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HomeMy WebLinkAboutDublin Crossing LLC Development Agreement Amend #3 t+OF 4( RECORDING REQUESTED BY: �� 9 b 2017138465 06/26/2017 11:57 AM OFFICIAL RECORDS OF ALAMEDA COUNTY STEVE MANNING CITY OF DUBLIN `�(IfOPHT RECORDING FEE: 0.00 When Recorded Mail To: 19 PGS City Clerk II City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 Space above this line for Recorder's use AMENDMENT NO. 3 TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND DUBLIN CROSSING, LLC RELATING TO THE DUBLIN CROSSING PROJECT THIS AMENDMENT NO. 3 TO DEVELOPMENT AGREEMENT ("Amendment") is made and entered in the City of Dublin on this L6*day of 2017, by and between the City of Dublin, a Municipal Corporation (he' re'after "City"), DUBLIN CROSSING, LLC, a Delaware limited liability company (hereafter "Developer"), pursuant to the authority of §§ 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. City and Developer are from time-to-time individually referred to in this Amendment as a "Party" and are collectively referred to as "Parties". RECITALS 1. California Government Code §§ 65864 et seq. and Chapter 8.56 of the Dublin Municipal Code (hereafter "Development Agreement Statutes") authorize the City to enter into an agreement for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property. 2. Pursuant to that authority, City and Developer's predecessor in interest entered into that certain "Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC," dated November 19, 2013 and recorded in the Official Records of Alameda County ("Official Records") on June 4, 2014 as document number 2014134795 (the "Original Agreement"). Subsequently, the parties to the Original Agreement entered into that certain "Amendment No. 1 to Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC Relating to the Dublin Crossing Project," dated June 16, 2015 and recorded in the Official Records on July 22, 2015 as document number 2015202606 (the "First Amendment") and the Parties entered into that certain "Amendment No. 2 to Development Agreement Between the City of Dublin and Dublin Crossing LLC Relating to the Dublin Crossing Project," Dated February 14, 2016 and recorded in the Official Records on March 8, 2016 as document number 2016056821 (the "Second Amendment"). The Original Agreement, as amended by the First Amendment and the Second Amendment, is referred to as the "Agreement." Amendments to the Agreement are permitted by the mutual consent of the Parties in accordance with Article 13.2 of the Agreement and by the Development Agreement Statutes. 3. The Agreement provides (a) that Developer will dedicate, in three separate phases, certain lands for a community park and make specified cash contributions in conjunction with those dedication for the improvement of the park and (b) that City will complete the park improvements within a specified period of time from receiving the dedication and contributions. The parties now desire to amend the agreement to make Developer responsible for designing and improving the community park. Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 4. Section 13.3 of the Agreement provides that insubstantial amendments to the Agreement may be executed by the parties to the Agreement and shall not require notice or public hearing before either the Planning Commission or the City Council. 5. Section 13.3 of the Agreement provides that an insubstantial amendment is any amendment to the Agreement that does not relate to the following (which are hereafter referred to as "Substantial Changes"): 1) the term of the Agreement as provided in Section 4.2; 2) the permitted uses of the Property as provided in Section 5.1; 3) provisions for "significant" reservation or dedication of land as provided by the Agreement; 4) conditions, terms, restrictions or requirements for subsequent discretionary actions; 5) the density or intensity of use of the Project; 6) the maximum height or size of proposed buildings; and 6) monetary contributions by Developer as provided in the Agreement. 6. This Amendment does not relate to any Substantial Changes as described in Recital 5 above and therefore constitutes an insubstantial amendment that may be executed without notice or public hearing before either the Planning Commission or the City Council. 7. Pursuant to the California Environmental Quality Act (Public Resources Code Section 21000 et seq., hereinafter "CEQA"), City undertook the required analysis of the environmental effects that would be caused by the Existing Project Approvals and determined those feasible mitigation measures which will eliminate, or reduce to an acceptable level, the adverse environmental impacts of the Existing Project Approvals. The environmental effects of the proposed development of the Property were analyzed by the Final Environmental Impact Report (the "FEIR") certified by City on November 5, 2013. In conjunction therewith, City also adopted a mitigation monitoring and reporting program (the "MMRP") to ensure that those mitigation measures incorporated as part of, or imposed on, the Project are enforced and completed. Those mitigation measures for which Developer is responsible are incorporated into, and required by, the Project Approvals. 8. In conjunction with its review of the Subsequent Project Approvals, the City prepared an addendum to the FEIR that concluded that none of the conditions described in CEQA Guidelines section 15162 calling for the preparation of a subsequent EIR have occurred. 9. The changes reflected in this Amendment will not alter the physical improvements and merely relate to the responsibility for completing them and therefore this Amendment is within the scope of the environmental review previously performed for the Existing Project Approvals and Subsequent Project Approvals, as those terms are defined in the Agreement. Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 2 10. On m4 201 7 the City Council of the City of Dublin adopted Ordinance No. 5-0 approving this Amendment No. 3 to the Development Agreement ("DA Amendment Approving Ordinance"). The ordinance took effect on J✓ne r!) , 2011 (the "Amendment Approval Date"). 7 NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: AGREEMENT Section 1. Section 6.1 of the Agreement is amended to read in its entirety as follows: "6.1 Development Agreement Fee; Due On a Per-Unit Basis at Final Map. Prior to the City's approval of each final map creating individual lots for residential units, Developer shall pay the City a development agreement fee (the "Development Agreement Fee") calculated as follows: the number of residential lots (or condominium parcels) that would be created by the specific final map subject to approval multiplied by $18,656.25. For maps that create condominiums, the tentative and final map shall indicate the maximum number of units permitted by the final map, and the Development Agreement Fee paid shall be based on the maximum number of units permitted by the final map. For maps creating fewer than 40 lots or condominium units, the Development Agreement Fee shall be based on 40 lots or condominium units. In the event that Developer seeks a site development review ("SDR") approval for residential units for which the per unit fee has not been paid (e.g. apartment projects), Developer shall pay the per-unit fee amount at the time of SDR approval. The per-unit fee amount ($18,656.25 per residential unit) shall not be adjusted for inflation. At such point as Developer has paid Development Agreement Fees or advances equal to $29,850,000 in the aggregate, Developer shall no longer be obligated to pay the Development Agreement Fee required by this subsection. As detailed in Exhibit E, the $18,656.25 per residential unit fee generates $29,850,000 at the point when 1,600 units are mapped in the Project. The Development Agreement Fee was determined based on five separate components described in this Agreement: (a) Community Benefit, § 7; (b) Iron Horse Bridge Design, § 10.3.1; (c) Iron Horse Bridge Construction; § 10.3.2; (d) ACSPA Property Acquisition Contribution, § 9.8; and (e) Park Maintenance Endowment, § 9.7. The City is requiring the payment of the Development Agreement Fee as a condition to development of the Property. The Parties agree that the City shall be deemed for all purposes to be requiring the payment of the Development Agreement Fee as a condition to development of the Property and that the Development Agreement Fee should be considered a supplemental fee and, in all aspects of Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 3 its application and implementation, should not be deemed a waiver or fee reduction of any kind. If at any point the City Council determines that at full buildout, development on the Property will not or is unlikely to produce 1,600 units, the City may withhold further approvals, including final maps, until such time as Developer provides adequate assurances that the City will receive the entire $29,850,000 in Development Fee revenue." Section 2. Section 6.2 is amended to read in its entirety as follows: "6.2 Revised Fee if City Elects Not to Form Developer-Proposed Community Facilities District. In the event that the City Council elects not to form a community facilities district ("CFD") proposed by Developer that meets the requirements of Section 8 and applicable law, Section 6.1 shall not apply and Developer shall pay a revised development agreement fee (the "Revised Development Agreement Fee") in the amount of $2,406.25 per unit that would be created by the specific final map prior to the City's approval of such final map and shall be relieved from any further obligations under Section 9.5 with respect to the design, construction or funding for the Community Park, The Revised Development Agreement Fee reflects the termination and retention of the following components of the Development Agreement Fee: Terminated Retained Community Benefit, § 7 Iron Horse Bridge Design, § 10.3.1 Park Maintenance Endowment, § 9.7 Fair share of Iron Horse Bridge Construction, § 10.3.2 ACSPA Property Acquisition Contribution, § 9.8 At such point as Developer has paid the Revised Development Agreement Fee in sufficient amounts for the City to apply $50,000 toward the Iron Horse Trail Grade Separated Crossing Design, $1,000,000 toward Iron Horse Trail Grade Separated Crossing Construction, and $2,800,000 toward ACSPA Property Acquisition Contribution, Developer shall be deemed to have fully satisfied its obligation to pay the Revised Development Agreement Fee required by this subsection. The fee amount ($2,406.25 per residential unit) shall not be adjusted for inflation. Developer shall not be entitled to obtain a refund for Development Agreement Fee or advances paid prior to the City Council election not to form a CFD, but Developer shall be entitled to apply any such payment against future Revised Development Agreement Fee. The Parties agree that, in the event this section becomes applicable, the City shall be deemed for all purposes to be requiring the payment of the Revised Development Agreement Fee as a condition to obtaining final maps for individual lots to be developed on the Property and that the Revised Development Agreement Fee shall be considered a supplemental fee and, in all aspects of its application and implementation, should not be deemed a waiver or fee reduction of any kind." Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 4 Section 3. Section 9.4 is amended to read in its entirety as follows: "9.4 Acceptance of Parkland. City will accept dedicated parkland, subject to improvement guaranteed by an improvement agreement required by Section 9.5.5, or will accept dedicated parkland upon completion of the improvements required by Section 9.5, and completion of the street frontage improvements as specified in the approved tentative map associated with the dedication and upon receiving evidence, acceptable to the City Engineer, demonstrating that the land to be conveyed (including any imported fill) meets California Department of Toxic Substances Control standards applicable to residential development or such lesser standard acceptable to the City." Section 4. Section 9.5 is amended to read in its entirety as follows: "9.5 Improvement of Community Park. Notwithstanding anything to the contrary in the conditions of approval for the Project, Developer shall, as specified in this section 9.5, improve the three phases of the Community Park in accordance with City requirements, consistent with the Dublin Crossing Community Park Master Plan adopted by the City Council on November 15, 2016 (the "Dublin Crossing Park Master Plan"). Minor deviations between the Dublin Crossing Park Master Plan and the Construction Documents, as specified in section 9.5.1, may be approved by the City Engineer. 9.5.1. Construction Documents. Developer shall cause the preparation of construction plans, specifications, and construction cost estimates ("Construction Documents") for the park improvements that are described in the Dublin Crossing Park Master Plan (the "Park Improvements"). The City shall have a right to approve a list of a minimum of two professional designers that Developer will have the right to retain to prepare the Construction Documents. In addition, the Developer shall provide the City with an opportunity to comment on and shall incorporate the City's comments into the following: (a) Final Conceptual Plan. (b) 50% construction documents for each phase, if construction is completed in multiple phases. If so directed by the City, Developer shall incorporate a site for other uses (such as Valley Children's Museum) into the Conceptual Design. The City also reserves the right to direct that certain portions of the site be excluded from the Conceptual Design. The City will provide such direction no later than August 2, 2017. The quality level of the park design shall reflect the quality of the City's existing community parks. The Final Conceptual Plan(s) shall be subject to Parks and Community Service Commission review and City Council approval. In conjunction with the submittal of the Final Conceptual Plan for review and approval, Developer shall provide construction cost estimate and overall project budget in a form acceptable to the City Engineer. The final Construction Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 5 Documents for each park phase shall be subject to the City of Dublin standard procedure for subdivision improvement plan review and shall be subject to approval by the City Engineer. 9.5.2 Proiect Costs. The parties currently estimate that the total project costs (including hard and soft costs) for the improvements to the 30- net-acre Community Park (with the level of improvements described above) to be approximately $21,600,000 (approximately $17,100,000 for construction). The project costs do not and shall not include any costs associated with the Chabot Creek improvements and the Stormwater Improvements identified in Section 9.3, which costs are the Developer's sole responsibility. Previously, Developer was obligated to contribute $12,857,142 in cash toward park improvements, and the City was obligated to fund all additional costs and improve the park phases within a specified period of time following each phase's dedication and contribution. The parties now agree that the City shall reimburse Developer for that portion of the total costs of the park improvements (including hard costs and soft costs, including but not limited to architects, engineers, superintendents, utility costs, temporary facilities, that exceed $12,857,142). The City desires to have a measure of control over the amount it is required to reimburse the Developer. In furtherance of this desire, the Developer shall: maintain evidence satisfactory to the City Engineer of the costs it incurs in each phase; provide reasonable estimates of probable cost at each stage in the City's review of the documents (including line item budgets); and cooperate with the City to modify the improvements in a manner that will reduce the estimates of probable costs if they exceed the City's expectations of total project costs. Individual line item budget increases shall require City approval unless the individual line item increase is less than 10%. In addition, each improvement agreement shall include a requirement that Developer enter into a fixed price construction contract with the contractor(s) performing such improvements and soft cost allocation that will be used to determine the amount the City will reimburse Developer, and costs incurred by Developer in excess of the agreed-upon fixed price will be the sole responsibility of the Developer, except to the extent that the City subsequently requests that the improvements be modified in a manner that involves change orders approved by the City. City shall review and approve any commercially reasonable change orders submitted by the Developer within 10 business days of receipt. Lack of response within 10 days will be assumed consent to change order and budget adjustment. In the event that unforeseen site conditions impose additional costs on the project, Developer agrees to take commercially reasonable steps to obtain remediation from the United States Army for such costs and contribute any such reimbursements to the City. 9.5.3 Project Management and Implementation. The City Engineer or designee shall: Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 6 • Attend quarterly budget review meetings • Attend weekly or biweekly progress meetings • Have no authority over Developer's contractors or subcontractors and their staff other than regular City regulatory and inspection authority. • Respond to Developer Requests for Information within 10 days. • Review and approve or request modifications to change orders. • Complete other tasks indentified by the City, and agreed to by the Developer, during review of the Final Conceptual Plan and 50% construction documents. 9.5.4. Public Art. The City intends to place public art in the park at its own expense. Developer agrees to cooperate with the City on the City's inclusion of public art into the park design during the preparation of the construction documents and on the City's installation of public art within the park, if such installation occurs concurrently with the construction of the Park Improvements. 9.5.5. Improvement Agreement. Developer shall, prior to City approval of the final map for each phase in which Parkland Dedication is dedicated pursuant to Section 9.1, enter into an otherwise standard park improvement agreement that includes the following terms: (a) Developer will provide security acceptable to the City that secures payment of Developer's contribution to the applicable phase or phases ($4,185,714 in Phase 1 and $4,285,714 in Phases 2 and 3) and will complete the Construction Documents, in accordance with Section 9.5.1, for the applicable phase or phases within 9 months. Upon completion of the Construction Documents, Developer shall provide substitute security consistent with that required by the City's standard improvement agreement, at which point the City shall release the previously provided security for the applicable phase or phases. (b) Developer will commence construction within 90 days of completion of the Construction Documents, in accordance with Section 9.5.1, complete the improvements within 13 months of commencement of construction unless the Completion Date is extended by force majeure events, including weather delays as allowed for in the City's standard specifications. The City Manager can authorize an extension of up to three months. Developer shall maintain the improvements for three months following completion. Developer shall provide a one-year warranty for all improvements. The warranty shall be consistent with the City standard subdivision warranty. Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 7 (c) Upon posting security for the completion of the improvements specified in each park phase under the terms of the improvement agreement, Developer shall be deemed to have satisfied its obligations to contribute to Community and Neighborhood Park Improvements under the Public Facilities Fee for 665 residential units or the number of units equivalent to the portion of the 30 acres covered by the security. (d) Upon delivery of a notice of completion of all the Park Improvements and delivery of a set of final as-built plans and copies of Construction Documents to City by Developer for a phase of the Community Park, the City shall examine the Park Improvements without delay. If the Park Improvements for that phase are found to be in accordance with said plans and specifications and this Agreement, the City Engineer shall accept the Park Improvements, and, upon such acceptance, shall notify Developer or its designated agents of such acceptance. The City Engineer shall only accept the improvements at 100% completion. Developer will cooperate in the City's efforts to schedule a "ribbon cutting" event prior to the formal opening of each phase of the Park. (e) The City, within 30 days of receipt of invoice, shall reimburse the Developer for that portion of the project cost, using the hard and soft costs identified as fixed prices in the improvement agreement for that phase, •that exceed Developer's contributions as identified in the Development Agreement. The Developer shall retain and provide to the City upon request the invoices and other documentation that evidences the costs it has incurred on the project. 9.5.6. Public Facilities Fee Payment Security. Developer's obligation to improve the Community Park as specified above shall be deemed to satisfy its obligation to contribute to Community and Neighborhood Park Improvements under the Public Facilities Fee Program. If, however, at the time Developer seeks to file a final map Developer has not entered into an improvement agreement(s) that creates sufficient credits to satisfy the final map's Park Construction obligation, Developer shall provide security acceptable to the City that ensures payment of the community park improvements component of Public Facilities Fee for the units and the neighborhood park improvement component of the Public Facilities Fee applicable in Eastern Dublin. For the purposes of this paragraph, Developer shall upon posting security under each improvement agreement for one of the three phases be deemed to have satisfied its obligations for 665 residential units. The credits pursuant to the improvement agreement may be used to reduce previously posted security under this paragraph and to avoid the requirement to post security under this paragraph." Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 8 9.5.7. Right to Accelerate. Notwithstanding anything to the contrary in the foregoing, Developer shall have the right to accelerate the design and construction of the park in a manner that results in fewer than three phases of park design and construction." Section 5. Section 9.6 is amended to read in its entirety as follows: The Park Improvements, including Developer's hard and soft costs, are eligible for reimbursement through the CFD, subject to the requirements of Exhibit G. Section 6. Section 9.7 is amended to read in its entirety as follows: 9.7 Developer's Obligation to Provide Maintenace Endowment for Each Community Park Phase. At or prior to the City's acceptance of the Park Improvements on each phase of community park construction, pursuant to Subsection 9.5.5(d) above, Developer shall make a contribution to fund the maintenance costs of the community park. The contribution shall be $840,000 for each of the first two phases and $820,000 for the last phase. Upon request of Developer, the City shall apply previously collected Development Agreement Fees revenues, exclusive of Development Agreement Fee component payments previously applied, toward the required contributions. If such application of Development Agreement Fees is insufficient to satisfy the required contribution, Developer may advance the necessary funds under Subsection 6.3. The Developer shall not be required to make the contributions required by this paragraph to the extent that they are due after the contingent event described in 6.2 above occurs. Section 7. Exhibits E and F to the Agreement are replaced in their entirety by revised Exhibits E and F attached hereto and incorporated by this reference. Section 8. Full Force and Effect. Except as specifically clarified, confirmed or modified herein, the Agreement shall continue in full force and effect according to its terms. Section 9. Defined Terms. Defined terms have the same meaning in this Amendment as in the Agreement unless otherwise specified. Section 10. Effective Date. This Amendment shall become effective upon the date the ordinance approving this Agreement becomes effective (the "Effective Date"). Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 9 Section 11 Recordation. City shall record a copy of this Amendment within ten (10) days following execution by all parties. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date and year first above written. CITY: CITY OF DUBLIN BY,' 4--/st ophph C er L. Foss, City Manager Attest: /," i�c It r� Caroline Soto, City Clerk Approved as to form n akker, City Attorney DEVELOPER: DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 10 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Alameda On May 18, 2017 before me, Taryn Gavagan Bozzo, a Notary Public, personally appeared Christopher L. Foss who proved to me on the basis of satisfactory evidence to be the persons} whose name{} is/tee subscribed to the within instrument and acknowledged to me that he/rhey executed the same in his/4e44�elF authorized capacity4e-s4, and that by his/4e4t4e# signature¢64 on the instrument the person{}, or the entity upon behalf of which the person{5} 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. TARYN GAVAGAN BOZZO Notary Public•California i • Alameda County Z Commission#2170803 Signature 6kAlu., My Comm.Ex Tres Dec 3, 2020 By: Name: JF1 IWO. Its: By: Name: Its: By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation Its: Member By: L Name: MC�NV)I M CA J Its.. A UTNt';IrLItEh i2F Dy-FS U4i AFIVE Amendment No. 3 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 11 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. STATE OF CALIFORNIA COUNTY OF Alameda On May 15, 2017 , before me, Elizabeth Neal,Notary Public (here insert name and title of the officer) personally appeared Mandi Misasi , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/;tee subscribed to the within instrument and acknowledged to me that he/she/tie} executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ELIZABETH NEAL Notary Public-California z Alameda County Commission#2187347 Signature My Comm.Expires Mar 20.2021 (SEAL) 2294-00169\FORM\1227861.1 10/29/14 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness,accuracy, or validity of that document. State of California County of Contra Costa Ong/40,0 0, c�0 1-7 before me, Yvonne M. Craves, Notary Public, Date Here Insert Name and Title of the Officer personally appeared John Ryan and Gregory Glenn Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity,and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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. YVONNE M.CRAVES WITNESS my hand and official seal. Notary Public-California Contra Costa County > `� ako_t�Commission#2184834 / My Comm.Expires Mar 26,2021 Signature Signature of Notary Public Place Notary Seal Above OPTIONAL 117ough this section is optional, comp e ing this information can deter alteration o e document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s): ❑❑Partner— El Lin fed El General ❑❑Partner— El Limed El General Individual Attorney in Fact Individual Attorney in Fact ❑Trustee O Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2015 National Notary Association•www.NationalNotary.org• 1-800-US NOTARY(1-800-876-6827) Item#5907 Exhibit E Components of Development Agreement Fee Lots Aggregate Per Lot CFD Eligible CFD Ineligible Totals 1600 $29,850,000 $18,656.25 $3,850,000 $26,000,000 Components Section Community Benefit amended 7.1 $23,500,000 $14,687.50 $0 $23,500,000 Iron Horse Trail Grade Separated 10.3.1 $50,000 $31 .25 $50,000 $0 Crossing Design Iron Horse Trail Grade Separated 10.3.2 $1,000,000 $625.00 $1,000,000 $0 Crossing Construction ACSPA Contribution 9.8 $2,800,000 $1 ,750.00 $2,800,000 $0 Park Maintenance Endowment 9.7 $2,500,000 $1,562.50 $0 $2,500,000 Exhibit F Examples of Operation of Development Agreement Fee Advances and Applications Table 1 Contributions by Phase and Time CFD Eligible Not CFD Eli ible Iron Horse Subtotal, Park Community Subtotal,Not Units ACSPA Parcel Bride CFD Eligible Endowmene Benefit CFD Eligible Total Contributions Required in Phases Phase 1 430 $50,000 $50,000 $0 $50,000 Phase 2 322 $2,800,000 $2,800,000 $840,000 $840,000 $3,640,000 Phase 3 360 $0 $840,000 $840,000 $840,000 Phase 4 150 $0 $2,500,000 $2,500,000 $2,500,000 Phase 5 338 $0 $820,000 $820,000 $820,000 Project End' - $1,000,000 $1,000,000 $0 $1,000,000 Subtotal 1600 $2,800,000 $1,050,000 $3,850,000 $2,500,000 $2,500,000 $5,000,000 $8,850,000 Contributions Required at Specific Times 6/30/2016 $15,000,000 $15,000,000 $15,000,000 6/30/2018 $3,000,000 $3,000,000 $3,000,000 6/30/2019 $1,000,000 $1,000,0001 $1,000,000 6/30/2020 $1,000,000 $1,000,000 $1,000,000 6/30/2021 $1,000,000 $1,000,000 $1,000,000 Subtotal $21,000,000 $21,000,000 $21,000,000 TOTAL $2,800,000 $1,050,000 $3,850,000 $2,500,000 $23,500,000 $26,000,000 $29,850,000 Total Contributions Required: $29,850,000 Contributions Per Unit: $18,656.251 1)The$1 million contribution to the construction of the Iron Horse Bridge will have been collected in full upon completion of 1600 units. 2) Endowment is payable with acceptance of each park phase. As developer may accelerate completion of the park, the endowment may be due earlier than the phases shown below. Example Scenario: Phase 1 starts immediately. Each phase is completed in 24 months. a b c d e f Total Cumulative Balance Per Lot Fees by Contributions Time Frame Contributions at End of Phase Phase Required in Phase Contributions in Phase (e-b + prior Phase Complete Units (c x$26,691.96) (See Table 1) (See Table 1) (c +d) balance) 1 6/30/2016 430 $8,022,187.50 $50,000 $15,000,000 $15,050,000 $7,027,813 2 6/30/2018 322 $6,007,312.50 $3,640,000 $3,000,000 $6,640,000 $7,660,500 3 6/30/2020 360 $6,716,250.00 $840,000 $2,000,000 $2,840,000 $3,784,250 4 6/30/2022 150 $2,798,437.50 $2,500,000 $1,000,000 $3,500,000 $4,485,813 5 6/30/2024 338 $6,305,812.50 $820,000 $820,000 -$1,000,000 Project End $1,000,000 $1,000,000 $0 Totals 1600 $29,850,000.00 $8,850,000 $21,000,000 $29,850,000 $0