HomeMy WebLinkAbout96-038,039/98-068,69,70 D.RchDACITY OF DUBLIN
SUBJECT:
PREPARED BY:
DESCRIPTION:
RECOMMENDATION:
BACKGROUND:
PLANNING COMMISSION
AGENDA STATEMENT/STAFF REPORT for April 13, 1999
Dublin Ranch "Area A", "Areas B - E, F, G, & H" Development Agreement PA
96-038 (Area A), PA 96-039 (Area B-E), PA 98-068 (Area F), PA 98-069 (Area
G), & PA 98-070 (Area H)
Eddie Peabody, Jr., Director of Community Development
An ordinance approving a development agreement between the City of Dublin and
the Lin Family. The development agreement is a "master" development
agreement for most of the Lin Family holdings in Eastern Dublin.
Recommend that the City Council adopt an Ordinance approving a Development
Agreement for the Dublin Ranch Project (Areas A-H) with the Lin Family
The Dublin Ranch project is located generally along the east side of Tassajara Road, north ofi-580 and west of
Fallon Road, in the area depicted on the attached map (the "Property"). The Dublin Ranch project includes Areas
A-H. It does not include Phase I of Dublin Ranch which is being developed by other developers and was the
subject of a development agreement which the Planning Commission considered at its March 23, 1999 meeting.
The project area is within the Eastern Dublin Specific Plan Area. The Specific Plan, adopted by the City of Dublin
in November 1993, established land use designations for approximately 3,300 acres of land east of the Camp Parks
military reserve. The Property was given a land use designation in the Specific Plan of residential, commercial,
campus office, and open space.
ANALYSIS:
Procedural Background:
The Eastern Dublin Specific Plan requires a development agreement for all projects within the Specific Plan area.
The Specific Plan development agreements are typically entered into immediately following approval of tentative
maps or site development review for non-residential projects. The City is best able to determine at that time what
provisions need to be included in the development agreement in order for the Council to find that the project is
consistent with the
Specific Plan, including Specific Plan goals that new development pay for the cost of needed infrastructure and
services.
The proposed development agreement with the Lin Family is being considered in advance of the time when a
development agreement would be required under the Specific Plan. It is, rather, a "master" development
agreement covering most of the Lin Family land in Eastern Dublin.
COPIES TO:
Lin Family
Ted Fairfield
PA File
ITEM NO.
The property subject to the development agreement includes 1,119 acres. It is currently accessible only from
Tassajara Road and Fallon Road (which does not yet extend through to Tassajara Road). Development of the
property will require construction of major infrastructure, including roads, freeway interchanges, water, sewer and
storm drainage. The Lins estimate that the total cost of providing the backbone infrastructure is approximately
$200 million. This includes impact fees imposed by the City for roads and freeway interchanges and connection
fees imposed by DSRSD and Zone 7 for water and sewer, along with the cost for roads and utilities not financed
through the fee structure (completion of frontage portion of arterial streets; construction of collector streets with
utilties; costs of assessment district financing). The estimate of $200 million does not include School Mitigation
Fees, Public Facilities Fees, Fire Impact Fees, or in-tract streets and utilities.
The "master" development agreement will provide assurance to the developer of the right to develop according to
the existing land uses and approvals. This assurance enables the developer to raise and/or spend the money
necessary to construct or fund the infrastructure. In a project of this magnitude, it is not unexpected for a
developer to request a development agreement to provide the assurances needed to finance the infrastructure; it is
also not unusual for assessment district financing to be used for some portion of the infrastructure costs. In the
case of Dublin Ranch, the Lins are proposing to finance a portion of the total cost through an assessment district.
The process for approving a development agreement requires a public hearing before the Planning Commission
and adoption by the Commission of a resolution recommending approval to the City Council. The Council is
required to approve the development agreement by ordinance which requires two public hearings before the City
Council. The development agreement cannot be signed until the ordinance becomes effective, which is 30 days
following the date it is adopted.
DEVELOPMENT AGREEMENT:
The proposed master development agreement with the Lin Family is attached (.Attachment 1). Following is a
summary of its provisions.
Area Covered; Land Use Approvals. The agreement covers a total of 1,119 acres. Areas A-E have received
the following land use approvals: general plan and specific plan designation, and PD district rezoning,
including a land use and development plan. Area A has been approved for 573 single family homes and a golf
course. Areas B-E have been approved for 1,875 residential units (single family and multi-family) and 85.8
acres of commercial uses. A large community park is located partially within Areas B-E.
Areas F, G, and H have received the following land use approvals: general plan and specific plan designation.
Rather than apply for PD district rezoning pursuant to the approved general plan and specific plan
designations, the applicant has applied for a general plan and specific plan amendment to redesignate certain
of the land uses and a PD district rezoning for Areas F, G, and H. These proposed land uses are not covered by
this Development Agreement.
A map showing the areas covered by the development agreement is attached to the agreement as Exhibit A-1
and A-2.
2. Right to Develop Will be Vested. The development agreement would vest the developer's right to develop the
property in accordance with the land use approvals for Areas A-E for the term of the development agreement.
The agreement vests the developer's right to develop the Areas F-H property in accordance with the existing
general plan and specific plan land use designations. However, the agreement recognizes that the developer
has proposed an amendment to the general plan and specific plan land use designations for the Areas F-H
property and a PD rezoning for such property. The agreement therefore specifies that the City and the
developer will either amend this development agreement or enter into a new development agreement for the
purpose of vesting the right to develop the Areas F-H property based on the new land use designations, once
approved.
2
Further Development Agreements Required. As noted above, the Specific Plan requires a development
agreement for each project; they are typically entered into at the time or following approval of a tentative map.
The master development agreement requires the developer to enter into such development agreements prior to
recordation of a final subdivision map or other final land use approvals. This further development agreement
is referred to as a "Specific Plan development agreement". This provision will assure that the City has the
ability to include whatever provisions it deems necessary to make the required findings of consistency with the
Specific Plan in the specific plan development agreement.
Impact Fees and Dedications. The Property will be subject to all development impact fees and dedication
requirements that are in effect at the time of approval of tentative subdivision maps or other future
discretionary approvals. All development impact fees that are applicable to the project will be paid at the time
of issuance of building permits and will be paid in the then current amount of the impact fee.
Moratorium. The agreement specifies that the project will not be subject to any building moratorium, limit on
the rate of development or voter approval requirement enacted by the Council or the electorate. However, the
Council retains the right to declare a moratorium on development due to a lack of sewer or water capacity or
for other reasons amounting to a local emergency under the Government Code.
Intrastructure to be Funded Through an Assessment District. The Specific Plan requires new development to
fund the cost of all required infrastructures. To that end, developers are required to prepare Public
Improvement Plans for all infrastructure (roads, sewer, water, drainage and other utilities) necessary to
develop the designated land uses. These plans are to include an infrastructure-sequencing program to allow
orderly development throughout the Specific Plan area. The Specific Plan indicates that developers may
finance the cost of infrastructure through financing mechanisms, such as fees, assessment districts or
Community Facilities Districts. To quantify the obligation for roads, the City adopted a Traffic Impact Fee
(TIF) for Eastern Dublin, although assessment district financing is a recognized financing method.
The Lins have proposed financing approximately $55 million for the condition of the "backbone"
infrastructure through an assessment district. Although most of the infrastructure to be financed consists of
road improvements, some is to provide water and sewer for the Property. The fact that the development
agreement vests the developer's right to develop the property in accordance with the approvals provides
assurance to bond underwriters and purchasers that the land will have the minimum value required to secure
the bonds, assuming it develops. In addition, formation of an assessment district and issuance of bonds
satisfies the developer's obligation to prepare an infrastructure sequencing program as to the improvements to
be constructed.
The agreement recognizes that the City will place conditions on the formation of the district and issuance of
bonds, to protect the City's interests. It specifies that if an assessment district is not formed and bonds are not
issued, the developer will provide an alternate method of financing the backbone improvements before
approval of the first final subdivision map.
"Master" Tentative Maps. The Specific Plan contemplates the use of master tentative maps for large land
holdings. In order to assure that all required infrastructure is constructed for the various areas within the site,
the developer will file at least three and no more than seven "master" tentative maps. Conditions will be
included on the "master" tentative maps to assure that all arterial streets required to provide access to the
master map area are guaranteed, that all major infrastructure, including drainage improvements, to serve the
master map ama are guaranteed. These provisions are consistent with the Specific Plan requirement that the
developers provide infrastructure sequencing plans to the City.
Timing of Project The developer is free to construct the project according to its own schedule, subject to
requirements regarding back-bone infrastructure improvements.
9. Landscaping and Open Space. Ownership and maintenance obligations for landscaping and open-space areas
are specified in the agreement.
10. Developer Contribution for Library. The developer will contribute $2,000,000 for construction of a new
library. This contribution shall be in addition to the public facilities fees which the developer will pay for the
project. The $2,000,000 payment will be made to the City no later than award of the construction contract for
the library.
11. Developer Contribution of Park Land. The developer will convey 7.5 acres for community park land for
which the developer will not receive a credit.
12. Provisions Relating to Community Park. The developer will also convey 44.5 acres of land for the community
park for which the developer will receive a credit. The total 52 acres will be conveyed to the City in phases, at
the time of subdivision maps which include a portion of the proposed community park, provided the City may
request conveyance at an earlier date.
The developer will be entitled to a credit for conveyance of 44.5 acres against the community park land
obligation for residential projects. The use of the credits will be governed by the City's administrative
guidelines for use of public facility fee credits to be adopted by the Council.
The 44.5 acres is an estimate of the community park land dedication requirement for the Areas A-H properties.
If, following approval of tentative maps, the actual obligation for community park land dedication is less than
44.5 acres, the developer will be entitled to be compensated for the difference. For example, if the total
community park land dedication requirement for the entire project area is 40 acres, the developer will be
entitled to be compensated for 4.5 acres. The price the City will pay for the 4.5 acres will be the then current
fair market value but no greater than the land value used in the then current public facilities fee. This provides
some certainty to the City in calculating the fee in future years. The City has the option of giving the
developer a credit for this amount, rather than payment; the credit could be used by the developer against its
community park land dedication requirement for other residential property in the Eastern Dublin area.
The City needs to acquire 68 acres of usable and contiguous land for the community park. The Specific Plan
shows 13 of those acres to the east of the Lin property (on property currently owned by the Jordan family).
The Land Use and Development Plan for Areas B-E shows a 13 acre portion of the western side of the
community park as potentially developable for multi-family uses if the City makes a determination that the 13
acres are not necessary for the community park. The development agreement includes a determination that the
13 acre portion of the community park on the westerly side is not necessary for use as a community park.
However, the developer agrees that neither it nor its successors will develop these 13 acres for any uses
inconsistent with park uses until the City has actually determined that 68 usable and contiguous acres of land
are available for the community park.
The agreement contains assurances that the developer will work cooperatively with the City in the event it is
necessary to reconfigure or relocate the community park because the proposed site is not developable due to
federal wetlands or endangered species regulations. If the City needs to reconfigure or relocate the community
park on lands owned by the developer, the City will pay the fair market value, but no more than the land values
in the public facilities fee.
13. Box Culvert for Drainage Along 1-580. The developer will construct a box culvert along the northern side of
1-580 to channel drainage underground. The box culvert will improve the appearance of the site from 1-580.
The developer will pay the City $280,000 which will be used by the City to maintain the box culvert.
14. Floor Area Ratio. The agreement confirms that when the City calculates floor area ratios it applies the
specified floor area ratio to a parcel as a whole, regardless of whether a portion ora parcel is not developable.
Thus, a ten acre parcel with two acres of wetlands is still subject to development at the FAR for a ten acre
parcel, assuming all of the requirements of the specific plan and other applicable regulations can be met.
4
15. Wallis Property. The Lin Family also owns approximately 183 acres located north of the project, known as the
Wallis property. The agreement reflects the mutual desire of the City and the developer that the Wallis
property be annexed to the City. The developer agrees it will pay the City all development impact fees then in
effect in the event that development occurs on the Wallis property prior to annexation as an inducement to
develop in the City.
16. Costs for Acquisition of R-O-W. The construction of back-bone infrastructure through the assessment district
will require the acquisition of right-of-way for Dublin Boulevard, Central Parkway and Gleason Drive. The
developer agrees to pay the City an initial payment of $74,000 to be used by the City to begin acquisition of
the necessary right-of-way. The developer will pay the full cost of such acquisition including the costs of
appraisals, environmental review, legal fees and the actual cost of the right-of-way. The developer will
receive a credit against the traffic impact fee for the monies paid to City for such acquisition as long as the
right-of-way is within the TIF area. The developer will not be entitled to a credit for any monies used to
acquire right-of-way which is not in the TIF area.
Because there is the possibility of a remnant parcel being created north of Gleason Drive, the agreement would
allow the developer to purchase the remnant parcel. The developer would pay all of the City's cost of
acquisition of the remnant parcel. If the developer chooses not to acquire the remnant parcel, the City will
offer it for sale pursuant to adopted provisions of the Municipal Code, and will reimburse the developer for the
developer's payment to the City to acquire the remnant parcel.
17. Street Lighting. The developer is responsible for street lighting costs in the project area. The property will be
included within a Landscape and Lighting Assessment District to pay for street lighting. In addition, to
provide further protection for the City, the developer agrees it will record a declaration against the property to
impose a "deed assessment" on the property for the cost of street lighting and street light maintenance in the
event that an assessment is not levied against the property in any one year.
18. Miscellaneous Provisions. The agreement contains standard provisions regarding amendment of the
agreement; annual review of the agreement; default; estoppel certificate; protection of mortgagees; attorneys
fees; assignment of rights and obligations; indemnification; and insurance.
19. Term of Agreement. The term of the agreement would be 20 years. Given the cost to provide the required
infrastructure and the time required to build out the project, staff believes that 20 years is an appropriate term.
Moreover, the developer is making substantial contributions ($2,000,000 for the library, 7.5 acres of
community park land, construction ora box culvert for drainage and money to maintain it) as consideration for
the agreement.
CONCLUSION:
Staff recommends the Planning Commission conduct a public hearing and adopt the resolution recommending the
Council approve the master development agreement for the Dublin Ranch project.
GENERAL INFORMATION:
APPLICANT/OWNER: Chang Su-O-Lin (also known as Jennifer Lin) Hong Lien Lin (also known as
Frederic or Frcderich Lin) and Hong Yao Lin (also known as Kcvin Lin)
LOCATION:
GENERAL PLAN/
SPECIFIC PLAN
DESIGNATION:
EXISTING ZONiNG
AND LAND USE:
363 -4- acres (Area A) and 468.5 + acres (Areas B - E) North of the 1-580 Freeway, East
of Tassajara Road, West side of Fallon Road current alignment - Eastern Dublin
Specific Plan area. APN's: 985-3-I-2; 985-3-2; 985-2-3; 985-3-3-2; 985-7-2-15; 985-7-
2-6; 985-7-2-7; 985-7-2-8; 985-7-2-9; 985-6-7; 985-6-8; 985-6-1
147± acres (Area F), 86± acres (Area G) and 71 acres (Area H) north of the 1-580 Fwy,
east of Tassajara Road, west of current and future Fallon Road, Eastern Dublin Specific
Plan area. APN's: 985-0005-001,985-0005-002
Residential, Commercial Campus Office and Open Space
Planned Development (Ordinance No. 23-97, 24-97)
6
RESOLUTION NO. 99-
A RESOLUTION OF THE PLANNING COMMISSION
OF THE CITY OF DUBLIN
RECOMMENDING THAT THE CITY COUNCIL ADOPT A DEVELOPMENT AGREEMENT
FOR THE DUBLIN RANCH PROJECT - PA 96-038 (AREA A), PA 96-039 (AREA B-E), PA 98-068 (AREA
F), PA 98-069 (AREA G), & PA 98-070 (AREA H)
WHEREAS, the Lin Family, Inc., has requested approval of a Development Agreement for the Dublin
Ranch Project (Areas A, B, C, D, E, F, G, & H) on 1,119 Acres located in the Eastern Dublin Specific Plan
area; and
WHEREAS, a Development Agreement is required as an implementing measure of the Eastern Dublin
Specific Plan; and
WHEREAS, This project is within the scope of the Eastern Dublin Specific Plan and General Plan
Amendment, for which a Program EIR was certified (SCH 91103064). Mitigated Negative Declarations have
been approved for the various entitlements of which this project is a part. Those Mitigated Negative
Declarations together with the Program EIR adequately describes the total project for the purposes of CEQA.
WHEREAS, the Planning Commission did hold a public hearing on said application on April 13, 1999;
and
WHEREAS, proper notice of said public hearing was given in all respects as required by law; and
WHEREAS, the Staff Report was submitted recommending that the Planning Commission recommend
that the City Council approve the Development Agreement; and
WHEREAS, the Planning Commission did hear and use their independent judgment and considered all
said reports, recommendations and testimony hereinabove set forth.
NOW THEREFORE BE IT RESOLVED THAT THE Dublin Planning Commission does hereby make
the following findings and determinations regarding said proposed Development Agreement:
1. Said Agreement is consistent with the objectives, policies, general land uses and programs
specified in the City of Dublin General Plan and the Eastern Dublin Specific Plan in that, a) the General Plan
and Eastern Dublin Specific Plan land use designations for the subject site are Residential, Commercial,
Campus Office and Open Space, that this project is consistent with that designation; b) the project is
consistent with the fiscal policies in relation to provision of infrastructure and public services of the City's
General Plan and Eastern Dublin Specific Plan; c) the Agreement sets forth the rules the Developer and City
will be governed by during the development process which is required by the Eastern Dublin Specific Plan;
and the Mitigation Monitoring Program of the Eastern Dublin Specific Plan.
2. Said 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 Planned
Development Rezonings adopted specifically for the Dublin Ranch Project.
3. Said Agreement is in conformity with public convenience, general welfare and good land use
practice in that the Dublin Ranch Project will implement land use guidelines set forth in the Eastern Dublin
Specific Plan and City of Dublin General Plan which have planned for an office development at this location.
4. Said Agreement will not be detrimental to the health, safety and general welfare in that the
development will proceed in accordance with the Agreement and any Conditions of Approval for the Project;
and
5. Said Agreement will not adversely affect the orderly development of the property or the
preservation of property values in that the development will be consistent with the City of Dublin General Plan
and Eastern Dublin Specific Plan.
NOW, THEREFORE, BE IT FURTHER RESOLVED THAT THE Dublin Planning Commission does hereby
recommend that the City Council approve the Development Agreement between the Lin Family and the City of
Dublin (Attachment A) for The Dublin Ranch Project "Area A", "Areas B - E, F, G, & H" (PA 96-038 (Area A),
PA 96-039 (Area B-E), PA 98-068 (Area F), PA 98-069 (Area G), & PA 98-070 (Area H)
PASSED, APPROVED AND ADOPTED this 13th day of April, 1999,
AYES:
NOES:
ABSENT:
ATTEST:
Planning Commission Chairperson
Community Development Director
G:'~PA98-063~ocda res
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF DUBLIN, AND THE LIN FAMILY FOR THE DURIIN R~NCH PROJECT
"AREA A", "AREAS B - E, F, G, a H" - PA 96-038 (AREA A), PA 96-039 (AREA B-E), PA
98-068 (AREA F), PA 98-069 (AREA G), & PA 98-070 (AREA H)
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS:
Section 1. RECITALS
A. The proposed Dublin Ranch Project PA 96-038 (Area A), PA 96-039 (Area B-E), PA 98-
068 (Area F), PA 98-069 (Area G), & PA 98-070 (Area H) 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 Residential, Commercial, Campus
Office and Open Space uses.
B. This project is within the scope of the Eastern Dublin Specific Plan and General Plan
Amendment, for which a Program EIR was certified (SCH 91103064). Mitigated Negative Declarations
have been approved for the various entitlements of which this project is a part. Mitigated Negative
Declarations together with the Program EIR adequately describes the total project for the purposes of
CEQA. The analysis indicated that no new effects could occur and no new mitigation measures would be
required for the Dublin Ranch Project. Further, that analysis found that the project is in conformity with
the Eastern Dublin Specific Plan.
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 Lin Family, Inc., has filed an application requesting approval of a development
agreement for the Dublin Ranch Project.
E. A Development Agreement between the City of Dublin, and the Lin Family has been
presented to the City Council, a copy of which is attached to the Staff Report as Attachment 1.
F. A public heating on the proposed Development Agreement was held before the Planning
Commission on April 13, 1999, 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.
H. A public heating on the proposed Development Agreement was held before the City
Council on May 4, 1999, for which public notice was given as provided by law.
ATTACHMENT2
J. The City Council has considered the recommendation of the Planning Commission at the
May 4, 1999 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 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 Amendment, (d) the Specific Plan, (e) the
EIR, (f) 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 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
designations for the site are Residential, Commercial, Campus Office and Open Space 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, and (c) the Development Agreement includes provisions relating to
financing, construction and maintenance of public facilities, 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 districts in which the real property is located in that the project approvals
include Planned Development Rezonings, adopted specifically for the Dublin Ranch Project.
3. The Development Agreement is in conformity with public convenience, general welfare
and good land use policies in that the Dublin Ranch Project will implement land use guidelines set forth in
the Specific Plan and the General Plan which have planned for Residential, Commercial, Campus Office
and Open Space uses at this location.
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. APPROVAL
The City Council hereby approves the Development Agreement (Attachment 1 to the Staff Report)
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.
ATTACHMENT 2
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 of the City of Dublin, on this __ day of
,1999, by the following votes:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
MAYOR
CITY CLERK
G:PA 98-063 Ord DA
ATTACHMENT 2
The draft Development Agreement was not attached to the file
copy of this Agenda Statement. Following is a copy of the
recorded Development Agreement.
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
MASTER
DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF DUBLIN
AND
THE LIN FAMILY
FOR THE DUBLIN RANCH PROJECT
(Areas A, B, C, D, E, F, G and H)
TABLE OF CONTENTS
Section 1.
Section 2.
Section 3.
Description of Property .................................... 3
Relationship of City and Developer ........................... 4
Section 4. Effective Date and Term .................................... 4
Section 4.1 ~. ' 4
Section 4.2 Term .............................................. 4
Section 5. Use of the Areas A-E Property ................................ 4
Section 5.1 ~ .................................... 4
Section 5.2 ~ ...................................... 4
Section 6. ld~¢ of the Areas F-H Property ............................... 5
Section 6.1 ~ .................................... 5
Section 7. Future Development A~eement(s) Required .................... 5
Section 8. Applicable Rules. R%mlations and Official Policies ............... 6
Section 8.1 Rules re Permitted Uses ............................... 6
Section 8.2 Rules re Design and Construction of Public Improvements .... 6
Section 8.3 Uniform Codes Applicable ............................. 6
Section 9. Moratorium Not Applicable ................................. 6
Section 10. Applicable Fees and Dedications: Time of Payment ............... 7
Section i I.
Section 11. !
Section 11.2
Section 11.3
Section 11.4
Section 11.5
Subsequently Enacted or Revised Fees. Assessments and Taxes ...... 7
Fees. Exactions. Dedications ...................... 7
Revised Application Fees ......................... 7
New Taxes .................................... 8
Vote on Future Assessments and Fees ............... 8
Dublin/Alameda Development Agreement
for Dublin Ranch Project
Table of Contents - Page i of iv
March 25, 1999
99g I790
Section 12. /~ssessment District -- Backbone Infrastructure .................. 8
Section 13. Master Tentative Maps .................................... 9
Section 14. Timing ................................................ I0
Section 15. Ownership and Maintenance of Parks. Landscaping. and Open Space
Section 16. ~ ..................................... I1
Section 17.
Section 17.1
Section 17.2
Section 17.3
Section 17.4
Section 17.5
Section 17.6
Section 17.7
Section 17.8
Section 17.9
Section 17.10
Conveyance of 44.5 Acres for Community Park ...... 11
Conveyance of 7.5 Acres for Community Park ....... 11
Timing of Conveyance .......................... 12
Credit for Conveyance .......................... 12
Possible Compensation for Portion of 44.5 Acres ..... 12
~ ............................ 13
payment of Public Facilities Fee .............. 13
Restriction on Development of 13 Acres ............ 13
possible Recomfi[mration or Relocation of Community
Park ........................................ 14
"Not to Exceed" Value for Park Acreage ............ 14
Section 18. Maintenance Costs for Box Culvert .......................... 15
Section 19. Calculation of Floor Area Ratio ............................. 15
Section 20. "Widlis" Property ........................................ 15
Section 21. Storm Drain Master Plan .................................. 16
Section 22. Payment of Funds for Acquisition of Right of Way for Construction of
"Backbone Infrastructure" .................................. 16
Section 23. Right to Purchase Remnant Parcel North of Gleason Drive ........ 17
Section 24.
Dublin/Alameda Development Agreement Table of Contents - Page ii of iv
for Dublin Ranch Project March 25, 1999
Section 25. Amendment or Cancellation ............................... 18
Section 25.1 Modification Because of Conflict with State or Federal
Section 25.2
Section 25.3
Section 25.4
Section 25.5
Section 25.6
Amendment by Mutual Consent .................. 18
Insubstantial Amendments ...................... 19
Amendment of Areas A-E Pro!ect Approvals ......... 19
Amendment of Areas F-H Pro!ect ................. 19
Cancellation by Mutual Consent .................. 19
26.
Section 26.1 g__e3_~/~y_D_a~ ................................. 19
Section 26.2 Initiation of Review ............................ 20
Section 26.3 Staff Reports ................................. 20
Section 26.4 Costs ....................................... 20
Section 27. Default ................................................ 20
Section 27.1 Other Remedies Available ....................... 20
Section 27.2 ]2_o_[icc_alld_.Gl~ .............................. 20
Section 27.3 No Damages Against CITY ...................... 21
Section 28. ~ ...................................... 21
Section 29. Mortgagee Protection: Certain Rights of Cure .................. 21
Section 29.1 ~ .......................... 21
Section 29.2 Mortgagee Not Obligated ....................... 21
Section 29.3 Notice of Default to Mortgagee and Extension of Right to
Cure ........................................ 22
Section 30. S_exrJ~hil~ ............................................ 22
Section 31. Attomeys' Fees and Costs .................................. 22
Section 32.
Section 32.1
Section 32.2
Section 32.3
Section 32.4
Section 32.5
Transfers and Assi~nments ................................. 23
Right to Assign ............................... 23
Approval and Notice of Sale. Transfer or Assi~gnment .. 23
Effect of Sale. Transfer or Assignment .............. 23
permitted Transfer. Purchase or Assignment ......... 24
Termination of A~trteement Upon Sale of Individual Lots to
Public ...................................... 24
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Section 33. Agreement Runs with the Land ............................. 24
Section 34. ]3_al!]fl~tp_t~ ............................................. 25
Section 35. ~ ......................................... 25
Section 36. Insurance .............................................. 25
Section 36.1 Public !.iahility and Property Damage Insurance ...... 25
Section 36.2 Workers Compensation Insurance ................. 25
Section 36.3 E ' . ......................... 26
Section 37.
Section 38.
Section 39.
Section 40.
Section 41.
Section 42.
Notices ................................................ 26
Agr~ eement is Entire Understanding .......................... 27
Recordation ............................................ 28
Dublin/Alameda Development Agreement Table of Contents - Page iv of iv
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THIS DEVELOPMENT AGREEMENT is made and entered in the City of
Dublin on this 18th day of May, 1999, by and between the CITY OF DUBLIN, a
Municipal Corporation (hereafter "City"), and Chang Su-O-Lin (also known as
Jennifer Lin), Hong Lien Lin (also known as Frederic or Frederich Lin) and Hong Yao
Lin (also known as Kevin Lin), (hereafter "Developer"), pursuant to the authority of
§§ 65864 et seq. of the California Government Code and Dublin Municipal Code,
Chapter 8.56.
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 located in the City of Dublin, County of Alameda, State of California,
consisting of the following:
1 ) approximately 815 acres of land (known as Areas A, B, C, D & E) which is
more particularly described in Exhibit A-I attached hereto and incorporated herein by
this reference and which real property is hereafter called the "Areas A-E Property";
and
2) approximately 304 acres of land (known as Areas F, G and H) which is more
particularly described in Exhibit A-2 attached hereto and incorporated herein by this
reference and which real property is hereinafter called the "Areas F-H Property."
E. DEVELOPER proposes the development of the Areas A-E Property with
a combination of office, commercial and residential uses. Area A (approximately 348
acres) includes 571 dwelling units and a golf course; Area B to E (approximately 467
acres) includes 1,875 dwelling units in eleven distinct neighborhoods, 41.2 acres of
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general commercial, 44.6 acres of campus office, a community park and
approximately 32.4 acres of open space (together, the "Areas A-E Proiect"); and
F. DEVELOPER has applied for, and CITY has approved, various land use
approvals in connection with the development of the Areas A-E Project, including: 1 )
for Area A a PD District rezoning (Ordinance No. 23-97) and general provisions for
the PD District rezoning including the Land Use and Development Plan (Resolution
No. 139-97); and 2) for Areas B to E a General Plan and Specific Plan Amendment
(Resolution No. 140-97), a PD District rezoning (Ordinance No. 24-97) and general
provisions for the PD District rezoning including the Land Use and Development
Plan (Resolution No. 141-97), (collectively the "Areas A-E Project Approvals"); and
G. Development of the Areas A-E Property by DEVELOPER is subject to
certain future discretionaw approvals including master tentative maps (required by
this Agreement), tentative subdivision maps and site development review; and
H. The approved General Plan land use designations shown on the Land
Use Map in the General Plan at Figure 1-2B and on the Land Use Map in the Eastern
Dublin Specific Plan at Figure 4.1 for the Areas F-H Property allows development
with a combination of office, commercial and residential uses; and
I. DEVELOPER has applied for, and CITY has approved, various land use
approvals in connection with the Areas F-H Property including: 1) a General Plan
Amendment (Resolution No. 53-93); 2) the Eastern Dublin Specific Plan (Resolution
No. 53-93); and 3) prezoning (Resolution No. 104-94) (collectively the "Areas F-H
Project"); and
J. Development of the Areas F-H Property by DEVELOPER is subject to
certain future discretionary approvals including rezoning required by Resolution No.
104-94, master tentative maps (required by this Agreement), tentative maps and site-
development review; and
K. DEVELOPER has requested a development agreement in advance of the
time when a development agreement will be required by CITY for the Areas A-E
Property and F-H Property to comply with Chapter 11 of the Eastern Dublin Specific
Plan and CITY has agreed to enter into this agreement on the condition that a
further development agreement or agreements will be required at the time of or
following approval of tentative map(s) as described hereinafter in Section 7; and
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L. 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
M. CITY and DEVELOPER have reached agreement and desire to express
herein a Development Agreement that will facilitate development of the Areas A-E
Project and Areas F-H Project subject to conditions set forth herein; and
N. Pursuant to the California Environmental Quality Act (CEQA) the City
adopted a Negative Dedaration ("ND") for the Areas A-E Project and has found that
the ND is adequate for this Agreement. The City has also found that the Areas F-H
Project is within the scope of the Final Environmental Impact Report for the Eastern
Dublin General Plan Amendment and Specific Plan ("EIR") which was certified by the
Council by Resolution No. 51-93 and the Addenda dated May 4, 1993, and August
22, 1994; and
O. On May 18, 1999, the City Council of the City of Dublin adopted
Ordinance No. 16-99 approving this Development Agreement. The ordinance took
effect on June 17, 1999.
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:
Section 1. Description of Property.
The property which is the subject of this Development Agreement is
described in ~F~_~ihi.t_~- attached hereto (the "Areas A-E Property") and in ~
2, attached hereto (the "Areas F-H Property").
Section 2. Ilxterest of Developer.
The DEVELOPER has a legal or equitable interest in the Areas A-E
Property and in the Areas F-H Property in that it owns the Areas A-E Property and
the Areas F-H Property in fee simple.
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Section 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.
Section 4. Effective Date and Tenn.
Section 4.1 ~. The effective date of this Agreement shall
be the date upon which this Agreement is signed by CITY.
Section 4.2 Term. The term of this Development Agreement shall
commence on the effective dat~ and extend twenty (20) years thereafter, unless said
term is otherwise terminated or modified by circumstances set forth in this
Agreement or by a Specific Plan Development Agreement, as defined and described in
Section 7.
Section 5. U~e of the Areas A-E Property.
Section 5.1 ]~[Z~o~. Developer shall have the vested fight to
develop the Areas A-E Project on the Areas A-E Property in accordance with the
terms and conditions of this Agreement, the Areas A-E Project Approvals, and any
amendments to any of them as shall, from time to time, be approved pursuant to this
Agreement.
Section 5.2 P_ennJSgefl_U-~. The permitted uses of the Areas A-E
Property, the density and intensity of use, the height, bulk and size of proposed
buildings, general provisions for reservation or dedication of land for public purposes
and general location and maintenance of on-site and off-site improvements, general
location of public utilities (operated by CITY) and other terms and conditions of
development applicable to the Areas A-E Property, shall be those set forth in this
Agreement, the Areas A-E Project Approvals and any amendments to this Agreement
or the Areas A-E Project Approvals.
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Section 6. Use of the Areas F-H Property
Section 6.1 I~ghLK~Y~. DEVELOPER shall have the vested
right to develop the Areas F-H Property in accordance with the land use designations
shown on the Land Use Map in the General Plan (Figure lo2B) (Exhibit B hereto)
and Eastern Dublin Specific Plan (Figure 4.1) (~llJ_b~_~ hereto), provided that all
required approvals are obtained (including PD Rezoning, Master Tentative Map(s)
and Tentative Map(s)) and provided further that approval of any units per acre
(residential) and F.A. tL per acre (non-residential)over the minimum units per acre
and F.A~R's shown in the General Plan and Specific Plan are not guaranteed by this
agreement but, rather, are dependent on findings of consistency with all other policies
of the General Plan and Specific Plan and environmental review. Consistent with the
EIR, CITY shall consider the midpoint of density ranges shown in the Specific Plan
when reviewing any application for required approvals.
Section 6.2 Proposed Revised Land Use Designations. DEVELOPER
intends to process an amendment to the General Plan and Specific Plan land use
designations on the Areas F-H Property and to seek zoning/rezoning approval for
such land uses. In conjunction with CITY approval of a PD District zoning for such
property, CITY and DEVELOPER agree that they will amend this agreement or enter
into a new development agreement for the purpose of vesting the right to develop the
Areas F-H Property based on such revised land use designations for a period equal to
the remaining term of this Agreement. Upon the effective date of such amendment
or new development agreement, the right to develop the Areas F-H Property as
provided in Section 6.1 shall terminate and shall be replaced by the right to develop
the Areas F-H Property in accordance with the revised land use designations.
Section 7. Future Development Agreementts) Required.
Notwithstanding any other provision of this Development Agreement to
the contrary, DEVELOPER shall not be able to develop the Areas A-E Property or the
Areas F-H Property, or any portions thereof, until it has entered into another
development agreement or agreements with CITY, applicable to the portions of the
Areas A-E or Areas F-H Property, which DEVELOPER proposes to develop as
required by Chapter I 1 of the Eastern Dublin Specific Plan (a "Specific Plan
Development Agreement"). The purpose of the "Specific Plan Development
Agreement" shall be to comply with the requirement of Chapter 11 and shall not be
for the purpose of impairing any of DEVELOPER's rights hereunder. As used herein,
"develop" shall mean recordation of a final subdivision map (excluding a final
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"master" map), a final parcel map for a commercial or office use, a final map for
medium, medium high or high density residential uses) or issuance of a conditional
use permit, site development review or a building permit.
For the term of this agreement, this Development Agreement shall
continue in effect as to any portion of the Areas A-E Property or Areas F-H Property
which is subject to a Specific Plan Development Agreement upon the effective date of
such agreement except as modified by specific provisions of a Specific Plan
Development Agreement.
Section 8. Applicable Rules. R%mlations and Official Policies.
Section 8.1 Rules re Permitted Uses. Unless otherwise expressly
provided in Paragraph 5 of this Agreement, for the term of this Agreement, the City's
ordinances, resolutions, rules, regulations and official policies governing the permitted
and conditional permitted uses of the Areas A-E Property, governing density and
intensity of use of the Areas A-E Property and the maximum height, btflk and size of
proposed buildings shall be those in force and effect on the effective date of this
Agreement.
Section 8.2 Rules re Design and Construction of Public Improvements.
The ordinances, resolutions, roles, regulations and official policies governing design,
improvement and construction standards and specifications applicable to public
improvements to be constructed by Developer shall be those in force and effect at the
time of the applicable permit approval for the public improvement.
Section 8.3 Uniform Codes Applicable. Unless expressly provided in
Paragraph 5 of this Agreement, the Areas A-E Project shall be constructed in
accordance with the provisions of the City's adopted 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 Areas A-E Project.
Section 9. 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 other0vise, that imposes a building moratorium, a limit on
the rate of development, or a voter-approval requirement which affects the Areas A-E
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Project or the Areas F-H Project on all or any part of the Areas A-E Property or Areas
F-H Property, CITY agrees that such ordinance, resolution or other measure shall not
apply to the Areas A-E or Areas F-H Project, the Areas A-E or Areas F-H Property,
this Agreement or the Areas A-E Project Approvals unless the building imposed by
CITY as part of a declaration of a local emergency (including a moratorium due to
lack of sewer or water capacity) or state of emergency as defined in Government Code
§ 8558.
Section 10. Applicable Fees and Dedications: Time of Payment.
The Areas A-E Property shall be subject to those development impact
fees and dedications required by CITY's adopted ordinances, resolutions and policies
which are in effect at the time of approval of tentative subdivision maps.
The Areas F-H Property shall be subject to those development impact
fees and dedications required by CITY's adopted ordinances, resolutions and policies
which are in effect at the time of approval of future discretionary approvals.
All applicable development impact fees for the Areas A-E Property and
the Areas F-H Property will be paid by DEVELOPER at the time of issuance of
building permits and in the then-current amount of the impact fee.
Section 11. Subsequently Enacted or Revised Fees. Assessments and Taxes.
Section 11.1 Fees. Exactions. Dedications. CITY and
DEVELOPER agree that the fees payable and exactions required in connection with
the development of the Areas A-E Project and the Areas F-H Project for purposes of
mitigating environmental and other impacts of the Areas A-E Project and the Areas F-
H Project, providing infrastructure for the Areas A-E Project and the Areas F-H
Project and complying with the Specific Plan shall be determined at the time of
future discretionary approvals, including tentative subdivision map(s).
Section 11.2 Revised Application Fees. Any existing application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Areas A-E Project and Areas F-H Project provided that (1) such fees
have general applicability; and (2) the application of such fees to the Areas A-E
Property is prospective.
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Section I 1.3 New Taxes. Any subsequently enacted city-wide
taxes shall apply to the Areas A-E Project and the Areas F-H Project provided that the
application of such taxes to the Areas A-E Property is prospective.
Section 11.4 Assessments~ Nothing herein shall be construed to
relieve the Areas A-E Property or Areas F-H 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 Areas A-E Property or Areas F-H
Property.
Section 11.5 Vote on Future Assessments and Fees. In the event
that any assessment, fee or charge which is applicable to the Areas A-E and/or Areas
F-H 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, that CITY may count DEVELOPER's ballot as affirmatively voting in
favor of such assessment, fee or charge.
Section 12. Assessment District -- Backbone Infrastructure.
CITY has entered into this agreement to, among other things, facilitate
DEVELOPER's financing of the construction of certain "backbone infrastructure" to
serve the Areas A-E Property and Areas F-H Property. DEVELOPER's preferred
method of financing "backbone infrastructure" is an assessment district formed
pursuant to the Assessment District Act of 1913 with the area to be assessed being a
portion of the Areas A-E Property and Areas F-H Property. In the event the
assessment district is not established and/or bonds are not sold to fund all of the
"backbone infrastructure", DEVELOPER shall provide an alternate method of
financing the "backbone infrastructure" prior to the approval of the first final
subdivision map that creates lots for sale or lease for the property (i.e., subdivision
subsequent to the creation of parcels pursuant to the filing of a Master Final Map), or
the first non-residential building permit in either Areas A-E Property or the Areas F-H
Property.
The "backbone infrastructure" referred to herein is generally described in
Exhibit D and is anticipated to be built in one or more phases. The final list of
improvements to be financed through the Assessment District will be determined by
the City Council upon formation of the Assessment District. Some of the "backbone
infrastructure" may be constructed by DEVELOPER and acquired by CITY and/or
the Dublin San Ramon Sexvices District ("DSRSD") through the Assessment District
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and some of the "backbone infrastructure" will be constructed by CITY or DSRSD
using Assessment District funds.
DEVELOPER recognizes that the timing of the formation of the
assessment district depends on approval of this agreement. DEVELOPER also
recognizes that CITY will adopt policies establishing conditions for formation of the
assessment district and issuance of bonds.
Section 13. Master Tentative Maps.
DEVELOPER agrees that it will file three or more (but not more than
seven) "master" tentative maps for the Areas A-E Property and the Areas F-H
Property, as contemplated in Section 11.2.8 of the Eastern Dublin Specific Plan. For
CITY, the purpose of filing "master" tentative maps is to assure that all arterial streets
and major infrastructure (including the "backbone infrastructure" and any other
needed infrastructure not listed on Exhibit D) are constructed to serve the entire area
included on the "master" tentative map (the "Master Map Area"). For DEVELOPER,
there are several purposes for filing "master" tentative maps; these purposes include
(a) assuring that all arterial streets and major infrastructure are planned to serve the
Master Map Area, (b) to create master parcels which may be further subdivided, and
(c) to create master parcels of logical size for purchase by builders/developers for
construction of projects.
To effectuate the CITY's purposes, the "master" tentative maps will be
conditioned to assure the following: (a) that each parcel may be further subdivided;
(b) that a Specific Plan Development Agreement will be required at the time of
further subdivision or prior to final map (if no further subdivision occurs); (c) that
DEVELOPER shall prepare a street alignment study adequate for CITY to use to
establish right-of-way lines for all arterial streets required to provide access to the
Master Map Area to the satisfaction and requirements of CITY's Public Works
Director; (d) that all arterial streets required to provide access to the Master Map
Area (including those arterial streets included in the "backbone infrastructure" and
any other arterial streets) are guaranteed to CITY's satisfaction prior to or concurrent
with the final map; (e) that all major infrastructure (including drainage
improvements) required to serve the Master Map Area (including major infrastructure
induded in the "backbone infrastructure" and any other such major infrastructure) are
guaranteed to CITY's satisfaction prior or concurrent with the final map; (f) that
drainage improvements are adequate for all upstream development and that
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downstream improvements are adequate assuming that no development were to occur
except in the Master Map Area; and (g) that ail utilities required to serve the Master
Area, including gas, electricity, telephone, cable TV, water and sewer are master
planned.
Nothing provided herein shall be deemed to restrict CITY's discretion to
impose any other conditions it deemS appropriate on a "master" tentative map.
Section 14. ~
With the exception of the "backbone infrastructure improvements" described
in Section 12 and the "Master" tentative maps described in Section 13, this
Agreement contains no requirements that DEVELOPER must initiate or complete
development of the Areas A-E Project or the Areas F-H Project within any period of
time set by CITY. It is the intention of this provision that DEVELOPER be able to
develop the Areas A-E Property and the Areas F-H Property in accordance with its
own time schedules and the Areas A-E Project Approvais and the Areas F-H Project.
Section 15. Ownership and Maintenance of Parks. Landscaping. and Open
Ownership and maintenance of parks, landscaping and open space areas
in the Areas A-E Property and the Areas F-H Property shall be as follows:
OWNERSHIP MAINTENANCE
Parks Public City City
Stream Conidor Open Space Areas Home Owners Zone 7-EBRPD* or
Association ("HOA") Community HOA
Stream Corridor Trails EBRPD/HOA Zone 7-EBRPD* or HOA
Other Trails EBRPD/HOA EBRPD or HOA
Trails along arterials City/HOA ** City (pavement only);
HOA (landscaping)
Right-of-Way Landscaping - City City
Arterials/Medians
Right-of-Way Landscaping (curb to ROW City HOA
line)
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Right-of-Way Landscaping - internal public City HOA
streets
Subdivision Community Landscaping Private HOA
Rural Residential/Agricultural Lands Private Private
* Public easement required
** To be determined at tentative map
Section 16. ]~Igi~y_.q.~lU~021~.
DEVELOPER agrees to contribute Two Million Dollars ($2,000,000) to
CITY for use by CITY for construction of a new library. DEVELOPER shall not be
entitled to credit against payment of Public Facilities Fees on account of such
contribution. DEVELOPER will pay CITY the $2,000,000 60 days following written
notice from CITY but no sooner than the date CITY awards the contract.
Section 17. ~
Section 17.1 Conveyance of 44.5 Acres for Community Park. By
grant deed, DEVELOPER shall convey to CITY in fee simple and free of any
assessments for "backbone infrastructure" 44.5 acres of land for the community park
shown on Figure 4. I in the Eastern Dublin Specific Plan which is located adjacent to
and west of Fallon Road ("Community Park"). The exact location of the land to be
conveyed shall be determined by CITY. DEVELOPER shall provide City with
evidence that the land to be conveyed and underlying groundwater are free of
hazardous substances. DEVELOPER shall be entitled to a credit for conveyance of
such 44.5 acres as of the Effective Date.
Section 17.2 Conveyance of 7.5 Acres for Community Park. By
grant deed, DEVELOPER shall convey to CITY in fee simple and free of any
assessments for "oackbone infrastructure" an additional 7.5 acres of land for the
community park shown on Figure 4. i in the Eastern Dublin Specific Plan which is
located adjacent to and west of Fallon Road ("Community Park"), for a total of 52
acres. The exact location of the 7.5 acres of land to be conveyed shall be determined
by CITY. DEVELOPER shall provide City with evidence that the land to be
conveyed and underlying groundwater are free of hazardous substances.
DEVELOPER shall receive no credit for conveyance of such 7.5 acres, which property
shall be used by CITY to reduce the current 3.3 acre deficiency in total community
park acreage City-wide and to reduce the need for joint use by CITY and the Dublin
Unified School District of school/park lands.
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Section 17.3 Timing of Conveyance. The total 52 acres shall be
conveyed to CITY in phases. The first conveyance shall occur when DEVELOPER
records the first final subdivision map which includes all or a portion of an existing
parcel of land which includes land which will become part of the community park.
Additional conveyances shall occur when DEVELOPER records subsequent final
subdivision maps which include portions of existing parcels of land which include
land which will become part of the community park. Notwithstanding the foregoing,
conveyances may occur at such earlier date(s)designated by CITY 60 days in advance
in writing.
Section 17.4 ~. DEVELOPER may use its
credit for conveyance of 44.5 acres to satisfy its obligation under Dublin Mtmidpal
Code Chapter 9.28 (City's "Quimby Act" ordinance) for community park land for any
residential project on the Areas A-E Property or the Areas F-H Property. All other
aspects of use of the credit shall be as provided in CITY's administrative guidelines
governing use of credits against payment of the Public Facilities Fee.
DEVELOPER may request, and CITY will consider, use of such credits
for non-residential projects.
Section 17.5 Possible Compensation for Portion of 44.5 Acres. In
the event that the total "Quimby Act" dedication requirement for the Areas A-E
Property and Areas F-H Property is less than 44.5 acres and provided there are
sufficient Public Facilities Fee monies for the Community Park Land "component" of
the Fee available, CITY shall compensate DEVELOPER for the difference between
the "Quimby Act" ordinance dedication requirement and 44.5 acres ("the
Difference"). In such event, DEVELOPER agrees that CITY will pay DEVELOPER
for the "Difference" at the then-current "fair market value (based on DEVELOPER's
estimation)," provided in no event shall the "fair market value" exceed the land value
used by CITY in calculating its then-current Public Facilities Fee. The payment to
DEVELOPER shall occur upon approval of the last map for a residential project,
which is the time when the entire "Quimby Act" dedication requirement for all of the
Areas A-E and Areas F-H Properties will be known and the Difference can be
calculated, provided that if there are insufficient Public Facilities Fee monies at such
time, the amount of the payment shall become a right to reimbursement, to be paid
pursuant to adopted guidelines from Fee monies only. As used in this Section 17,
"then current" means the date of an agreement to purchase or the '¥aluation date", as
defined in the Eminent Domain Law.
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As an alternative to payment to DEVELOPER, CITY may at its option
grant DEVELOPER a credit in the amount of the Difference, which credit may be
used by DEVELOPER against its dedication requirement under the "Quimby Act" for
Community Park Land on other residential property which DEVELOPER proposes to
develop. All aspects of the use of any such credit shall be governed by guidelines to
be adopted by CITY regarding credits and reimbursement for Public Facilities Fees.
Section 17.6 Illustrative Example. The following example
illustrates the provisions of Section 17.5:
Assume that the "Quimby Act" dedication requirement for all of the
Areas A-E Property and Areas F-H Property is 30 acres.
DEVELOPER conveys 52 acres and receives a credit for 44.5 acres.
DEVELOPER's "Quimby Act" dedication requirement of 30 acres is subtracted from
44.5 acres for a total of 14.5 acres for which CITY must compensate DEVELOPER_
At the time of the conveyance (last final map), the "fair market value"
of the 14.5 acres (based on DEVELOPER's estimation) is $400,000 an acre and the
land value used by CITY in its then-current Public Facilities Fee is $375,000 an acre.
CITY shall pay DEVELOPER the sum of $5,437,500 (I 4.5 x $375,000).
Alternatively, if the "fair market value" (based on DEVELOPER's estimation) is
$350,000 an acre, CITY shall pay DEVELOPER $5,075,000.
Section 17.7 Payment of Public Facilities F¢¢. In the event
that the total "Quimby Act" dedication requirement for the Areas A-E Property and
Areas F-H Property is more than 44.5 acres, DEVELOPER shall comply with the
Quimby Act Ordinance by dedicating additional land or paying fees.
DEVELOPER will pay all other components of CITY's Public
Facilities Fee for residential development and shall pay the Fee in full for non-
residential development.
Section 17.8 Restriction on Development of 13 Acres. CITY
agrees that the 13-acre portion of the Community Park illustrated on the Land Use
and Development Plan/District Planned Development Plan for Areas B-E with a "***"
shall not be necessary for use as part of the Community Park. CITY and
DEVELOPER agree that neither DEVELOPER nor its successors in interest will
develop the 13 acres for any uses inconsistent with park uses until CITY has made a
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determination that 68 usable and contiguous acres of land (including lands owned by
persons other than DEVELOPER) are available for the Community Park. CITY will
make its determination within six months of the date CITY receives information it
believes is reliable that 68 contiguous acres can be developed as a park without
interference from other iurisdictions. By its agreement hereto, DEVELOPER agrees
that CITY may deny a proposal to develop the 13 acres or any portion thereof until
CITY has made such determination and DEVELOPER will not claim damages as a
result of such denial. "Develop,' as used herein, has the same meaning as used in
Section 7.
Section 17.9 possible Reconfi~tmration or Relocation of
~ In the event that CITY needs to reconfigure or relocate the
Community Park because all or a portion of the Community Park site is
undevelopable for community park purposes due to federal wetlands or endangered
species regulations or for any other reason related to federal and/or state regulatory
permits, DEVELOPER and CITY agree to work together cooperatively in an attempt
to reconfigure or relocate the Community Park so that CITY is able to provide a 68-
acre usable contiguous community park in the general location of the Community
Park. In such event, CITY will attempt to redesignate land uses on the Areas A-E
Property to retain the level of development approved by the PD District rezoning and
Land Use and Development Plan (Ordinance No. 23-97 and Resolution No. 139-97).
If CITY and DEVELOPER are unable to agree on a reconfiguration or relocation of
the Community Park to achieve CITY's need for 68 acres and CITY acquires such
needed acreage through purchase or condemnation, DEVELOPER agrees that the
value of such land shall be the then-current "fair market value," provided in no event
shall the "fair market value" exceed the land value used by CITY in calculating its
then-current Public Facilities Fee.
Section 17.10 "Not to Exceed" Value for Park Acreage. In the
event that City is required to acquire any of the Areas A-E and/or Areas F-H Property
for park purposes by agreement or condemnation in excess of the 52 acres for the
Commtmity Park, DEVELOPER agrees that the value of the portion of such property
to be so acquired in excess of the portion which is required to be dedicated under the
Quimby Act Ordinance shall be the then-current "fair market value," provided in no
event shall the "fair market value" exceed the land value used by CITY in calculating
its then-current Public Facilities Fee. This Section 17.10 shall be applicable only to
the acquisition by CITY of property to satisfy the requirements of the Eastern Dublin
General Plan and Specific Plan..
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Section 18. Maintenance Costs for Box COvert.
DEVELOPER agrees that, subject to approval from regulatory agencies
having jurisdiction, it will construct a box culvert along the northern side of 1-580
(along the southern boundary of the areas A-E and F-H Property to channel drainage
from the Areas A-E Property and the Areas F-H Property. DEVELOPER further
agrees that it will make a one-time payment to CITY of $280,000 to be used by
CITY for the maintenance costs of the box culvert no later than the date CITY
accepts the box culvert improvements.
Section 19. Calculation of Floor Area Ratio.
In calculating the Floor Area Ratio ("FA.R.") for development of
individual parcels of the Areas A-E Property and/or the Areas F-H Property, CITY will
use gross acres, before subtracting land to be used for streets and utilities.
The F.A.R.'s spedfied in the Specific Plan will be applied by CITY to
individual parcels, regardless of whether a portion of a parcel is not developable
because it is to be used for wetlands or other environmental mitigation.
Section 20. "Wallis' Property.
DEVELOPER is the owner of approximately 183 acres, located within
Alameda County (the "Wallis Property"), as shown in ~. The Wallis
Property is not within the City of Dublin but is within the Eastern Dublin Specific
Plan area and is within CITY's sphere of influence.
It is the mutual desire of CITY and DEVELOPER that the Wallis
Property be annexed to CITY prior to development on the Wallis Property. Upon
request of DEVELOPER and provided it is legally possible, CITY will initiate an
application to annex the Wallis Property to CITY.
In the event that development occurs on the Wallis Property while it is
unincorporated, DEVELOPER agrees that it will pay all CITY development impact
fees then in effect and applicable to property in Eastern Dublin to CITY.
Except for the agreement in the preceding paragraph, the Wallis
Property is not subiect to this Agreement
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Section 21. Storm Drain Master Plan.
DEVELOPER will prepare a Master Storm Drainage Study covering all
of the Areas A-E and Areas F-H Properties to the satisfaction and requirements of
CITY's Public Works Director. DEVELOPER shall complete the Master Storm
Drainage Study to the Public Works Director's satisfaction prior to approval by CITY
of the first "master" tentative map.
Section 22. Payment of Funds for Acquisition of Right of Way for
Construction of "Backbone Infrastructure".
Upon 20 days' written notice from CITY, DEVELOPER will pay to
CITY the amount of $74,000 to be used by CITY to acquire any tight-of-way (and
easements) needed for construction by DEVELOPER of the "backbone
infrastructure". Such right-of-way includes that necessary for Gleason Drive, Central
Parkway and Dublin Boulevard from the Areas F-H Property to Tassaiara Road.
CITY agrees that it will use such monies to acquire such right-of-way as expeditiously
as possible. The monies will be used by CITY for all expenses associated with the
acquisition of such right-of-way, including but not limited to legal desctiptions,
appraisal fees, title reports, environmental review and documentation, preparation of
all documents for adoption of a resolurion of necessity and convenience, court costs
(including, but not limited to, fees for preparation of transcripts), costs of litigation,
ttial and appeal, induding document preparation, expert witness fees and attorney's
fees and costs, the fair market value of the land (as mutually agreed upon or as
determined by the court), and any award made by the court to the defendants
(including but not limited to market value, severance damages, attorneys' fees,
appraisers' fees, expert witness fees, and all other costs [collectively, "Acquisition
Costs"]), whether or not the eminent domain action results in the acquisirion of the
real property sought to be condemned.
It is anticipated that the total Acquisition Costs will be approximately
$4,276,000. Accordingly, upon written request from CITY and 20 days' notice,
DEVELOPER will pay to CITY any amounts in addition to the initial payment of
$74,000 which CITY determines are necessary to acquire such right-of-way.
CITY shall provide DEVELOPER with an accounting of the Acquisition
Costs incurred by CITY on a quarterly basis.
CITY will keep DEVELOPER apprised of any negotiations for
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acquisition of the right-of-way and, provided CITY's attomey-dient privilege is not
waived, will provide DEVELOPER the opportunity to participate in negotiations.
Prior to entering into any agreement with the owner(s) of the land to be acquired,
CITY will consult with DEVELOPER regarding the amount of any proposed payment
and whether setdement or trial is preferable in DEVELOPER's opinion. However,
CITY retains the right to determine the amount of any such payment in its sole
discretion.
DEVELOPER will receive credit against the TIF for monies paid to
CITY pursuant to this subsection used for acquisition of any right-of-way which is
within the TIF area needed for the Gleason Drive, Central Parkway and Dublin
Boulevard improvements. The credit shall be in the amount of City's final
"Acquisition Costs" needed to acquire such fight-of-way. DEVELOPER shall not be
entitled to a credit for any monies used to acquire right-of-way which is not in the
TIF areas.
The credit shall be granted at the time CITY obtains possession of the
right-of-way in the amount of Acquisition Costs (if possession is acquired by
agreement) or in the amount of CITY's "deposit of probable compensation" (if
possession is acquired by an "order of immediate possession". Additional credits, if
any, will be granted annually based on actual expenditures by CITY.
Any monies paid by DEVELOPER pursuant to this subsection which are
not needed by CITY to acquire the right-of-way shall be refunded to DEVELOPER
within 90 days' following final judgment of condemnation.
Section 23. Right to Purchase Remnant Parcel North of Gleason Drive.
In the event that CITY determines it should acquire any portion of the
land north of the proposed extension of Gleason Drive east of Tassajara Road (the
"Remnant Parcel"), as shown on Exhibit F hereto, through purchase or condemnation
for the purpose of avoiding severance damages DEVELOPER agrees to pay to CITY,
upon 30 day's written notice, the amount(s) requested by CITY for such acquisition,
which shall include all CITY's anticipated costs as described in Section 22 ("Costs of
Remnant Acquisition"). Following acquisition of the Remnant Parcel, CITY agrees to
offer the Remnant Parcel to DEVELOPER for purchase. If accepted, CITY would
convey the Remnant Parcel to DEVELOPER by quit claim deed in exchange for
payment of ail of CITY's actual costs to acquire the "Remnant Parcel" as determined
by CITY. If DEVELOPER does not accept the offer to purchase within 30 days' of
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written notice, CITY will dedare the Remnant Parcel to be surplus and follow the
provisions of Dublin Municipal Code Chapter 2.38 for disposal of the Remnant
Parcel. Upon disposal of the Remnant Parcel, CITY will pay DEVELOPER the
proceeds of the sale (less CITY's administrative costs of conducting the sale) but not
to exceed the Costs of Remnant Acquisition paid by DEVELOPER to CITY.
DEVELOPER's obligations to indemnify, defend and hold CITY harmless pursuant to
Section 35 shall extend to any claims, costs and liability arising out of CITY's actions
or inactions pursuant to this section.
Section 24.
Street Lighting.
DEVELOPER has asked CITY to form an assessment district pursuant
to the Lighting and Landscaping Act of 1972 to pay for street lighting in order to
satisfy DEVELOPER's obligation to pay for street lighting in the Areas A-E Property
and the Areas F-H Property. DEVELOPER will not protest the formation of, or
annexation to, such an assessment district or the levy of an assessment. Ftm_hermore,
DEVELOPER agrees to record a declaration of covenants, conditions and restrictions
or a similar document against the Areas A-E Property and Areas F-H Property before
issuance of a Certificate of Occupancy for any structure on either of such properties,
which declaration will covenant DEVELOPER, on behalf of themselves and their
successors, to pay a "deed assessment" to CITY for the costs of street lighting and
street light maintenance in the event that the assessment for street light costs and
maintenance is not levied against the Areas A-E Property and/or Areas F-H Property,
or any portion of either of them, in any year.
Section 25. Ar~¢ndment or Cancellation.
Section 25.1 Mgdification 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
anodify 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 8.56.
Section 25.2 Amendment by 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 State law and Chapter 8.56.
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Section 25.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding paragraph 25.2, 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 Areas A-E Property as provided in paragraph 5.2; (c)
provisions for "significant" reservation or dedication of land; (d) conditions, terms,
restrictions or requirements for subsequent discretionary actions; (e) the density or
intensity of use of the Areas A-E Project; (f) the maximum height or size of proposed
buildings; (g) monetary contributions by DEVELOPER as provided in this
Agreement; or (h) the Areas F-H Property shall not, except to the extent othenvise
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. CITes Public Works Director shall determine whether a reservation or
dedication is "significant".
Section 25.4 Amendment of Areas A-E Project Approvals. Any
amendment of Areas A-E Project Approvals relating to: (a) the permitted use of the
Areas A-E Property; (b) provision for reservation or dedication of land; (c) conditions,
terms, restrictions or requirements for subsequent discretionaW actions; (d) the
density or intensity of use; (e) the maximum height or size of proposed buildings; (0
monetary contributions by the DEVELOPER; or (g) public improvements to be
constructed by DEVELOPER shall require an amendment of this Agreement. Any
other amendment of the Areas A-E Project Approvals, or any of them, shall not
require amendment of this Agreement unless the amendment of the Areas A-E Project
Approval(s) relates specifically to some provision of this Agreement.
Section 25.5 Amendment of Areas F-H Pro!ect. Any amendment
of the Areas F-H Project will require amendment of this agreement or a new
development agreement, as provided in Section 6.2.
Section 25.6 Cancellation by 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 and/or land dedicated pursuant to this
Agreement prior to the date of cancellation shall be retained by CITY.
Section 26. ~.
Section 26. I Review Date. The annual review date for this
Agreement shall be Inly 15, 2000 and each luly 15 thereafter.
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Section 26.2 I -- i n f ' . The 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 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 as provided in Government Code §§65684 et seq. The
burden of proof by substantial evidence of compliance is upon the DEVELOPER~
Section 26.3 ~. 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.
Section 26.4 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.
Section 27. Default.
Section 27.1 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.
Section 27.2 ~. 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.
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Section 27.3 No Damages Against CITY. In no event shall
damages be awarded against CITY upon an event of default or upon termination of
this Agreement.
Section 28. l~lg/121g0~lifl~.
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
authorized to execute any certificate requested by DEVELOPEIL 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.
Section 29. Mortgagee Protection: Certain Rights of Cure.
Section 29.1 ~. This Agreement shall be
superior and senior to any lien placed upon the Areas A-E and/or Areas F-H 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 tide to the
Areas A-E and/or Areas F-H Property, or any portion thereof, by foreclosure, trustee's
sale, deed in lieu of foreclosure, or otherwise.
Section 29.2 Mortgagee Not Obligated. Notwithstanding the
provisions of Section 29.1 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
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imposition; provided, however, that a Mortgagee shall not be entitled to devote the
Areas A-E and/or Areas F-H Property to any uses or to construct any improvements
thereon other than those uses or improvements provided for or authorized by the
Areas A-E Proiect Approvals or by this Agreement.
Section 29.3 Notice of Default to Mortgagee and Extension of
P~t_tg__CA~. 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 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 23.7 for not more than an additional sixty (60) days
upon request of DEVELOPER or a Mortgagee.
Section 30. 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.
Section 31. Attom .eys' 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, the Areas A-E Project Approvals, the Areas F-H
Project or CITY's actions pursuant to this agreement, 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 and for any attorney's fees and costs awarded to a party to be paid by
CITY.
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Section 32. Transfers and Assi~enments.
Section 32.1 ]?~ght_tg_/~S~. It is anticipated that DEVELOPER
will sell, transfer or assign portions of the Property to other developers (each such
other developer is referred to as a "Transferee"). In connection with any such sale,
transfer or assignment to a Transferee, DEVELOPER may sell, transfer or assign to
such Transferee any or all rights, interests and obligations of DEVELOPER arising
hereunder and that pertain to the portion of the Property being sold or transferred, to
such Transferee, provided, however, that: a) no such transfer, sale or assignment of
DEVELOPER's rights, interests and obligations hereunder shall occur without prior
written notice to CITY and approval by the City Manager (which shall be for the
purpose of assuring CITY that the proposed transferee can perform DEVELOPER's
obligations hereunder), which approval shall not be unreasonably withheld or
delayed; and b) DEVELOPER may not transfer, sell or assign its obligation to
construct or finance construction of, any of the "backbone infrastructure" described in
Section 12 unless all of the "backbone infrastructure" proposed for assignment is all of
the backbone infrastructure required in conjunction with a master tentative map
pursuant to Section 13..
Section 32.2 Aonroval and Notice of Sale. Transfer or
i~sigtlKtg~. The City Manger shall consider and decide on any transfer, sale or
assignment within ten (10) working days after DEVELOPER's notice, provided all
necessary documents, certifications and other information showing the proposed
transferee can perform DEVELOPER's obligations are first provided to the City
Manager. Notice of any such approved sale, transfer or assignment (which includes a
description of all rights, interests and obligations that have been transferred and those
which have been retained by DEVELOPER) shall be recorded in the official records
of Alameda County, in a form acceptable to the City Manager, concurrently with
such sale, transfer or assignment.
Section 32.3 Effect of Sale. Transfer or Assi~tmment.
DEVELOPER shall be released from any obligations hereunder sold, transferred or
assigned to a Transferee pursuant to subparagraph 32.1 of this Agreement, provided
that: a) such sale, transfer or assignment has been approved by the City Manager
pursuant to subparagraph 32.1 of this Agreement; and b) such obligations are
expressly assmned by Transferee; provided further in no event shall DEVELOPER be
released from its obligation to construct or finance construction of, any of the
"backbone infrastructure" described in Section 12 unless all of the "backbone
infrastructure" proposed for assignment is all of the backbone infrastructure required
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in conjunction with a master tentative map pursuant to Section 13; and provided
further that Transferee shall be subject to all the provisions hereof and shall provide
all necessary documents, certifications and other necessary information prior to City
Manager approval pursuant to subparagraph 32.1 of this Agreement.
Section 32.4 Permitted Transfer. Purchase or Assi~mament. The
sale or other transfer of any interest in the Property to a purchaser CPurchasef')
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 32.1. Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subiect to the provisions of paragraph 32.1.
Section 32.5 Termination of A~reement Upon Sale of Individual
~. Notwithstanding any provisions of this Agreement to the contrary,
the burdens of this Agreement shall terminate as to any lot which has been finally
subdivided and individually (i.e. only one dwelling unit is anticipated to be
constructed on such lot) leased or sold (i.e. not in '~ulk") to a custom homebuilder or
person intending to construct his or her own home on such lot; provided, however,
that: a) the benefits of this Agreement shall continue to run as to any such lot until
occupancy of the building to be constructed thereon; and b) the DEVELOPER's
obligation to construct the "oackbone infrastructure" shall continue until the such
infrastructure has been completed and accepted by the CITY.
Section 33. AL, xeement 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 Areas A-E
Property or Areas F-H 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 Areas A-E Property or Areas F-H
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) hms 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 shall be a benefit to and a burden upon
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each party and its property hereunder and each other person succeeding to an interest
in such properties.
Section 34. ~.
The obligations of this Agreement shall not be dischargeable in
bankruptcy.
Section 35. 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 iniury 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
Areas A-E and/or the Areas F-H Proiect, 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).
Section 36. I;asurance.
Section 36.1 Public Liability and Property Damage 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 ($ !,000,000.00) and a deductible of not more
than ten thousand dollars ($10,000.00) per daim. 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.
Section 36.2 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 Areas A-E and/or Areas F-H
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Project site or for work performed pursuant to this Agreement. 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.
Section 36.3 E' I . Prior to commencement of
construction of any improvements which will become public improvements,
DEVELOPER shall furnish CITY satisfactory evidence of the insurance required in
Sections 36.1 and 36.2 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 Areas A-E and/or Areas F-H Property and pursuant to this
Agreement.
Section 37. F~ll~lgl;[_~lfl~I~.
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.
Section 38. 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:
The Lin Family
c/o Ted Fairfield
5510 Sunol Boulevard, Suite B
P.O. Box 1148
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Pleasanton, CA 94566
with copy to:
Martin W. Inderbitzen
5510 Sunol Boulevard, Suite A
Pleasanton CA 94566
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.
Section 39. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement of
the parties.
Section 40. Exhibits.
The following documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full:
Legal Description of Areas A~E Property
Legal Description of Areas F-H Property
Figure 1-2B (General Plan)
Figure 4.1 (Specific Plan)
Backbone Infrastructure
Description of Wallis Pr°perty
Description of Potential Remnant Parcel
North of Gleason Drive
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Section 41. Counte~arts.
This Agreement is executed in three (3) duplicate originals, each of
which is deemed to be an original.
Section 42. Recordation.
CITY shall record a copy of this Agreement within ten days following
execution by all parties.
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: Guy~. H~ou~n, Mayor
Date:
ATTEST:
Date:
Approved as to Form:
Elizabeth H. Silver, City Attorney
DEVELOPEPc
Chang Su-~An
(also know.as lennifer Lin)
Dublin/Alameda Development Agreement Page 28 of 29
for Dublin Ranch Project March 25, 1999
~Io~g~ien Lin
(also known as Frederich or Freder)e-)Lin)
Date:
(also known as Kevin Lin)
Approved as to Form:
Marry Inderbitzen x~l
Attorney for Lin Family
99 51790
EHS:rja
]:\WPDhMNRSWXI 14\103~,GREEXDEV-AGR.325
Dublin/Alameda Development Agreement Page 29 of 29
for Dublin Ranch Project March 25, 1999
99251'/90
CALIF~ORNIA ALL.PURPOSE ACKNOWLEDGMENT
County of_
on
I//pp~/a
persona eared
ha~ne(s) of Signer(s)
personally known to me - OR - [] proved to me on the basis of satisfactory evidence to be the person~-
whose name~,S~is/{~r~subscribed to the within instrument
and acknowledged to me that he/.,sh~/~ executed the
same in his/~/.~r authorized capacity,0~,,, and that by
his/J:~/'/t~ signature.(,s~on the instrument the persort/~,
or the entity upon behalf of which the person,,(,s~acted,
executed the instrument.
WITNESS mY,~Ta~d and officia! seal.
OPTIONAL
Though the information below is not ~qui~ by la~ it may prove valuable to persons ~ing on the d~ument and ~uld prevent
fmudulent removal and ~a~achment of this fo~ to ~other d~ument_
~Description of A~ach~d Document
S gner(s)Other Than Name;Ab~e~~-~ ~-
Capa:ity(ies) ~laime~ b~ Signer(s)
Signer s Name:~ J- _r'~~
Sig~ Name:
[] Indiv~'l~q.al
[] Corporate~fficer
Title(s): "--,.
[] Partner -- r~ L'~ed [] General
[] Attorney-in-Fact "~
[] Trustee '~ . ., ...,
[] Guardian or Conservat~ ~
[] Other: ~~1 ~P°[;numDner~ I
[] Individual
[] Corporate Officer
Title(s):
[] Partner-- [] Limited [] General
[] Attorney-in-Fact
[] Trustee
[] Guardian or Conservator
[] Other:
n, er Is Representing:
Top of thumb here
Signer Is Representing:
99251790
American Institue in~ S9
On June 1, 1999 before me, a Notary Public,
personally appeared LIN CHANG, SU-O; LIN, HONG-LIEIq & LIN, HCiqG YAO--~
personally known to me (or 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.
WITNESS my hand and official seal.
NOTARY PUBLIC
2002
EXHIBIT 'A-I" 16034-20
PAGE 1 OF 3 2/19/99
F.C.I.
DESCRIPTION OF "AREAS A THROUGH E PROPERTY" OF DEVELOPMENT AGREEMENT
PARCEL l
BEING ALL OF THAT CERTAIN PARCEL OF LAND KNOWN AS: "RESULTANT REMAINDER NO. 1" OF LOT LINE
ADJUSTMENT "L-98-03", AS RECORDED ON THE 23~° DAY OF OCTOBER, 1998 IN SERIES NO. 98-371712,
ALAMEDA COUNTY RECORDS, FOR PURPOSES OF A DEVELOPMENT AGREEMENT, "AREAS A THROUGH E
PROPERTY" - PARCEL 1 (PORT[ON TO BE DEVELOPED), LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF
ALAMEDA. STATE OF CALIFORNIA.
PORTIONS OF ASSESSOR'S PARCEL NUMBERS: 985-0002-003-02 AND 985-0003-003-04. END OF DESCRIPTION ~ PARCEL 1
PARCEL 2 .~
BEING ALL OF THAT CERTAIN PARCEL OF LAND KNOWN AS: "DESIGNATED REMAINDER AREA NO. 2" OF THAT
CERTAIN FINAL MAP ENTITLED: "TRACT 6925", AS RECORDED ON THE 16TM DAY OF JULY, 199.8 IN BOOK 241 OF
MAPS AT PAGES 39 TO 52. ALAMEDA COUNTY RECORDS, FOR PURPOSES OF A DEVELOPMENT AGREEMEI~r,
"AREAS A THROUGtt E PROPERTY" ~ PARCEL 2 (PORTION TO BE DEVELOPED), LYING AND BEING IN THE CITY
OF DUBLIN, COUNTY OF ALAMEDA, STATE OF CALIFORNIA.
PORTION OF ASSESSOR'S PARCEL NUMBER: 985-0003-003-08.
END OF DESCRIPTION ~ PARCEL 2
PARCEL 3
BEING ALL OF THAT CERTAIN PARCEL OF LAND KNOWN AS: "DESIGNATED REMAINDER AREA NO. 3"
]CONSISTING OF 4~LEGAL PARCELS: (1) RE: 2658, IM: 347; (2) RE: 2658. IM: 353; (3) RE: 2670, IM: 208; AND A PORTION OF (4)
RE: 2713, IM: 703] OF THAT CERTAIN FINAL MAP ENTITLED: "TRACT 6925', AS RECORDED ON THE 16TM DAY OF
JULY, 1998 IN BOOK 241 OF MAPS AT PAGES 39 TO 52. ALAMEDA COUNTY RECORDS, FOR PURPOSES OF A
DEVELOPMENT AGREEMENT, "AREAS A THROUGH E PROPERTY'~ ~ PARCEL 3 (PORTION TO BE DEVELOPED),
LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE OF CALIFORNIA.
ALL OF ASSESSOR'S PARCEL NUMBERS: 985-0007-002-06, 985-0007-002-07, AND 985-0007-002-08;
AND A PORTION OF ASSESSOR'S PARCEL NUMBER: 985-0007-002-09.
END OF DESCRIPTION ~ PARCEL 3
~PARCEL 4
BEING ALL OF THAT CERTAIN PARCEL OF LAN~ KNOWIq AS: "DESIGNATED REMAINDER AREA NO. 4" OF THAT
CERTAIN FINAL MAP ENTITLED: "TRACT6925", AS RECORDED ON THE 16~ DAY OF JULY, 1998 IN BOOK 241 OF
MAPS AT PAGES 39 TO 52, ALAMEDA COUI'qTY RF-L-'ORDS, FOR PURPOSES OF A DEVELOPMENT AGREEMENT,
"ARI?~S A THROUGH E PROPERTY" ~ PARCEL 4 (PORTION TO BE DEVELOPED), LYING ~ BEING IN THE CITY
OF DUBLIN, COUNTY OF ALAMEDA, STATE OF CALIFORNIA.
AND A PORTION OF ASSESSOR'S PARCEL NUMBERS: 985-00(O-007 AND 985--0006-008.
END OF DESCRIPTION - PARCEL 4
MACKAY & SOMPS
9925179O
PAGE 2 OF 3
PARCEL 5
16034-20
2/19/99
F.C.I.
BEING ALL OF THAT CERTAIN PARCEL GE LAI,,q~ CONVEYED TO: "CHANG SU-O LIN, ETAL", AS RECORDED ON
THE 31s'r DAY OF JULY, 1985 IN SERIES NO. 85-150494, ALAMEDA COUNTY RECORDS, FOR PURPOSES OF A
DEVELOPMENT AGREEMENT, "ARE, AS A THROUGH E PROPERTY" - PARCEL 5 (PORTION TO BE DEVELOPED),
LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE OF CALIFORNIA.
ALL OF ASSESSOR'S PARCEL NUMBER: 985-0006-001.
END OF DESCRIPTION ~ PARCEL 5
PARCEL 6
BEING ALL OF THAT CERTAIN PARCEL OF LAND KNOWN AS: "LOT I" OF LOT LINE ADIUSTMENT '%-96-01 ".
AS RECORDED ON THE 15TM DAY OF MAY, 1997 IN SERIES NO. 97-I22371, ALAMEDA COUNTY RECORDS. FOR
PURPOSES OF A DEVELOPMENT AGREEMENT, "AREAS A THROUGH E PROPERTY" - PARCEL 6 (PORTION TO
BE DEVELOPED). LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE OF CALIFORNIA.
ALL OF ASSESSOR'S PARCEL NUMBERS: 985.-0002-003-01.
END OF DESCRIPTION ~ PARCEL 6
PARCEL7
BEING ALL OF THAT CERTAIN PARCEL OF LAND DESCRIBED IN: "EXHIBIT 'A-2'" OF BOUNDARY ADJUSTMENT
"BA 91-25", AS RECORDED ON THE 19TM DAY OF NOVEMBER, 1992 IN SERIES NO. 92-376221, ALAMEDA COUNTY
RECORDS, FOR PURPOSES OF A DEVELOPMENT AGREEMENT, "AREAS A THROUGH E PROPERTY" - PARCEL
7 (PORTION TO BE DEVELOPED), LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE OF
CALIFORNIA.
ALL OF ASSESSOR'S PARCEL NUMBER: 985-0007-002-15.
END OF DESCRIPTION ~ PARCEL 7
PARCEL8
BEING ALL OF THAT CERTAI~ PARCEL OF LAND KNOWN AS: "PARCEL '0'" OF THAT CERTAIN FINAL MAP
ENTITLED: "TRACT6925", AS RECORDED ON THE 16TM DAY OF JULY, 1998 IN BOOK 241 OF MAPS AT PAGES 39
TO 52, ALAlv~DA COUNTY RECORDS, FOR PURPOSES OF A DEVELOPMENT AGREEMENT, "AREAS A
THROUGH E PROPERTY'' ~ PARCEL 8 (PORTION TO BE DEVELOPED), LYING AND BEING IN THE CITY OF DUBLIN,
COUNTY OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF ASSESSOR'S PARCEL NUMBERS: 985-0003-003-08.
END OF DESCRIPTION - PARCEL 8
n .E6 7 IN0kU. Z,
PROFF~..SIONAL LAND SURVEYOR NO. 58S9
(EXP. 12/31/2000)
STATE OF CALIFORNIA
MACKAY & SOMPS
" Dublin Ranch 99251790
- ' "- "-" ""-1"
Development Agreement w_xn~D~[ ~ , Page 3 of 3
AREAS A THROUGH E
Phase One
(notincluded)
E
(5 Acres)
Area F
N
N.T.S.
P.Y. Lin
Area G
Area H
Development Agreement Boundary
PAGE 1 OF 2
16034-20
2/18/99
F,C.I.
DESCRIPTION OF "AREAS F THROUGH H PROPERTY" OF DEVELOPMENT AGREEMENT
PARCEL I
BEING ALL OF THAT CERTAIN PARCEL OF LAND KNOWN AS: "RESULTANT PARCEL 1" OF LOT LINE
ADJUSTMENT "L-97-05", AS RECORDED ON THE 6TM DAY OF JANUARY, 1998 IN SERIES NO. 98~03938,
ALAMEDA COUNTY RECORDS, AS SHOWN UPON THAT CERTAIN RECORD OF SURVEY NO. 1562 AS FILED ON
THE 4TM DAY SEPTEMBER, 1998, ALAMEDA COUNTY RECORDS, FOR PURPOSES OF A DEVELOPMENT
AGREEMENT, "AREAS F THROUGH H PROPERTY" ~ PARCEL I (PORTION TO BE DEVELOPED), LYING AND BEING
IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE OF CALIFORNIA.
PORTIONS OF ASSESSOR'S PARCEL NUMBERS: 985-0005-001 AND 985-0005-002.
END OF DESCRIPTION ~ PARCEL l
PARCEL 2
BEING ALL OF THAT CERTAIN PARCEL OF LAND KNOWN AS: "RESULTANT PARCEL 2" OF LOT LINE
AD.IUSTIVIENT "L-97-05", AS RECORDED ON THE 6TM DAY OF JANUARY, 1998 IN SERIES NO. 98-003938,
ALAM]EDA COUNTY RECORDS, AS SHOWN UPON THAT CERTAIN RECORD OF SURVEY NO. 1562 AS FILED ON
THE 4TM DAY SEPTEMBER, 1998, ALAMEDA COUNTY RECORDS, FOR PURPOSES OF A DEVELOPMENT
AGREEMENT, "AREAS F THROUGH H PROPERTY" - PARCEL I (PORTION TO BE DEVELOPED), LYING AND BEING
IN THE CITY OF DUBLIN, COLrNTY OF ALAMEDA, STATE OF CALIFORNIA.
PORTIONS OF ASSESSOR'S PARCEL NUMBERS: 9854)005-001 AND 985-00054)02.
END OF DESCRIPTION - PARCEL 2
PROFESSIONAL LAND SURVEYOR NO. 5859
(EXP. 12/31/2000)
STATE OF CALIFORNIA
MACKAY & SOMPS
Dublin Ranch ~5 ~ 790
Development Agreement Exhibit "A-2", Page 2 of 2
AREAS F THROUGH H
Area D
Area A
Phase One
(not included)
E
Area E
Area B
N
N.T.S.
· Area C
FUTURE STUDY AREA
AGRICULTURE'
EASTERN .,,
DUBLIN
[.~nd Use Map
EASTERN DUBLIN
Specific Plan
99251790
EXHIBIT "D"
BACKBONE INFRASTRUCTURE
DUBLIN RANCH (LANDS OF LIN), DUBLIN, CALIFORNIA
The construction and/or acquisition of improvements for:
1. Dublin Boulevard from Tassajara Road to Fallon Road (four lanes).
2. Central Parkway from Tassajara Road to 3500 feet Easterly (two lanes).
3. Gleason Ddve from Tassajara Road to realigned Fallon Road (two lanes).
4. New Fallon Road from Gleason Drive to the North end of existing Fallon Road -
approximately 1700 feet (two lanes).
5. Fallon Road from 1~580 to 400 feet North of Dublin Boulevard (Roadway widening
and reconstruction with new improvements on the Westerly side).
6. Fallon Road from 400 feet North of Dublin Boulevard to 3200 feet North of Dublin
Boulevard (Upgrade and oveday of existing pavement).
7. Connector street, 3500 Easterly of Tassajara Road from Central Parkway to Dublin
Boulevard (two lanes).
Including clearing, grubbing, grading, base, pavement, curbs, gutters, street monuments,
street lighting, joint trench facilities, storm drainage system, water, wastewater, recycled
water, together with appurtenances.
The construction and/or acquisition of interim/ultimate storm drainage improvements
including pipes, box culvert and other structures, together with appurtenances in
accordance with an approved master storm drainage plan.
The acquisition of lands, easements and rights~of-way necessary to complete the
improvements described.
The advancement of Traffic Impact Fees to facilitate 1-580 interchange improvements at
Tassajara Road and at Falion Road.
The advancement of water connection fees to D.S.R.S.D. to facilitate the construction of
a zone one potable water storage reservoir and/or the construction of a potable water
turnout from existing Zone 7 transmission facilities.
\~Vl SPL5 5~AD M I lq~.o~p. Fom~EXHlBITS~hibit D'sXBac~booe Infra~ctu~e [DR.J_ands of Lin].doc
99251790
DUBLIN RANCH
DEVELOPMENT AGREEMENT EXHIBIT 'E'
"-WALLIS PROPERTY"
"Wallis Property"'
OU NI'Y ONLY}
183 _+ ACRES
N.T.S.
Area D
FEBRUARY 19, 1999
JOB NO. 16034-L~)
~ .phase One
· .~: , .. (not included)
E
Area F'
Area A
Area B
99251790
DUBLIN RANCH
DEVELOPMENT AGREEMENT EXHIBIT 'F'
DUBLIN RANCH- PHASE I
REMNANT PARCEL 7//.,
I
GLEASON ROAD
!~1 DUBLIN LAND COMPANY
~ -- NO SCALE
MARCH 30, 1999 JOB NO. 16034-30