCE SOUTH 7410 31' 05" WEST 34.35 FEET TO LAST SAID CENTER LINE Of TASSAJARA ROAD; THENCE ALONG THE LASE' NAMED LINE, SOUTH 00 35'30- WEST 143.65 FEET TO A UNE DRAWN SOUTH 89° 51' WEST FROM THE POINT OF BEGINNING; THENCE NORTH 890 51' EAST 138.76 FEET TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION THEREOF WHICH LIES WITHIN THE RE- ALIGNMENT" OF TASSAJARA ROAD OR COUNTY ROAD NO. 2568. PARCEL'TWO: BEING A PORTION OF PLOT 10, "MAP OF THE PROPERTY OF THE ESTATE OF E. A. DOUGHERTY", FILED MAY 11, 1891, MAP BOOK 8, PAGE 75, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERN BOUNDARY LINE OF THE 79.45 ACRE TRACT OF LAND TO RAYMOND BRAWN AND JOSEPH A. BROWN, RECORDED FEBRUARY 19, 1953, IN 6660 OR S1S (AG -1. 391.1) AND THE EASTERLY BOUNDARY LINE OF THE FORMER RANCHO SAN RAMON; THENCE NORTH 00 35` 30" EAST 143.65 FEET TO THE POINT OF BEGINNING OF THE PARCEL Of LAND TO BE DESCRIBED, THENCE NORTH 0* 35'30' EAST 208.28 FEET; THENCE SOUTH 450 WEST. 147.89 FEET; THENCE SOUTH 31° 33' 20" EAST 132.45 FEET; AND THENCE EASTERLY 3433 FEET TO THE ACTUAL POINT OF BEGINNING. ASSESSORS PARCEL NO. 945 - 541 -2 -3 PARCEL THREE: ALL OF THAT CERTAIN REAL: PROPERTY DESCRIBED IN REEL 1318, IMAGE 383, SERIES NO. AW- 152055, ALAMEDA COUNTY RECORDS LYING SOUTHERLY OF THE LINE DESCRIBED AS FOLLOWS: COMMENCING ON THE EASTERLY LINE OF TASSAJARA ROAD AT ALAMEDA COUNTY STATION 129 + 33.50 AS SHOWN ON RECORD OF SURVEY NO. $19 RECORDED NOVEMBER 13, 1974, BOOK 9 OF RECORD OF SURVEYS, PAGE 73, AIAMEDA COUNTY RECORDS; RUNNING THENCE SOUTH 76° 1S' OT WEST 66.00 FEET TO THE WESTERLY LINE OF TASSA3ARA ROAD; THENCE SOUTH 870 4705" WEST" 30-34 FEET; THENCE SOUTH 76° 08' 10- t+'G'EST 168.97 FEET; THENCE SOUTH 77° 38' 45" WEST 285 FEET, MORE OR LESS, TO THE CEMERLINE OF TASSA]ARA ROAD AS SAID ROAD MSTED PRIOR TO NOVEMBER 27, 1946. EXCEP77MG THEREFROM THAT POR77ON THEREOF LYING WITHIN 7THIE LINES OF PARCELS ONE AND TWO DESCRIBED ABOVE. City Of PfeW&M., County of A)irrmeda, State of Cal ftmi a APN: 6-0004- 002 -03 Exhibit B VARGAS PROPERTY Real property in the City of Dublin, County of Alameda, State of California, described as follows: PARCEL ONE: A PORTION OF SECTION 28, TOWNSHIP 2 SOUTH, RAND 1 EAST, MOUNT DIABLO BASE AND MERIDIAN, AND ALSO A PORTION OF LOTS 9 AND 10, MAP OF THE PROPERTY OF THE ESTATE OF ELIZABETH DOUGHERTY, DECEASED, IN ALAMEDA AND CONTRA COSTA COUNTIES, FILED MAY 11, 1891, MAP BOOK 8, PAGE 5, ALAMEDA COUNTY RECORDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERN LINE OF THAT CERTAIN 79.45 ACRE PARCEL OF LAND FIRSTLY DESCRIBED IN DEED FROM JOSEPH S. SOITO, JR., TO RAYMOND BROWN AND JOSEPH A. BROWN, DATED FEBRUARY 14, 1952, RECORDED FEBRUARY 19, 1952, UNDER RECORDERS SERIES NO. AG /139.11, IN BOOK 6650, OF OFFICIAL RECORDS OF ALAMEDA COUNTY, PAGE 515, WITH THE CENTER LINE OF THE REALIGNMENT OF TASSAJARA ROAD, OR COUNTY ROAD NO. 2568, AS SAID ROAD IS DEFINED IN THE DEED BY JOSEPH S. SOITO, JR,, To COUNTY Of ALAMEDA, DATED NOVEMBER 27, 1946, RECORDED DECEMBER 5, 1945, UNDER RECORDERS SERIES NO. TT/10794(1, IN BOOK 5041, OF OFFICIAL RECORDS OF ALAMEDA OOUNTY, PAGE 67; RUNNING THENCE ALONG THE SAID CENTER LINE OF TASSAJARA ROAD, THE TWO FOLLOWING COURSES AND DISTANCES; NORTHEASTERLY AND NORTHERLY ALONG THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 800.00 FEET, FROM A TANGENT WHICH BEARS NORTH 24 DEGREES, 33' 12 ", EAST, 534.82 FEET, AND THENCE NORTH 13 DEGREES 45 WEST, TANGENT TO THE SAID LAST MENTIONED ARC, 292.66 FEET TO THE ACTUAL POINT OF COMMENCEMENT; THENCE CONTINUING ALONG THE SAID CENTER LINE OF TASSAJARA ROAD THE THREE FOLLOWING COURSES AND DISTANCES: NORTHERLY AND NORTHWESTERLY ALONG THE ARC OF A CURVE TO THE LEFT WITH A RADIUS OF 8DO.00 FEET, A TANGENT TO THE SAID LAST MENTIONED COURSE, 363.84 FEET, THENCE NORTH 39 DEGREES, 48' 30 ", WEST, TANGENT TO THE SAID LAST MENTIONED ARC, 637.44 FEET, AND THENCE NORTHWESTERLY AND NORTHERLY ALONG THE ARC OF A CURVE TO THE RIGHT WITH A RADIUS OF $00.00 FEET, TANGENT TO THE SAID LAST MENTIONED COURSE, 630.76 FEET TO THE CENTER LINE OF TASSA14RA ROAD, OR COUNTY ROAD NO. 2568, AS SAID ROAD OUSTED PRIG, TO NOVEMBER 27, 1946; THENCE ALONG THE LAST SAID CENTER LINE THE FOUR FOLLOWING COURSES AND DISTANCES; SOUTH 5 DEGREES 22, WEST 260.81 FEET; THENCE SOUTH 24 DEGREES 42 ", EAST 429.00 FEET; THENCE SOUTH 14 DEGREES 59', EAST 533.44 FEET; AND THENCE SOUTH 7 DEGREES 53 , WEST 452.38 FEET; THENCE NORTH 66 DEGREES 52' 09 "1 EAST 568.93 FEES' TO THE ACTUAL POINT OF COMMENCEMENT. EXCEPTING THEREFROM THE FOLLOWING: A)THAT PORTION THEREOF WHICH LIES WITHIN THE REALIGNMENT OF TASSAJARA ROAD, OR COUNTY ROAD NO. 2658. BALL OF THAT CERTAIN REAL PROPERTY DESCRIBED ON REEL 1318, IMAGE 383, SERIES NO. AW 152055, ALAMEDA COUNTY RECORDS, LYING SOUTHERLY ON THE LINE DESCRIBED AS FOLLOWS: COMMENCING ON THE EASTERLY LINE OF TASSAJARA ROAD AT ALAMEDA COUNTY STATION 129 + 33.50 AS SHOWN ON RECORD OF SURVEY NO. 519 RECORDED NOVEMBER 13, 1974 IN BOOK 9 OF RECORD OF SURVEYS, PAGE 73, ALAMEDA COUNTY RECORDS, RUNNING THENCE SOUTH 76015"00" WEST 66.00 FEET TO THE WESTERLY LINE OF TASSJARA ROAD; THENCE SOUTH 87047'05" WEST 30.34 FEET; THENCE SOUTH 7600810" WEST 168.97 FEET, THENCE SOUTH 77036 45* WEST 285 FEET, MORE Ong LESS, TO THE CENTERLINE OF TASSAJARA ROAD AS SAID ROAD EXISTED PRIOR TO NOVEMBER 27, 1946. PARCEL TWO: A RIGHT OF WAY FOR DRIVEWAY PURPOSES DESCRIBED AS FOLLOWS: COMMENCING ON THE EASTERLY LINE OF TASSAJARA ROAD AT ALAMEDA COUNTY STATION 129 + 33.50 AS SHOWN ON RECORD Of SURVEY NO. 519 RECORDED NOVEMBER 13, 1974 IN BOOK 9 Of RECORD Of SURVEYS, PAGE 73, ALAMEDA COUNTY RECORDS, RUNNING THENCE SOUTH 76015-00- WEST 66.00 FEET TO THE WESTERLY LINE OF TASWARA ROAD; AS SHOWN ON SAID RECORD OF SURVEY, TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 87047'05* WEST 30.34 FEET; THENCE SOUTH 19026*00" EAST 3030.20 FEET TO SAID WESTERLY LINE OF TASSA)ARA ROAD; THENCE ALONG SAID WESTERLY LINE, NORTH 13045-00- WEST 292.66 FEET TO THE TRUE POINT OF BEGINNING. APN: 9864XX)4-W2-01 Exhibit C ROW LAND EXHIBIT TO BE INSERTED Exhibit D CULVERT PROPERTY EXHIBIT TO BE INSERTED Exhibit E PG&E EASEMENT DOft9W=Enn=*(&w.ft13) IMCOMUG REQUMM BY AM FXTM TO- PACMC GA5'AND-ELEC73UC COWtNT LandsoliMOBEW Loan= CAVEImc- Ita—ding F- $ DDCMmntTr=dffT2x$ Mds is a anvevzmm YAwe the ommidetatim and valm is Im Om simOD M&T 11911). Campmad on M Vabw of PnWm Commed, ar Canputed cn Full Vaha Lass Liens &EncmnhmnmR—�m ztTkneafSale Sigmam d daclarart or agar datentminq = LD� 22-02-01-0234 EASENMiT DEED JOSE L. VARGAS and VIOLETA VARGAS,, husband and w&- heremaAff caged Grantor, hereby grants to PACIFIC GAS AND ELECTRIC COMPANY, a Califi=6a corporation, hereinafrer caged Grantee, the right Eam time to time to coustrucL reconstrm:t' mstak:kspect, manstam, replace, remove, and use faciiihas of the ty , pe heiLLma$ specified, together- with a right of way therefor, with= the easement area as herainafier set fords, and also iqms thereto and egress thezefitom a-uei and acrom the Ian& of Gxa=i smote in the City of Dui County of Alameda, State of California, described as follows: (AFN 986-000"02-01) Panel I as descrlwd in the deed.fizm. Axnador Valley Sat-mgs and Loan Association to Jose L. Vargas and Violeta Vargar. husband and wik dated October 1, 1987 and recorded as Official Records Document No. 87-2-74300, in the Office of the Comity Recorder of'Almneda, Coumy. Said facilities and easement area are described as follows: Such medmWng wires, cables, rrossarms, ffiduTes, and appurtaiances, as Grantee deems necessary for the distri%ution of electric energy and commmmication purposes located wthm the parcel of laud described. as &Hovn: A strip of land of the unifbnn width of 20 feet lying configuous to and northerly of the southerly boundary line of said lands and w1ending imm the westerly boundary bE2 of the Comity Read known as Tassajara Read as said road is shown an the map filed for record November 13, 1974, in Book 9 of Record of Survey, at Page 73, in the Office of the County Recorder of Alameda County, westerly 20.00 feet (measured along said southerly boundary Ime' )- (10 sad Electric Compmnyj 34"1 *57 4 Wkwom orb. °Sift pmvWma 1wrcarilub hwm to tha bcnefit ofond bW tht SWUMM #Ad WSW& Ofdw patio hwttou Jose L V*jw r� 4wl) FAD RoVt fit E, Sax. M, & WW'P.. NE »» *"im. ...... .. ca ��,. . . > 1tw(i¥ uWw FWATY OF PWtRT — «Od ho" #ON StW 4tZIAX*4 i ?«<w_4VA owmm z*—: be; misbamy taym Or e s COOOWW, 10 00 YOW Pv4wq,, - = -_ tba x � ram &dAtift w3l be hopedW b d a &AW imdWaa is hRAWNG f.3MMS7 A-trAChTO MR R£fEREg PURPOSES ol Y EASOOEW APW. Of s P 3 �►•�r 66.4k9 m Rig MEMM ( ►�' x 985-WI-001-01 ACR PO 1 i!�` I ,14 NML p W r k a 09> 20 m�'oa1' i. IMP TAG b { UP ON sl 31 i4P �y FO l* LPF, 9Y PLUG, WLY swit UP M V Lip to MAIL IN � � � PER (RI) t 0 ' x N a MEUN L. A � a#. C �py 2012140"1 ACR i�i,� y iit � M mm i t . N33 *lgq42L Eq i9�i1 iili.�V� I�L4� a 0 k t >w .31x1' ?% -6o V = 643" 1 246-2414 Exhibit F CITY PROPERTY PARCEL O': `..31t NO 1 fit. SE17TE14BER 16, 1974 IN PARCEL • iIi€7 BOCK 84, AT PAGE Exhibit G CULVERT EASEMENT EXHIBIT TO BE INSERTED Exhibit H DEVELOPER GRANT DEED RECORDING REQUESTED BY: City of Dublin No fee for recording pursuant to Government Code Section 27383 WHEN RECORDED MAIL TO: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Consideration Less than $100.00 THIS SPACE FOR RECORDER'S USfl ONLY GRANT DEED CULVERT PROPERTY TL PARTNERS II, L.P. APN 986- 0004 - 002 -03 6960 TASSAJARA ROAD, DUBLIN, CALIFORNIA THIS PAGE HERE TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Government Code 27361.6) GRANT DEED FOR A VALUE CONSIDERATION, receipt of which is hereby acknowledged, TL PARTNERS II, L.P., A CALIFORNIA LIMITED PARTNERSHIP (GRANTOR) hereby GRANTS to THE CITY OF DUBLIN, A MUNICIPAL CORPORATION (GRANTEE) All of its right, title, and interest in and to that certain real property (the "Property ") situated in the City of Dublin, County of Alameda, State of California, described as follows: FOR LEGAL PLAT & DESCRIPTION SEE EXHIBIT "A ", ATTACHED HERETO AND MADE A PART HEREOF GRANTOR: TL PARTNERS II, L.P. a California Limited Partnership Title: Date: ACKNOWLEDGEMENT State of California County of On personally appeared before me, (insert name and title of the officer) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument, and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 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O H V V, z O L) N w Q �3 �8 w^ 3� �d Y3'Y44 Y'3g Y YS gisr:S x'a iii' �j tl all Hill 1'� flit pia' i _,� s8 s Y � Y s R U S O LL Z LL �LLU, O �a� O H gillcr O s1, U CL W silo a 99 3 Exhibit J ENCROACHMENT AGREEMENT Recording Requested By: CITY OF DUBLIN When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 AGREEMENT FOR LONG TERM ENCROACHMENT FOR LANDSCAPE FEATURES WITHIN TRACT 8133, TASSAJARA HIGHLANDS THIS AGREEMENT FOR LONG TERM ENCROACHMENT FOR LANDSCAPE FEATURES, STORMWATER DETENTION, STORMWATER OUTFALL AND MITIGATION PLANTINGS ASSOCIATED WITH TRACT 8133 ( "Agreement ") is made between the City of Dublin ( "City ") and TL Partners II, LP, a California limited partnership ("Owner "). 1. Property:. The subject property is a portion of Tract 8133, Tassajara Highlands, as filed in Book of Maps at Pages , in the Official Records of the County of Alameda, State of California. 2. Developer: Owner is the developer of Tract 8133, Tassajara Highlands ( "Project "). 3. Encroachment Features: Owner, as part of the Project, anticipates the construction of (a) Project related landscape features within the City's right of way on Tassajara Road ( "Landscape Features ") and (b) a stormwater detention basin and a stormwater outfall and related mitigation plantings ( "Stormwater Features ") on portions of the Property that will be transferred to the City pursuant to that certain Exchange Agreement dated , 2014, as more particularly described in Exhibit A, attached hereto ( "City Property"). The Landscape Features and the Stormwater Features are referred to collectively herein as the "Encroachment Features ". Construction details for these Encroachment Features are shown on the [insert reference to construction documents for the Encroachment Features], prepared by , with modifications as necessary for City approval. The scope of the improvements covered under the agreement is shown on the attached Exhibit B. 4. Encroachment Permit: Owner shall apply to the City for an encroachment permit for work to be performed pursuant to this Agreement. The City must grant the encroachment permit for all work to install, operate and maintain the Encroachment Features improvements and all the conditions imposed by the City must be consistent with the provisions of this Agreement. If there is a conflict between any provisions of this Agreement and the encroachment permit, the provisions of this Agreement shall prevail over the conditions of the encroachment permit. 5. Ownership: Owner shall own (a) all special Landscape Features, including but not limited to fountains, arches, monuments, etc.; and (b) the stormwater outfall structure, required mitigation plantings and any other landscape features associated with the outfall installation. 6. Operations and Maintenance: Owner shall maintain and repair the Landscape Features at its sole cost and expense and in a safe manner consistent with the approved plans to the reasonable satisfaction of the City. Maintenance of the Landscape Features shall include all frontage and island landscape plantings, irrigation, and sidewalks within the designated areas together with electric power and water costs. Owner shall further maintain and repair the Stormwater Features at its sole cost and expense. Owner will be responsible at its sole cost to replace or repair (a) any Landscape Feature damaged or removed during the construction, maintenance or repair of sewer, water, drainage or utility improvements by the City, Dublin San Ramon Service District or other utility company and (b) any Stormwater Feature damaged or removed during the construction, maintenance or repair of the adjacent culvert facility on the City Property, unless such damage or removal is caused by the negligence, gross negligence or willful misconduct of the City or its agents, contractors or employees. The City will maintain at its sole cost all asphalt concrete pavement, concrete curb and gutter, drainage improvements, traffic signs and striping, and streetlights and any other features in the public right of way. The City shall further maintain at is sole cost the culvert installation and associated landscaping and drainage improvements constructed or to be constructed on the City Property. 7. Removal or Relocation: If future improvements proposed by the City conflict with any of the Encroachment Features, the City may relocate the Encroachment Features at its sole cost, and, with respect to the Stormwater Features, subject to receipt of approval from all applicable state and federal governmental agencies. If any of the Encroachment Features are relocated, the City and Owner will execute a modification to this Agreement to reflect the maintenance and operations at the new location of the Encroachment Features. Provided, however, the City is under no obligation to relocate any of the Encroachment Features. 8. Insurance: Owner shall obtain and maintain in effect a combined single limit policy of liability insurance not less than one million dollars ($1,000,000) covering the Encroachment Features improvements and shall name the City as an additional insured. 9. Indemnification: Owner shall indemnify, defend and hold the City harmless from and against any and all loss, claims, liability damage or expense or cost the City may incur or become liable for or for which a claim is made by a third party, due to or arising out of Owner's construction, maintenance or operation of the Encroachment Features unless caused by the negligence, gross negligence or willful misconduct of the City, its agents, contractors or employees. 10. Permanent: The Encroachment Features and the rights appurtenant thereto as set forth in this Agreement shall exist in perpetuity, and shall be appurtenant to the Property and the City Property, as applicable. 11. Right to Assign: Upon prior written notice to the City, Owner may assign any and all rights, interests and obligations of Owner arising under this Agreement to the Home Owners Association for Tract 8133. Owner may further assign its rights, interests and obligations arising under this Agreement to a successor in interest of Owner with respect to all or a portion of the Project provided Owner obtains prior written approval from the City Manager, which approval shall not be unreasonably withheld, conditioned or delayed. With respect to any assignment requiring the City's Manager's approval, the City Manager shall consider and decide on such assignment within ten (10) days after Owner's notice thereof, provided all necessary documents and other information are provided to the City Manager to enable the City Manager to assess the assignment. 12. Successors and Assigns: Each reference to the "City" in this Agreement shall be deemed to refer to and include the City and all successors and assigns of City. All references to the "Owner" in this Agreement shall be deemed to refer to and include TL Partners II, LP, and all successors and assigns, including but not limited to the Tract 8133 Home Owner's Association. 13. Notices: Any notices, requests, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given on the date of delivery if delivered personally to the party to whom notice is to be given (including messenger or recognized delivery or courier service) or on the second day after mailing, if mailed to the party to whom notice is to be given, by first - class mail, postage prepaid, and properly addressed as follows: City: City of Dublin 100 Civic Plaza Dublin, California 94568 Fax No. (925) 833 -6651 Attn: City Manager Owner: TL Partners II, LP 3500 Douglas Blvd., Suite 270 Roseville, CA 95661 (916) 783 -2300 Attn. James L. Meek 14. Exhibits: All exhibits attached to this Agreement are incorporated herein as though they were set forth in full body of this Agreement. 15. Partial Invalidity. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect and shall in no way be impaired or invalidated, and the parties agree to substitute for the invalid or unenforceable provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid or unenforceable provision. 16. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and cannot be amended or modified except by a written agreement, executed by each of the parties hereto. 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall, for all purposes, be deemed an original and all such counterparts, taken together, shall constitute one and the same instrument. Dated this day of , 2014 CITY: THE CITY OF DUBLIN, a municipal corporation Christopher L. Foss City Manager OWNER: TL PARTNERS II, LP, a California limited partnership By: TL Management, Inc. Its: General Partner By: Name: J. Timothy Lewis Title: President Exhibit K CITY GRANT DEED RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: TL Partners II, L.P. c/o Tim Lewis Communities 3300 Douglas Blvd. Building 400, Suite 450 Roseville, CA 95661 Consideration Less than $100.00 THIS SPACE FOR RECORDF,R'S GRANT DEED CITY OF DUBLIN APN 986- 0004 - 003 -00 TASSAJARA ROAD, DUBLIN, CA ONLY THIS PAGE HERE TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Government Code 27361.6) GRANT DEED FOR A VALUE CONSIDERATION, receipt of which is hereby acknowledged, THE CITY OF DUBLIN, A MUNICIPAL CORPORATION (GRANTOR) hereby GRANTS to TL PARTNERS H, L.P., A CALIFORNIA LIMITED PARTNERSHIP (GRANTEE) All of its right, title, and interest in and to that certain real property (the "Property") situated in the City of Dublin, County of Alameda, State of California, described as follows: FOR LEGAL PLAT & DESCRIPTION SEE EXHIBIT "A ", ATTACHED HERETO AND MADE A PART HEREOF GRANTOR: CITY OF DUBLIN, a Municipal Corporation By: Christopher L. Foss Title: City Manager Date: ACKNOWLEDGEMENT State of California County of M before me, (insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument, and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signatures(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary (Seal) Exhibit L FORM OF CERTIFICATE OF ACCEPTANCE FOR THE CITY PROPERTY CERTIFICATE OF ACCEPTANCE BY THE CITY OF DUBLIN This Certificate of Acceptance by the City of Dublin (hereinafter "Acceptance ") is made by the CITY OF DUBLIN, a municipal corporation (hereinafter "City "). RECITAL On or about , TL Partners II, L.P., a California limited partnership ( "Grantor ") executed the document entitled Grant Deed ( "Grant "), by which the Grantor conveyed an interest in real property to the City. The real property is described more particularly in the Grant, and is generally described as assessor's parcel number 986 - 0004 - 002 -03, 6960 Tassajara Road, Dublin, California ( "Property "). NOW, THEREFORE, PURSUANT TO THE AUTHORITY OF GOVERNMENT CODE SECTION 27281, AND CITY COUNCIL RESOLUTION NO. 24-87 (ADOPTED APRIL 13, 1987), THE CITY HEREBY CERTIFIES: The interest in the Property conveyed by the Grant from Grantor to the City is hereby accepted by the undersigned officer on behalf of the City, and the City hereby consents to recordation thereof by its duly authorized officer. CITY OF DUBLIN By: Christopher L. Foss Title: City Manager Date: Exhibit M PERMITTED EXCEPTIONS EXHIBIT TO BE INSERTED From Un- Appropriated Reserves From Designated Reserves Account CITY OF DUBLIN FISCAL YEAR 2014 -15 BUDGET CHANGE FORM Budget Change Reference #: X Budget Transfer Between Funds Amount Other Account Amount EDTIF -Non -Dept - Contract Services 4301.1901.64001 $140)000 Budget increase is to cover City's costs associated with land exchange agreement with TL Partners II, for property on Tassajara Road ($100,000) and to cover cost of traffic analysis to support a precise plan alignment of Tassajara Road ($40,000). Posted By: CAUsers \agenda \Desktop \4.14 attch 4 4.14 attch 4 As Presented at the City Council Meeting 7/15/2014 Date: