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CITY OF TRACY — OFFSITE IMPROVEMENT AGREEMENT OFF-SITE DETENTION BASIN 3A PUBLIC IMPROVEMENTS Page 2 of 14 F. The Vesting Tentative Subdivision Map Application (TSM21-0001) for Tract 3883 Avenues— Ellis Specific Plan ("Project") was approved on March 29, 2022 by the Tracy City Council (Resolution 2022-035) subject to the specified conditions of approval attached hereto as Exhibit"B" ("Conditions of Approval"), which are incorporated herein by reference. Specifically, Condition of Approval C5.3.a(ii) requires that prior to the issuance of the first building permit for the Project, design and construction of Detention Basin 3A shall be complete. G. Developer has submitted, and the City Engineer has approved, those certain improvement plans and specifications relating to the construction of Detention Basin 3A (collectively, the "Work"). The location and details of the Work are described more fully in the Two (2) sheets of improvement plans entitled "Off-Site Detention Basin 3A Grading and Improvement Plans", prepared by CBG Civil Engineers, San Ramon, CA, and the Six (6) sheets of Landscape Improvement Plans entitled "Ellis Detention Basin 3K prepared by Gates & Associates, Walnut Creek, CA.("Plans and Specifications"). The Plans and Specifications are on file with the City Engineer (G22-0006) and are incorporated herein by reference. H. Developer seeks to proceed with the Work, on the terms and conditions set forth herein. NOW THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1 . Scope of Work; Location. Developer shall perform, or cause to be performed, the Work in the manner and as described in the Plans and Specifications, to the satisfaction of the City Engineer pursuant to this Agreement. The Work shall be performed, and all materials and labor shall be provided, at Developer's sole expense. No material change shall be made to the scope of Work unless authorized in writing by the City Engineer. Developer may submit a written request to the City Engineer for a change in the Work, as required by Tracy Municipal Code Section 12.36.060(f). To the extent applicable, all of the.Work shall be performed by Developer in accordance with the requirements of the State prevailing wage laws. Developer shall perform all Work at the locations and grades shown on the Plans and Specifications. Developer has (a) acquired any necessary easement or right-of-way or (b) entered into a separate Agreement with the City to acquire the necessary easement or right-of-way at Developer's expense. 2. Credits and Reimbursement. Project Developer shall be eligible for fee credits and reimbursement, based on the City's Storm Drain Master Plan and applicable provisions of Title 13 of the Tracy Municipal Code as follows: