HomeMy WebLinkAboutItem 6.1 Jefferson-DublinDevAgmt
-1-
.
CITY CLERK
File # D~lQ][Cl]-f711LQJ
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: June 2, 1998
SUBJECT:
EXIDBIT ATTACHED: 1)
2)
RECOMMENDATION: 1)
2)
~3)
4)
5)
6)
. FINANCIAL STATEMENT:
BACKGROUND:
PUBLIC HEARING: Jefferson at Dublin Development Agreement (P A 97-0] 8)
(Report prepared by: Jen Ram, Senior Planner~
Ordinance Approving Development Agreement
Development Agreement
Open public hearing
Receive staff presentation and public testimony
Close public hearing
Deliberate
Waive reading and introduce Ordinance
Continue public hearing to June] 6, ] 998
No financial impact anticipated.
The City Council approved an amendment to the Eastern Dublin Specific Plan for the entire Santa Rita area
(primarily owned by The Alameda County Surplus Property Authority) in October, 1996. As part of that action,
this site was given a new Specific Plan and General Plan Land Use Designation ofMediurn and Medium High
Density Residential. On February 10, 1998, the Planning Commission approved a Site Development Review for
the Project. On March 3, ] 998, the City Council approved a Planned Development Rezone for the Jefferson at
Dublin Project.
Planning Commission Public Hearing:
A public hearing on the proposed Development Agreement was held by the Planning Commission on May 26,
] 998. The Planning Commission unanimously recommended approval of the Development Agreement to the City
Council.
-------------------------------------------------------------------------------------------------------------------------------------------------
.
COPIES TO: Alameda County Surplus Property Authority
JPI
P A File
ITEM NO.
6.L
-
,
ANAL YSIS:
Procedural Background:
.
One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into
Development Agreements with developers in the plan area. The Development Agreement provides security to
the developer that the City will not change its zoning and other laws applicable to the project for a specified
period of time. Additionally, it is a mechanism for the City to obtain commitments from the developer that the
City might not otherwise be able to obtain. The Development Agreement is one means the City has to assure
that the Specific Plan goal that new development fund the costs of infrastrucmre and service is met.
Attached to this Staff Report is a Development Agreement (Exhibit 2) between the City of Dublin and the
Surplus Property Authority of the County of Alameda (Alameda County). This Development Agreement is
based on the standard Development Agreement developed by the City Attorney and adopted by the City Council
for Eastern Dublin Projects. In general, the Agreements reflect what has been determined to be the
infrastrucmre needs for the specific project. These needs are determined based on submittal of engineering
studies and plans.
The Agreement:
The City Attorney drafted the proposed Development Agreement with input from City staff, Alameda County
Surplus Property Staff JPI and their attorneys. The Development Agreement sets forth the agreements between
the parties in relation to many items, including, but not limited to, infrastrucmre construction and phasing, ....
parkland dedication and the payment of various required impact fees.
The Development Agreement becomes effective for a term of five years from the date it is recorded. The
Development Agreement runs with the land and the rights thereunder can be assigned. The main points of the
Development Agreement can be found in Exhibit B of the Development Agreement and are highlighted below:
Infrastructure Construction and Traffic Impact Fees:
The City requires that Developers in Eastern Dublin pay traffic impact fees for certain City wide improvements
to the circulation system. Additionally, fees are charged for certain circulation improvements specific to
Eastern Dublin. Developers are also required to make certain improvements to the circulation system that are
required as a result of their project. The City determines the direct project impact through a traffic study that is
conducted.
Based on the traffic study conducted for the Jefferson at Dublin Apartment Project, it was determined that
certain improvements were required to the circulation system as a result of the projected future traffic from the
project. These improvements include widening some roads, the improvement of certain intersections, the
ultimate construction of the approved alignment of Dublin Boulevard between Hacienda Dr. and the Bart
Station, and improvements to the 1-580 at Santa Rita Road/Tassajara Road Eastbound Ramp. Some of these
improvements will be required immediately as a result of the construction of the apartment project. Other
improvements that were identified could be phased and put in as required by traffic warrants or when other .
2
;."
..c - ~. _~..,. "..~,<_'~..'.. _....-
.~-
projects come on line. The Agreement sets forth the City and Alameda County's understanding in relation to
the phasing of infrastructure construction.
Public Facilties Fees:
Additionally, the Agreement provides for the dedication of2.84 additional acres ofland (above the Public
Facilities Fee Requirement of 3.68 acres) for the future City Park to be located east of Tassajara Creek. This
additional acreage will be dedicated early to enable the City to move forward on a new park at that location.
The 2.84 acres will be credited to the developer and used as a credit for future projects towards their parkland
dedication requirements.
Conclusion:
The Development Agreement furthers the goals of the General Plan and Eastern Dublin Specific Plan by
requiring new development to fund the costs of its infrastructure and service. The City of Dublin and Alameda
County have agreed on the sequencing of infrastructure construction, the payment of impact fees as well as
other items required by the Eastern Dublin Specific Plan.
RECOMMENDATION:
Staff recommends that the City Council open the public hearing, deliberate, waive reading and introduce the
Ordinance and continue the public hearing to June 16, 1998.
.
G:\PA98-018\ccdasrl
.
3
ORDINANCE NO.
.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT
FOR P A 97-018, THE JEFFERSON AT DUBLIN PROJECT
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY
ORDAIN AS FOLLOWS:
Section 1. RECITALS
A. The proposed Jefferson at Dublin Project (PA97-018) is located within the
boundaries of the Eastern Dublin Specific Plan ("Specific Plan") in an area which is
designated on the General Plan Land Use Element Map and Eastern Dublin Specific Plan
Land Use Map as Medium High Density Residential.
B. A Program Environmental Impact Report ("EIR") was prepared for the
Specific Plan and the Eastern Dublin General Plan Amendment and certified by the City
Council by Resolution No. 51-93.
.
C. Implementing actions of the Specific Plan, including Chapter 11 thereof,
require that all projects within the Specific Plan area enter into development agreements
with the City.
D. The Surplus Property Authority of the County of Alameda has filed an
application requesting approval of a development agreement for the Jefferson at Dublin
Project.
E. A Development Agreement between the City of Dublin and the Surplus
Property Authority of the County of Alameda ("Development Agreement") has been
presented to the City Council, a copy of which is attached hereto as Attachment 1.
F. A public hearing on the proposed Development Agreement was held
before the Planning Commission on May 26, 1998, for which public notice was given as
provided by law.
G. The Planning Commission has made its recommendation to the City
Council for approval of the Development Agreement, which recommendation includes
the Planning Commission's determinations with respect to the matters set forth in Section
8.12.080 of the Dublin Municipal Code. .'
.
H. A public hearing on the proposed Development Agreement was held
before the City Council on June 2, 1998, and June 16, 1998, for which public notice was
given as provided by law. ",
1
Il:VHR~!l""= 1
~.l\.a g D ~ ~ ..L-
J. The City Council has considered the recommendation of the Planning
Commission (Planning Commission Resolution 98-20), including the Planning
Commission's reasons for its recommendation, the Agenda Statement, all comments
received in writing and all testimony received at the public hearing.
.
K. Pursuant to the California Environmental Quality Act, an analysis by staff
found that the project is exempt according to Section 15182 of the State CEQA
Guidelines. That analysis showed that the proposed residential project is within the scope
of the final Environmental Impact Report (FEIR) for the Eastern Dublin General Plan
Amendment which was certified by the City Council by Resolution No. 51-93, and the
Addenda dated May 4, 1993, and August 22, 1994. The analysis indicated that no new
effects could occur and no new mitigation measures would be required for the Jefferson
at Dublin Project that were not addressed in the fEIR. Further, that analysis found that
the project is in conformity with the Eastern Dublin Specific Plan.
Section 2.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of (a) the foregoing Recitals which are incorporated
herein, (b) the City of Dublin's General Plan, (c) the Eastern Dublin General Plan
Amendmem, (d) the Specific Plan, (e) ihe ErR, (1) the Agenda Statement, and on the
basis of the specific conclusions set forth below, the City Council finds and determines
that:
.
1. The Development Agreement is consistent with the objectives, policies,
general land uses and programs specified and contained in the City's Gerieral Plan, as
amended by the Eastern Dublin General Plan Amendment, and in the Specific Plan in that
(a) the General Plan and Specific Plan land use designation for the site is Medium High
Density Residential (MHDR) and the proposed project is an apartment project consistent
with that land use, (b) the project is consistent with the fiscal policies of the General Plan
and Specific Plan with respect to provision of infrastructure and public services, and (c)
the Development Agreement includes provisions relating to financing, construction and
maintenance of public facilities, dedication of parklands and similar provisions set forth
in the Specific Plan.
2. The Development Agreement is compatible with the uses authorized in,
and the regulations prescribed for, the land use district in which the real property is
located in that the project approvals include a Planned Development Rezoning adopted
specifically for the Jefferson at Dublin Project.
3. The Development Agreement is in conformity witKpublic convenience,
general welfare and good land use policies in that the Jefferson at Dublin Project will
implement land use guidelines set forth in the Specific Plan and the General Plan which
have planned for residential uses at this location.
.
2
,..-.
.'
4. The Development Agreement will not be detrimental to the health, safety
and general welfare in that the project will proceed in accordance with all the programs
and policies of the Eastern Dublin Specific Plan. .
5. The Development Agreement will not adversely affect the orderly
development of property or the preservation of property values in that the project will be
consistent with the General Plan and with the Specific Plan.
Section 3. APPROV AL
The City Council hereby approves the Development Agreement (Attachment 1)
and authorizes the Mayor to sign it.
Section 4. RECORDATION
Within ten (10) days after the Development Agreement is executed by the Mayor,
the City Clerk shall submit the Agreement to the County Recorder for recordation.
Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
.
This Ordinance shall take effect and be in force thirty (30) days from and after the
date of its passage. The City Clerk of the City of Dublin shall cause the Ordinance to be
posted in at least three (3) public places in the City of Dublin in accordance with Section
36933 of the Government Code of the State of California.
PASSED AND ADOPTED BY the City Council ofthe City of Dublin, on this
16th day of June, 1998, by the following votes:
AYES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
/-
CITY CLERK
.
G:\PA97-01 S\daord
3.
City of Dublin
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BETWEEN THE
CrTYOF DUBLIN
AND
THE SURPLUS PROPERTY AUTHORITY
OFTHECOUNTYOF~EDA
FOR THE JEFFERSON AT DUBLIN PROJECT
IEXI-iIBiT L
.
.
.
.
.'
.
TABLE OF CONTENTS
1.
Description of Property. ........................................ 2
2.
Interest of Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.
Relationship of City and Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.
Effective Date and Term. ........................................ 3
4.1 Effective Date. ........................................... 3
4.2 Ihnn.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.
Use of the Property. ........................................ . . . . 3
5.1 Right to Develop ......................................... 3
5.2 Permitted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.3 Additional Conditions ..................................... 3
6.
Applicable Rules. RegJilations and Official Policies .................... 4
6.1 Rules re Permitted Uses . . . . . . . . . . . . . . . . . . . . ~ . . . . . . . . . . . . . . . 4
6.2 Rules re DesigJ1 and Construction ............................ 5
6.3 Uniform Codes Applicable . . . . . . . . . . . . . . . . . . . . ; . . . . . . . . . . . . . 5
7. Subsequently Enacted Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 5
7.1 New Rules and Revliations ................................. 5
? .2 Approval of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7.3 Moratorium Not Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Subsequently Enacted or Revised Fees. Assessments and Taxes. . . . . . . . . . . 6
8.1 Fees. Exactions. Dedications ................................ 6
8.2 Revised Application Fees ................................... 6
8.3 New Taxes .............................................. 6
8.4 Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.5 Vote on Future Assessments and Fees ......................... 7
9. Amendment or Cancellation . . . . . . . . . . . . . . . . . . .-:'. . . . . . . . . . . . . . . . . . 7
9.1 Modification Because of Conflict with State or Federal Laws ......' '7
9.2 Amendment by Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Dublin/Alameda Development Agreement
Jefferson at Dublin Project
Tabi~ of Contents - Page i of Hi
May 12, 1998
9.3
9.4
Insubstantial Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Cancellation bv Mutual Consent .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
.
.
10. Term of Project Approvals ........................................ 8
II. Annual Review .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11.1 Review Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11.2 Initiation of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11.3 Staff Reports ............................................ 8
11.4 ~ ..................................................8
12. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.1 Other Remedies Available .................................. 9
12.2 Notice and Cure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.3 No Damages Against CITi" ................................. 9
13. Estoppel Certificate ............................................ 9
14. Mortgagee Protection: Certain Ri~hts of Cure ....................... 10
14.1 Mortga~ee Protection . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . 10
14.2 Mortgagee Not Obligated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 .
14.3 Notice of Default to Mortgagee and Extension of Right to Cure. . . . 10
IS. Severability. . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
16. Attorneys' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
17. Transfers and Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. II
17.1 Right to Ac;sign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
17.2 Release Upon Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17.3 Developer's Right to Retain Specified Rights or Obligations ....... 12
17.4 Permitted Transfer. Purchase or Assienment ................... 12
18. Agreement Runs with the Land .................................. 12
19. Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
/.
20. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r'3
Dublin/Alameda Development Agreement
Jefferson at Dublin Project
'.
Table of Contents - Page ii of iii
May 12, 1998
.
.-
.'
.
21. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
21.1 Public Liability and Property Damage Insurance . . . . . . . . . . . . . . . . 13
21.2 Workers Compensation Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.3 Evidence of Insurance .................................... 14
22. Sewer and Water ............................................. 14
23 . Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
24. Agreement is Entire Understanding ............................... 15
25. Exl1ibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
26. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
27. Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
..-
Dublin/Alameda Development Agreement
Jefferson at Dublin Project
"
Table of Contents - Page iii of iii
May 12, 1998
THIS DEVELOPMENT AGREEMENT is made and entered in the City of ...
Dublin on this _ day of , 1998, by and between the CITY OF
DUBLIN, a Municipal Corporation (hereafter "City"), and the Surplus Property
Authority of Alameda County, a public corporation (hereafter "Developer"), pursuant
to the authority of ~~ 65864 et seq. of the California Government Code and Dublin
Municipal Code, Chapter 8.12.
RECITALS
A California Government Code ~~ 65864 et seq. and Chapter 8.56 of
the Dublin Municipal Code (hereafter "Chapter 8.56") 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; and
B. The City Council adopted the Eastern Dublin Specific Plan by
Resolution No. 53-93 which Plan is applicable to the Property; and
C. The Eastern Dublin Specific Plan requires DEVELOPER to enter
into a development agreement; and
.
D. DEVELOPER desires to develop and holds legal interest in certain
real property consisting of approximately 16.17 acres of land, located in the City of
Dublin, County of Alameda, State of California, which is more particularly described
in Exhibit A attached he=:~o and incorporated herein by this reference, and which
real property is hereafter called the "Property"; and
E. DEVELOPER proposes the development of the Property with a 368-
unit multi-family apartment complex (the "Project"); and
F. DEVELOPER has applied for, and CITY has approved or is
processing, various land use approvals in connection with the development of the
Project, induding a PD District rezoning induding the Development Plan (Ord. No.
4-98), parcel map (City Council Resoluton No. 35-98), and site development review
(Planning Commission Res. No. 98-04) (collectively, together with any approvals or
permits now or hereafLer issued with respect to the Project, the "Project Approvals");
and /
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 1 of 16
May 12, 1998
.
.
.
.
G. CITY desires the timely, efficient~ orderly and proper development
of said Project; and
H. The City Council has found that, among other things, this
Development Agreement is consistent with its General Plan and the Eastern Dublin
Specific Plan and has been reviewed and evaluated in accordance with Chapter 8.56;
and
1. CITY and DEVELOPER have reached agreement and desire to
eA-press herein a Development Agreement that will facilitate development of the
Project subject to conditions set forth herein; and
J. Pursuant to the California Environmental Quality Act (CEQA) the
City has found, pursuant to CEQA Guidelines section 15182, that the Project is
within the scope of the Final Environmental Impact Report for the Eastern Dublin
General Plan Amendment and Specific Plan which was certified by the Council by
Resolution No. 51-93 and the Addenda dated May 4, 1993 and August 22, 1994
(the "EIR") and found that the EIR was adequate for this Agreement; and
K. On
adopted Ordinance No.
ordinance took effect on
, 1998, the City Council of the City of Dublin
approving this Development Agreement. The
,1998.
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
1. Description of Property.
The Property which is the subject of this Development Agreement is
described in Exhibit A attached hereto ("Property").
2. Interest of Developer.
The DEVELOPER has a legal or equitable interest in the Property in
that it owns the Property in fee simple.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 2 of 16
May 12, 1998
3. Relationship of City and Developer.
.
It is understood that this Agreement is a contract that has been
negotiated and voluntarily entered into by CITY and DEVELOPER and that the
DEVELOPER is not an agent of CITY. The CITY and DEVELOPER hereby
renounce the existence of any form of joint venture or partnership between them, and
agree that nothing contained herein or in any document executed in connection
herewith shall be construed as making the CITY and DEVELOPER joint venturers or
partners.
4. Effective Date and Term.
4.1 Effective Date. The effective date of this Agreement shall
be the date upon which this Agreement is signed by the CITY.
4.2 Term. The term of this Development Agreement shall
commence on the effective date and extend five (5) years thereafter, unless said term
is otherwise terminated or modified by circumstances set forth in this Agreement.
5. Use of the Property.
5.1 Right to Develop. Developer shall have the vested right to
develop the Project on the Property in accordance with the terms and conditions of
this Agreement, the Project Approvals (as and when issued), and any amendments to
any of them as shall, from time to time, be approved pursuant to this Agreement.
.
5.2 Permitted Uses. The pennitted uses of the Property, the
density and intensity of use, the maximum height, bulk and size of proposed
buildings, provisions for reservation or dedication of land for public purposes and
location and maintenance of on-site and off-site improvements, location of public
utilities (operated by CITI) and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project
Approvals and any amendments to this Agreement or the Project Approvals.
5.3 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 3 of 16
May 12, 1998o
.
.
.
.
5.3.1 Subsequent Discretionary Approvals.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions. (These conditions do not affect Developer's
responsibility to obtain all other land use approvals required by the
ordinances of the City of Dublin.)
Not Applicable
5.3.2 Mitigation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or
mitigate adverse environmental impacts of the Project or otherwise
relating to development of the Project.
See Exhibit B
5.3.3 Phasing. Timing. Provisions that the Project be
constructed in specified phases, that construction shall corrunence
within a specified time, and that the Project or any phase thereof be
comFl~ted within a specified time.
See Exhibit B
5.3.4 Financing Plan. Financial plans which identify
necessary capital improvements such as streets and utilities and
sources of funding.
See Exhibit B
5.3.5 Fees. Dedications. Terms relating to payment of
fees or dedication of property.
See Exhibit B
5.3.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit ,B
5.3.7 Miscellaneous. Miscellaneous terms.
See Exhibit B
6. Applicable Rules. ReVIlations and Official Policies.
,r
6.1 Rules re Permitted Uses. For the term of this Agreement,
the CitYs ordinances, resolutions, rules, regulations and official policies governing the
Dublin! Alameda Development Agreement
for Jefferson at Dublin Project
Page 4 of 16
May 12. 1998
permitted uses of the Property, governing density and intensity of use of the Property .
and the maximum height, bulk and size of proposed buildings shall be those in force
and effect on the Effective Date of this Agreement.
6.2 Rules re Design and Construction. Unless otherwise
expressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official policies governing design, improvement and
construction standards and specifications applicable to the Project. shall be those in
force and effect at the time of the applicable discretionary Project Approval.
Ordinances, resolutions, rules, regulations and official policies governing design,
improvement and construction standards. and specifications applicable :c public
improvements to be constructed by Developer shall be those in force and effect at the
time of the applicable permit approval.
6.3 Uniform Codes Applicable. Unless expressly provided in
Paragraph 5 of this Agreement, the Project shall be constructed in accordance with
the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire
Codes and Title 24 of the California Code of Regulations, relating to Building
Standards, in effect at the time of approval of the appropriate building, grading, or
other construction permits for the Project.
7.
Subsequently Enacted Rules and Regulations.
.
7.1 New Rules and Regulations. During the term of this
Agreement, the City may apply new or modified ordinances, resolutions, rules,
regulations and official policies of the City to the Property which were not in force
and effect on the Effective Date of this Agreement and which are not in conflict with
those applicable to the Property as set forth in this Agreement if: (a) the application
of such new or modified ordinances, resolutions, rules, regulations or official policies
would not prevent, impose a substantial financial burden on, or materially delay
development of the Property as contemplated by this Agreement and the Project
Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies
have general applicability.
7.2 Approval of Application. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of such new or modified
ordinances, resolutions, rules, regulations and policies except that such subsequent
actions shall be subject to any conditions, terms, restrictions, and requirements
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 5 of 16
May 12. 1998
.
_.
.
.
.
eA-pressly set forth herein.
7.3 Moratorium Not Applicable. Notwithstanding anything to
the contrary contained herein, in the event an ordinance, resolution or other measure
is enacted, whether by action of CITY, by initiative, referendum, or otherwise, that
imposes a building moratorium which affects the Project on all or any part of the
Property, CITY agrees that such ordinance, resolution or other measure shall not
apply to the Project, the Property, this Agreement or the Project Approvals unless the
building moratorium is imposed as part of a declaration of a local emergency or state
of emergency as defined in Government Code ~ 8558.
8. Subsequently Enacted or Revised Fees. Assessments and Taxes.
8.1 Fees. Exactions. Dedications. CITY and DEVELOPER
agree that the fees payable and exactions required in connection with the
development of the Project for purposes of mitigating environmental and other
impacts of the Project, providing infrastructure for the Project and complying with
the Specific Plan shall be those set forth in Ordinance No. 4-98 (including the
Development Plan), the parcel map and site development review and in this
Agreement (including Exhibit B). The CITY shall not impose or require payment of
any other fees, dedications of land, or construction of any public improvement or
facilities, shall not increase or accelerate existing fees, dedications of land or
constnlction of public improvements, in connection with any subsequent
discretionary approval for the Property, except as set forth in Ordinance No. 4-98,
the parcel map and site development review and this Agreement (including Exhibit
B, subparagraph 5.3.5).
8.2 Revised Application Fees. Any existing application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (1) such fees have general applicability; (2)
the application of such fees to the Property is prospective; and (3) the application of
such fees would not prevent development in accordance with this Agreement. By so
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
application, processing and/or inspection fees.
8.3 New Taxes. Any subsequently enacted city-wide taxes shall
apply to the Project provided that: (1) the application of such taxes to the Property .
is prospective; and (2) the application of such taxes would not prevent development
in accordance with this Agreement. By so agreeing. DEVELOPER does not waive its
Dublin! Alameda Development Agreement
for Jefferson at Dublin Project
Page 6 of 16
May 12, 1998
rights to challenge the legality of any such taxes.
8.4 Assessments. So long as the same does not conflict with
any term or condition of this Agreement, nothing herein shall be construed to relieve
the Property from assessments levied against it by City pursuant to any statutory
procedure for the assessment of property to pay for infrastructure and/or services
which benefit the Property.
8.5 Vote on Future Assessments and Fees. In the event that
any assessment, fee or charge which is applicable to the Property is subject to Article
XIIID of the Constitution and DEVELOPER does not return its ballot after receiving
the same in the ordinary course, DEVELOPER agrees, on behalf of itself and its
successors, that CITY may count DEVELOPER's ballot as affirmatively voting in
favor of such assessment, fee or charge.
9. Amendment or Cancellation.
9.1 Modification Because of Conflict with State or Federal
Laws. In the event that state or federal laws or regulations enacted after the effective
date of this Agreement prevent or preclude compliance with one or more provisions of
this Agreement or require changes in plans, maps or permits approved by the City,
the parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply with such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance with Chapter 8.12.
9.2 Amendment by Mutual Consent. This Agreement may be
amended in writing from time to time by mutual consent of the parties hereto.All
such amendments shall be in accordance with the procedures of State law and
Chapter 8.56.
9.3 Insubstantial Amendments. Notwithstanding the
provisions of the second sentence of the preceding paragraph 9.2, any amendments to
this Agreement which do not relate to. (a) the term of the Agreement as provided in
paragraph 4.2; (b) the permitted uses of the Property as provided in paragraph 5.2;
(c) provisions for "significant" reservation or dedication ofland as provided in Exhibit
B; (d) conditions, terms, restrictions or requirements for subsequent discretionary
actions; (e) the density or intensity of use of the Project; (f) the maximum height or
size of proposed buildings; or (g) monetary contributions by DEVELOPER as
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 7 of 16
May 12, 1998
.
."
.
.
.
.
provided in this Agreement, shall not, except to the extent otherwise required by law,
require notice or public hearing before either the Planning Commission or the City
Council before the parties may execute an amendment hereto. CITY's Public Works
Director shall determine whether a reservation or dedication is "significant".
9.4 Cancellation by Mutual Consent. Except as otherwise
permitted herein, this Agreement may be canceled in whole or in part only by the
mutual written consent of the parties or their successors in interest, in accordance
with the provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and
Exhibit B of this Agreement prior to the date of cancellation shall be retained by
CITY.
10. Term of Project Approvals.
Pursuant to California Government Code Section 66452.6(a), the
term of the parcel map described in Redtal F above shall automatically be extended
for the term of this Agreement. The term of any other Project Approval shall be
extended only if so provided in Exhibit B.
11. Annual Review.
11.1 Review Date. The annual review date for this Agreement
shall be August 15, 1999 and each August 15 thereafter.
11.2 Initiation of Review. The CITIs Community
Development Director shall initiate the annual review, as required under
Section 8.56.140 of Chapter 8.56, by giving to DEVELOPER thirty (30) days'
written notice that the CITY intends to undertake such review. DEVELOPER shall
provide evidence to the Community Development Director prior to the hearing on
the annual review, as and when reasonably determined necessary by the Community
Development Director, to demonstrate good faith compliance with the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compliance is upon the DEVELOPER.
11.3 Staff Reports. To the extent practical, CITY shall deposit
in the mail and fax to DEVELOPER a copy of all staff reportS, and related exhibits
concerning contract performance at least five (5) days prior to any annual review.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 8 of 16
May 12, 1998
(
11.4 ~. Costs reasonably incurred by CITY in connection
with the annual review shall be paid by DEVELOPER in accordance with the City's .
schedule of fees in effect at the time of review.
12. Default.
12.1 Other Remedies Available. Upon the occurrence of an
event of default, the parties may pursue all other remedies at law or in equity which
are not otherwise provided for in this Agreement or in City's regulations governing
development agreements, expressly including the remedy of specific performance of
this Agreement.
12.2 Notice and Cure. Upon the occurrence of an event of
default by either party, the nondefaulting party shall serve written notice of such
default upon the defaulting party. If the default is not cured by the defaulting party
within thirty (30) days after service of such notice of default, the nondefaulting party
may then commence any legal or equitable action to enforce its rights under this
Agreement; provided, however, that if the default cannot be cured within such thirty
(30) day period, the nondefaulting party shall refrain from any such legal or equitable
action so long as the defaulting party begins to cure such default within such thirty
(30) day period and diligently pursues such cure to completion. Failure to give notice
shall not constitute a waiver of any default.
.
12.3 No Dama~es Against CITY. In no evpnt shall damages be
awarded against CITY upon an event of default or upon termination of this
Agreement.
13. Estoppel Certificate.
Either party may, at any time, and from time to time, request
written notice from the other party requesting such party to certify in writing that,
(a) this Agreement is in full force and effect and a binding obligation of the parties,
(b) this Agreement has not been amended or modified either orally or in writing, or if
so amended, identifying the amendments, and (c) to the knowledge of the certifying
party the requesting party is not in default in the performance of its obligations under
this Agreement, or if in default, to describe therein the nature and amount of any
such defaults. A party receiving a request hereunder shall execute and return such
certificate within thirty (30) days following the receipt thereof, or such longer period
as may reasonably be agreed to by the parties. City Manager of City shall be
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 9 of 16
May 12, 1998
.
.
.
.
authorized to execute any certificate requested by DEVELOPER. Should the party
receiving the request not execute and return such certificate within the applicable
period, this shall not be deemed to be a default, provided that such party shall be
deemed to have certified that the statements in clauses (a) through (c) of this section
are true, and any party may rely on such deemed certification.
14. Mortgagee Protection: Certain Ri~hts of Cure.
14.1 Mortgagee Protection. This Agreement shall be superior
and senior to any lien placed upon the Property, or any portion thereof after the date
of recording this Agreement, including the lien for any deed of trust or mortgage
("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render
invalid, diminish or impair the lien of any Mortgage made in good faith and for value,
but all the terms and conditions contained in this Agreement shall be binding upon
and effective against any person or entity, including any deed of trust beneficiary or
mortgagee ("Mortgagee") who acquires title to the Property, or any portion thereof,
by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
14.2 Mortgagee Not Obligated. Notwithstanc~:1g the provisions
of Section 14.1 above, no Mortgagee shall have any obligation or duty under this
Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or
complete the construction of improvements, or to guarantee such construction of
improvements, or to guarantee such construction or completion, or to pay, perform or
provide any fee, dedication, improvements or other exaction or imposition; provided,
however, that a Mortgagee shall not be entitled to devote the Property to any uses or
to construct any improvements thereon other than those uses or improvements
provided for or authorized by the Project Approvals or by this Agreement.
14.3 Notice of Default to Mortgagee and Extension of Right to
Cure. If CITY receives notice from a Mortgagee requesting a copy of any notice of
default given DEVELOPER hereunder and specifying the address for service thereof,
then CITY shall deliver to such Mortgagee, concurrently with service thereon to
DEVELOPER, any notice given to DEVELOPER with respect to any claim by CITY
that DEVELOPER has committed an event of default. Each Mortgagee shall have
the right during the same period available to DEVELOPER to cure or remedy, or to
conunence to cure or remedy, the event of default claimed set forth in the CITI's
notice. CITY, through its City Manager, may extend the thirty-day cure period
provided in paragraph 12.2 for not more than an additional sixty (60) days upon
request of DEVELOPER or a Mortgagee.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 10 of 16
May 12, 1998
IS. Severability.
The unenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
16. Attorneys' Fees and Costs.
If CITY or DEVELOPER initiates any action at law or in equity to
enforce or interpret the terms and conditions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs in addition to any
other relief to which it may otherwise be entitled. If any person or entity not a party
to this Agreement initiates an action at law or in equity to challenge the validity of
any provision of this Agreement or the Project Approvals, the parties shall cooperate
in defending such action. DEVELOPER shall bear its own costs of defense as a real
party in interest in any such action, and shall reimburse CITY for all reasonable court
costs and attorneys' fees expended by CITY in defense of any such action or other
proceeding.
17. Transfers and Assignments.
17.1 Rieht to Assign. It is anticipated that DEVELOPER will
sell the Property to another developer. All of DEVELOPER'S rights, interests and
obligations hereunder may be transferred, sold or assigned in conjunction with the
transfer, sale, or assignment of all of the Property subject hereto at any time during
me term of this Agreement, provided that no transfer, sale or assigrunent of
DEVELOPER's rights, interests and obligations hereunder shall occur without the
prior written notice to CITY and approval by the City Manager, which approval shall
not be wrreasonably withheld or delayed. The City Manager shall consider and
decide the matter 'Within 10 calendar days after DEVELOPER's notice, provided all
necessary documents, certifications and other information are provided to the City
Manager.
17.2 Release Upon Transfer. Upon the transfer, sale, or
assigrunent of all of DEVELOPER's rights, interests and obligations hereunder
pursuant to subparagraph 17.1 of this Agreement, D EVELO PER shall be released
from the obligations under this Agreement, 'With respect to the Property transferred,
sold, or assigned, arising subsequent to the date of City Manager approval of such
transfer, sale, or assigrunent; provided, however, that if any transferee, purchaser, or
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 11 of 16
May 12, 1998
.
.
.
.
.
.
assignee approved by the City Manager expressly asswnes all of the rights, interests
and obligations of DEVELOPER under this Agreement, DEVELOPER shall be
released with respect to all such rights, interests and assumed obligations. In any
event, the transferee, purchaser, or assignee shall be subject to all the provisions
hereof and shall provide all necessary documents, certifications and other necessary
information prior to City Manager approval.
17.3 Developer's Right to Retain Specified Pjg~-t:.s or
Obligations. Notwithstanding subparagraphs 17.1 and 17.2 and paragraph 18,
DEVELOPER may vvithhold from a sale, transfer or assignment of this Agreement
certain rights, interests and/or obligations which DEVELOPER shall retain, provided
that DEVELOPER specifies such rights, interests.and/or obligations in a written
document to be appended to this Agreement and recorded with the Alameda County
Recorder prior to the sale, transfer or assignment of the Property. DEVELOPER's
purchaser, transferee or assignee shall then have no interest or obligations for such
rights, interests and obligations and this Agreement shall remain applicable to
DE"fELOPER with respect to such retained rights, interests and/or obligations.
1 7.4 Permitted Transfer. Purchase or Assi!7lment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering
DEVELOPER'S interest in the Property shall not require City Manager approval
pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subject to the provisions of paragraph 17.1.
18. Agreement Runs with the Land.
All of the provisions, rights, terms, covenants, and obligations
contained in this Agreement, except those retained by DEVELOPER pursuant to
Section 17.3, shall be binding upon the parties and their respective heirs,- successors
and assignees, representatives, lessees, and all other persons acquiring the Property, or
any portion thereof, or any interest therein, whether by operation of law or in any
manner whatsoever. All of the provisions of this Agreement, except those retained by
DEVELOPER pursuant to Section 17.3, shall be enforceable as equitable servitude
and shall constitute covenants nmning with the land pursuant to applicable laws,
including, but not limited to, Section 1468 of the Civil Code' of the State of
California. Except for any covenant retained by DEVELOPER pursuant to Section
17.3, each covenant to do, or refrain from doing, some act on the Property hereunder,
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 12 of 16
May 12, 1998
or with respect to any owned property, (a) is for the benefit of such properties and is
a burden upon such properties, (b) runs with such properties, and (c) is binding upon .
each party and each successive owner during its ownership of such properties or any
portion thereof, and sh31l be a benefit to and a burden upon each party and its
property hereunder and each other person succeeding to an interest in such
properties.
19. Bankruptcy.
The obligations of this Agreement shall not be dischargeable in
bankruptcy .
20. Indemnification.
DEVELOPER agrees to indemnify, defend and hold harmless CITY,
and its elected and appointed councils, boards, corrunissions, officers, agents,
employees, and representatives from any and all claims, costs (including legal fees and
costs) and liability for any personal injury or property damage which may arise
directly or indirectly as a result of any actions or inactions by the DEVELOPER, or
any actions or inactions of DEVELOPER's contractors, subcontractors, agents, or
employees in connection with the construction, improvement, operation, or .
maintenance of the Project, provided that DEVELOPER shall have no
indemnification obligation with respect to negligence or wrongful conduct of CITY,
its contractors, subcontractors, agents or employees or with respect to the
maintenance, use or condition of any improvement after the time it has been
dedicated to and accepted by the CITY or another public entity (except as provided
in an improvement agreement or maintenance bond).
21. Insurance.
21.1 Public Liability and Property Damage Insurance. During
the term of this Agreement, DEVELOPER shall maintain in effect a policy of
comprehensive general liability insurance with a per-occurrence combined single limit
of not less than one million dollars ($1,000,000.00) and a deductible of not more
than ten thousand dollars ($10,000.00) per claim. The policy so maintained by
DEVELOPER shall name the CITY as an additional insured and shall include either a
severability of interest clause or cross-liability endorsement. Notwithstanding the
foregoing, as long as the Surplus Property Authority of Alameda County is the
"Developer" it may self insure to satisfy the foregoing requirements.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 13 of 16
May 12, 1998
.
.~.
21.2 Workers Compensation Insurance. During the term of this
Agreement DEVELOPER shall maintain Worker's Compensation insurance for all
persons employed by DEVELOPER for work at the Project site. DEVELOPER shall
require each contractor and subcontractor similarly to provide Worker's
Compensation insurance for its respective employees. DEVELOPER agrees to
indenmify the City for any damage resulting from DEVELOPER's failure to maintain
any such insurance.
21.3 Evidence of Insurance. Prior to City Council approval of
this Agreement, DEVELOPER shall furnish CITY satisfactory evidence of the
insurance required in Sections 21.1 and 21.2 and evidence that the carrier is required
to give the CITY at least fifteen days prior written notice of the cancellation or
reduction in coverage of a policy. The insurance shall extend to the CITY, its elective
and appointive boards, commissions, officers, agents, employees and representatives
and to DEVELOPER performing work on the Project.
22. Sewer and Water.
DEVELOPER aclmowledges that it must obtain water and sewer
permits from the Dublin San Ramon Services District ("DSRSD") which is another
. public agency not within the control of CITY.
23. Notices.
All notices required or provided for under this Agreement shall be in
writing. Notices required to be given to CITY shall be addressed as follows:
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
Notices required to be given to DEVELOPER shall be addressed as follows:
Patrick Cashman
Project Director
Surplus Property Authority of Alameda CoUnty
225 W. Winton Avenue, Room 151
Hayward, CA 94544
.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 14 of 16
May 12, 1998
and
Adolph Martinelli
Director of Community Development Agency
County of Alameda
399 Elmhurst Street
Hayward, CA 94544
.-
A party may change address by giving notice in writing to the other party and
thereafter all notices shall be addressed and transmitted to the new address. Notices
shall be deemed given and received upon personal delivery, or if mailed, upon the
expiration of 48 hours after being deposited in the United States Mail. Notices may
also be given by overnight courier which shall be deemed given the following day or
by facsimile transmission which shall be deemed given upon verification of receipt.
24. Av-eement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement
of the parties.
25. Exhibits.
.-;
The following documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full: .
Exhibit A Legal Description of Property
Exhibit B Additional Conditions
26. Counterparts.
This Agreement is executed in two (2) duplicate originals, each of
which is deemed to be an original.
27. Recordation.
CITY shall record a copy of this Agreement within ten days
following execution by all parties. ,.-
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 15 of 16
May 12, 1998
.
~-
.
.
.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date and year first above vvritten.
CITY OF DUBLIN:
By:
Mayor
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
City Attorney
Surplus Property Authority of Alameda County:
Date:
Adolph Martinelli
Its MaJ).ager
APPROVED AS TO FORM:
Attorney for Surplus Property
Authority of the County of Alameda
(NOTARIZATION ATTACHED)
EHS:rja
J:\WPD\MNRSW\114\108\AGREE\TPI_DA518
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project
Page 16 of 16
May 12, 1998
EXHIBIT A
Description of the Property
.
[INSERT LEGAL DESCRIPTION]
.
/.
.
.
State of California )
) ss.
County of Alameda )
On
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence)
before me, a Notary Public,
.
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/shelthey 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.
WITNESS my hand and official seal.
NOTARY PUBLIC
-'
.;
('
~:
n
"'-""
SCHEDULE A
o
.Order No:
9710147 MEW
Your Ref:
1. The estate or interest in the land hereinafter described or referred to covered by this report is:
.
A FEE
2. Tille to said estate or interest at the date hereof is vested in:
SURPLUS PROPERTY AUTHORITY OF THE COUNTY OF ALA~EDA, CALIFORNIA, A PUBLIC
CORPORATION
3. The land referred to in this report is situated in the State of California, County of Alameda
and is described as follows:
CITY OF DUBLIN
~~CEL TWO OF PARCEL MAP NO. 7257, FILED APRIL 13, 1998, IN BOOK 234 OF
PARCEL YAPS, AT PAGES 65 THROUGH 71, Ah~~EDA COUNTY RECORDS.
~SSESSOR'S PARCEL NO. 986-0001-001-10 (PORTION)
..
EXHIBIT R
Pt=E..A -10/3'/;:DI-.
-- ~.. -- - - - . --.. ~ - - - .-
. EXHIBIT B .
Additional Conditions
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subparagraph 5.3.1 -- Subsequent Discretionary Approvals
None.
Subparagraph 5.3.2 -- Mitigation Conditions
Subsection a.
Infrastructure Sequencing Program
The Infrastructure Sequencing Program for the Project is set forth
below.
(i) Roads:
.
Except for those improvements set forth below, Developer shall
complete all road improvements to serve the project site (including both on-site and
off-site improvements) in accordance with the Site Development Review conditions
(Planning Commission Resolution No. 98-04) prior to issuance of the First
Certification of Occupancy. All such road improvements shall be constructed to the
satisfaction and requirements of the CITY's Public Works Director.
A. Traffic Signal at (Hacienda Drive and <<S" Street
DEVELOPER will pay OTY $45,000 (which is estimated
to be 25% of the total cost) at the time of issuance of the first building permit to
fund the cost of a traffic signal at Hacienda Drive and "s" Street. If the total cost of
the signal (including construction, interconnections, design and contingencies) is in
excess of $180,000, DEVELOPER shall pay 25% of the excess to CITY within 30
days of demand therefore. If the total cost of the signal is less than $180,000, CITY
shall refund 25% of the difference to DEVELOPER within 30 days of acceptance of
the signal by the City. DEVELOPER'S obligation under this'paragraph shall
terminate if and when the full cost of the traffic signal is provided for and guaranteed
by DEVELOPER or others.
.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page 1 of 11
May 12. 1998
I --
B.
1-580 at Santa Rita Roadffassajara Road Eastbound Off
Ramp (Condition 29. SDR Resolution 98-04)
.'
The Public Works Director shall determine when the eastbonnd
off-ramp from 1-580 at the Santa Rita/Tassajara Road exit shall be widened or
restriped to provide one exclusive through lane and two left-turn lanes (with the
existing free right-turn lane remaining). In conjunction with this improvement, the
traffic signal shall be modified to provide protected left-turn phasing on the east and
west legs (removing the existing split phasing). The Public Works Director shall also
determine when the westbound approach on Pimlico Drive will need to provide a
second left turn lane.
Within one year of notification by the Public Works Director,
unless otherwise constructed by others and provided consent from Caltrans and the
City of Pleasanton, if necessary, has been obtained, DEVELOPER shall design and
construct these improvements to the satisfaction of the Public Works Director with
input from the City of Pleasanton where applicable. To the extent practical, the
notice shall be timed so that the work shall be completed immediately prior to the
point where Level of Service E occurs.
C.
Traffic Signal -- Tassajara Road at Gleason Drive (Condition
No. 27. SDR Resolution 98-04)
.
DEVELOPER will construct the traffic signal at Tassajara Road
and Gleason Drive, unless constructed by others. Within one year of notification
from the Public Works Director, DEVELOPER shall construct such signal.
D. Dublin Boulevard West of the Project (Condition No. 31
SDR Resolution 98-04)
The DEVELOPER shall extend the new alignment for Dublin
Boulevard from the BART westerly access road to Hacienda Drive (at Dublin
Boulevard adjacent to the Hacienda Crossings Project) to four lanes including 81
shoulders. .
DEVELOPER shall construct a minimum of 5 foot wide
pedestrian path on the north side of Dublin Boulevard from Hacienda Drive to the
SP right-of-way.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
(
Page 2 of 11
May 12, 1998
.
.
.
.
Within one year of notification by the Public Works Director,
DEVELOPER shall design and construct these improvements to the satisfaction of
the Public Works Director. To the extent practical, the notice shall be timed so that
the work shall be completed immediately prior to the point where Level of Service E
occurs.
E.
Tassajara Road (1-580 to North of Dublin Boulevard)
(Condition No. 29. SDR Resolucion 98.04)
No later than March I, 1999, DEVELOPER will widen Tassajara
Road to four through lanes between Dublin Boulevard and 1-580. The widening shall
consist of: two northbound lanes, two southbound lanes, two northbound left-turn
lanes and two shoulders. The widening shall extend north of Dublin Boulevard with
smooth transition to existing conditions and shall include relocation of the existing
traffic signal at Dublin Boulevard.
Within thirty (30) days of the Effective Date, DEVELOPER shall
provide CITY with security for the costs of design and construction of the
improvements described in subsection (E) above in an amount satisfactory to the
Public Works Director. The security shall consist of a performance bond and labor
and materials bond as set forth in Subparagraph 5.3.2, subsection (b)(iii) below.
Notwithstanding the preceding paragraph, DEVELOPER shall not be
required to post a performance bond and labor and materials bond to secure the
improvements described in this subsection (E) if a performance bond and a labor and
materials bond are provided to CITY by another developer pursuant to a different
. development agreement. In addition, if DEVELOPER does provide CITY with such
bonds within 30 days of the Effective Date hereof and another developer
subsequently provides bonds to CITY before March I, 1999 to secure the identical
improvements, CITY will return the bonds to DEVELOPER within five working days
of receipt of the bonds from another developer. .As used in this paragraph, "another
developer" may be DEVELOPER.
F. Miscellaneous
The- obligation of subsection (A) to (E) above shall be of no force
or effect until DEVELOPER obtains the first building pennitrfor the Project. Once
effective, such obligations shall survive tennination of this Agreement.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page 3 of II
May 12, 1998
The CITY may impose a condition on future projects which
benefit from the improvements described in subsection (B) above to contribute such .
future project's share of the cost of the improvement provided the improvement is
not constructed by DEVELOPER prior to the approval of such future projects.
DEVELOPER shall be responsible for transitioning existing
improvements to match improvements required by this Agreement, including
dedications, to the satisfaction of the CITY's Public Works Director.
(ii) Sewer
All sanitary sewer improvements to serve the project site shall be
completed prior to paving any street under which the improvements are located in
accordance "With SDR Resolution No. 98-04 and DSRSD requirements.
(iii) Water
An all weather roadway and an approved hydrant and water
supply system shall be available and in service at the site in accordance "With SDR
Resolution 98-04 and to the satisfaction and requirements of the CITY's fire
department. .
All potable water system components to serve the project site (or
any recorded phase of the Project) shall be completed in accordance with SDR
Resolution 98-04 and DSRSD requirements.
Recycled water lines shall be installed in accordance "With SDR
Resolution 98-04.
(iv) Storm Drainage
Prior to issuance of the first Certificate of Occupancy for any
building which is part of the Project, the off-site storm drainage systems that serve
the Project, as well as on site drainage systems to the areas to be occupied, shall be
improved to the satisfaction and requirements of the Dublin Public Works
Department applying CITYs and Zone 7 (Alameda County Flood Control and Water
Conservation District, Zone 7) standards and policies which/are in force and effect at
the time of issuance of the permit for the proposed improvements and shall be
consistent with the Drainage Plan. The site shall also be protected from storm flow
Dublin!'Alameda Development Agreement
for Jefferson at Dublin Project. Exhibit Bc
Page 4 of 11
May 12, 1998
.
.
.
.
from off site and shall have erosion control measures in place to protect downstream
facilities and properties from erosion and unclean storm water consistent with the
Drainage Plan. As used herein, "Drainage Plan" shall refer to CITY's master drainage
plan.
(v) Other Utilities (e.g. gas. electricity. cable television.
telephone)
Construction of off-site utilities that serve the Project and on site
utilities to the area to be occupied (e.g. gas, electricity, cable television, telephone)
shall be complete prior to issuance of the first Certificate of Occupancy for each
individual building in the Project.
Subsection b.
Miscellaneous
(i) Completion May be Deferred.
Notwithstanding the foregoing, CIT'fs Public Works Director
may, in his or her sole discretion and upon receipt of documentation in a form
satisfactory to the Public Works Director that assures completion, allow
DEVELOPER to defer completion of discrete portions of any of the above public
improvements until after final inspection of the first building permit for the Project if
the Public Works Director determines that to do so would not jeopardize the public
health, safety or welfare. '
(ii) Improvement Agreement
Prior to constructing the Improvements described in
Subparagraph 5.3.2(a) above, DEVELOPER shall submit plans and specifications to
CITIs Public Works Director for review and approval and shall enter into an
improvement agreement with CITY for construction and dedication of the public
facilities. All such improvements shall be constructed in accordance with City's
standards and policies which are in force and effect at the time of issuance of the
permit for, the proposed improvements.
In the event that CITY enters into an Improvement Agreement
with an optionee -of DEVELOPER and accepts bonds from a surety who is obligated .
to such optionee and the option to purchase the Property is not exercised,
DEVELOPER shall remain obligated to construct the improvements which were the
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page 5 oflI
May 12, 1998
subject of the Improvement Agreement. DEVELOPER agrees that in that event it .---
will not be entitled to a building permit for any building(s) on the Property until the
improvements are constructed or DEVELOPER enters into an Improvement
Agreement with CITY secured by bonds, as specified in (iii) below. This paragraph
shall survive termination of the Agreement.
(iii) Bonds
Prior to execution of the Improvement Agreement, DEVELOPER
(or its optionee, with the approval of the Public Works Director) shall provide a cash
monument bond, a performance bond and labor and materials bond or other
adequate security to insure that the Improvements described in Subparagraph
5.3.2(a) will be constructed at the times required by this Development Agreement.
The performance bond or other security shall be in an amount equal to 100% of the
engineer's estimate of the cost to construct the improvements (including design,
engineering, administration, and inspection) and the labor and materials bond shall
be in an amount equal to 50% of the engineer's estimate. The bonds shall be written
by a surety licensed to conduct business in the State of California and approved by
CIITs City Manager.
(iv) Utilities in Public Right-of-Way
.
All sewer, water storm drainage and other utility improvements
which are located within any public street shall be installed prior to paving the public
street.
Subparagraph 5.3.3 -- Phasing. Timing
With the exception of the road improvements described in Subparagraph
5.3.2(a) this Agreement contains no requirements that DEVELOPER must initiate or
complete development of any phase within any period of time set by CITY. It is the
intention of this provision that DEVELOPER be able to develop the Property in
accordance with its own time schedules.
Subparagraph 5.3.4 -- Financing Plan
DEVELOPER will install all road improvements necessary for the Project at its
own cost (subject to credits for certain improvements as provided in Subparagraph
5.3.6 below).
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project * Exhibit B
Page 6 of 11
May 12, 1998
.
.':
.
.
Other infrastructure necessary to provide sewer, potable water, and recycled
water services to the Project will be made available by the Dublin San Ramon
Services District. DEVELOPER has entered into an '~ea Wide Fadlities Agreement"
with the Dublin San Ramon Services District to pay for the cos~ ::;f extending such
services to the Project. Such services shall be provided as set forth in Subparagraph
5.3.2(a)(ii) and (iii) above.
Subparagraph 5.3.5 ~~ Fees. Dedications
DEVELOPER shall pay all impact fees in effect at the time of issuance of
building permits, including those fees listed below.
Subsection a.
Traffic Impact Fees.
DEVELOPER shall pay all traffic impact fees applicable to the Project
which are in effect at the time of issuance of any building permit for the Project.
Such fees include the Traffic Impact Fee for Eastern Dublin established by Resolution
No. 41-96, including any subsequent resolution which revises such fee.
DEVELOPER and CITY acknowledge that DEVELOPER is entitled to
certain credits ("1991 Credits") against payment of the Traffic Impact Fee for Eastern
Dublin by separate agreements previously entered into oetween DEVELOPER and
CITY in 1991. DEVELOPER is also entitled to certain other credits ("Prior
Agreement Credits") against payment of the Traffic Impact Fee for Eastern Dublin by
other development agreements entered into between DEVELOPER and CITY.
DEVELOPER agrees that, notwithstanding its entitlement to such 1991 Credits, its
1991 Credits cannot be applied against payment of the "Section 2" and "Section 3"
portion of the Traffic Impact Fee for Eastern Dublin. DEVELOPER (and its
assignee) will, rather, pay the "Section 2" and "Section 311 portion of the fee in cash.
DEVELOPER further agrees that it (and its assignee) will use the 1991
Credits and/or Prior Agreement Credits against one-half (lh) of the "Section I"
portion of the Traffic Impact Fee for Eastern Dublin. CITY shall determine which of
the 1991 Credits and/or Prior Agreement Credits shall be used pursuant to this
paragraph.
/-
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page 7 of II
May I2, I998
(
Subsection b.
Traffic Impact Fee to Reimburse Pleasanton for
Freeway Interchanges.-
.
DEVELOPER shall pay the Eastern Dublin 1-580 Interchange Fee
established by City of Dublin Resolution No. 11-96 or any subsequent resolution
which revises such Fee. DEVELOPER shall be released from its obligation, as set
forth in the preceding sentence, if a lawsuit is filed challenging the Project approvals,
this Agreement, the City's compliance with CEQA for the Project, the Eastern Dublin
Traffic Impact Fee or any other aspect of the development of the Property.
In the event that the Eastern Dublin 1-580 Interchange Fee does not
become effective because CITY and the City of Pleasanton do not enter into an
agreement, as provided in Resolution No. 11-96, by December 30, 1998,
DEVELOPER agrees that CITY may use the funds collected pursuant to the
preceding paragraph, together with any similar Eastern Dublin 1-580 Interchange Fee
funds collected pursuant to other development agreements between DEVELOPER
and CITY, for any interchange improvements on 1-580.
Subsection c.
Public Facilities Fees.
DEVELOPER shall pay a Public Facilities Fee in the amounts and at the .
times set forth in City of Dublin Resolution No. 32-96, including any subsequent :
resolution which revises such fee.
Notwithstanding the preceding sentence, the amount of the Public
Facilities Fee shall be reduced by the "Community Parks, Land" and "Neighborhood
Parks, Land" component of the Public Facilities Fee. The amount of the "Community
Parks, Land" and "Neighborhood Parks, Land" dedication for the Project is 3.68
acres. DEVELOPER shall satisfy such obligation in two ways.
First, by using DEVELOPER's existing credit of 3.52 acres to which
DEVELOPER is entitled under the "Development Agreement Between the City of
Dublin and the Surplus Property Authority of the County of Alameda for the
SununerGlen Project" (recorded June _, 1998).
Second, DEVELOPER shall dedicate to CITY in fee simple 3.00 acres of
land for the City Park located east of Tassajara Creek. The eXact location of the land
to be dedicated shall be determined by CITY. The land to be dedicated and
underlying groundwater shall be free of hazardous substances. The dedication of .16
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page 8 of 11
May 12, 1998
.
.
.
.
of the total 3.00 acres by DEVELOPER shall satisfy DEVELOPER's obligation under
Dublin Municipal Code Chapter 9.28 (CITY's "Quimby Act Ordinance") for
community park land and neighborhood park land for the Project and shall be a
credit against the portion of the Public Facilities Fee for the Project for "Community
Parks, Land" and "Neighborhood Parks, Land."
The dedication of 2.84 of the total 3.00 acres by DEVELOPER may be
used by DEVELOPER as a credit against its obligation under Dublin Municipal Code
Chapter 9.28 for community park land and neighborhood park land and the portion
of the Public Facilities Fees for ..Community Parks, Land" and "Neighborhood Parks,
Land" for future projects on its remaining Santa Rita property.
Subsection d.
Noise Mitigation Fee.
DEVELOPER shall pay a Noise Mitigation Fee in the amounts and at
the times set forth in City of Dublin Resolution No. 33-96, including any subsequent
resolution which revises such fee.
Subsection e.
School Impact Fees.
School impact fees shall be paid by DEVELOPER in accordance with
Government Code section 53080.
Subsection f.
Fire Impact Fees.
DEVELOPER shall pay a fire facilities fee in the amounts and at the
times set forth in City of Dublin Resolution No. 37-97 including any subsequent
resolution which revises such fee.
Subsection g.
Regional Transportation Impact Fee.
In the event that the Tri-Valley Transportation Council recommends
and the City Council adopts a Regional Transportation Impact Fee to pay for regional
transportation improvements in the Tri-Valley area, DEVELOPER will pay any such
fee in effect at the time of issuance of any building permit or permits for the Project.
By so agreeing, DEVELOPER does not waive its rights to challenge the legality of any
such fee.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page 9 of II
May 12, 1998
1-
Subsection h.
Specific Plan Implementation Fee
.
Prior to issuance of the first building permit for the Project,
DEVELOPER shall pay a "Specific Plan Implementation Fee" in accordance vlith
Resolution No. 16-98.
Subsection i.
Dedications
DEVELOPER agrees to dedicate the following property required for
roadway improvements to CITY in fee simple and both the land and groundwater
shall be free of hazardous substances:
I. The land required to be dedicated by SDR Resolution No. 98-04.
2. A maximum of 68' for Hibernia Drive between S Street and
Central Parkway, to accommodate a right hand turn lane from Central Parkway
northbound on Hibernia Drive as determined by the Public Works Director.
3. Any additional right of way necessary to construct the
intersection improvements and transitions required by the Site Development Review
Resolution and this Agreement.
.
Subparagraph 5.3.6 ~~ Credit
Subsection a.
Illustrative Example
The following is an example for purposes of illustration only and not using
actual numbers of how the payment of the Traffic Impact Fee would be accomplished
in cash and through the use of credits to which DEVELOPER is entitled under other
agreements.
Traffic Impact Fee
Section 1
Section 2
Section 3
$549,300
$164,790
$ 70,630
Total:
$ 784,720
Payment of Traffic Impact Fees
.
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page IO of 11
May 12, I998
.\
.
.
Section I
$274,650 paid by use of "1991 credits" and/or
Prior Agreement Credits
$274,650 paid by cash
Section 2
$164,790 cash
Section 3
$70,630 cash
Subparagraph 5.3.7 -- Miscellaneous
Subsection a.
Landscaping Maintenance Along Streets and Creek
CITY has formed a landscape maintenance district known as the
"Landscape Maintenance Assessment District No. 97-1 (Santa Rita Area)" pursuant
to a petition from DEVELOPER, and imposed an assessment against the Property to
pay for street and creek landscape maintenance. In addition, on September 24, 1996,
DEVELOPER recorded a Declaration of Covenants, Conditions and Restrictions
which covers the Property, whereby DEVELOPER, on behalf of itself and its
successors, has covenanted to pay a "Deed Assessment" to CITY for maintenance of
street and creek landscaping.
/.
J :\WPD\MNRSW\114\1 OB\AGREE\EX _ B.51B
(
Dublin/Alameda Development Agreement
for Jefferson at Dublin Project - Exhibit B
Page 11 of 11
May 12, I998
.
.
.
.-
E
cc
...
Of)
o
...
~
c
o
';
Cll
;..
Cll
1:3
Q,l
~
Q,l
...
';
Cll
OJI
Q,l
Z
'CO
Q,l""'"
.... 0
Cll ·
OJIOO
.. Q\
....
~<
=-
~
-
Of)
=
.-
...
o
.....
.-
=
o
~
=
o
.-
.....
eo:
Of)
.-
.....
.-
Q,l
r;,:]
Cll
-=
=-
Cll
;..
;..
Q,l
..
UJ
.::c:
;..
Cll
=-
~
~
'S
~
';1
u
II)
..r:::
-
4-;
o
r;,:]
=
o
'.0
~
tf.l
II)
~
U
:.=
0..
0..
~
-5
.~
>.
}
o
U
.9
QO
Q\
Q\
""'"
.....
Cll
:;
13
"Cl
=
B
.S
tf.l
..
S
~
o
....
0..
I:lLl
=
'12
o
@'
"Cl'
c:"O
~ II)
1:lLl]
= II)~
-c::
o
-
62 ~
o ~
Eo
=<
.gi:'
gb~
'p ::l
'eO'
1:lLl]
.S [3
~~
08
4-; ....
II) ;>
..r:::=
E-t:t:l
-
=
o
..
-Q,l
Cll_
CJCll
<:Q
'i:
Q,l
;>
I
II)
Q,l = U
= .S ~
Cll - tf.l I:lLl
;.. ;.. Q,l tf.l.5
lJ;.. 0 Q. ."" :.a
eo..~o......~
Q,l .. -'''''.2
e 0 S] t::
E:: U ;:E '0 8.
II)
U
c:
cd
::l
~bO
."" =
."" ~
.9~'2
S 6h t::
.t:: 4-; II)
l:l.oo..
= I:lLl
Q,l Cll c::
- OJ) '=
~;..=c::_
"'00"=1=
=-: - i
o ..... Cll l:l.
Q,= CJ toil .S
rn .-,.......
Q,l Q,l ..c 0..
~~ 88
U
:..::::l _
..c =
~~i
..c ....0 R<
::l ....
a~o
II)
b E -5.B..
. ~::l "Cl "Cl c: I:lLl
CI) ..!. c:: a s '3 I:lLl.S
~ tf.l.a 4-; O.~ ~
acZS ca s ~ a~.g~
l:l. 0) E .~ R<"'S. c: ~ ..E
C:"'II)> .... "=Iu
II) 5 "0 0 ~':e "'S...-.J,g
II) "0'> >. _.... II) '-" .....
~lI)og ~=.,s::::~1I)
] -g a< ~ 8 r-: P:: -g
tf.luBII) ....c:c:"O'U
I:lLlS 1I)0oc:c:
C:',E:;>-5 0..';:..0 m.""
""-11)- .9.5uc::"O
'- ';1 - 2: II) = g:.:::: "5
a ..r:::.~ cd ;; II)S ",.g 0
0.. '" 0.. B "0.... 8 a ~
lI).g 8,;; -0 13 U 4-; ..
o.."'o..~ 1I)tf.l-OE
~ S 0.. t:: '~O "Cl U >'::l
Utf.lcdll) c:1I)-~
.g > 13 iZi a "=I '8'0 .:::
cd 0 U ~ II) S c....r:::.S
.. .....:I >. 8. a "t::.;; ~.-:::: E
..... "O"'l:l. ~OO~cd
~ .-tC::<Ii'1I) Mt>~II)....
e<8-5 Q,lc::::lg~
=1I)1:lc:: ;"cdO~=
~ -5...... II) ~ II).E 'E .:s
.... "0 cd II) Cll;> - 0 0..
:E a'~ ~.... Q,l 8 S e ~
r- \i.B ;3 ~ 8:'~ cd F=
8 - ;> I:lLl E = cd -.S ~
-- I:lLl bB c: Q..:=;:::; ;3 "0 "0
.... S C::'E 0 ..... e<:l E cD l-;
~. ."" - eel..r::: l-; =
"0 ~ 8 II) OJ) tf.l II) = "Cl
'; == 0 .... ;>.. >."'S. 0.. c::
;,;;,a 6h ~ .g ~.-:::: E ~ .5
~ '""" ~ u._ c. '"
Q,l
;..
=
U'l
Cll
Q,l
~
c
o
..
-
eel
OJ)
-
-
-
....
o
4-; '"
o >. 1::
c: g. ~ ..c c.. g.; ..r::: c:
o ~ '"d cd...... to
l-; go = :s! II) .2 1:l 8 ~ ~
o c:: .~ 'S "0 ~ .9 II) "0 ~
] .~ -t3 ~ ~ .~ 1S ~s a ~
.$ 0 II) -5 c.. "0 '" . c::
el,).......... ...::.d' ::l ~ 0 el,)
OJ) II) ..c c: U ~ el,) -a '.o..r::: t
11).... .;gel,) B el,)..c m-el,)
~ B "';>... '" a ..... B 2:; b.().~C:
.... = 0 0 '" c:: .:::: ."" ." t::.
>. ~ -s a ~ s::; ::::l ::l '? ~.t:: c:
...... "0 0 0 cd 0 :::: 1I)::l u.J
~a '].9~"::: E ;:0 OJ)~?:->
:.:::t "'lOt:: 0 ",0 =_-::::
"0 "0 c:: .,;> 0.... ........ ....
II) c:: a3.~ cd.;; t,j..j .S .S ~ 0 u
~ .... :::::l cd ~ 0 >. tf.l 0 "0 II)
~'''o..c~l-; cd =0 ;>O~
o U l:: 0 ~ ..c OJ) c: ..c ';:l
. -5..0 0 ~ 0 ...... ~ c:: ~ '''''...... ~
CI,.) O'''''..c cd - 0 "Cl 0 ..r::: ...::.d ';1 ..c
..c..c;> c: '" 1:l ..:::: U .... ..r::: "0
:s! E'fl:s!'a ~ S ~ ~ :a ~ tf.l ~
::l 0 c.tlo ::l l-;.... U II) .... _ = 0
O....bO 'C'" .... "'0 ....0
..t:: t,j..j _g ~...... 8.9 :.a .... .... :U'.;:I l:J.
tf.l"O;.g.......';1I1)tf.l a) Os SUe
'" B ro....... E >. II) ..c -d .t:: 0.. g cd
~ ~ 6h o~ '" ~ ~ "0 t:: c.. .9 tf.l..8
a - ....... E..;:I ~ "3 i:r 0 tf.l 0 s:: .....
o 0 Pli)o 0 c..::::1 ;> 0 "'='
]~SB~~E ~~=~~~~E
l-; ~'.;:I = ~ 0 U -a....... ;:t Il)e "0 g II)..E tf.l
B.... a) ~ Il) O"~.,.........o .::: II) c::.-:::: ...n ~
'" ~ - ~ c: ...- B tf.l .... "0 cd tf.l ....._
:.a5~l::~~~~gg1S8..r:::s.S~
...... oS 0 .9..t:: ~ ~ E P:: 0 CI) II) u.Cd' ~ U
<OUCI)U_ :EE~
.
.
.
.
.
.
J
3
.,...--"-.-
o
U
C
'"
::l
~Ol)
.- c:::
O:.a 01':1
~ ~.~
&E 'C; 8.
U
:.:::l
.0
:::::l
~
~~
.0'"
::10
o~
o
>.~
~o
c"O
.- =:
roro
.:c..c::
O.~
-0;.,
Cd'+-<
..c::0
01':1 ....
~ ~fi .
0. ..:..::
o 0
....... 0
o o.~
>oU
.gO 0
...."'R
c:.J.1IIIIII @
OS-
.= <
8.8
o.~ B
ou,S
..c ...
f-.oo
tr)-5ti1
~6~
.o'+-<
=.... 0
fI:I '+-< 0
ClI;l.lOl)
~.~]
Co~
o o.~
0:.::"'0"0
CloO
.:P.!::l -:::
- _:::::l 0
.- 0"'.1::
:E~o.
o
U
a
:::::l
~Ol)
.- c:::
.s:a ~
s ti.g
6: 'C5 8.
.~
:0 .....
d: C
COl':l~
:.:::l":"::~
.0 ... ....
::100'
Cl~Cl
_....01':1
oOCd
.c c.t::
en c..... 0
~oc....
ClUES
p.. 01':1 Q., tI)
z80:::::l
"''00
C::l>"'O
"'Ooa
cOI':I"t:l
'a~"" ~
.... ~..c::
.0 ~.=...
0....00
::::: ro 50.0
"'~""':.a
';;!ljg:o
I'l"l.......
~ t).~ B .
UO::l ~1;I.l
;.::::.sO"g~
0. 6 ~'p ~
~ 0 '2 ;:3 ~
o cl:: t: fi b(
~.~ ~~:~
"l:t' 0:2 ~ 8
~ 0..... c:: ~
5 g 'O.~ 6
fI:I..o 01':1 01':1 cu
~uj::roo
i='t::O.tl
::E~Bg~
c c 0...... ~
~8t=:~.g
Cl Cd' C
ell... 'E 0._
':,:: 0 cu 1;I.l..c::
.- c 0 ::I ....
lo:" 0 CU'-
~ e.ol:Q U :::
~
~
~.
cu
0.
c:
ro
~
e.o
c
.~
-2
o
::E g;; .
CO\
.,g .....
~s
'.o~
~
.....
I
e-
o
e.o
c
'E~
croo
,.:gl::.......
l:l..oo
c........ I
;:::engi;
.g~<.
Cll:l..l:l..
.
.
.
,w
4.>
(,)
a
::s
v..
.~ gp
0.-0 v..
.... --g ....
~ 5h'~
.t::..... 0
l:l.oo..
.~
:c ~
::s
]~i
..cl-oo..
::IO~
O~Q
~ ;.-.
,...0
"t:l
o
~
o
::::l
0.8
.0
::::oB
"'-
.c-
v.. '"
v...c
o v..
..."t:l
::Ie:
<I'l '"
~ <I'l
oe:
6 0
'.0
oo~
e: (,)
..... u::
~.....
.9a3
-p.,
,E<I'l
"' e: ..
....0...
.c..... .9
E-<u(,)
liigg
~<I'le:
l-o e: 0
:=0(,)
~uoo
~Oe:
~ ~..'""""
:?l .5 ai
=~ 5h
o.l!d....
.- ~ ~
~ 0.0'
.::fl fr a
_0
.- u 0
:?l .s .s
.9 0....
"t:l 4.> ~ g]~ 4.>.....
~~.s ~8 'O]a rofro oo.s~
j e';,.~~ ~ ~~~.s ~ ~.~ ~ ~~
>> g:o ~.c:> 'D ~ ~ ~ ~ E :0 E a 0::1
~ ~'dv..o ....'0.00 ~::l ~ ~ ue:
5:5 ~.B 0 g -&J~ ..... 6. ~ '5 ~ Cl .c l-o 0 0
.-o.c 0 -5..0 ~ v.. 0 ~ c: .c .c .c ..... v.. ~ 0 -5
U <I'l ... ... ro s:; o.c .-0 p., b.l) "" 0 .... ...... .... 0
S bQ 0..8 ~ 0 E ~ <I'l 13 6::s 'Cii' a 5 e >> N
::l.S J...:.d U ~ ... U B .c V) 0 v....... 6 0. . ~ cd '6
v.. t> 00... ;:< c: ~ ~ 'vJ .~ ....... Cl 8 u 0.. .S g "s: .....
4.> .... ro 0 0 ro ~ _ ~ U 0..... e c:
.0 ro t> ~ "t:l -5 .0 t:; g p., B c: ~..c: ::l 'O.~ c:'a
::::::: :>....... c:... _ 4.> ..... 6 "t:l.9 e: .... ff 4.>s (,) 0 s:;
ro 0 0 ~ 4.> ca:> ~ 0 4.> .... 0 >> . <;::'.0 0
.c ...s U e: 00 ~ .c 0 ;:l (,) .... ~'.o..c . ~ c: ~.-o::s ....
~ ~ B 0.5 0 v.. a J::l ~ '6 J::l ~ as 'c .9 . t:1 ~ ~ 'E
4) "0 4.>'.0 :> 5h B 0 ~ v.. :.:::l v.. J::l ......0 ~ Cd 0. 0. e:
"0 ..... P..~ 0 <I'l .v.;.... 0 ..... 0,) g <I'l'S 4.>;:l 6 _<I'l 4.>
cd 0 6 p.,~ "t:l I 13 U c: ..0 U c: 0"'0 J::l <I'l .~ -5
5h Z3 0 6 .5 ::g c: 1! .g ~ "t:l 8 ~ g ~ E ~ .... gf g
sC:uo ~ o....u C:l-ov..~O ::::l::lOO,):=
::s.s U 0 13 u; .....::l ~ cd 0 ~ U U 'c:d.... .;; - .....
] S.~,.g oilfo 1::: .s ~ ~ "t:l 00:; a E '0 ~.s ~ E 0,)
rocd Cdc::E 0>> ce: ~~o ~v..oo v..::s..c:_g
~ ~.&' '0 ~ 'C5 ~] 'E 8 ~ ~ ~ ~ g ~ .s a '0 ] ~
~.~ ... a 5h~ B B 0 ~~ ~ ..c: ~:~ ~ :9 gf 6 ~; bL
o & 00 ~ 0 0.. . U 00.... 0,) ro?-> 0,) ~ 0 ..3
~ u"' 5 oo.S ~: 4.>13 :E::s!::: p.,.... a .... o..t::.S '"
.... ;:< ..... ~.... .... 0 :>... 0,) 0 ... o:;::l c: 0,)........
B o.~ e' 0 t> '.;::j 4.> ;:.-... 0 U "" ~ . ~ 0 e: p., & 0
ro 1:: ~ 0 ~ lS 13 r,5' ~ ~ . ~ B 00 ~ g ~ 813 8..g 00 c: g
6 ~ .... 6 U 'ge: l.: l::: ~'1:=.5 ~ ~'vJ'2 t: .... g g:sl's:.s'2.9 e
-o~B::::l ::l_M..c::::"t:lro~~o~s:;c:oO"c:~""4.>
<~~~<'O]<~~<a~OCl~~~~~~80~.~
. . . . .. .. gg
. U 0)
....
~.~
.g &g
o 00.....
~.5 ~
a:9o.
;f].s
u
:E e
d: i
c: v..
:.=..:.::
..c....p.,
::l00,)
0:3:0
o
.:.:: -....
~ ~ S
4.> j:l.. >>..c:'c
.c t::""
.......0 ~p.,
.....8.cZ3"tj
ro "tj 00 I:: 0
""",::l00
<I'lo06-
e~C:~8'
"'€~88
gO,)o p.,....
'-o.c C 6 0 .
v.. t:;.O .5h.- =-
O::lc:_.......~
.c 0 ~ 0,).-0 ~
.: Cl 0 ~ ci;f-
o ....... .-o.c 0-
e: 0 U j:l...'O ...
t:lJ):t: e:....... u.8
'vJ O;.::::l 0 .5 >>
Oo.otv..U
'OU::ltijC:a
~aClp.,80..
:::t30~_::l
..... = ~ ... _ U
': 0 ~ "tj 0 (,)
.c....~~~O
L. U - ..... ..c: .......
[""""4.>"t:l::l 0
. . .0' 0 cr'l:l. 0,)
\C....;:.-O...........
Q,l p., 0 ... 0 '"
l-o'O aJit~
:= 0 p., c: tij..o
~ ;:.- ~ 0 o.q:..
~ ~E 5 ~u
,G p.,::::l :> 13 '"
= ~cd 8 ...........
o .......c: o..~ 0
=<I'l<l'lc:c..o
~ g -.:= 6 g
.~.- "'t: "t:l 0 ro
_:> "'U::s
;,;; e.~,9 0,) ~
,G p"C/'.).......c.-
C""l
~
ro
0..
=
ro
p:
bL)
c
'c
B
.2
o
~CIO
=0\
00\
'.;::j .......
"';:""
t:;.Ot:::
'.0 ~
:E
....
I::
i
p.,
o
Cl
00
I::
.....-
1::_
=~o
~t:......
j:l..oO
I:: i:i) 00
..... 0\
::o~,
::lro<
Clj:l..j:l..
'a
e
t;:: g
o bO'.o
;::~&
.$a::::1 '"
.... ::l C
c.. .0 .....
.g
..... &~
o bO 0
tC..s:::
i:ij:.a u
j:l.,- s:::
"'..... ~
......::l_
........0 ~
o bO
.!::l s::
.~ ~:.a
.0 ~~--.........
- "0 C C '3 s:::
~~8i~~i
.g g;:g fr fr.g fr
Cl;;>c..ClClClCl
~ ~
..... a
~ 0
E ~
::a J~ fJ
..r.::l:I..'"
'" "'0 ..s
ufJ:E
.~..... [:t:
os:::.....
.... 0 0
~.a ~
,.g~'"
... ~ <;;l
.....oa
~ Cl 0
bOoE
..,...... u.~
"':.::l
001-.<
"'Oc....E
'a ~'"
s:::E"O
~~~
~~~
E- e.. '"
;':0"2
~",cd
s.. u '"
::I or:: 0
'" 0.....
el:l>.~
iOJ;;>'O
~.~ e..
= :E ...
~~~5
~.5 :
.::a c..:=
.- ::l 0 "'0
:;;ClCl~
~>.
- c
"td~
..s:::"'O
~a
o 0
~.5
0-
lr)&
..... .....
oe..
..l><:E
u ::l
~ 0
.0-
... 0
Ob
'" 0
Ee...
....o~
-~.....
E -;::;l '"
..... E ....
.5 0 ~
E..t:= .8'
<: 13 e..
.. ;; 0
00 '13 .s
~....c
6'S 0
III ~ 0
SiCs
:;;]u
=~ .5
o cD '"
.- .... 0
......~........
=..... .0
OIJ- ~
=~.-=
...... ........ ..0
",:"",cd
,o!:;o..r:;
-
~
C
t;:: S
o bO'.o
....cH
I-.<:.a c..
. g:;:j '"
~.5.S
bO
s::::
'2
aE
~i
.o~
60
.~
....
~
c 0
B....
::l '"
cd ~
-g~
~ t>
'" ....
E s::
0.$
~j:l.,
~13
eg..
o '"
._ u ~
..... '"
~"Ol.;::;
'SbO a '"
- '"
. _ cd
.... ~ 6h
s:::
o.s 6
a-Bo
E'~~
o as 0
~ - gf
":$ ~
CI'\","O
~ s::: 0
s.. ._ ..:::
::10_
~.o bO
~::::: .5
~~u
~..r.::::l
="''''0
o ~ ~
.- 0
-- s::
el:l- ._
OIJo.....
.- b '"
::: C";;
"':"0",
~U~
'"
o
'"
ro
-a s:::
_ 0
-a 'B
bOoP
s:::_.l:l
'~'C;; ~
Cl'b8
bO
C
:.a
- Z3
'S u C
,.,.. ..... 0
~:E Fi
:36:~~
.o"Cloo.
Qa~O
rA 0
u -a .~ .;
o ~ '0 .;:: 0
.= >'U::: > "'0 5b
e ro......=: s:::._
j:l.,~ 0 g ~ ~
o & bO bO ri "0
..::: cs::o'"
.....::::.a=..!::l.......
C bO_ v cd 0
o ::l'S ~ t S
'" e IX:l OIJ C ::l
.~ -5 s::: S ~ 6
.~ >.:.::l..... -.2:>
'';: ro.g t> ~ ::l
~-gClg~~
o '1:"'_ '" ......
c'<:::'J;=~>
o,.c::;-;::;lt::o.ro
'':::: :' >.~ 6.,g
g 6.0 oO..r:;
~ ci. 13 tJ ~ .;::
Clr);>os:::[:t:
o 0 e..s'- "0
~ -: g;"'O -g ~
::;:E~s:::u<=
....... '0~S::0
.. ~ Sw.i c:".-.04.o
<= r--- ~ 0 ...: _
~ 0 "'..::1 s:::-
~""suoE~ .
s.. "0 0 P '" ~
~~..::: ~.e-...: ~
Si's ~ g ff 5 E
~ ;.::l'~ u E ._
= ~ a -a g.::- ~
o _ ~ S..:::: &'0
:c;-auUoc
5!'" .c '" P E 0 0
-'" ",.l:l ",:;::l u
: 0 '" c.o ::l
~ .~ '2 S UOE 0 'E
~ '" ::l..... ....
o
u
C
~
::l
"'bO
.~ C
o :.a zj
~=S.2
o..oc
.t::..... 0
c..op..
o
u
.....
-
o
c..",
o
]u
.0 .E
::10
Clen
I-<
,,00 ~
...... .... ~ '"
-5~.-:;;J .0
'<:::'>.....u bO
"";-,.c::;.ogsoc
.~ ~ s:::: .O'~ ..c :.a
6 - 0 .... >.::.;;
t> ~ ~ e-.B..E e
j:l.,e......r:;8"'c..
bO ~.B :: 0 8 c:~
e - 0 "'.....
.- ~::::: ~ 0 ;>.0
"'0 ... .- ..... l-. .;:l
==c[:t:.2:>roO~
::I 0 . ;> "'.-
.0 ~..r.:: c..... >. u .
u:::l.... J:.o"O '"
..... :E 0 '=.c ~ E
oc..~~03~B
o 0 ..... t:: o..r.::'-
gCl~50"'.B"O
~ .... E..... 0 ~ 0
::I 8::1 .~ ~ ~ ~
"'.- ~ t ;>;> '0
.~ '0 0 i:ij 8'J:: "'0 ....
o~ E frc.. 0. g"O
....1-< uO.........r.::c
.... 0..... 0 0 .... ~
0............01-; ,8.....
.C ..... 'O.u ~ a '2
" := o:.::l "0 ..... ..r.::
- t:: 0.0 0::::1 bO::I
...0 '" ~ "0 .0 ..... ..r.::
~ ::l bO.... ::l ~ g u
~"'cc:u::::j ~
dJ :::::..... 0 C ro ro 0
s.. ~ ~ E..... ~..... C
::I"::: 0 Il) 0 0 .'::1
"''''=..!::l-.oS:::c:5
el:l .... V 0. 0 t: 0'-
~ &.5 g..... ~.:;: ~
:;: 0 ~ '" '" bO ~ '"
c~EB5aE5
o 0 c.. I-.<.~ - ..s ~
: "'0 >. ~ u bO >.
= .... .... oU:: c ...: '"
OIJ u .~ -< .-.c 0 ~
: .g, Il) ~ :::l.g,
;,; 8 g r; o.cg 8_
~ ~en "0 en 0 0. ~
o
u
C
~
~bO
.~ C
o:.a '"
~:S.~
o,.cc
~'b &
bO
C
:.a
::::~
;::::j c
~~
.o~
::I 0
OCl
.....'"2 ~
o u::: ~
8'E c
e~_o
:gs:::gE
~~..::: ~
._.0 u I-l
::l"'on
o f""\..... ro
..........0.....
l-< Il) C ~
.g..s 0-5
j:l.,...c'.o 0
..:::: ~ ~
;:::: ~.... -a
d ...~ ~ en
~ c E :::l.-:::
Il) '" s:::
cEest:
~o;g~o
uo...... p..
:.::: 6h '" 13 bO
c.. ~.!::l ~ c
g. s::: ~ '::1 :.a
o ~ -'" 2"==
..r.:: 'j:: ..... I-; ::I
E-<~~o.o
.. cd .0' ~ 'b
~ 5 a..r.:: 0
. u u
~ ;g 0..... c
s.. .0 ..s ~ ~
= 0 l-< ;> i;;
'" 0 '" '"
el:l ....;-~ 0.....
~ .....~ t> ~ B
~ 'E >.;...
C c: 0
o &.~ <: 'C
:.:: bO Cl . p..
ellc-~"O
0IJ=..!::l 0 o.~
.- V 0 ~ 0.
;:: :;::l..::: Q.,
:;: .5 J5 .5 E
-.;
'<::t
o
OIJ
~
0.
.
t::
~
cc
b.O
s:::
.t:
B
E
~oo .'
=:0\
00\
J:j......
~s
E~
~
.....
C
i
fr
o
OIJ
=:
. E :::=
c
~
0:
.s
-
.0
::l
Q
~8
Cl)0
r;; 00 .
..l><:'"
a<
0..0..
.
.
.
"
o
..s
o
-
cd
...
o
c..
...
o
u
c
.....
.....
~
~
'"
eo
.5
-
.=::
eo
......
.....
B
.....
CZl
~
......
a.l
s..
== ..
III '"
ec ~
a.l :::l
:;~
=~
.:= eo
_ c
~.~
=0
~:8
~eo
c c
0:.0
8 :::l ~
c..='_
o.c-
Q) .~ u
Br>aa
ti30r:s::-a
eo
c
'2
c~
~c
~-i
.cc..
='0
QQ
'0 '"
c <'i ~
cd 0 [3
~u .....
'" 5 . ~ l:t::
c'O~o
0..... 0 I
....."'o~
~o<+:':::l
,-",ou
9~>.:::
......,.C'l"'""""'l...
:::l 0 0.....
U ~ ~ ~
-5 .-, ~ '0
._ -g .9 0)
; :9 13.9: .
o ,~.;:; g. '0
8:~.t::: 0 ~
.- 0:.:::1 v ~
:::s~v.c~
g' ",.c o.::.n
Bg]~~
_0",-
Cd:g",]:=
~ ~ 'E ",.::.n
'" ... Cl:I '" 0
_ '>, "0 - ..c
..c.cc~eo
.::.n .... .s:.:::1 c
_ Cl:I '" '.0
'd g eo"E c
o ~,.;:::l
- S'P C 0
so-sogS
gJ:::.:::1Sed
7 ~4-< , 0
o '" 0:::: ~
'O~~ed'O
cd~>B
0.. 13 .::.n;;> . i:
~ S:2 .:::
c- .....
00 -
. 'g ~ . ~
eo
c
:.0
~'"
eo.~
c.-
.r:: >
~ '.0
Q~
u
:.::::l
.c ~
~ i=
c'"
:.:::1~
.cl-oc..
=' 0 0
Q~Q
Cd 0
~ c ~__-5
.ca -2 c: '-'.::: tI:1 ..
E..... cd U :::l B "0
u u 0 u._ c
o .... '="0 '" ='
...>t;;OcD.....O
... O'Sh d:!C ~ 4-<
o.c 0 ........ ~
~ '~eo
~c,o'Oc::o
u.... 0 J3 ..g...... '"
~~.::: ......85
.;:: b 2 ~ <'i.:::' cd
~ ~ a ~ 0 ~ E
'O'-~Cl:IO
....-j ...r 0 0 '-"....
~ ut::: 0 oC"-l c"::-
._ .O;;;;;j 0 '" C"-l co::l 0
eo O'~ a 0 -v 8 ~
o ... :::l 0 ...,..; ="-
'0 c.. C'q::: ~ ..... .c ]
~ .s ~ '2 B ~ ~ E
o 4-<'.0 eo_ '" . E
~ 0 =.~ 13 ~ ~.-
='0 t:::0'd
:gg~-5B,2~!1
_.~ 0 ..... ~ =' u
oocagedco.s
..r::: ;:t._.~ 1-0 0 ~ c::
CZl.d"g o'd~O
.. '" ~ - 0 0 0
-.:r g B g "0.- 0
......u o::::::l5l5.c
a.l .- '0 0 0 - -
"" eo c..'O 0 O.~ i:d
==.S::: 0 c:: ~ I-o..r::: ..s::
IIlC-cdO,B'-"'"
~.g'=B':_~[}
:; "0 ] 'c;j ~ ~ II') g
c~",o{;{;~""
o~"O-5-",0..8
~8t.EBgeQ>-
O1l"'OedC......~
._ ......::: =' 0 =,.g c::
_"o_~~o,o:::l
;.;; 0'- > 0 ~ cuo
~.c 0 0 c..... ed
\J")
o
eo
ed
c..
eo
c
:.a
:::la
.s-
eot"
c'~~
'g E: g
......0':::
I-<l c.. 0
eo
=
'2
au =
~~"'~
:.::::lo..~~
.0'0 0 c..
Q~~O
=
ed
p:
eo
=
'C
o
~
.....
c
o
:;00
s:::0\
00\
.,;:1......
cd;;:""
eo-=:
'.;:l~
:E
..co
eo-5 ....
4-<:::l4-<15
o 8 0 E
c-S =:::l .
..... ...r 0 c eo
U u s:: eo C
'E J:l .-
-5 ed.S ~
.~ .~ g -g 0
? Q ..... '"
~",Bg-g
5 ~ "0 .--: ,;g
~" ~:-:::'O
-eoedC
:;';Se~;:
~g..soC:
.......... '" 0
~~~5.5
O~vi:::r:cd
:.:::1 >,'" cg
c..cd 8 e:::l
&~ o.......'~
,,,~...o
o ~ c...::: ~
'=~~~vi
t-o oo~
0'- ~ c
Iii -5 [) = 'S
......E~oc..
~ ~~'"
""ec;.:;>~
=...... 0 u 0
IIl~Eedo
ec :::l c.. t) ed
~c..oo'-
:; .5 Q) '0' 0
I:..s > ... c:
0..... 0 c.. 0
::: ~Q'O'~
ecc:B~o
01l;.::::l'- 0 0
::: .0 CZl c..-
.... :::l 0 0 "0
:;0-5 ~a
~
;
c..
o
o
eo
c
._-
c::_
C:edO
,;g;-..-
o..Q3o
..... I
CCZlCO
:.= 0\
.c~1
:::la<
Qp..o..