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HomeMy WebLinkAboutOrd 18-07 Grafton Station DA ORDINANCE NO. 18 - 07 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********** APPROVING A DEVELOPMENT AGREEMENT FOR GRAFTON STATION LOCATED AT THE SOUTHWEST CORNER OF DUBLIN BOULEVARD AND GRAFTON STREET AND BORDERED BY DUBLIN BOULEVARD AND NORTHSIDE DRIVE IN AREA H OF DUBLIN RANCH (APN 985-0009-015-02) P A 06-061 THE CITY COUNCIL OF THE CITY OF DUBLIN DOES ORDAIN AS FOLLOWS: Section 1. RECITALS A. The proposed Grafton Station ("Project") 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 General Commercial and General Commercial/Campus Office land uses. B. Pursuant to the California Environmental Quality Act (CEQA), Section 15164 provides that an addendum to a previously certified Environmental Impact Report (EIR) may be prepared when the project requires a minor technical change to the EIR and there are no new significant environmental effects and no substantial increase in the severity of previously identified significant effects. C. A public hearing on the proposed Development Agreement was held before the Planning Commission on July 24, 2007 for which public notice was given as provided by law. D. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement. F. A public hearing on the proposed Development Agreement was held before the City Council on August 7, 2007 for which public notice was given as provided by law. G. The City Council has considered the recommendation of the Planning Commission who considered the item at its July 24, 2007 meeting, 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. Section 2. FINDINGS AND DETERMINA nONS 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 Specific Plan, (e) the Eastern Dublin EIR, (d) the 1999 Mitigated Negative Declaration for Dublin Ranch Planning Area H, (e) the CEQA Addendum (t) the Agenda Statement, and on the basis of the specific conclusions set forth below, the City Council finds and determines that: 1. The Project is consistent with the objectives, policies, general land uses and programs specified and contained in the City's General 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 are General Commercial and General Commercial/Campus Office Land Uses and the proposed project is a project consistent with those land uses, (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, (c) the Ord. No. 18-07, Adopted 8/21/07, Item 4.7 Page 1 of2 project is consistent with the Stage 1 Planned Development Zoning adopted for Dublin Ranch Planning Area H adopted by the City Council and the Development Plan as amended by the City Council, and (d) the Stanforth Holding Company, LLC Development Agreement includes provisions relating to vesting of development rights, and similar provisions set forth in the Specific Plan. 2. The Stanforth Holding Company LLC Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use districts in which the real property is located in that the project approvals include a Stage 1 Development Plan Amendment, Stage 2 Planned Development Rezoning, and Site Development Review. 3. The Stanforth Holding Company LLC. Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the project will implement land use guidelines set forth in the Eastern Dublin Specific Plan and the General Plan which have planned for general commercial and campus office uses at this location. 4. The Stanforth Holding Company LLC 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 Stanforth Holding Company LLC 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. APPROVAL The City Council hereby approves the Development Agreement (Exhibit A) and authorizes the Mayor to execute it. Section 4. RECORDATION Within ten (10) days after the Development Agreement is fully executed by all parties, 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, APPROVED AND ADOPTED this 21 st day of August, 2007, by the following vote: AYES: Councilmembers Hildenbrand, Oravetz, Sbranti and Scholz, and Mayor Lockhart NOES: None ABSENT: None ABSTAIN: None ATT.EST:~ .. r ~ ~ . ;:3~- eputy City Clerk Ord. No. 18-07, Adopted 8/21/07, Item 4.7 Page 2 of2 RECORDING REQUESTED BY: CITY OF DUBLIN When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 Space above this line for Recorder's use DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND STANFORTH HOLDING COMPANY, LLC. FOR THE GRAFTON STATION SHOPPING CENTER PROJECT THIS DEVELOPMENT AGREEMENT (this "Agreement" or this "Development Agreement") is made and entered in the City of Dublin on this~ day of/J-attlvSr , 2007, by and between the CITY OF DUBLIN, a Municipal Corporation (hereafter "CITY") and Stanforth Holding Company, L.L.C. (hereafter "DEVELOPER") pursuant to the authority of SS 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. CITY and DEVELOPER are, from time-to-time, individually referred to in this Agreement as a "Party," and are collectively referred to as "Parties." RECITALS A. California Government Code SS65864 et seq. ("Development Agreement Statute") and Chapter 8.56 of the Dublin Municipal Code (hereafter "Chapter 8.56") authorize the CITY to enter into a Development 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. B. DEVELOPER intends to purchase, desires to develop, and holds an equitable interest in certain real property consisting of approximately 14.56 acres of land, located in the City of Dublin, County of Alameda, State of California, which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference, and which real property is hereafter called the "Property." C. The City Council adopted the Eastern Dublin Specific Plan by Resolution No. 53-93 which Plan is applicable to the Property. The Eastern Dublin Specific Plan requires DEVELOPER to enter into a development agreement as a condition of the development of the Property. D. The Property is within Area H, which is subject to a Master Development Agreement between the City of Dublin and the Lins dated June 29,1999 and recorded in Official Records Alameda County on July 8, 1999 as Instrument No. 99251790, and a Supplemental Development Agreement between the City of Dublin and the Lins dated April 18, 2000 and recorded in Official Records of Alameda County on November 13, 2000 as Instrument No. 200335772. E. DEVELOPER proposes the development of the Property with shopping center of up to 178,850 square feet, and DEVELOPER proposes to develop an initial phase of the project consisting of four retail stores totaling approximately 48,984 square feet on four separate retail pads and at a later date DEVELOPER will develop the remaining portions of the Property (the "Project"). F. DEVELOPER, or its predecessor in interest, has applied for, and CITY has approved or is processing, various land use approvals in connection with the development of the Project, including, without limitation, a Stage 1 Development Plan for Area H (Ord. No. 6-00); Stage 1 Development Plan Amendment (Ord. No. 12-06); Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 1 of 15 Stage 2 Planned Development Rezone (Ord. No. 12-06); a Conditional Use Permit fora minor amendment to the Stage 2 Development Plan (Planning Commission Resolution 07 -08); Site Development Review for the initial four retail buildings (Planning Commission Resolution No. 07-09); and a vesting tentative parcel map (Community Development Director Resolution No. 06-10). All such approvals collectively, together with any approvals or permits now or hereafter issued with respect to the Project are referred to as the "Project Approvals." G. Development of the Property by DEVELOPER may be subject to certain future discretionary approvals, which, if granted, shall automatically become part of the Project Approvals as each such approval becomes effective. It is specifically anticipated that the Project will require additional site development review approvals for the remaining pads in the shopping center. H. Project. CITY desires the timely, efficient, orderly and proper development of the I. 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 the Development Agreement Statute and Chapter 8.56. J. CITY and DEVELOPER have reached agreement and desire to express herein a Development Agreement that will facilitate development of the Project subject to conditions set forth herein. K. Pursuant to the California Environmental Quality Act (CEQA) the City Council adopted Resolution No. 157-06 finding that the Project is within the scope of the Final Environmental Impact Report for the Eastern Dublin General Plan Amendment and Specific Plan (SCH 91103064) which was certified by the Council by Resolution No. 51-93 and the Addenda dated May 4,1993 and August 22,1994 (the "EIR"). L. Pursuant to CEQA the City Council adopted Resolution No. 34-00 approving a Mitigated Negative Declaration for Area H (SCH #99112040). M. Pursuant to CEQA the City Council adopted Resolution No. 157-06 approving an Addendum to the EIR, dated June 2006, for Area H. ^. Mo'1 N. OnAv~6t 2J, the City Council of the City of Dublin adopted Ordinance No. 1'8-i11 approving this evelopment Agreement ("the Approving Ordinance"). The Approving Ordinance will take effect on o/2D10 7("the Approval Date"). , 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: Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 2 of 15 AGREEMENT 1. Description of Property. The Property, which is the subject of this Development Agreement, is described in Exhibit A attached hereto. 2. Interest of Developer. The DEVELOPER has a legal or equitable interest in the Property. 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 DEVELOPER is not an agent of CITY. 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 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 ("the Effective Date") upon which this Agreement is signed by CITY. 4.2 Term. The "Term" of this Development Agreement shall commence on the Approval 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 Riqht 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 permitted 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 CITY) 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. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 3 of 15 5.3 Additional Conditions. Provisions for the following ("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated herein by reference. 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 CITY and any permits required by regulatory agencies.) See Exhibit B. 5.3.2 Mitiqation 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 Exh i bit B 5.3.3 Phasinq, Timinq. Provisions that the Project be constructed in specified phases, that construction shall commence within a specified time, and that the Project or any phase thereof be completed within a specified time. See Exhibit B 5.3.4 Financinq 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 Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 4 of 15 6. Applicable Rules, Requlations and Official Policies. 6.1 Rules re Permitted Uses. For the term of this Agreement, CITY's ordinances, resolutions, rules, regulations and official policies governing the 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 Approval Date. 6.2 Rules re Desiqn and Construction. Unless otherwise expressly provided in Paragraph 5 of this Agreement or in Chapter 7.28 of the Dublin Municipal Code, the ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to Project construction (but not use) shall be those in force and effect at the time DEVELOPER submits its application for the relevant building, grading, or other construction permits to CITY. In the event of a conflict between such ordinances, resolutions, rules, regulations and official policies and the Project Approvals, the Project Approvals shall prevail. For construction of public infrastructure, the ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to Project shall be those in force and effect at the time of execution of an improvement agreement between CITY and DEVELOPER pursuant to Chapter 9.16 of the Dublin Municipal Code. 6.3 Buildinq Standards Codes Applicable. Unless expressly provided in Paragraph 5 of this Agreement or in Chapter 7.28 of the Dublin Municipal Code, the Project shall be constructed in accordance with the provisions of the 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 DEVELOPER submits its application for the relevant building, grading, or other construction permits for the Project to CITY. 7. Subsequently Enacted Rules and Requlations. 7.1 New Rules and Requlations. During the Term of this Agreement, CITY may apply new or modified ordinances, resolutions, rules, regulations . and official policies of CITY to the Property that were not in force and effect on the Approval Date and which are not in conflict with those applicable to the Property as set forth in this Agreement and the Project Approvals 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 otherwise contemplated by the Project Approvals, and (b) such ordinances, resolutions, rules, regulations or official policies have general (City-wide) applicability. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 5 of 15 7.2 Approval of Application. Nothing in this Agreement shall prevent 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 expressly 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 u'nless the building moratorium is imposed as part of a declaration of a local emergency or state of emergency as defined in Government Code S8558. 8. Subsequentlv 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 Approvals 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 the Project Approvals and in this Agreement (including Exhibit B). 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 construction of public improvements, in connection with any subsequent discretionary approval for the Property, except as set forth in the Project Approvals 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. 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. 8.4 Assessments. 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 that benefit the Property. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 6 of 15 8.5 Vote on Future Assessments and Fees. In the event that any assessment, fee or charge that is applicable to the Property is subject to Article XIIID of the California Constitution and DEVELOPER does not return its ballot, DEVELOPER agrees, on behalf of itself and its successors, thatCITY 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 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 of CITY in accordance with Chapter 8.56. 9.2 Amendment bv Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the Parties hereto and in accordance with the procedures of California law and Chapter 8.56. 9.3 Insubstantial Amendments. Notwithstanding the provisions 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 of land 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 provided in this Agreement, shall not, except to the extent otherwise required by law, require notice or public hearing before either the Planning Commission of CITY or the City Council of CITY 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 bv Mutual Consent. Except as .otherwise permitted herein, this Agreement may be canceled in whole or in part only by the mutual 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 Proiect Approvals. The Term of any Project Approval shall be extended only if so provided in Exhibit B. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 7 of 15 11. Annual Review. 11.1 Review Date. The annual review date for this Agreement shall be between July 15 and August 15, 2007 and each July 15 to August 15 thereafter during the Term. 11.2 Initiation of Review. CITY's 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 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 this Development Agreement. The burden of proof by substantial evidence of compliance is upon 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. 11 .4 Costs. 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 that 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 any 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 Damaqes Aqainst CITY. In no event shall damages be awarded against CITY upon an event of default or upon termination of this Agreement. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 8 of 15 13. Estoppel Certificate. Any 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 authorized to execute any certificate requested by DEVELOPER. Should the Party receiving the request not execute and return such certificate within the applicable period, such failure shall not be deemed to be a default under this Agreement; provided, however, 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. Mortqaqee Protection; Certain Riqhts of Cure. 14.1 Mortqaqee Protection. This Agreemel)t 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 Mortqaqee Not Obliqated. Notwithstanding the provisions of Paragraph 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, orto 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 Mortqaqee and Extension of Riqht 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 Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 9 of 15 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 commence to cure or remedy, the event of default claimed set forth in the CITY'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. 15. 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. Ifany person or entity not a party to this Agreement ihitiates 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 and appear in defending such action. DEVELOPER shall bear its own costs of defense as a real party in interest in any such action, and DEVELOPER 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 Assiqnments. 17.1 DEVELOPER's Riqht to Assiqn. All of DEVELOPER'S rights, interests and obligations hereunder may be transferred, sold or assigned in conjunction with the transfer, sale, or assignment of the Property subject hereto, or any portion thereof,.at any time during the Term of this Agreement, provided that no transfer, sale or assignment of DEVELOPER's rights, interests and obligations hereunder shall occur without the prior written notice to CITY and approval by the City Manager of CITY, which approval shall not be unreasonably withheld or delayed. The City Manager shall consider and decide the matter within ten (10) working days after DEVELOPER's notice is given to CITY and receipt by City Manager of all necessary documents, certifications and other information required by City Manager to decide the matter. In considering the request, the City Manager shall base the decision upon the proposed assignee's reputation, experience, financial resources and access to credit and capability to successfully carry outthe development of the Property to completion. The City Manager's approval shall be for the purposes of: (a) providing notice to CITY; (b) assuring that all obligations of DEVELOPER are fully allocated as between. DEVELOPER and the proposed purchaser, transferee or assignee; and (c) assuring Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 10 of 15 CITY that the proposed purchaser, transferee or assignee is capable of performing DEVELOPER's obligations hereunder not withheld by DEVELOPER pursuant to Paragraph 17.3. Notwithstanding the foregoing, provided notice is given as specified in Paragraph 23, no CITY approval shall be required for any transfer, sale, or assignment of this Agreement to: (1) any entity which either (i) is an affiliate or subsidiary of DEVELOPER or (ii) results from the merger of DEVELOPER or its parent or is the purchaser of all, or substantially all, of the assets of DEVELOPER or its parent; (2) any Mortgagee; or (3) any transferee of a Mortgagee. 17.2 Release Upon Transfer. Upon the transfer, sale, or assignment of all of DEVELOPER's rights, interests and obligations hereunder pursuant to Paragraph 17.1 of this Agreement, DEVELOPER 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 assignment; provided, however, that if any transferee, purchaser, or assignee approved by the City Manager expressly assumes 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 Riqht to Retain Specified Riqhts or Obliqations. Notwithstanding Paragraphs 17.1 and 17.2 and Paragraph 18, DEVELOPER may withhold 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 DEVELOPER with respect to such retained rights, interests and/or obligations. 18. Aqreement Runs with the Land. All of the provisions, rights, terms, covenants, and obligations contained in this Agreement 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 shall be enforceable as equitable servitude and shall constitute covenants running with the land pursuant to applicable laws, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do, or refrain from doing, some act on the Property hereunder, 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 Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 11 of 15 properties, and (c) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and shall 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, commissions, 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 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). If CITY is named as a party to any legal action, CITY will cooperate with DEVELOPER, will appear in such action and will not unreasonably withhold approval of a settlement otherwise acceptable to DEVELOPER. 21. Insurance. 21.1 Public Liability and Property Damaqe Insurance. At all times that DEVELOPER is constructing any improvements that will become public improvements, 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. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 12 of 15 21.2 Workers Compensation Insurance. At all times that DEVELOPER is constructing any improvements that will become public improvements, 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 indemnify the City for any damage resulting from DEVELOPER's failure to maintain any such insurance. 21.3 Evidence of Insurance. Prior to commencementof construction of any improvements which will become public improvements, DEVELOPER shall furnish CITY satisfactory evidence of the insurance required in Paragraphs 21.1 and 21.2 and evidence that the carrier is required to give CITY at least fifteen days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall extend to CITY, its elective and appointive boards, commissions, officers, agents, employees and representatives and to DEVELOPER performing work on the Project. 21.4 Self-Insurance. Notwithstanding any other provision of this Agreement, so long as DEVELOPER and its parent corporation have a combined net worth of at least Two Hundred Fifty Million Dollars ($250,000,000.00), the insurance that DEVELOPER is obligated hereby to maintain may include such deductible or self- insured amount not to exceed five million dollars ($5,000,000.00). To the extent that DEVELOPER elects to so self-insure, its obligation to CITY with respect to such insurance obligations, including the obligation to defend and indemnify, shall be the same as if DEVELOPER is a third party insurer. 22. Sewer and Water. DEVELOPER acknowledges 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 addres.sed as follows: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 Fax: (925) 833-6651 Notice required to be given to DEVELOPER shall be addressed as follows: Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 13 of 15 Stanforth Holding Company, L.L.C. 4690 Chabot Drive Suite 100 Pleasanton, CA 94588 Attn: Jim Tong Fax: (925) 463-1861 A Party may change address by giving notice in writing to the other Party and thereafter all notices to such Party 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. Recitals. The foregoing Recitals are true and correct and are made a part hereof. 25. Aqreement is Entire Understandinq. This Agreement constitutes the entire understanding and agreement of the Parties. 26. 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 27. Counterparts. This Agreement is executed in two (2) duplicate originals, each of which is deemed to be an original. 28. Recordation. CITY shall record a copy of this Agreement within ten days following execution by all parties. Failure of CITY to comply with this Paragraph shall not affect the rights and obligations of the Parties under this Agreement. 29. Leqal Authority. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 14 of 1 5 Each individual executing this Agreement on behalf of Developer hereby represents and warrants that has full power and authority under the entity's governing documents to execute and deliver this Agreement in the name of and on behalf of the company and to cause the entity to perform its obligations under this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY OF DUBLIN: By: Janet Lockhart, Mayor Date: Attest: By: Kay Keck, City Clerk Date: Approved as to Form: 'Ii; ~>/. L 1:/' ..' J I <- z/~ '7:i-lL4;4--- f \!->- t! Elizabeth H. Silver, City Attorney St~ri'O~h Holding Company, LLC , ! ! in ;<=f~ ,: r : 1;1' \ >By:. Its: 'i\ \ \ ~;f\/"Qt!YlEi/ . I r/';Jl"l;:-::.,'; ~J(..,. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 15 of 15 Exhibit A Property Description Parcels 2, 3 and5 as shown on Parcel Map 9003 recorded October 23, 2006 in Map Book 292, Pages 89-92, County of Alameda, Series No. 2006395109 Exhibit B Additional Conditions The following Additional Conditions are hereby imposed pursuant to Paragraph 5.3 above. Subparaaraph 5.3.1 -- SubseQuent Discretionary Approvals Site development review approval will be required for development on the remaining retail pads, which are referred to in the Development Plan as Pads A, E-1, . and E-2. Subparaaraph 5.3.2 -- Mitiaation Conditions Subsection a. Infrastructure SeQuencina Proaram The Infrastructure Sequencing Program for the Project is set forth below. (i) Roads: The project-specific roadway improvements (and offers of dedication) identified in Community Development Director Resolution No. 06-10 approving a vesting tentative map (the "VTM Resolution") and Planning Commission Resolution No. 07 -09 approving Site Development Review (the "SDR Resolution") shall be completed by DEVELOPER to the satisfaction and requirements of the Public Works Director at the times and in the manner specified in the VTM Resolution andSDR Resolution unless otherwise provided below. (A) Dublin/Douahertv Intersection Improvements. DEVELOPER shall provide CITY with DEVELOPER's fair share, as determined by CITY on the basis of the Project's trips, for the costs of design and construction of Dublin Boulevard/Dougherty Road Intersection Improvements by a payment to CITY in cash in the amount of the Project's fair share of the deficiency, if any, between funds available to CITY for CIP Project # 96852 [Dougherty Road/Dublin Blvd. Intersection] and the cost of such project. Such payment to be made within 30 days of written notice from the Public W0rks' Director, which notice will be given following bid opeqing. Gity sheill provide a credit to Developer for any such funds advanced or contributed by Developer. All aspects of the credit shall be covered by City's Administrative Guidelines for Eastern Dublin Traffic Impact Fees (Resolution No. 23-99 ("TIF Guidelines"). Notwithstanding the provisions of Section 4 of this Agreement, the provisions of this subsection shall survive the expiration of this Agreement. (ii) Sewer Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 1 of 6 All sanitary sewer improvements to serve the project site (or any recorded phase of the Project) shall be completed in accordance with 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 the SDR conditions of approval to the satisfaction and requirements of 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 DSRSD requirements. Recycled water. lines shall be installed in accordance with the SDR conditions of approval. ilid Storm DrainaQe Prior to issuance of the first Certificate of Occupancy for any building which is part of the Project, the storm drainage systems off site, 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 CITY's and Zone 7 (Alameda County Flood Control and Water Conservation District, Zone 7) standards and policies which are applicable. Pursuant to Alameda County's National Pollution Discharges Elimination Permit (NPDES) No. CAS0029831 with the California Regional Water Quality Control Board, all grading, construction, and development activities within the City of Dublin must comply with the provisions of the Clean Water Act. Proper erosion control measures must be installed at development sites within the City during construction, and all activities shall adhere to Best Management Practices. (v) Other Utilities (e.Q. Qas, electricity, cable televisions, telephone) Construction of other utilities shall be complete by phase prior to issuance of the first Certificate of Occupancy for any building within that specific phase of development. Subsection b. Miscellaneous (i) Completion May be Deferred. Notwithstanding the foregoing, CITY's Public Works Director may, in his or her sole discretion and upon receipt of documentation in a form satisfactory to the PublicWorks Director that assures completion, allow DEVELOPER to defer completion Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 2 of 6 of discrete portions of any of the public improvements required for the Project until after issuance of Certificate of Occupancy for the first building for the Project if the Public Works Director determines that to do so would not jeopardize the public health, safety or welfare. Subparaaraph 5.3.3 -- Phasina. Timina This Agreement contains no requirements that DEVELOPER must initiate or complete development of the Project 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 and the Project Approvals. Subparaaraph 5.3.4 -- Financina Plan DEVELOPER will install all improvements necessary for the Project at its own cost (subject to credits for any improvements that qualify for credits as provided in Subparagraph 5.3.6 below), unless otherwise required by this Agreement. Other infrastructure necessary to provide sewer, potable water, and recycled water services to the Project will be made available by the DSRSD. DEVELOPER will enter into an "Area Wide Facilities Agreement" with the DSRSD to pay for the cost of extending such services to the Project. Such services shall be provided as set forth in Subparagraph 5.3.2(a)(ii) and (iii) above. Subparaaraph 5.3.5 -- Fees. Dedications Subsection a. Traffic Impact Fees. Developer shall pay the Eastern Dublin Traffic Impact Fee ("TIF") established by Resolution No. 111-04, including any future amendments to such fee. Developer will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of building permit issuance. '10,.\;'<~ Developer further agrees that it will pay eleven percent (11 %) of the "Section 1/Category 1" portion of the TI F in cash. Developer also agrees that it will pay twenty-five percent (25%) of the "Section 2/Category 2" portion of the TIF in cash. If City amends its TIF fee and as a result the City's outstanding balance due on loans is less than twenty-five percent (25%) of total Section 2/Category 2 improvements, the Developer shall pay such reduced percentage of the "Section 2/Category 2" portion of the TIF in cash. Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freewav Interchanaes. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 3 of 6 DEVELOPER shall pay an Eastern Dublin 1-580 Interchange Fee in the amounts and at the times set forth in City of Dublin Resolution No. 155-98, or in the amounts and at the times set forth in any resolution revising the amount of the Eastern Dublin 1-580 Interchange Fee. Subsection c. Public Facilities Fees. DEVELOPER shall pay a Public Facilities Fee established by City of Dublin Resolution No. 214-02, including any future amendments to such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the then-current amount of the fee. Subsection d. Noise Mitiaation Fee. DEVELOPER shall pay a Noise Mitigation Fee established by City of Dublin Resolution No. 33-96, including any future amendments to such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the amount of the fee in effect at time of building permit issuance. Subsection e. School Impact Fees. School impact fees shall be paid by DEVELOPER in accordance with Government Code section 53080 and the existing agreement between DEVELOPER's predecessor in interest and the Dublin Unified School District. Subsection f. Fire Impact Fees. DEVELOPER shall pay a fire facilities fee established by City of Dublin Resolution No. 12-03 including any future amendments to such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the amount of the fee in effect at time of building permit issuance. Subsection a. Tri-Vallev Transportation Development Fee. DEVELOPER shall pay the Tri-Valley Transportation Development Fee in the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any subsequent resolution which revises such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of building permit issuance. Subparaaraph 5.3.6 -- Credit Subsection a. Traffic Impact Fee Improvements Credit CITY shall provide a credit to DEVELOPER for those improvements Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 4 of 6 described in the resolution establishing the Eastern Dublin Traffic Impact Fee if such improvements are constructed by the DEVELOPER in their ultimate location pursuant this Agreement. All aspects of credits shall be governed by CITY's then-current Administrative Guidelines regarding credits. Subsection b. Traffic Impact Fee Ri~ht-of-Way Dedications Credit CITY shall provide a credit to DEVELOPER for any TIF area right-of-way dedicated by DEVELOPER to CITY that is required for improvements that are described in the resolution establishing the Eastern Dublin Traffic Impact Fee. All aspects of credits shall be governed by CITY's then-current Administrative Guidelines regarding credits. Subpara~raph 5.3.7 -- Miscellaneous Subsection a. Potential Joint Access Driveway DEVELOPER agrees that it will not propose, and that the City may disapprove, site development review on the remainder of the Property that would preclude a shared access driveway at the intersection of Dublin Boulevard and Brannigan Street (and adjacent to Pad A) to serve the Property and the adjoining property to the immediate west of the Property. The potential shared access driveway would be along the extreme western boundary of the Property and would match the terminus of Brannigan Street, and accordingly not more than 40 feet of the width would be on the Property and 20 feet on the adjoining property Subsection b. Public Art Contribution Condition 125 to the SDR Resolution provides as follows: Public Art Contribution. Pursuant to the Public Art Master Plan, the Applicant/owner shall install a public art piece on the property as shown on the project plans in a landscaped traffic circle at the terminus of Grafton Street. The Applicant/owner shall submit plans for Public Art for review and approval by the City, in accordance with the City's Public Art Master Plan, prior to installation of the art and prior to occupancy. The Applicant/owner shall obtain the total building valuation of the project from the Building Official, and the value of the applicant's required public art project shall be determined by the Community Development Director. Prior to occupancy of the first structure in the project, the Developer shall (a) $ecure completion of the public art project, in a manner deemed satisfactory by the City Manager; and (b) execute an agreement between the City and the Developer, prior to occupancy of the first structure in the project, which sets forth the ownership, maintenance responsibilities, and insurance coverage for the public art project. Development Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 5 of 6 Notwithstanding Condition 125 to the SDR Resolution, the following paragraph shall govern the Project's public art requirements. The parties agree that the location for the public art piece at the terminus of Grafton Street is suitable for a public art piece to satisfy the obligations for the entire Project, although the public art obligations for the future phases of the project will not be triggered until site development review approval for those future phases. Accordingly, in accordance with Chapter 8.58 [Public Art Program] of the City's Zoning Ordinance, the Building Official has provided the total building valuation of the initial phase of the Project and has provided an estimate of the total building valuation of the future phase of the Project, which are respectively $3,255,441 and $15,417,100. Based on this valuation provided by the Building Official, the parties agree that the value for the public art project to be completed at the terminus of Grafton Street shall be $93,362.71 ($18,672,541 times 0.5% equals $93,362.71). Upon or prior to site development review approval of the future phase of the Project, the Building Official shall determine the total building valuation of the future phase of the Project. If the Building Official's determination of the actual total building valuation of the future phase of the Project is greater than the earlier estimate, DEVELOPER agrees to pay the City a monetary contribution in-lieu of public art equal to 0.5% of the amount of difference between the actual determination and the earlier estimate. If the Building Official's determination of the actual total building valuation of the future phase of the Project is less than the earlier estimate, DEVELOPER will not be entitled to any credit for its excessive contribution. Prior to occupancy of the first structure in the project, the Developer shall (a) secure completion of the public art project, in a manner deemed satisfactory by the City Manager; and (b) execute an agreement between the City and the Developer, prior to occupancy of the first structure in the project, which sets forth the ownership, maintenance responsibilities, and insurance coverage for the public art project. The terms of this subsection shall survive termination of this Agreement. Developmeht Agreement Between City of Dublin and Stanforth Holding Company, LLC For the Grafton Station Shopping Center Project. Grafton Station Development Agreement Page 6 of 6 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~.~.~.~.~~.~~~.~~~~~ State of California County of 414f1l.p d 1 On (P - d- 7 - ~oo -, , Date before } ss C ~{'\.~-h~~ Ro d-j-<..5 Name and Title of Officer (e.g., "Jane Doe, Notary Public") me, personally appeared Name(s) of Signer(s) ~rsonallY known to me JeH H ~~"I $ Noby PubIc . CaIIIomIa ~ ConIIa CaIto CounIv - j _ _ ~ ~~~~~2:~t o proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Place Notary Seal Above OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Docume~ Title or Type of Document: a IJ.A ~ I^(;r- l ~~ r~ta-- sh.~ Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: o Individual o Corporate Officer - Title(s): o Partner - 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: o Individual o Corporate Officer - Title(s): o Partner - 0 Limited 0 General o Attorney in Fact o Trustee o Guardian or Conservator o Other: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: Signer Is Representing: ~~"'"""'.,.v-..,;.v-~~~~v-' ~. - @ 2004 National Notary Association. 9350 De Soto Ave., P.O. Box 2402 . Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827