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HomeMy WebLinkAboutItem 4.2 EastDub MitAgmt DUSD&PaoLin . . . . CITY CLffiK File # n~. [Q] AGENDA STATEMENT CITY COUNCIL MEETING DATE: January 6, 1998 SUBJECT Eastern Dubhn School Mitigation Agreement between the Dublin Unified School Dlstrict and Pao Lin Cl<0 (Report Prepared by: Carol R. Circlli, Senior Planner) EXHIBITS ATTACHED. 1 School Mitigation Agreement RECOMMENDATION: ~APprove the Dublin Umfied School District and Pao Lin School Mitigation Agreement; or give Staff direction and continue the matter. FINANCIAL STATEMENT: None DESCRIPTION In October of 1994, the City Council approved a Planned Development (PD) Prezone (PA 94-030) for the 1,538 acre Eastern Dublin annexation area (City Council Reso. No. 104-94). A condition of the PD Prezone resolution requires the mitigation of school facilities within the Eastern Duhlin Specific Plan area. The condition complies with Action Program 6B of the Eastern Dublin Speclfic Plan, which requires the City to work witb appropriate school district(s) to ensure that the developmcnt of new facilities is provided for through the dedicatIOn 0 f school sites and/or the payment of development fees. The school facilities mitigation condition states that prior to approval of a Land Use and Development Plan and PD Rezone for any land within the 1,538 acre area, all developers of pro pert) subject to the Land Use and Development Plan shall enter into a written mitigahon agrecmcnt with the affected school district and the City This agreement will establish the method and manner of financing and/or constructing school facilities necessary to service the student population generated by Eastern Dublin development. The agreement will address the level of mitigation necessary, the amount of any school impact fees and the time of payment of any such fees, and similar matters. The conditIOn also states that the City shall be a party to any such agreement onlyl(lr purposes \,f assuring uniformity among the different property owners and appropriate land use planning, and that the agreement is not effective until approved by the City In order to satisfy the requirements of the school nuhgation condition, attached for your review and consideration is the school mitigation agreement between the Dublin Unified School Distnct (School ~ - - ~ - - - ~ ~ - - - - -- -~ - - ~- - - - - - ~ -- COPIES TO: In-House Distribution 44J- o ITEM NO. g:\castdub!\schoOIS\ j-98ccsr -' District) and Eastern Dublin property owner, Pao Lin (see agreement, Exhibit I). This agreement complies with the school mitigation zomng conditions eXplained above. The Pao Lin property is within the Eastern Duhlm annexation and prezone area and the affected school district for the property is the Duhlin Unified School District. About one year ago, property owners . within the Eastern Dublin annexation area, meluding Pao Lin, petitioned for a school territory transfer from the Livermore Valley Joint Unified School Dlstnct to the Dublin Unified School District. The Cit) supportcd this petition and the Alameda County and State Boards of Education approved the petition last Spring. Thc attached agreement ineludes a mitigation fee schedule (exhibit b), school site dedication provisions, and a land use map (exhibit c) that depicts the locations of the proposed school sites on the Pao Lin property This sIte plan may be modified as more refined land use studies arc conducted for the property. Any school location modifications shall be mutually agreed upon by the School District, Pao Lin and the City The Specific Plan contemplates future changes in school site locations as long as development plans reserve school sites to accommodate future Eastern Dublin school development. In compliance with the P A 94-030 PD prezone condition, property owner Pao Lin, the School District and the City arc cntering into this written mitigation agreement prior to approval of a Land Use and Development Plan and PD Rezone. A Land Use and Development Plan and PD Rczone has not yet bcen approvcd for the Pao Lin property A PD Rezone application was submitted about one year ago but the application was withdrawn. The School Dlstrict and Pao Lin havc signcd the attachcd agreement. City staff (Planning Dcpartment and City Attorney) reviewed the agrecmcnt and dctermined that it lS adequate for thc Mayor's signature. The School District and Pao Lin school mitigation agrcement is substaohally similar to the previous . school mitigation agreement approved for the Jcnnifcr Lin properties (Dublin Ranch). The school mitigation fees for both the Pao Lin and Jennifer Lin properties are the same. The Pao Lin property may be sold some timc in thc future. Since the school mitigation agrccmcnt nlns with the land, any future land owner will be subjcct to thc same aj,'TeemenL Tn other words, thc school mitigation aj,'Tecment will still be valid with a differcnt property owner. Staffrecon1lllends City Council approval ofthe school mitigation agrecment between the Duhlm Unificd School District and Eastcrn Dublin property owner, Pao Lm. . 2 e . . AGREEMENT FOR THE MITIGATION OF DEVELOPMENT IMPACTS UPON THE SCHOOL FACILITIES OF DUBLIN UNIFIED SCHOOL DISTRICT TIllS AGREEMENT FOR THE MITIGATION OF DEVELOPMENT IMPACTS UPON SCHOOL FACILITIES (hereinafter "Agreement"), is entered into by and between Pao Yeh Un, Bih Yu Lin (hereinafter collectively "Owner") and the Dublin Unified School District (hereinafter "District") RECITALS WHEREAS, on October 1, 1995, territory in Eastern Dublin was annexed to the City of Dublin (hereinafter "Dublin"); WHEREAS, Owner is the record owner of an uninhabited portion (hereinafter "Subject Property") of this recently annexed territory The Subject Property is more thoroughly described in the boundary map attached hereto as Exhibit "A" and incorporated by reference, WHEREAS, the Subject Property is currently in the Livermore Valley Joint Unified School District (hereinafter "Livermore"); WHEREAS, Owner desircs, and has petitioned for, the transfer of the Subject Property from Livermore to the District (hereinafter "Land Transfer"); WHEREAS, Owner has agreed to enter into this Agreement in exchange for the District's support for thc petition to effect the Land Transfer; WHEREAS, school facilities are a part of the iofrastructure neccssary to serve future residents of the Subject Property, WHEREAS, both new residential and commercial/industrial development (collectively "New Development") in the Subject Property will have a direct impact on existing and future school facilities within District boundaries. These impacts will require the construction of new facilities to house the additional student population generated by the New Development; WHEREAS, Owner and District (collectively referred to as "Parties") agree that state funding for school construction is extremely limited and not likely to provide adequate monies for the construction of new school facilities; WHEREAS, the General Plan of the City of Dublin (hereinafter "City") and the prezoning and zoning conditions of approval for the Subject Property, require Owner to fully mitigate the impact on school fadlities caused by New Development in the Subject Property; Fil~: RC/D\lblin.OOS OSIZY7 Pao-l.in4.Cln Pagc 1 - WHEREAS, the City's General Plan and the prezoning and zoning conditions of approval for the Subject Property require the City's participation in this Agreement for the . limited purpose of ensuring adequate and uniform school mitigation in Eastern Dublin; WHEREAS, this Agreement shall not be effective until approved by City, and such approval shall be evidenced on page 18 of this Agreement; WHEREAS, in November 1996, the District prepared a study entitled "1996 Facilities Master Plan Addendum" (hereinafter "Nexus"). The purpose of the Nexus was to establish a mitigation amount which, if paid by a developer, would constitute full mitigation of the impacts of development on schools. The full mitigation amounts justified by the Nexus are set forth in Exhibit "B" which is attached hereto and incorporated by reference. WHEREAS, Owner, in order to procced with planned development, may be required to ohtain approval of maps, permits, annexations, rezoning application from a local government agency, and other approvals or actions which may be subject to opposition from the District; WHEREAS, Owner desires that development move forward without opposition from District, and District desires to secure a binding and enforceable Agreement from Owner which provides sufficient funding for school facilities nccessary to serve the residents of the development; WHEREAS, Owner desires to both fully mitigate the anticipated impacts caused by e the New Development on school facilities and assure the existence of adequatc school facilities for the student population generated by this development of the Subject Property by entering into tllis Agreement with District, WHEREAS, Owner has the resources to assist in securing State and other funds and agree to use their best efforts to obtain the cooperation and coordinate the efforts of other owners in offering their resources and expertise; and WHEREAS, City, District and Owner desire that school facilities be timely funded and developed to provide adequate facilities for K -12 students expected to be generated by the planned development consistent with thc Nexus. NOW, THEREFORE, in consideration of the foregoing recitals, and the mutual promises and covenants of the Parties contained in this Agreement, and in exchange for good aIid valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto agree as follows: l'il~: RClDublin.OOS 081297 Pao.Lin4.Cln Page 2 e . . . AGREEMENT 1. Recitals The preceding recitals are incorporated herein as though fully set forth. 2. School Mitigation By executing this Agreement, Owner agrees to fully mitigate the school impacts created by New Development in the Subject Property Accordingly, Owner shall pay the District the mitigation amounts (hcreinafter "School Mitigation Amount") as set forth in Exhibit B a. Residential Development The School Mitigation Amounts for residential development in the Subject Property shall be increased annually, beginning January, 1998 This increase shall be determined according to the adjustment for inflation set forth in the statewide cost index for class B construction (hereinafter "Index"), as determined by the Office of Public School Construction at its January meeting If the Index discontinues publication, the index used by the Office of Public School Construction shall be applied. For the purposes of computing inflationary increases for residential development, Baseline is 1987 = 1 00 The Indcx for January, 1997 is 1.24. The inflationary adjustment shall be computed with reference to the Baseline. Accordingly, incrcases shall equal the Index's annual difference. For example, if the Index is 1.30 in January 1998, the inflationary Index would equal 4.8% (1.30-1.24 = .06, 06/1.24 = 048; .048xl00% = 4 8%) b Commercial Industrial Development The School Mitigation Amount for new commercial/industrial development shall be the maximum statutory school impact fees set forth in Government Code sections 53080 and 65995 This amount shall be adjustcd for inflation as set forth in Government Code section 65995 c. Senior Citizen Housing Development The School Mitigation Amount for senior citizen housing shall be the maximum statutory school impact fees for new commereiallindustrial development as set forth in Government Code sections 53080 and 65995 Senior citizen housing shall be defined as residential development that is consistent with Civil Code sections 51. 3 and 51 4 File: RCIVllblin.OO5 081297 Pan-Lin4.CIlI Page 3 Prior to constructing senior citizen housing, Owner expressly agrees to execute . a senior citizen housing mitigation agreement with the District. An agreement executed pursuant to this Section shall ensure minimal school impacts. Any such agreement shall, at a minimum, include the following criteria. 1. The Covenants, Conditions and Restrictions (hereinaftcr "CC&Rs") shall require that at least one resident is 55 years of age or older; II. The CC&Rs shall limit temporary residency to not more than 60 days per year by persons under 30 years of age who have a right to public education grades K-12. Ill. The CC&Rs shall require the District's approval before they may be amended to allow occupancy by persons which have a legal entitlement to attend public schools grades K-12. IV The Authority is a third party beneficiary to these provisions of the CC&Rs which affect school impacts. v If the CC&Rs do not adequately prevent school impacts, or if subscquent amendments to the CC&Rs rcsult in school impacts, the Subject Property shall be subject to the terms of the Agreement. d Amendment of ReDeal of School Imoact Fees . If Govenunent Code sections 65995 and 53080 are either repealcd or amended to change the maximum statutory school impact fees for commercial/industrial and/or senior housing development, the Parties expressly agree that the School Mitigation Amounts for commercial/industrial and/or senior housing developrnent shall be the amounts set forth in this Agreement as adjusted for inflation. e. Additional Mitigation Except as provided in this Section, and in Sections 5, 12 and 13, the School Mitigation Amount shall not be modified during the term of this Agreement. Exccpt as provided in this Agreement, no additional or other mitigation for residential, commercial or industrial development shall be requested of Owner by the District. 3. School Site Dedication Owner shall offer to dedicate property to District for use as school sites (hereinafter "Sites") These shall be one Site, of not be less than ten (10) usable acres each, and a portion of a second Site, currently designated as a high school in the Eastern Dublin Specific Plan (hereinafter "EDSP") The portion of this second Site on Owner's property comprises twenty Fil~: RClDublin.OO5 081297 l'II(1-I.in4,C-ln Page 4 . . . . four (24) acres of a total Site of forty (40) acres. Should the District elect to reduce the Site size to accommodate a K-8 school, the portion of the Site to be dedicated shall be reduced proportionately The general location of the Sites shall be as shown in Exhibit C Exhibit C also describes the portion of the forty acre Site that Owner shall be required to dedicate. The acreages described herein shall inelude the adjacent public rights-of-way (one~half street) for two sides of the Site whether or not said rights-of-way have been dedicated or offered for dedication to the City of Dublin. The Sites shall. (i) be acceptable to both City and District, and (i) conform to the requirements of the State of California for school sites. Dedications will be accepted only after State approval of the Sites. The Parties shall use their respective best efforts, and will cooperate, to obtain State approval of the Sites. If a Site offered for dedication is not acceptable to the District, Owner shall offer other Sites until an acceptable Site is identified. District shall not unreasonably withhold approval of a school site. Each Site shaH be dedicated free of all off-site improvement requirements for roads and utilities, defined as improvements outside the back-of-curb line. These improvements' shall be provided by Owner at no cost to District. a. Credit for Dedication If Owncr dedicates Sites accepted by the District, Owner shall be granted a crcdit (hereinafter "Dedication Credit") against the mitigation requirements set forth in this Agreement. The Dedication Credit shall be inclusive of all back-of-curb line improvements and adjacent puhlic rights-of-way (one-half street) on two sides of the Site. Owner shaH withhold adjacent public rights-of-way from dedication to the District in order to both facilitate the dedication of these rights-of-way to the City and assume the obligation to construct improvements within these rights-of-way The Dcdication Credit shaH be $7 00 per square foot of dedicated property b Inflation Factor Dedication Credit shaH be adjusted annually pursuant to the Index beginning January, 1998 If the Index discontinues publication, the index used by the Office of Public School Construction shall be applied. File: Rcl[)l)blin.OO5 081297 Pw-LIII4,Cln Page 5 c. Material Breach . Failure to dedicate Sites as set forth in this Section shall constitute a material breach of this Agreement. 4. Use of School Mitigation Collected Subject only to the District's agreement with the Alameda County Surplus Property Authority, District agrees to use the monies collected pursuant to this Agreement to finance the construction of facilities for student~ generated by New Development on the Subject Property in accordance with the Nexus. The District further agrees to have schools available when needed for children in the Subject Property in accordance with the Nexus. 5. No Offset District and Owner agree and acknowledge that the School Mitigation Amounts specified in this Agreement reflect current levels of funding from the State of California. Because of these State funding levels, additional funds must be raised from New Development. Should additional State or Federal funding sources become available for school construction and site purchase, District shall make every reasonable effort to pursue these additional funding sources. a. Except as noted in this Section, the School Mitigation Amount shall not be offset by the receipt of any monies or the waiver of any fees or expenses by the State, . the City or District and/or any funds that may be received by the District that are required to or could be designated for school construction. Additionally, except as noted in this Section, the School Mitigation Amount shall not be offset for bond monies that have heen or may in the future be issued by the State, the City, the District or any other unit of government. b If the District receives State or Federal monies which may only be used for new school construction, these dollars shall first be used to reduce and/or eliminate any cash shortfall (hereinafter "Shortfall") in school construction costs incurred by the District. c. For the purposes of this Section, a Shortfall exists when the sum of the revenuc from the mitigation actually collected, the anticipated mitigation to be generated by the remaining undevcloped properties in the Subject Property and available State and/or Federal funding is insufficient to build the facilities contemplated by the Nexus Shortfall may be actual, anticipated and/or projected. Determinations of anticipated and/or projected Shortfall shall be based on the District's latest adopted Nexus when such State or Federal monies are received flit., RC/OIlblin,(J(t5 081297 PlW-Lili'1.Cln Page 6 . e . e d. If one hundred percent (100%) of the Shortfall is eliminated pursuant to Section 5 b , the District shall amend the Mitigation Amounts to reflect the excess dollars. Any reduction in the Mitigation Amounts in accordance with this Section shall be prospective. Accordingly, Owner shall not be entitled to a credit for previously paid Mitigation Amounts. e If, after the Mitigation Amounts are amended in accordance with Section 5 d, the District incurs a Shortfall, the District may increase the Mitigation Amounts to eliminate the Shortfall. Any increase in Mitigation Amounts shall not exceed the Mitigation Amounts (adjusted for inflation) set forth in Exhibit B Such increases shall be applied prospectively. Accordingly, the District shall not be entitled to collect additional mitigation for previously underpaid Mitigation Amounts. 6. In-Kind Contributions Alternatively, Owner's impact on the District's school facilities may be mitigated by providing agreed upon services (hcreinafter "In-Kind Contributions") for the construction of school facilities. With prior approval of the District, and in the manner set forth below, Owners shall be granted a dollar for dollar credit by the District against the mitigation obligations established by this Agreement. In-Kind Contributions by Owner pursuant to this Section shall be accompanied by a surety bond, or other comparable security to the satisfaction of the District, in an amount not less than the 110% of the amount of the credit to be earned a. Construction of a School With the District's consent, Owner may elect to construct a school for the District. This school shall meet the reasonable specifications of District. Any such school shall, at a minimum, include core facilities which have a sufficient number of classrooms to accommodate students proportionate to New Development. Elementary school core facilities shall include, but are not limited to, classrooms, school administration facilities, a library, a multipurpose room, and rest room facilities. Core facilities for middle school and/or high schools shall be developed by the District as requested. Construction, to the extent possible, should be incremental so that the facilities are completed whcn needed by the children. File: RC/Du\.llill.O\.l$ OAI297 Pao-Lin4.Cln Page 7 b Other Contributions . With the District's consent, Owner may elect to provide agreed upon services required for the construction of any school facilities contemplated by this Agreement. Such contributions may include, by way of example and not limitation, the grading of a school site, furnishings at a school site, architectural services, construction of a library or other portion of the planned school facility. c. Calculation of the Credit for In Kind Contributions Prior to commencing any In-Kind Contribution (6(a) and/or 6(b), above), District shall provide Owner with a written statement which sets forth an agreed upon dollar credit (hereinafter "In-Kind Credit") which will be earned by the In-Kind Contribution. In-Kind Credit shall be deemed earned when the District issues a writtcn notice of acceptance of a completed school facility or other activity Full mitigation will be achieved if the agreed upon value for the In-Kind Credit is greater than or equal to the same dollar amount as that generated by the payment of the School Mitigation Amount. If the In-Kind Credit does not achieve full mitigation, the crcdit earned shall be deducted from the full mitigation obligation set forth in Section 2 of this Agreement. d. In-Kind Credit Disputes . District shall not unreasonably withhold acceptance of a completed In-Kind Contribution. In the event of a dispute regarding such acceptance, if the City issues a certificate of occupancy prior to the District's issuance of a notice of acceptance, In- Kind Credit shall be deemed earned for the In-Kind Contribution(s) which are not in dispute. In-Kind Credit for that portion of the In-Kind Contribution which remains in dispute shall not be earned until the District issues a written notice of acceptance of a completed school facility or other activity 7. Limitation on Credits Unless expressly approved by District, the sum of the total Dedication Credit granted pursuant to Section 3 plus the total In-Kind Credit earned pursuant to Section 6 shall not exceed fifty percent (50%) of the Subject Property's anticipated revcnue. For the purposes of this Section, anticipated revenue is the sum of thc Mitigation payments which are anticipated to be generated by the remaining undeveloped properties in the Subject Property The District may deny In-Kind Contribution requests which, when addcd to the total credit granted, would cxceed fifty percent (50%) of the anticipated revenues. . Pil~~ RClDublin.OO5 081297 Pso-Li!l4.C":ln Page 8 . . . . 8. FuJI Mitigation Compliance with this Agreement will fully mitigate Owner's impact on the school facilities of the District, and will relieve Owner of any responsibility for additional school mitigation. 9. Certificate of Compliance As an express condition precedent to the receipt of a building permit, Owner shall tender to the District payment of the School Mitigation Amount. Unless District has expressly approved a grcater credit pursuant to Section 7 above, up to fifty percent (50%) of the School Mitigation Amount may be composed of a Dedication Credit and/or In-Kind Credit. Upon payment of the full School Mitigation Amount, which may include either a Dedication Credit and/or an In-Kind Credit as set forth above, District shall provide Owncr with a "Certificate of Compliance" indicating payment of the School Mitigation Amount in full. District shall also forward copies of such Certificates of Compliance to the City No building permit shall be issued by City absent presentation by Owner to City of a Certificate of Compliance. In thc event that City issues a building permit without determining whether a Certificate of Compliance has been issued, Owner shall pay the School Mitigation Amount in accordance with the terms of this Agreement upon demand of District. In no event shall such payment occur later than issuance by City of a Certificate of Occupancy 10. Alternative Mitigation Option As an alternative to payment of the Mitigation Amount, Owner may participate in the formation of a Mello-Roos Community Facilities District (hereinafter "CFD") to finance Site acquisition and school construction. CFD formation shall require approval of the District. The CFD, if formed, shall fully mitigate Owners' impacts on school facilities for those homes included in the CFD and no further mitigation shall be required of Owner Accordingly, all aspects of CFD formation and administration shall be subject to approval by the District. Full mitigation shall bc based on the Mitigation Amounts set forth in Exhibit B CFD Formation, however, shall not relieve Owner of the Site dedication requirement set forth in Section 3 above. 11. Non-Opposition by Owner Owner agrees to pay the School Mitigation Amount and/or provide approved In-Kind Contributions as required by this Agreement even if future legislation or a final court judgment limits the type or amount of fees ur charges that can be collected by the District. File: RClDublill.M OS 1297 P~.Lin4.C]{J Page 9 Failure or refusal by Owner to pay the School Mitigation Amount, dcdicate school sites or provide approved In-Kind Contributions shall constitute a material breach of this Agreement. tit By executing this Agreement, Owner further agrees not to challenge the validity, amount or application of the School Mitigation Amount, In-Kind Contributions, school sitc dedication or CPD formation to New Development in the Subject Property Additionally, Owner shall not challenge the existing Nexus or any subsequently adopted Nexus report, provided the District does not attempt to impose a School Mitigation Amount greater than that established in Exhibit "B" as adjusted for inflation pursuant to Section 2 above. Participation in any challenge referenced above shall constitute a material breach of this Agreement. 12. Non-Opposition by District In consideration of Owncr's agreement to providc funding for adequate school facilities, the District shall not oppose New Development in the Subject Property and shall inform the City that Owner made provision, by execution of this Agreernent, to fully mitigate the anticipated impacts caused by their development on school facilities. Additionally, District shall support Owner's reorganization petition urging the Land Transfer District recognizes that Owner may, in the future, apply to the City for modifications to the EDSP regarding the location, number, and density of residential units permitted on the Subject Property to reflect changes in market conditions. The Parties agree that, if such modifications occur, the Mitigation Amount may not fully mitigate the impacts caused by New . Development. Accordingly, District shaH not oppose (including taking any action described in the first Paragraph of this Section) such modifications so long as the proposed total number of units and/or the number of units within each of the density ranges on the Subject Property are within 10% of both the total number of units and/or the nwuber of units within each of the density ranges of the Subject Property as set forth in the EDSP, dated January 7, 1994, and as amended on October 28, 1996 If these proposed modifications exceed the 10% limit, District may withhold the issuance of Certificates of Compliance until Owner makes additional provisions to fully mitigate thc impacts, if any, caused by New Development. 13. Dnironn School Mitigation Amounts The District shall use its best cfforts to uniformly apply the School Mitigation Amounts set forth in Exhibit "B", or as subsequently modified as provided in Section 2, above, to other owners of property subject to the EDSP Owner and successor owners of the Subject Property shall not be obligated to pay School Mitigation Amounts (or otherwise provide mitigation) which are greater that which the District voluntarily requires of owners of other properties subject to the EDSP For the purposes of this Section, "voluntarily rcquires" shall mean that the District (absent future legislation, final court judgment or requirement by the City which limits the type or amount of fees or charges that the District can collect) willingly fil~: RClDuhlin.OO5 OImY7 PfIo-L.il\4.C:ln Page 10 . . . . entered into an agreement which provides for lower mitigation than the amounts set forth in this Agreement. Owner agrees that the District's duties imposed pursuant to this Section shall not apply to the following two projects: i) California Creekside/Brookside (City of Dublin Tract Map No 6822) ii) Villa Santa Rita (City of Dublin Tentative Parcel Map No 7125) 14. Disclosure by Owners Owner shall disclose this Agreement and its obligations to all successors, assigns, and/or subsequentpurchasers, if any, who purchase property subject to this Agreement. This disclosure shall be made prior to Owner's assignment or sale of all or any of its interest in the Subject Property. This disclosure shall state that the obligations hereunder must be satisfied by direct disbursement of Mitigation (less any applicable credits) to the District. If this Agreement and its obligations are not disclosed to a subsequent purehaser, Owner shall be liable for the payment of the School Mitigation Amount as though they still owned the Subject Property (or portion thereof). In such situations, Owner shall indemnify Defendants for all costs in collecting the School Mitigation Amount, including, but not limited to, attorney's fees. Owner's duty of diselosure pursuant to this Section shall be extinguished when all Mitigation Amounts for the Subject Property have been paid to the District. If Owner sells or assigns a portiones) of the Subject Property, the duty of disclosure for that portion(s) shall be extinguished when the Mitigation Amount for that portiones) has been paid. Disdosure may be accomplished by recordation of the Agreement pursuant to Section 26 below 15. Material Breach by Owner The District is entering into this Agreement in reliance upon the representation of Owner that during the term of this Agreement Owner will not individually or collectively challenge, or participate, encourage or support any challenge to the validity, amount, and/or applicability of the School Mitigation Amount, approved In-Kind contributions, school Site dedications, or any existing Nexus to residential and/or commereial/industrial properties located within Dublin. The District is also cntering into this Agreement in reliance on Owner's representation that Owner will not challenge any future Nexus, provided the District does not attempt to impose a School Mitigation Amount greater than that established in Exhihit "B" as adjusted for inflation pursuant to Section 2 above If Owner violates the Fil~: RclUlIblin.OOi OBI297 PlW-Lin4.C11I Page 11 conditions or covenants set forth in this Agreement, or engages in any other conduct which constitutes a material breach of the Agreement, the following consequcnccs shall result; It a. Material Breach If Owner's action or inaction constitutes a material hreach of this Agreement, District shall immediately suspend the issuance of Certificates of Compliance to Owner, and shall notify City of such suspension. This suspension shall rernain in cffect until the breach is cured. If the breach is not cured within sixty (60) calendar days after notification to Owncr by the District, Owner shall pay the District liquidated damages in the amount set forth in Exhibit B of this Agreement. Nothing herein shall affect the validity of a building permit issued prior to notification to City of notice of suspension. b. Liouidated Damages The Parties expressly agree that the liquidated damages provisions contained herein are reasonable under the circumstances existing on the effective date of this Agreement. The amount of the District's liquidated damages is based on the full school mitigation amount justified by the Nexus. The liquidated damages amounts shall be increased annually pursuant to the Index beginning January 1, 1996. If the Index discontinues publication, thc index used by the Office of Public School Construction (or its successor) for school mitigation issues shall be applied. e c Indemnification If Owner's action or inaction constitutes a material breach of this Agreement, Owner's shall indemnify District for all expenses, damages and/or costs that may be incurred by the District as a result of such material breach. Such expenses shall include, but not be limited to, attorneys fees. d Specific Performance The Parties agree that the subject matter of this Agreement is unique Therefore, in addition to any and all other remedies, If Owner violates the conditions or covenants set forth in this Agreement, or cngages in any other conduct which constitutes a material breach of the Agreement, District shall have the right to obtain specific performance of this Agrcement. 16. Material Breach by District Owner is cntering into this Agreement in reliance upon the representation of District that during the term of this Agreement, District; Fil~: RC!Dllbill\.lIn~ 081297 P;w.Lin4.Cln Page 12 It . . . i) will not oppose New Development in the Subject Property and shall inform the City that Owner made provision, by execution of this Agreement, to fully mitigate the anticipated impacts on school facilities caused by Owner's development; and ii) upon compliance with the mitigation obligations set forth in this Agreement that District would issue to Owner a Certificate of Compliance in accordance with Section 9 above. The Parties agrce that the subject matter of this Agreement is unique Therefore, in addition to any and all other remedies, If District violates the conditions or covenants set forth in this Agreement, or engages in any other conduct which constitutes a material hreach of the Agreement, Owner shall have thc right to obtain specific performance of this Agrcement, including, but not limited to, the issuance of a Certificate of Compliance. 17. Binding Agreement a. This Agreement shall be binding upon the parties hereto. All of the covenants, stipulations, promises, and agreements contained in this Agreement by or on behalf of, or for the benefit of either of the parties hereto, shall bind and inure to the benefit of their respective successors or assigns b Owner agrees to pay, and not to challengc, protest or pay under protest, any mitigation amounts required by this Agreement. Owner further agrees to pay thesc amounts even if future legislation or a final court judgment invalidates the required rnitigation payment (or any portion thereof) c. This Agreement shall run with the land and be binding upon all successors of Owner Any material breach by a successor, representative or assign of this Agreemcnt shall havc the same forcc and effect as provided for in Section 15 above. d. This Agreement shall apply to all of the Subject Property in the District's boundaries. If no additional portion of the Subject Property is transferred to the District, the Mitigation Amounts shall be amended as set forth in Exhibit D. 18. Entire Agreement a. This Agreement constitutes the entire agreement between the Owner and the District rcgarding school mitigation. As long as there is no material breach of this Agreement, this Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to school mitigation. Each party to this Agreement acknowledges that representations by any party with respect to the subjects identificd in this paragraph which are nut embodied herein, or any other agreemcnts, statements or promises not contained in this Agreement shall not be valid and binding File': Nc.lfJllblin.OO5 08l2Y7 Pao-l~in4.C.ln Pagc 13 b The Parties represent, warrant and agree that in executing and entering into this Agreement they are not relying upon, and have not relied upon, any representation, . promise or statement made by anyone which is not recited, contained or embodied herein. The Parties agree and assume the risk that any fact not verified, contained or embodied in this Agreement may turn out to be other than, different from, or contrary to, the facts now known to them and believed by them to be true. The Parties further agree that this Agreement shall be effective in all respects notwithstanding, and shall not he subject to termination, modification or rescission by reasons of any such differences in fact. c. Each party executing this Agreement herehy acknowledges and agrees that they have carefully rcad all of its terms and provisions, have been advised of its many consequences by its attorneys, and signs this Agreement of their own free will and with advice of counsel. 19. Third Party Beneficiaries The Parties agree that this Agreement is by and between the parties named herein, and/or their successors and assigns, and no third party (including, but not limited to, future homeowners) is intended, expressly or by implication, to be benefitted by this agreement. 20. Amendment and Waiver No supplement, modification or amendment of this Agreement shall be binding unless e executed in writing by all the Parties. No waiver of one provision of this Agreement shall be deemed to constitute a waiver of any other provision(s), whethcr or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver 21, Invalid Term Except as set forth in Sections 11 and 17 above, if any provision of this Agreement is deelared or determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining portions hereof shall not, in any way, be affected or impaired thereby 22. Applicable Law a. The Parties understand and agree that this Agreement shall be governed by, and interpreted under, the Jaws of the State of California. b In the event of a dispute concerning the terms of this Agreement, the Parties expressly agree that the venue for any legal action shall be with the appropriate court in the County of Alameda, State of California. Pile: RC/Dublin.OO5 081297 PSQ-Lin4.C':ln Page 14 . . e . 23. Interpretation All Parties warrant that they participated at arms length in drafting this Agreement. The terms of this Agreement shall not be construed for or against any party by reason of authorship of this Agreement, but shall be construed in accordance with the meaning of the language used herein. 24. Additional Matters Each party will execute, promptly upon request from another party, any further papers or documents not herein specifically mentioned which may be reasonably necessary to carry out the letter and spirit of this Agreement, and wi11 do all things necessary to carry out and effectuate the terms and intent of this Agreement. 25. Effective Date of This Agreement This Agreement, regardless of when executed, shall be deemed to be dated on and effective as of the 30th day of June, 1997. 26. Recording of Agreement Owner shall record a copy of this Agreement in the official records of Alameda County 27. Attorney's Fees The prevailing party in any action or proceeding to enforce, interpret or otherwise, arising out of or relating to, this Agreement or any provision thereof (including, but not limited to, any trial, arbitration, administrative hearing or appeal) shall be entitled to recover from the other party (or parties) all of the costs and expenses, ineluding but not limited to reasonable attorney's fees and expert's fees. 28. Notices, Communications and Demands Formal notices, communications or demands to a party shall be sufficiently given if. a. personally delivered; or b mailed by registered or certified mail, first class postage prepaid, return receipt requested to the principal office of the District or Owner; c. delivered by Federal Express or other reliable private express delivery service to the principal office of the affected District or Owner E'il~: Rr:/Dublin.OO5 0111:2.97 Pllo-L.in4..Cln Page 15 29. Identical Counterparts This Agreement may be cxecuted in identical counterparts, each of which shall constitute a duplicate original. 30. Headings The headings contained herein are for the purpose of convenience only, and shall not be constructed to limit or extend the meaning of this Agreement. 31. Exhibits All Exhibits attached hereto are incorporated into this Agreement by referencc. 32. Term of Agreement Unless there is a material breach as set forth in Sections 15 and 16, this Agrecment shall expire upon completion of full buildout as described in the EDSP, dated January 7, 1994, and as amended on October 28, 1996. With respect to Owner or any developer who has paid the full School Mitigation Amount (including, if applicable, Dedication Credit and/or In-Kind Credit) applicable to Owner's property, if Owner's Site dedication requircment pursuant to Section 3 has been satisfied, Owner's obligations pursuant to this Agreement shall cease, but Owner's rights to accrued Dedication and In-Kind credit shall survive. 33. Authority to Execute Each signatory to this Agreement warrants that he or she is authorized to enter into this Agreement on behalf of his or her principal. Fil~: RClDublin.OOS 081297 l'Il.o-l..ln4.Cln Page 16 . . . . e e IN WITNESS WHEREOF, the Parties have caused this Agreement to be properly executed as of the date hereinabove sct forth. DISTRICT DUBLIN UNIFIED SCHOOL DISTRICT By. Title. Date; JCl -.2G -'17 PINNELL & KINGSLEY APPRO~ TO FORM FOR DISTIUCT. By. r>.7 J hJ1 / Title; 1'}-II-I!YJ"'7 -h/ 11,J-f/.-~ t PROPERTY OWNER; PAO YEH LIN By. /p~V.uG~'7~7 Title. ;:L- ;4A/ ~ U?~ APPROVED AS TO FORM FOR PAO YEH UN By. /:?dA/ ;?...~ 4 ~~./7 Title; 4/7 ~ ~7 drd PROPERTY OWNER. BIH YU LIN By. ~A ya A 4-/;;'47 Title;~ k ~7' #J, r APPROVED AS TO FORM FOR BIH YU LIN By. ~/ f~.~ ~~77 Title: t2:J A: 'V #4-Rl-'^o/ ~ ,. cr fit.:.: RCfDublin.{J()S 0811.97 t'~f1-Lin4.Cln Page 17 Date; / c1 - .J..- 'F '} Date; /0'-- 2. -7 7 , / CITY OF DUBLIN APPROVAL City of Dublin Resolution No. 104-94 requires all developers to enter into mitigation agrcements with affected school districts to mitigate impacts on affected school districts required to serve student population generated by new development. Resolution No. 104-94 further states that the City shall he a party to all mitigation agreements for the purposes of assuring unifonnity with respect to different property owners and appropriate land use planning. The signature of the Mayor below indicates that the foregoing mitigation agreement satisfies the requirement of Resolution No 104-94 for a written mitigation agreement with the Dublin Unified School District, if one is required with that District. Date: Guy Houston, Mayor ATTEST: City Clerk !'ile: RClDublin.OO.5 081297 f'Ro-Lin4,Cln Page 18 . . . . . . Accessors Parcel Number Information by Lot 1. APN 985-5-1 2. APN 985-5-2 AGREEMENT FOR THE MITIGATION OF DEVELOPMENT IMPACTS . UPON THE SCHOOL FACILITIES OF DUBLIN UNIFIED SCHOOL DISTRICT EXHIBIT A PROPERTY DESCRIPTION OF SUBJECT PROPERTY . Fil~: RClDublill..M O1l1297 PM-l.in4.C.ln Page 19 . '-' z ~~J ~ q ~j "'''' :; cD - "'''' ~5!;;"" ~~~:! -l y')~o~SQ;JgQC~~ " :;j- c :;! " ~ ;::~:2:;; lHl~1 ~ m ~ ~_l.f1"":N~_;;SS;!~ .. '" ..,:il ~ ~ ::> s:: ~ EJJ.J III w ~ ~ 0 n:l Q. .:J - I- ~ ~ I:: i .. z n. .. e a. ~ :l! .2" 8 15 ~ I] .- 0: 0 I ..c 1.. l~ "~ ~ 3 ... ... II) UJ .- "'r" g"~J .... o ,- N L- .g >-5 0 0 Ul l- .- a:: :;it GI "0 '" j .. I'! - g 8. I! I ill.. e ~" "~ l;; t?... ~ 0 8 d~, BE Ol e c flj i ~ e I -: -g ~ e i ~ =~ ! ! g .!! ~ EO" 00 C1l .... .. ~~~~j .. ""!~ :;, " _ > l. ~ ~ Zll N a: $.:II ~ B <3:S ~ .Ql ~ '" z ~ a. - 11 . 0 .. J: " -"'" ~~~t:!!eg&~~ ... '" WOO it 1 -~ .... -' 0 _ (\,( eI). "" "" Ui't-. t>> ctl - - -- '" ... :r: ,;iE \,. II .... - - j''''') (,/ I / ,., 'j' I J '\. \, I L; ...." ,,- __ '" " . \-\ it '" /\, : -., \ --. I L.- (I .-- .,. - , ) 1 ' --. -\-" \I --....--l ," -7 .~r:;i-- ,. I ' ,t \ - \ I II" \...~," '\ '. \. ,", ~ / . { ,r ~ " ' ,_ _ .,'" ,r ft. ,,", \' - '; -l _. ,. -, I,,') (" I'''' ( , <. \, .,- ,I , """._-.1\'.- ,-..i.,!"', 1\ ,'-.\'----'"." f ~>)\ ,'11l./1,. ~ \ ,\ ,-'- /'~' ',''''\.. r,11 ~- \1 (-~" -~-_ ,')\\1, ../' \."~I \ ~ "lj.,../ - -~.'\../-.... I., \, '\. ( ! \) . (,., \ ' .. \, a ' \ 1 l.' \ I '.... I ~ ~. "- I.) , \'" ,~..~ ~ '~' s (----. .. I r r ~- .. f"'. ,_ ..... 'to j I ' 0\ (' I j r" -',", .,J .\ ,~~ ,'.- '~._, I . L ~ ~r- , -,",~ \ ,". I". J " ) II \ 'L ~_. . - '~:.: r." 1 \. -- \ ~:.,~, \ ';.' I. ,,) i 'I,.J' ,: '\ Th ' ' : . -;, -- 1\' . ~'O'''.' ,'" r '-,' '''., i..., \ .) '\ '.,' \ \ \ L ''''I.;, <'( .- .-t , I: I . I' \ ~ . r I l. J '"- {'I.. 1 )".... \, '\, ., L....L-.... ,... _( '; ~ I. ') ~r'.- I I ,1 I; , __ 1 " \..... ~ , ~ \;', '" ,- ~, 1 . J ( " . 1 , '{ 'i r -\ .{- -- "'. l.,,,------ N , ! tl ~' (' ,1 '-r..--II......,.,......--- " 1 ' .I - - ~l -, .. f I P '> / L , . ...... ,.... In \ 1 L Ai, ,I; \ '- ..f',-' i,:>'.-,~'~~. ';, -I \\~~,'j 'I ,- i;:; I , .,,'.....! ,.~.\ ' , '>; ,::--.q): '-...""" --" ':L' ., ,_.'.'. \~-~ , ) " \ _~:~ LM-~.:?:. _' --- t " \ --..,-; )' " ~) .. I \,. .( '\.. '\ ( \ no <} ,/ (. r _ ,-- ._ ~~ ,.!;;-~ "\.,... ) , I II \_ .~ ":, e \ \ ~. " I ... \\~ \ . I \ , , '.\, '.' c. " -'J ,.... (, ., \ I' .... ~~, \ ,- ,.'" ,',1 " , .. ) .) ;. ..' .. /) I' '\ I , ,,' \ II ,.) 1 ,_.( ,r ,. .. .' ,; "'\ \ ,'I ! , .,.. '-" " , ,i \ ,. I -,. , ,-- '1, ., " , 1'1 r;' e , -.. " , \ . I I " , , .... . uk..-"'"' ....;'" 1'_ -7'...._ .,4;.':'--'"'\,:".~\.; " ,(',;:; '/ .r ~ (, ;,._.~"_ ~ l _.~._~-- ;/,-, .r' / \ '. ( , ,.. ,_. i ! . '.. ., ( , , j \~I;- l) .jIII'. , /' ~.;.:-' \ \- -- , \1, ',,,., '., " '-, .... .'.: I , ~\' -. \ '--, ) .' .. 't t':,~j '-.Ii i i '- I \'" " ll'~-- ! ," .., N ^\ ') .,\ ,.- '_'~ i 1---2-~\~ \ ~~,. , -, , l..-m',) ~. "-,_. ') I - co ... ... ... " , r co ... ) ~ ....____.~......~M.~.. AGREEMENT FOR THE MITIGATION OF DEVELOPMENT IMPACTS UPON THE SCHOOL FACILITmS OF DUBLIN UNIFmD SCHOOL DISTRICT e EXHffiIT B MITIGATION FEE SCHEDULE (April, 1997) Unit Type School Mitigation Amount Single Family/Low Density. $10,866 OO/unit . Single family detached units on lots 4,000 square feet or greater in size. Medium Density: $5,873 OO/unit . Single family detached units on lots less than 4,000 square feet in size, or attached units with a gross density greater than 6 units to the acre and less than or equal to 14 units to the acre. . e Medium High Density: $3,324.00/unit . Attached units with a gross density greater than 14 units to the acre and less than or equal to 25 units to the acre Hil!h Dcnsity: $2,74500/unit . Attached units with a gross density greater than 24 units to the acre. Commercial/Industrial. $0.30/square foot NOTE: Both the Residential School Mitigation Amounts and the Commercial/Industrial School Mitigation Amount are subject to modifit::aUon in accordance with Paragraphs 2 and 4 of the Agreement. The amounts set forth above include the statutory school fees set forth in Government Code Section 53080 and 65995. The CommerciallIndustrial School Mitigation Amount shaD be appUed to all chargeable covered and enclosed commercial/industrial space as denned in Government Code Section 65945(b )(2). File: R{;/l.>\Iblin.OO5 081297 r..o-Lilri.Cln e e e e AGREEMENT FOR THE MITIGATION OF DEVELOPMENT IMPACTS UPON THE SCHOOL FACILITIES OF DUBLIN UNIFIED SCHOOL DISTRICT EXHmIT C PROPOSED LOCATIONS OF SCHOOL SITES File;: ~C/[]ublin.OOS Olm~ pau-Lin4.Cln ._- 'T , \\\\1 I " \ ~\\~) r I ..- II " \ \\" I / \ \ \ '," ( I . i r , \ \\' ('l~\) \:> <~<;::/ Ii \ \, \L\ __ .:T \ __' / j:""i",,1 ,~., I' __ ._, .._ -............ 1 '.-t':. - .~. ~, ..;;~ ....... '. ,,'. I, 1:~''';'~f'~'lil~}': -~,:..--' .. ;1, ,,:,','~ -- ~ \ ~ -r.f(:"'..... ,,-. , -,I:IY. -- ,ViJII/I: .~ "';'ifl',lh,..' .II')" ,I' .'-""" "1"1',' ~.~.' ,~~'~~;'~~~,:J[:!,'~~~r~{~~f"-; '~j,'I',~51!i~~litI'1~ '~::,;~':' " , 'ill.I'" -., '.,'.,.", 'II' ,',' II' ." , ~.;:., ',' '- , . -- I '~,':;,{'::lil1':t:,,:,::!;'i'::':: < ;" \. ~>"Y,~:.:"H,-..~.,_:_'.t_~;", iJ:\;;;d'llll:"',I~\, ~;,!,!::', 1.)~'i ,,~,::/:::i:;:i'.~:\:i'I:"(: ,,;,:, '-1,.,' 1_ ,. '. ='-'- -",c' -- '.\:\ , ,,, - ,')'~.'. -. i'T"~ t '." 1.'" '""%' ..--''-..::: ?S-~ ~,- ,.,.""=--,,,~ '" \ \ ",i', l' ""',j",',, ~. ""),.1' ,':, \i;"'~ I,:"", .----- _.'~~~~~::' "."li~';I~.','Li? .~ ,.',;\,,~~'IY' ~. ,;\I..~li~I" -. \",\.~I"f' <'~>':. -'1 \.:], i:'~;o~~~ - ,/ . .:T_ ~'C~"~':;;BI";[,,fi:~'t~.\:'::" ':i~it., l~~i~~"~d:}; ';~ LJ _ .l'Jor-:,..;:. c . ~-; \ :-:~- - H ~- NS~ /-::'B~~:{-1'~J}/} ~~;~l1J {~l~!,~j;~~~t>-.,,~,,;:t .-o~:, _..:~=-_= 7:'~::::., 'Nt ~:_ : II \~, ,'- :'- t:~~~~~~'~;,:;~~~ ti'.' --~ -..~) .:;.-----~I.~~~ --I --~-~~-----:-:::~ :~~ ,./ ..../" , --..;.;~. '~~- ' -'I -I I. I , - '-;: \ ,\ -, " ~ f-:' ._- + -.. ., .-- + " . -' , I' 1 --- + \1 ~ " -H I . '. ~ _____.f H ~.----._~......- ~._--- ~ _.---- ~~~.( \-:I- N!: ',. 'jJ~~ -l---~~nl~ ,.->- i - i ,t" .:-..-~--~~-..:_- -, ",' ~ I , , _-'-'; I '1- + I I 1 , -, ------ - -1. I-'~ /- \ -~- r' , ___-. I ~J i -~ i' M ---. ~'--,' -NS-.' I. ?~- -' -------. -.......,--.- '--... -.......~.. -_.~.-- ------ GC _- ._f.----- .J. ...__t"- -, ~--- 1 ...... --- .- - I .- ----~ ........~.., - .~ l.. ---~-:__. ------.- J ..----" ~--l! ~ Lti~~ - ('-~ \' ',_ ~-~~.' ;c __.. l' -\. . - '- ~",~}~-~-. ~ ---J'_~ . ~ I _ ,~~~~~~?;- ~_==!=~_ ~ _ ~,~. _ ~~ _ ~~ ~_.=~ . \ '_. :. :'- -r=: (.. .".- -'~ = - . <::" . 1(1 ,",,--. -~ -"'--- '.:-::.:.._-~ "'~.'-' ,=-"'-.. 1l?1 fu ~~. ~:-:-,,~ ~ ~-::::-, _. - . _ - ~ n~~';o~C_T=-=~~-'-'>~. .__ .1 ..- ., co ._- + i' i__. ._ 1 e LEGEND 'l~ H High Density 125 + du/acl MH Medium High Density (15-25 dulacl M Medium Density (6.14 du/acl L Low Density 16-14 du/acl NC Neighborhood Commercial GC General Commercial CO Campus Office IP Indu s tri al Pa r k ~ ES EI em entary S c 11 001 JH Jun ior H ig h Sc ho 01 HS High School GII Public/Semi-Private ~ P City Park ;3 CP Community Park ~ NP Neighborhood Park NS Neighborhood Square OS o pen Spa ce SC Stream Corridor ~ Note: This Exhibit may be modified by the mutual consent of both the Pa rtie sand th e Ci ty as more re fin ed land-use studies are conducted for th e p rope rty i '.~ . - I I e SPECIAL POWER OF ATTORNEY 1. 1'70, tho undcroigned, PM-YEll LIll [lnd DIlI-YU LnT, hereby appoint James Tong as our true and lawful attorney-in-fact to act for us and in our place and stead and for our use and benefit: a. To exercise, do, or perform any lawful act, right, power, duty, or obligation, whatsoever, that we now have or may acquire the legal right, power, or capacity to exercise, do, or perform in connection with, arising out of, or relating to implementation of the General Plan Amendment and specific Plan for Eastern Dublin, including such matters as zoning, Planned Unit Development, parcel map application5 and related sewer, wuter, traffic, and similar master plans for that certain real property owned by us in the City of Dublin, County of Alameda, California, consisting of 304 acres, more or less, APN 099B-3026-001-00 and 099B-3026-002-00. b. In connection with the foregoing, our attorney-in- fact shall have the power to sign, endorse, execute, acknowledge, deliver, receive, and possess such applications and agreements with the city of Dublin, County of Alameda, DSRSD, the Dublin School District, the Livermore school District, and such other Federal, Sta te, and local agencies as may be necessary or proper in the exercise of the rights or powers granted herein. 2. vIe grant to our attorney-in-fact full power and authority to do and perform all and every lawful act and thing requisite, necessary, and proper to be done in the exercise of any rights and powers herein granted as fully to all intents and purposes us we might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that our attorney-in-fact shali liWlfully do or cause to be done by virtue of this Special Power Of Attorney and the rights and powers herein granted. - --- - 3. This instrument is to be construed and interpreted as a Special Pewer Of Attorney. Xf any provision of this document is not valid, all other provisions shall remain valid. <1. The rights, powers, and authority of our attorney-in-fact to exercise any and all of the rights and powers herein granted shall commence und be in full force and effect on the date of execution hereof and shall remain in full force und cffec.t thereafter until revoked by us. Dated: Dated: ,.>-~F-?7 :<-....- JZ ~ 9085010/11917.002 ~ '. O. :; .~: ;: ,. ST^ "':0: OF C.'U.IFOPJrIA ) ) ) C(lIi~Ur:lr~ Oencl"il.! Of!ne) Unlled Sla.te$ or ..4unc{j(U 'ss; at Hong KQtlg } e cnrn,trpv tiki On AUG 2 2 1997 , 1997, before me, DONNAJ.ANDERSON , Hstarl rl1.blic, personally appeared PAO-YEH LIN, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my official seal. AA~ DONNA J. ANDERSON ~ tGN5llll;, <-J "CAN OO~OL ;~.~~ S~Al'Il or C.\LIrOillIIA ) c .. ...:; onsulatJ! Gcnend of [he:) .. ....... AU G 2 Z lSSi ) Urn". S"'" 01 Amcri",) SS, ~.. <.,"" CrJIlN'I'V n1:' ) .. lion, Kong ) "r3IHJI'l'l" On AU6 2 2 1997 ,1997, before me,. DONNA 1 ANDERSON , NwLcl.LY Puul.i.v, personally appeared iilIR--RW\. LIN , personally known. to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, ... or the entity upon behalf of Which the person acted, executed the .., instrument. ~ WITNESS my hand and official seal~ ~ ~ l,... ~ L ~ L...... - _n __ _. 'I AMERlCAN CONSUL STATE OF CALIFORNIA COUNTY OF On , 1997, before me, , Notary Public, personally appeared JAl1ES TONG, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is SUbscribed to the within instrument and acknowledgad to me that he executed the same in his authorized capacity, and that by his signature On the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. 9QgS033/11017.QOZ -3- e " (J' , j,(.-'-: j~d000 . '. . VI1!cU nl!COnOEO MAIl. TO REGORDED IN OFTICI^L RECORDS. . RECOl:merrS OFFICE . LOS ANGELES COUNTY" '. ' CALIFORNIA 31 ~~T. 1 P.M.NAY',~11992 . . nECOJ1IJING f1EQU~STEO BY l' .~- HIli -'(0 T.IN --I r I"III!' ._~ . _. ___.--.-n-----n-~---.-.---- SIr,:! ')1 ,.9.65.1 E Lh5 TlINh3 on ~:I~r&s.I.l~f.!.ipj~rtc-i ;rr.-;-CA--'-- Ij:~~~'91f~9~.__, ____-:-.-1 " , ~EE $5 . v t 1<1: ..... GENERAL. POWER OF ATTORNEY (SPACE ^BOV~ tHIS LINE FOR RECORDER'S USE) ),,\, . \ [l('h?rence .' '. 4of:, I(/lawn All Men by Tt18se Presents: That I,__-!LIH ... YU LIN lIH) undersigned (joinlly and severally, iflllure than one) hf)re~y make, constitute and appoint , DIU -.' nw~ Ll~ .._.........~.._-~._..... my true ;Jnd lawful ^llorncy lor me alld in my nalTlo. place and slead and lor my use and benefit: (,l) To ~sk. (ICln~nd. sue lor. lccover. col\C~1 ~nd rec~iva ~ach and ~'l~ry ~lIm of monCy, debl, accounl.legacy. bcql)e~l.lnlp.resl. divillcnd. annuity. MId ')':111.11111 {V/hich rloV/ i~ or hcre~lIl1r shall become dll~, owirlg or payablP.! belon9ing loOt claimed by me. aod 10 US8 a,nd lake ~ny lawlul mMn~ for ~he rr~f."vt!rill1r.rco' hy leval process 01 Olher.vise. and 10 execute a!ld deliver a satisfaction or release Ihelelor,logelher wilh Ihe rillhland power 10 compromise I'Ir ~(I:T1pou"d any r.lahrl (lr demand; ------- j". (h) To cxercis~ any or all 01 Ihclollowing powers as to leal propcrty. any Inleresllhereln andlor aoy bollding Iheleon~ To conllaCllOI, purchase. Ic,r..~i,'c ~nd IJke PO$SeSSiOlllhcreol aad 01 cvidence 01 lille thelelo; 10 lease thf. same lor any Imm 01 pUrpose, includino leases lor bUsinesS.lesidence :lIld . .d/r.r l1.in/:lal development; Ie) scll. exchal'lQC. granl or ~onvl~y the same willi or wilhoul waHanly: anlll" mongaoe. Ilansfer In Ir\l51, or Olherw1se. ;'. ,: ). : !IIN or hl'polhet;3tn the ~.;ne to secure pay(fl~rll 01 a negoliab1e or non.neQoti~blp. nole or performance oriny obligalici"rI ot'agrcetnenl;.... ~V f";'.~' ';'. :>":i';':.! (~) To cxcrci~ll ~ny or all of Ih~ (oIlQ.....in\1 rCIWCIS ~t5'a!ikind; ol~~~()nal propel.ly and goods. w~les and ~erchan~ise. chases In ~cllon and olhnr .";/: ;!.. I'fCr~rly. \n possessIon Ot in acllOn: TO conlrac lor 1.Iy.'s'clliP;CI1~~q1::'I!~~er and rn any regal manner de~1 rn and WI\~ Iho S3010: and 10 OH,lr1gao!. . .:. ~:~~~~~;~:~~~~t. or Olher.'lise encumber 01 hYPOlh. .'lo. !,~:~~~ S~:T! ~~:~~:1?~~~~ ;~.\~I a IYi~eP.t.1'f ~M'pW~P\'b"il\n!~f{,g~r~a!Wftyl!n~f~iJl:n: :' \ ,. . . J~'.',f, ~. ,~ . '~; ,'".;. ( ~. \;.. \ /J;f ~~)Q '11 t.~'I\I'('r'lI .H~"! {rft T'IM ~ ~. /.:.;~ ;~.; .:.':'r. ; (d) 10 b(1I rOf{ IT'on~y arid 10 execute arl' dCllv~f ~~ooti~ble ot.nO~'~~OI!a~li Iloles Ihere.1o.g)\i}!\;gr t1I~l!1J\6U!ll)'iJI\~'P l~al\ l~rex til~!{fl~g . 'Irgoliab:l' or l1on'nr.goll~blc nales lMrelor wi' ~~c:;h ~e.(;\Jrity as I]e sh.al1 d~~m ~rb~bt \ .' '. ." 1#" ..' '.. .' : ''''/:~', . : (el To cr~.,!e, artlcr,d. ;uN11~.rnr.nt and ~rh~~I~ ;r~\;L~i' ~M. ;~iii113' !~ 'e~4 ~t1vIS~.lht 1~\J?ie,D i~~y'l.'l~l~whereln;1 81ll or may bo lros~r or :. :.~;~~~~i ~;;\ lWIII'(!r.IM'I: to repll'.:;r.nl and volo s\<)(:k. exerc e :;'t,)ilI; rights. bcpM~hi1J.l~~ Wltl1 ,"Y dlvldena, -dist,,!nJti&l or bMlls,loln In any corporale llrlanclng. ~,II! I"/~' . :.\........ f1.~')I\l'lnIZaliol\. !:1CIgcr. li~ui(13Iion, consolidali or o!\;iq~ a!:i~r1-af\d..l~ e;<! . s:on/compromi~e, c:;onvcrsion. adjl.lslmenl, enforcclIIJnl Of loreclosura. . ,?:'::; :';:'.:.:.... -. . . ~"I~ly ~r In :;,)nl'.lncbOll wllh elners 01 any corpor, slock.:bontJ;.T1PIIl'; r1~be.nlllr8" ~l!1r.rf~\l.lllY~19..CQP;ll!.0IlndfJQIJlIl1P~e. atl/IJ!If,~oulo..AllIhallsly '., ,~:.;;:,~,.., . ,. }.:, .:.,?- . .' . .111Y ot'hg~l~o'" !iCCIIICrl or unSPcurp,1. o.....lng by or - 19 'and .1Q.'J!~.y'u~~e.pl atlt prdlJCT1r a hti 101 lP~rl.eY. ~~~Ihe o~ n.o!,~quall.Q,o.r 16s's Il"~ue lhai'\~he .'.:!: ;';.':., j \.' :i: .; ....: ?lI1ounl 0:.....10 In paymenl. .setllemenl or salls lac lion UlOr:r;:'i:;:(~ :"r,..y N, wI? i!J~ \~\~~hJ;) I;JJ;:.~,IJ. eOJ .,". ::.'i".... .....(. (.,V.;"!,! '~l"~ . . ...........:...:..~:.:..:....:..- . ',' . .: . .' \ ,. ;('\ ::~ h,' .?\ .:.: .; '. ;.: (f) To Ir ~nsacl busincss 0/ a:JY kind or class and as my a....1 and dred to sign. exeCOIp.. ad.no.....led~e and dellver any deed. lease, asslgnmenl QII~3~e, :'. . . ((J\'rll~nl, IlIdcllIure. inlJenlllily. ~9rcerMnl. mOrl',13Qc. dced oltrus\. assiGnment 01 mor1',1~pe or 01 the beneficlallnlerRsl under deed 01 lIus!. uterlslon or .. Irllc\V~1 or aoy oblig;lliOI,. subotlJlnalion or waiver of priority. hYDolh~calion. bOllorury. char1er"~arly. bill 01 lalling. blll 01 sal8. bill. bond. nolo. whelher nngljll~ble or n(.n-oCQI)I;altle. receipt. evidence of d~hl. lull or parlial release or ~3lisl~ctiotl 01 mOllg3\18. JudlJrntnl amI olher debt. teljlJesllor parlial or lull . ',: ' .... I cr.onveyance 01 dee\! or lll/Sl a:Jd soch olher inS!rUnlcrlls In writing of any kind or class as may be necessary or proper 11\ Iho prcmlses. G ivi n 9 and G rantin g UnlO my said AHorney full power and aulhorily 10 do and penolm all and ovcry act and Ihlno whatsoever ICQU;SiIO. nccessJry or ?r.rro~rhle 10 be'done In and aboullhc prr.mi~es Hlully 10 all intents and pUlposesas I mlghl or could do iI personally present, hereby ratifying. .1l1lhal nlY said MOlney sllallla~,Iully dlJ or ~ause 10 lie done by vir1ue of lnese presonls. The powers all\! aulhorlty hereby confened upon my said ^"orney . ~~I1i11 te ~~ll1icoble 10 all teal and personal properly or inleJe5ts therein nOW owned or hel ealler acquired by me and whelever silual!. My said Al.loJn€y is €Illpo,....wid hmby IIJ de\~rJ1\ine ill hl5 scle discrelion lhe lime when. purpose lor and manl'ler In which ~/lY power heleln tonIer/ell l~con him shall br.tr.er~ised. and Il;e condillons. provisions and cove/l~n1s or any inslnlmcnl or document which m~y be e~eC\l'cd by him .?!.: ...... pnrslI;;oll1.erelo: and tn the 3,.I1UiS!lj{n or d~Sposilion 01 r~~l or DClsonal proper1y,. my S3id Allorney shaH hav9 e~c:;hJsive power 10 li~ Ihe lermS Iheleollor . C.1S!t. crerjJI a:ll)lor proD~rly. and if yn cr~dll willI O( wilhoul securily. . . . . ::....:, /. . . Th~ undersigned. if a matried pmon. herr.by lu'r:h~r authorizes and ernpower~ my said Morney, a~ my doly aUlh\lllzed 3Qenl. 10 join In my . ", .I~. 111 Ill? exe<;ullon?r any In~.lruln~nl by \'Ihkh any COllm~\lnil,leal property Ot any inleresllhelein, now owned or hereallcl aCQuhed by my spou~e and . :;.... ..f. or tllher 01 us, 1$ SO'd.I(1~S1d. cnc:;vmbercd. or cllnveycd. '. \ '/'!r;llhc CC'IlIQ$I}O rrJl1uircs. Ih \ I11aSCUI~I~. gender inclvt1~S lhe fcm:nlne and/or neuter. a~ IhA sinQulM number Includes Ihe plural. O~IC'd..~11.1~';:c~o.~u~rt~'r':y'::o4~:::mmmm. L/~,,*'-o. .-/. . . ' I r ..........,....k?:'..7.........I.,..~.................................................... Xcc,.Apf~O..m......... 55. BIN ,~, IV WI ~~~,;;;~~,~:t;;f~;~~;i~:~:;~~~;~;;;~~,;;~;i;;d.n.m................................m...... .~ /)1. ~i~ L (,ij ........ ......................................................................................... ~,~.~.~:,~ :1/3 .:.71~:~.~~~,~;:~~y ..:..~.~.~.r~.~........... ............. / . .' ....."....-............................................ ............................. : '.'..' ~.I:~. : . .. . ,.../~.;~;::\:;:;. . . "j... . .....1.. :. " I \ .~.. ' . :{!:i'l~~:". ' .... . " . .... .' : . _. . ............................................ j . . I. I .... ~ .' . . .,. . . t I .. I ., ., .. .. . .. . I . . l~~~~ ,~~..,;;_:. OFFICIAl.. SEAL . _. , MEI Y lSAI (~:~~:. tJ01ARY PUBLIC - CAur:orUll^ ~\IN.~W 1m NlGUES rnUtilY t.'iifP-~., My ctlll1m. e'lIlrn )\1<< 2S. 19')3 ~~~_"",__p.e.l':::::J~.. -. ..-- k!)(mn ,10 nIl; 10 be Ih~ pOf$on(S) Vlhose narr1e(~3) Is (81 e) sl.llj;.(rlbcrJ 10 !lw within InSlrumQr\l and acl<.t\owtedged \\1,,1 ";"I!!.~--::.' -..~~ exncul"'d 11'0 S"lne ............e.' . ....~..~. .: ........_~,".."...... ". - · Q . '.+ ~-' -....--...- ."- .----.... ....~ ~..."....- \ ....--:T;::..?_~ot. " c.~.--- ......_..........~~~~_..~~:......... . .. ... ..... ...........'/1:~.r........ ~..~....I.............. ("Iii., n:lIllO (n(llnry's) sl1nll b;!iy;"Cd Ot IGOibly nrinIGd") (Nolary sui) 'f liT I~~ Ilr-CtlMm:~Jnr:n TlI^T. f'l'IlOn TO THE Eyl:CU110l1 OF TillS ('OWEFt OF ATTOR/.IEY, UtE p^nTIES CONSULT WITH .. . '. ' ~.. .; .., .W .