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HomeMy WebLinkAboutItem 4.09 Union Pac Railrd Agmt Amendor 19 82 /ii � 111 DATE: TO: FROM: STAFF REPORT CITY COUNCIL June 18, 2013 Honorable Mayor and City Councilmembers Joni Pattillo City Manager""' CITY CLERK File #600 -30 SUBJECT: First Amendment to Agreement to Assign and Assume the Purchase and Sale Agreement for Two Parcels of Union Pacific Right of Way Prepared by Paul McCreary, Parks and Community Services Director EXECUTIVE SUMMARY: On March 18, 2013, the City Council approved an Agreement with UP Amador, LLC to assign and assume the purchase and sale agreement held by UP Amador, LLC, with the Union Pacific Railroad. The Agreement includes two parcels (APN Numbers: 941 - 2768- 006 -02 and 941- 0550- 023 -04). Additionally the City Council initiated a General Plan Amendment Study on APN 941 - 2768- 006 -02 to study park and open space uses. UP Amador, LLC, is requesting some minor amendments to the Agreement related to the closing process and approval of the Assignment Agreement by Union Pacific Railroad. FINANCIAL IMPACT: 1101 RECOMMENDATION: Staff recommends that the City Council adopt the Resolution approving the first amendment to the Agreement to assign and assume the purchase and sale agreement held by UP Amador, LLC, with the Union Pacific Railroad. Submitted B Reviewed By Director of Parkzand Assistant City Manager Community Services DESCRIPTION: On March 18, 2013, the City Council approved an Agreement with UP Amador, LLC to assign and assume the purchase and sale agreement held by UP Amador, LLC, with the Union Pacific Railroad. The Agreement includes two parcels; APN Numbers: 941 - 2768- 006 -02 and 941- 0550- 023 -04). Additionally the City Council initiated a General Plan Amendment Study on APN Page 1 of 2 ITEM NO. 4.9 941 - 2768- 006 -02 to study park and open space uses. This parcel is adjacent to the Iron Horse Trail, begins at the City limits to the north and runs south to just beyond Amador Valley Boulevard to the Alamo Canal Trail. Since March, Staff has been working with various consultants on the General Plan Amendment Study, CEQA analysis and the master plan for the potential passive park and open space areas. Staff has conducted significant outreach via surveys, comment boards on the Iron Horse Trail and two public workshops. The meetings have been productive with good participation. The Landscape Architect is using the input to develop a preferred vision for the site that will be presented to the Parks and Community Services Commission and City Council in August and September 2013. UP Amador, LLC, is requesting some minor amendments to the Agreement related to the closing process and approval of the Assignment Agreement by Union Pacific Railroad. Attachment 1 is a Resolution with the proposed first amendment to the Agreement attached. In the existing Agreement, one of the conditions to closing is that the City Council shall have approved a General Plan Amendment and Zoning Amendment to amend the land use and zoning on the parcel. Amending the land use and zoning prior to acquisition by the City is not desirable by the current owner, Union Pacific. Therefore, the amendment alters the closing condition to provide that the City will close 30 days following the filing of a notice of determination under CEQA, which would be filed after the City Council approves proceeding with the acquisition but before approval of the . The City would then assume UP Amador's role in the purchase and sale agreement, acquire the property, and then change the land use and zoning designations. To date, UP Amador has not been able to obtain approval of the assignment by Union Pacific by the originally agreed -upon date of June 5. Therefore the proposed amendment extends the deadline for UP Amador to obtain approval from Union Pacific to July 5, 2013. The Amendment further gives the City Manager authorization to extend the deadline to August 5, 2013 if necessary. NOTICING REQUIREMENTS /PUBLIC OUTREACH: A copy of the Staff Report was sent to UP Amador, LLC. ATTACHMENTS: 1. Resolution approving the First Amendment to the Agreement to assign and assume purchase and sale agreement and escrow instructions with UP Amador, LLC 2. First Amendment to the Agreement to assign and assume purchase and sale agreement and escrow instructions with UP Amador, LLC Page 2 of 2 RESOLUTION NO. XX - 13 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * ** APPROVING FIRST AMENDMENT TO AGREEMENT TO ASSIGN AND ASSUME PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS WITH UP AMADOR, LLC WHEREAS, on March 18, 2013, the City Council approved an Agreement with UP Amador, LLC to assign and assume the purchase and sale agreement held by UP Amador, LLC, with the Union Pacific Railroad, and the escrow instructions; and WHEREAS, the Agreement includes two parcels (APN Numbers: 941 - 2768- 006 -02 and 941- 0550- 023 -04); and WHEREAS, on March 18, 2013, the City Council initiated a General Plan Amendment Study on APN 941 - 2768- 006 -02 to study park and open space uses; and WHEREAS, the City and UP Amador, LLC wish to modify the terms of the acceptance of the assignment by Union Pacific Railroad, and one of the conditions to closing. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the first amendment to the Agreement with UP Amador, LLC to assign and assume the purchase and sale agreement held by UP Amador, LLC with the Union Pacific Railroad, attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the amendment, attached hereto as "Exhibit A. ", including any non — substantive changes thereto, including extending by 30 days if necessary the deadline for approval of the assignment by Union Pacific Railroad. PASSED, APPROVED AND ADOPTED this 18th day of June, 2013, by the following vote: AYES- NOES- ABSENT- ABSTAIN- ATTEST- City Clerk Mayor ATTACHMENT 1 FIRST AMENDMENT TO AGREEMENT TO ASSIGN AND ASSUME PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS FIRST AMENDMENT TO AGREEMENT TO ASSIGN AND ASSUME PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Amendment "), is made as of the 18th day of June, 2013 ( "Effective Date "), by and between U.P. Amador, LLC, a California limited liability company ( "Assignor "), and the City of Dublin, a California municipal corporation ( "Assignee "). Assignor and Assignee are collectively referred to herein as the "Parties ". Capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement (defined below). RECITALS A. Assignor and Assignee are parties to that certain Agreement to Assign and Assume Purchase and Sale Agreement and Escrow Instructions, dated March; 2013 ( "the Agreement "). B. The Agreement contains certain timelines for obtaining approval of the Seller to the assignment and for the City to close the purchase of the Property. C. The Parties now desire to extend the time period during which the Assignor has to seek the approval of the seller and to redefine when the City is obligated to close on the purchase. AGREEMENT Section 1. Amendment to Section 6. Section 6 to the Agreement is amended to read as follows: "6. Consent to Assignment /Conversion to Purchase and Sale Agreement). Pursuant to Section 12.3(x) of the Purchase and Sale Agreement, Seller's consent is required for the assignment contemplated by this Agreement to Assign. In the event that Assignor is unable to provide written confirmation of Seller's consent prior to July 5, 2013 (or such later date as may be preapproved in writing by the City Manager), then the proposed assignment shall fail. In that event, the Parties hereby agree to enter into the purchase and sale agreement attached hereto as Exhibit D ( "Future Purchase and Sale Agreement ")." Section 2. Amendment to Subsection 7.1.2. Subsection 7.1.2 of the Agreement is amended to read as follows "7.1.2 The City of Dublin City Council shall have, after appropriate environmental review of the project under the a California Environmental Quality Act ( "CEQA "), approved proceeding with closing if no legal challenge has been filed with 30 days following the filing of a notice of determination in accordance with Section 10 herein." Section 3. Amendment to Section 10. Section 10 of the Agreement is amended to read as follows: "10. Close of Escrow. In the event consent from Seller to this Agreement to Assign is timely obtained, then Escrow shall close under this Agreement to Assign pursuant to an "Assignment and Assumption" in the form attached hereto as Exhibit C. Escrow shall Close within five (5) days of the date that is 30 days following the filing of a notice of determination with Alameda County concerning the project, but in any event no later than October 31, 2013. Assignee acknowledges and agrees that it will not approve General Plan Amendment or Zoning Amendment prior to the City of Dublin taking title to the Property. In the event that consent of Seller to this Agreement to Assign is not obtained prior to July 5, 2013, as required by Section 6 herein, then Escrow shall Close pursuant to the terms and conditions contained in the "Future Purchase and Sale Agreement" attached hereto as Exhibit D. In the event that Assignee does not Close Escrow by October 31, 2013, Escrow shall terminate and Assignor shall retain the One Hundred Thousand Dollar ($100,000) Assignee's Deposit as its sole remedy." Section 4. This Amendment may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same instrument. Signatures delivered in electronic format (by e-mail in PDF format) or by facsimile shall be treated as originals. Section 5. The Agreement and this Amendment contain the entire understanding between the parties relating to the transaction contemplated hereby, and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged herein and shall be of no further force or effect. No provision of this Agreement may be amended, waived, or added except by an instrument in writing signed by the Parties hereto. The exhibits attached hereto are incorporated herein by this reference. IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement to Assign as of the day and year first written above. 2 ASSIGNOR: U.P. Amadorr, LLC, a alifornia limited liability company Name: A6vI �A14tiWAJA Title: 1A'5-w , ASSIGNEE: City of Dublin, a California municipal corporation LM ATTEST: APPROVED AS TO FORM: 2091772.1 Joni Pattillo, City Manager Caroline Soto, City Clerk John Bakker, City Attorney 3 AGREEMENT TO ASSIGN AND ASSUME PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS THIS AGREEMENT TO ASSIGN AND ASSUME PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement to Assign "), is made as of the 19`" day of March, 2013 ( "Effective Date "), by and between U.P. Amador, LLC, a California limited liability company ( "Assignor "), and the City of Dublin, a California municipal corporation ( "Assignee "). Assignor and Assignee are collectively referred to herein as the "Parties ". Capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase and Sale Agreement (defined below). RECITALS A. On January 31, 2012, Assignor's predecessor in interest, MVP Development California, LLC, a California limited liability company ( "Purchaser "), and Union Pacific Railroad Company, a Delaware Corporation ( "Seller "), entered into that certain Purchase and Sale Agreement and Escrow Instructions ( "Purchase and Sale Agreement ") for the purchase and sale of real property (the "Property ") located in the City of Dublin, County of Alameda, State of California, as further described in Exhibit A attached hereto. B. On December 20, 2012, Purchaser and Assignor entered into that certain Assignment of Purchase Agreement, pursuant to which Purchaser assigned to Assignor all right, title, interest and obligations in, under and to the Purchase and Sale Agreement, and Assignor assumed same. C. Assignor desires and intends to sell, and convey to Assignee, and Assignee desires to purchase from Assignor, all of Assignor's right, title, interest and obligation in, under and to the Purchase and Sale Agreement, ("Assignor's Interest in the Purchase Agreement ") pursuant to the terms and conditions herein. NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignment. Assignor hereby agrees to assign and transfer to Assignee all of Assignor's Interest in the Purchase Agreement pursuant to the terms and conditions contained herein. 2. Assumption. Assignee agrees to assume and to perform and observe all of the terms, conditions, obligations and covenants of Assignor under the Purchase and Sale Agreement to be performed after the Effective Date of the Assignment contemplated by this Agreement to Assign. 3. Assignment Consideration.. The Parties agree that in consideration of the Assignment contemplated by this Agreement to Assign, Assignee shall pay Assignor an assignment fee equal to the difference between (a) Four Million Six Hundred Fifty Thousand Dollars ($4,650,000) and (b) the balance of the purchase price due under the Purchase and Sale Agreement at the close of escrow. (the "Assignment Fee "). 4. Assignee's Deposit. EXHIBIT A TO RESOLUTION JSS(agcit205)1c (i) Within three (3) business days of expiration of Assignee's Due Diligence Period (as defined in Section 5 hereof ) Assignee shall deposit One Hundred Thousand Dollars ($100,000), into escrow with First American Title Company, as Escrow Holder (Assignee's Deposit "). (ii) Assignee's Deposit shall be immediately released by Escrow Holder to Assignor and shall be credited toward the Assignment Fee. (iii) Except in the event of default by Assignor or as otherwise specifically defined hereunder, Assignee's Deposit shall be nonrefundable as Liquidated Damages, pursuant to Section 8.1 hereof, for the benefit of Assignor 5. Assignee's Due Diligence. Assignee has until and including 11:59 p.m. Pacific Standard Time on March 19, 2013 (the "Due Diligence Period "), in which to complete its Due Diligence with respect to Assignee's purchase under this Agreement to Assign, including, without limitation: (i) review and approval or disapproval of a Preliminary Report dated May 12, 2012 issued by First American Title Company and conditions of title, as accepted by Purchaser, with respect to the Property; (ii) review of all documentation submitted to Assignee by or on behalf of Assignor with respect to the condition of the Property; (iii) to the extent permitted by the Purchase and Sale Agreement, review and approval or disapproval of all physical inspections, Phase One Environmental Assessments, Phase Two Environmental Assessments, engineering studies, biological studies, geotechnical studies, and such other feasibility studies as Assignee conducts; (iv) confirmation that the portion of the Property identified as "Parcel 2" is in conformance with the City of Dublin General Plan designation as Industrial Land Use; (v) Review and approval or disapproval of an ALTA survey conducted by Assignee's consultant; and. (vi) City Council of Dublin approval of this Agreement. 5.1 As required in Section 4 above, Assignee shall indicate its approval of Due Diligence and election to proceed with this transaction by placing the required deposit into escrow within three (3) business days of the expiration of the Due Diligence Period. Failure to make the deposit in a timely fashion shall be deemed a disapproval of Due Diligence and this Agreement shall terminate with neither party having any additional rights or obligations whatsoever. 6. Consent to Assignment /Conversion to Purchase and Sale Agreement). Pursuant to Section 12.3(a) of the Purchase and Sale Agreement, Seller's consent is required for the assignment contemplated by this Agreement to Assign.. In the event that Assignor is unable to provide written confirmation of Seller's consent prior to June 5, 2013, then the proposed assignment shall fail. In that event, the Parties hereby agree to enter into the purchase and sale agreement attached hereto as Exhibit D ( "Future Purchase and Sale Agreement "). 7. Conditions to Closing. 7.1 Assignee's Conditions to Closing. The following conditions are conditions precedent to Assignee's obligation to purchase and accept Assignor's Interest in the Purchase Agreement (the "Assignee's Conditions Precedent "). 7.1.1 Assignor shall have performed all of its material obligations hereunder. 2 JSS(agcit205)1c 7.1.2 The City of Dublin City Council shall have approved a City of Dublin General Plan Amendment and Zoning Amendment to amend the land use and zoning on Parcel One of the Property, in accordance with Section 10 herein.. 7.1.3 At the Closing, if Assignor has obtained the consent of Seller to the Assignment, the Purchase and Sale Agreement shall be in full force and effect. If consent to assign is not obtained, Assignor shall have performed all of its obligations under the Future Purchase and Sale Agreement. The Assignee's Conditions Precedent are intended solely for the benefit of Assignee. If any of the Assignee's Conditions Precedent are not satisfied on or before the expiration of the Due Diligence Period, or the Closing Date, as applicable, Assignee shall have the right in its sole discretion either to terminate this Agreement to Assign or to waive the Assignee Condition(s) Precedent. 7.2 Assignor's Conditions to Closing. The following are conditions precedent to Assignor's obligation to assign Assignor's Interest in the Purchase Agreement (the "Assignor's Conditions Precedent "). 7.2.1 Assignee shall have received written consent to assignment to Assignor from Seller, or, in the event that such consent is not obtained, shall have performed all of its obligations under the Future Purchase and Sale Agreement. 7.2.2 Assignee shall have performed all of its material obligations hereunder. The Assignor's Conditions Precedent are intended solely for the benefit of Assignor. If any of the Assignor's Conditions Precedent are not satisfied by the expiration of the Due Diligence Period, or the Closing Date, as applicable, Assignor shall have the right in its sole discretion either to terminate this Agreement to Assign or to waive the Assignor Condition(s) Precedent. 8. Default 8.1 Default by Assignee. In the event that Assignee terminates this Agreement to Assign following the expiration of Assignee's Due Diligence Period, and for any reason other than the default of Assignor, such termination shall constitute a default of Assignee, entitling Assignor, as its sole remedy, to retain Assignee's Deposit as Liquidated Damages for the breach of this Agreement to Assign, as more specifically provided below: ASSIGNOR AND ASSIGNEE ACKNOWLEDGE AND AGREE THAT: (i) IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO DETERMINE ASSIGNOR'S ACTUAL DAMAGES IN THE EVENT OF ASSIGNEE'S DEFAULT UNDER THIS AGREEMENT, WHICH DEFAULT RESULTS IN ASSIGNEE'S FAILURE TO ACQUIRE THE PROPERTY; AND (ii) TAKING INTO ACCOUNT ALL OF THE CIRCUMSTANCES EXISTING ON THE EFFECTIVE DATE OF THIS ASSIGNMENT, ASSIGNEE'S TOTAL DEPOSIT AS PROVIDED AT SECTION JSS(agcit205)1c 4 OF THIS AGREEMENT IS A REASONABLE ESTIMATE OF ASSIGNOR'S ACTUAL DAMAGES IN SUCH EVENT, CONSEQUENTLY, IN THE EVENT OF ASSIGNEE'S DEFAULT UNDER THIS AGREEMENT WHICH DEFAULT RESULTS IN ASSIGNEE'S FAILURE TO ACQUIRE THE SUBJECT PROPERTY, ASSIGNOR'S SOLE AND EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS ASSIGNMENT AND RETAIN ASSIGNEE'S DEPOSIT AS LIQUIDATED DAMAGES HEREUNDER. ASSIGNOR SPECIFICALLY WAIVES ANY RIGHTS UNDER SECTION 3389 OF THE CALIFORNIA CIVIL CODE. THE PARTIES HERETO INTEND THAT THE TERMS OF THIS SECTION 8.1 COMPLY WITH THE PROVISIONS OF SECTION 1676 OF THE CALIFORNIA CIVIL CODE. ASSIGNOR EXPRESSLY ACKNOWLEDGES AND AGREES THAT ASSIGNEE'S FAILURE TO ACQUIRE THE PROPERTY AS A RESULT OF ASSIGNEE'S DUE DILIGENCE PURSUANT TO SECTION 5 SHALL NOT CONSTITUTE AN EVENT OF DEFAULT, WHETHER ASSIGNEE TERMINATES THE AGREEMENT OUTRIGHT OR REQUESTS AND FAILS TO OBTAIN A PRICE REDUCTION FROM ASSIGNOR OR OTHER REVISIONS TO THIS AGREEMENT SATISFACTORY TO ASSIGNEE IN ITS SOLE REASONABLE DISCRETION, AND THAT TERMINATION PURSUANT TO SECTION 5 SHALL NOT ENTITLE ASSIGNOR TO LIQUIDATED DAMAGES OR ANY OTHER REMEDY AT LAW OR EQUITY. Assignor: Assignee: 8.2 Default by Assignor If escrow fails to Close due to Assignor's default hereunder, Assignee shall be entitled as its sole and exclusive remedies: (a) to terminate this Agreement and to receive the return of Assignee's Deposit or (b) to enforce specific performance of Assignor's obligation to assign /convey Assignor's Interest in the Purchase Agreement. Assignor acknowledges that Assignee would otherwise lack an adequate remedy at law for Assignor's default and thus the remedy of specific performance must be available to Assignee. If Assignee does not commence an action for specific performance within thirty (30) days of the scheduled Close of Escrow then the right to pursue Specific Performance shall be deemed to have terminated and Assignee shall be entitled only to return of Assignee's Deposit as a remedy. 9. Payment Upon Closing Assignor and Assignee agree that at the Closing, the balance of the Assignment Fee shall be due and payable to Assignor. Assignor and Assignee further agree that except as expressly stated in this Agreement to Assign, Assignee has no obligation to make any payments to Assignor in connection with Assignee's acquisition of the Property or assumption of the Purchase and Sale Agreement, including without limitation, for any expense incurred by Assignor in connection with the examination, appraisal or evaluation of the Property. Closing costs and title policy costs shall be allocated between Assignee and Seller in accordance with the provisions of the Purchase and Sale Agreement. In the event that such costs exceed those contemplated by the underlying Purchase and Sale Agreement (due to possible calculation based on Assignment Consideration as opposed to the underlying purchase price in the Purchase and Sale Agreement) Assignee shall be solely responsible for payment of the costs that exceed those contemplated by the Purchase and Sale Agreement. 10. Close of Escrow. In the event consent from Seller to this Agreement to Assign is timely obtained, then Escrow shall close under this Agreement to Assign pursuant to an "Assignment and Assumption" in the form attached hereto as Exhibit C. Escrow shall Close within five (5) days of the date of approval of a City of Dublin General Plan Amendment and Zoning Amendment by the City of Dublin as set forth in Section 7 of Exhibit B attached hereto, but in any event no later than October 31, 2013. Assignee acknowledges and agrees that it 4 JSS(agcit205)1c may be necessary to process the General Plan Amendment and Zoning Amendments as being effective only upon the City of Dublin taking title to the Property. In the event that consent of Seller to this Agreement to Assign is not obtained prior to June 5, 2013, as required by Section 6 herein, then Escrow shall Close pursuant to the terms and conditions contained in the "Future Purchase and Sale Agreement" attached hereto as Exhibit D. In the event that Assignee does not Close Escrow by October 31, 2013, Escrow shall terminate and Assignor shall retain the One Hundred Thousand Dollar ($100,000) Assignee's Deposit as its sole remedy. 11. Indemnity. Assignor shall indemnify, defend (with counsel approved by Assignee) and hold Assignee and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, "Indemnitees ") harmless from and against any and all losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys' fees and court costs) or liabilities of any kind (all of the foregoing, collectively "Claims ") arising directly or indirectly in any manner in connection with or resulting from any failure of any of Assignor's representations or warranties set forth in this Assignment to be true and correct. The provisions of this Section 11 shall survive the close of escrow for the sale of the Property to Assignee and the termination of the Purchase and Sale Agreement. 12. Miscellaneous. This Agreement to Assign shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns. This Agreement to Assign shall be governed by and construed in accordance with the laws of the State of California, and may not be modified or amended in any manner other than by a written agreement signed by the party to be charged therewith. In the event of any litigation between Assignor and Assignee arising out of this Agreement to Assign, the prevailing party shall be entitled to reasonable attorneys' fees and costs incurred in such action. The Parties hereto represent and warrant to each other that they have authorized the execution of this Agreement to Assign by all requisite action and that the person(s) executing this Agreement to Assign on behalf of the parties hereto have been duly authorized to do so. This Agreement to Assign, together with the Exhibits attached hereto, which are incorporated herein by reference, contains the entire agreement between the Parties hereto with respect to the Purchase and Sale Agreement and the Property, and except as otherwise expressly provided herein, all prior negotiations or agreements, whether oral or written, are superseded and merged herein. If any provision of this Agreement to Assign shall be declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement to Assign shall not be affected thereby and shall remain valid and enforceable to the extent permitted by law. 13. Counterparts. This Agreement to Assign may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same instrument. Signatures delivered in electronic format (by e -mail in PDF format) or by facsimile shall be treated as originals. IN WITNESS WHEREOF, Assignor and Assignee have executed this Agreement to Assign as of the day and year first written above. JSS(agcit205)1c ASSIGNOR: U.P. Amador, LLC, a California limited liability company By: Name: Title: ASSIGNEE: City of Dublin, a California municipal corporation M ATTEST: APPROVED AS TO FORM: Joni Pattillo, City Manager Caroline Soto, City Clerk John Bakker, City Attorney 6 JSS(agcit205)lc EXHIBIT A PARCEL I An approximate 12.13 acre parcel north and south ofAmador Valley Boulevard, adjacent to the Iron Horse Regional Trail, extending north to the city limits with San Ramon and south to the Alamo Canal Trail. (APN 941 -2768- 006 -02) ASSESSOR'S MAP 941 1 f flip C� i. T4 2789 c«se:a.wr�.zsoai :zwocc uFtR. g7i9,uni I0TR. 5180wo c, fiUSDIVISION OF PLOT OF THE DOUGHERTY RANCHVrz - .: . zM a Cpyh� 1 EXHIBIT A TO AGREEMENT EXHIBIT A PARCEL 2 An approximate 2.13 acre parcel located at the south of Dublin Boulevard near the intersection of Scarlett Drive and north of Interstate 580. 3r+n a lmmr, � Map'bi min "Oftm Estate d Etiza h .Daugherlp SON: I "- 200 P.M.2Y65 uren (APN 941 - 0550 - 023 -04)