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HomeMy WebLinkAboutItem 4.09 KollDub Park&RideSUBJECT: CITY CLERK # 600-30 # AGENDA STATEMENT CITY COUNCIL MEETING DATE: October 16, 2001 Acceptance of Grant Deed and Associated Access Easements and Approval of Declaration of Covenants, Conditions and Restrictions (CC&Rs) for the Park & Ride Lot at Koll Dublin Corporate Center Report Prepared by: Lee S. Thompson, Public Works Director ATTACHMENTS: 1) 2) 3) 4) 5) Resolution Accepting Park & Ride Facility Grant Deed, Accepting Grants of Easement associated with the Park & Ride Facility, and Approving the Declaration of Covenants, Conditions and Restrictions for the Park & Ride Lot of the Koll Dublin Corporate Center Grant Deed for the Park & Ride Facility Grant of Easement from Koll Dublin Corporate Center LP Grant of Easement from the Alameda County Surplus Property Authority Declaration of Covenants, Conditions and Restrictions (Park & Ride - Lot 8 of Koll Dublin Corporate Center) RECOMMENDATION: Adopt the resolution accepting the Grant Deed for the Park & Ride Lot (Lot 8 of Tract Map 7147), the Grants of Easement for access to the Lot, and approving the Declaration of Covenants, Conditions and Restrictions for the Park & Ride Lot at the Koll Dublin Corporate Center. FINANCIAL STATEMENT: The City of Dublin's acceptance of the Park & Ride Lot, together with access easements, will require the City to assume the cost of maintenance of the facility. The CC&Rs provide for the Koll Dublin Corporate Center Owners Association to maintain the Lot and for the City to reimburse Koll Association for maintenance of the Park & Ride Lot based on approved budget amounts and actual maintenance undertaken. The estimated cost for this fiscal year (November 1, 2001, to June 30, 2002) is $5,876. This work is budgeted in the Street Maintenance Operating Budget. DESCRIPTION: The Eastern Dublin Specific Plan approved by the.City Council in June 1999 identified the need for Park & Ride Facilities on the west side of Tassajara Road at 1-580. G:\develop\Koll\agst park&ride7147 COPIES TO: Jeff Logan, Koll Development ITEM NO. Accordingly, the Development Agreement for Tract 7147 requires the developer of Koll Dublin Corporate Center (Koll) to construct and dedicate the Park & Ride facility on Lot 8 of Tract Map 7147 to the City of Dublin. The Park & Ride Lot is located at the northwest comer of the intersection of Tassajara Road and Interstate 580, consists of 199 parking spaces, and is adjacent to Koll Center parking on three sides. All of the required improvements within the Park & R/de lot have been completed, and the developer has submitted the Grant Deed documents to dedicate this Lot 8 of Tract 7147 to the City of Dublin. Access easements are also required to provide access to the Park & Ride Lot through the adjacent parcels owned by Koll and the Alameda County Surplus Property Authority (County). Koll and the County have submitted signed Grants of Easement, together with associated legal descriptions and plats, for access easements required in Conjunction with the Park & Ride Lot. The legal descriptions and plats have been reviewed and found to be in conformance with the Tentative Map and Conditions of Approval. Because of the proximity of the Park & Ride Lot to the Koll Dublin Corporate Center facilities, and the design of utilities and parking, it would be economical and beneficial to both parties if the Park & Ride Lot improvements were also maintained by KolFs maintenance contractors. Koll has formed the Koll Dublin Corporate Center Owners Association, which would also be responsible for maintenance of the Park & Ride Lot. The Declaration of Covenants~ C,onditions and Restrictions covering the Park & Ride Lot (Lot 8) addresses the Owners Association's responsibilities, standards of maintenance, and terms of reimbursements to Koll by City of Dublin for this maintenance° Per the Declaration of Covenants, Conditions and Restrictions, the Owners Association will be responsible for repairing and resurfacing parking areas, maintaining and relamping lighting fixtures, maintenance of landscaping, irrigation equipment and storm drains, and providing electricity and water required for lighting and irrigation. The budget for the costs of maintenance for each year will be submitted to the City by the Owners Association, and will require City approval. The City may audit the expense statements, and inspect the books and records maintained by the Owner's Association relating to the cost of maintenance of the Park & Ride Lot. The City has the right to take over all or portions of the maintenance should it prove to be necessary. Staff recOmmends that the City Council adopt the resolution accepting the Grant Deed for the Park & Ride Lot (Lot 8 of Tract Map 7147), the Grants of Easements for access, and approving the Declaration of Covenants, Conditions and Restrictions (Park & Ride - Lot 8 of Koll Dublin Corporate Center). Page 2 RESOLUTION NO. - 01 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ACCEPTING GRANT DEED FOR PARK & RIDE LOT (LOT 8 OF TRACT 7147), ACCEPTING GRANTS OF EASEMENT FOR ACCESS, AND APPROVING THE DECLARATION OF COVENANTS~ CONDITIONS AND RESTRICTIONS OVER LOT 8 OF TRACT 7147 WHEREAS, Tract Map 7147, in th~ incorporated territory of the City of Dublin, State of California, was approved by the City Council on August 17, 1999 by Resolution No. 158-99, and said tract Map was subsequently recorded on the 24th of August, 1999, at the Alameda County Recorder's Office (Book 247 of Maps, pages 84-91); and WHEREAS, as a condition of development, Koll Dublin Corporate Center LP (Koll) was required to deed and improve Lot 8 of Tract 7147 for the purpose ora City Park & Ride facility; and WHEREAS, public access to the Park & Ride Lot is required over Lots 5, 6 and 7 of Tract Map 7147 for the public to gain ingress and egress from the adjacent public streets; and WHEREAS, it is beneficial to Koll and the City to maintain the improvements within the Park & Ride Lot and the adjacent Koll Center parking lots in a consistent high quality manner; and WHEREAS, Koll has formed the Koll Dublin Corporate Center Owners Association for the purpose of maintaining the Dublin Koll Center common parking facilities; and WHEREAS, a Declaration of Covenants, Conditions and Restrictions for the Park & Ride - Lot 8 of Koll Dublin Corporate Center has been drafted to memorialize the duties and responsibilities for Koll and the City in maintaining the Park & Ride improvements; NOW, THEREFORE, BE IT RESOLVED that the Grant Deed for Lot 8 of Tract Map 7141 is hereby accepted for the purposes of using and maintaining said Lot as a Public Park & Ride Lot, and that the City Clerk of this City Council be and is hereby directed to transmit said Grant Deed to the County Recorder for filing. BE IT FURTHER RESOLVED that the Grants of Easement for access over Lots 5, 6 and 7 of Tract Map 7147 are hereby accepted for the purpose of public access to Lot 8 of Tract Map 7147, and the City Clerk of this City Council be and is hereby directed to transmit said Grants of Easement to the County Recorder for filing. BE IT FURTHER RESOLVED that the Declaration of Covenants, Conditions and Restrictions for Lot 8 of Tract Map 7147 are hereby approved, and that the City Clerk of this City Council be and is hereby directed to transmit said Declaration of Covenants, Conditions and Restrictions for Lot 8 of Tract Map 7147 to the County Recorder for filing. I 1 PASSED, APPROVED AND ADOPTED this 16th day of October, 2001. AYES: NOES: ABSENT: ABSTAIN: ATTEST: Mayor City Clerk GSDEVELOP\KOLL\reso Park&Ride (Lee combined).doc Recorded at the request of: After Recording, return to: CITY OF DUBLIN City Engineer P. O. Box 2340 Dublin, CA 94568 Escrow No. 777080 GRANT DEED KOLL DUBLIN CORPORATE CENTER L.P., a Delaware limited parmership, does grant in fee unto the CITY OF DUBLIN, a municipal corporation, all right, title and interest in and to all that real property simate in the City of Dublin, County of Alameda, State of California, described as follows: Lot 8 of Tract 7 ! 47, recorded on the 24th of August, 1999 at Alameda County Records office in Book 247 of Maps at pages 84-91'. Dated /~:u~,v.~q 2~. ~t~ ,2001 KOLL DUBLIN CORPORATE CENTER L.P., a Delaware limited parmership By: KDC-DUBLIN, LLC, a Delaware limited liability company Its General Partner By: KDC-OC, LLC, a Delaware limited liability company Its Manager By: KOLL DEVELOPMENT COMPANY, LLC, a Delaware ~j~ited liabilitY company By:~'~fff)~z _ Michael G. Parker Its Senior ViCe President This is to certify that the interest in real property conveyed here.in to the City of Dublin, a governmental agency, is hereby accepted by Richard Ambrose, City Manager, and/or Lee Thompson, City Engineer, on behalf of the Dublin City Council pursuant to authority conferred by Resolution No. 24-87 of the Dublin City Council, adopted on April 13, 1987, and the grantee consents to the recordation thereof by its duly authorized officer. RICHARD C. AMBROSE, CITY MANAGER AND/OR LEE THOMPSON, CITY ENGINEER Dated: By: 544096.01/SF ~ K5064-OO2/6-25-OUnFll ~ STATE OF CALIFORNIA ) COUNTYOF ) On ~r,~,~.4 7/0, q.~t~ , before me, kJ.~.4-~Vz,.x Loc4&r~ , a Notary Public in and for said state, personally ~Ippeared ~q~c[~ ~>~C~.~C( /~ /' , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public i~/~n~l~)~ s~iState /x / STATE OF CALIFORNIA COUNTY OF On , before me, ., a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be 'the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (,SEAL) 544096.0 I/SF K5064-002/6-25-0 l/rtl/mc -2- Recorded at the request of: After Recording, return to: City of Dublin 100 Civic Plaza Dublin, CA 94568 Escrow No. 777080 GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, KOLL DUBLIN CORPORATE CENTER L.P., a Delaware limited partnership, hereby grants to the cITY OF DUBLIN, a municipal corporation, a non-exclusive easement over that portion of the Easement Area (as defined below) that is located within Lots 5 and 6 of Tract 7147, filed August 24, 1999, in Book 247, Pages 84-91, of Maps, Alameda County Records, California, for the sole purpose of vehicular access to and from the Park and Ride Lot (as defined below). As used herein, the term "Park and Ride Lot" shall mean Lot 8 of Tract 7147, filed August 24, 1999, in Book 247, Pages 84-91, 6f Maps, Alameda County Records, California. As used herein, the term "Easement Area" shall mean that certain real property described on Exhibit A attached hereto and depicted on Exhibit B attached hereto. Dated A~,.u.~4-' ~ ~ "bbb 1 ,2001 / KOLL DUBLIN CORPORATE CENTER L.P., a Delaware limited partnership By: KDC-DUBLIN, LLC, a Delaware limited liability company Its General Partner By: KDC-OC, LLC, a Delaware limited liability company Its Manager By: KOLL DEVELOPMENT COMPANY, LLC, a Delaware limited liability company Michael G. Parker Its Senior Vice President This is to certify that the interest in real property conveyed herein to the City of Dublin, a governmental agency, is hereby accepted by Richard Ambrose, City Manager, and/or Lee Thompson, City Engineer,. on behalf of the Dublin City Council pursuant to authority conferred by Resolution No. 24-87 of the Dublin City Council, adopted on April 13, 1987, and the grantee consents to the recordation thereof by its duly authorized officer. RiCHARD C. AMBROSE' CITY MANAGER AND/OR LEE THOMPSON, CITY ENGINEER Dated: , By:. 544108.03/SF K5064-00216-25-0 l/nllaw STATE OF CALIFORNIA COUNTY OF On ttk~ 24 ,'2.48~ . , before me, tcJ.,c4krt~t b-O,~a,,~ . ,a Notary Public in and for said state, personallyflppeared r,,tlt..,bc.t[ tg~4'ff,.zt- , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. (SEAL) WITNESS my hand and official seal. Notary Public ~at{d fol. ~saifi?i3tate g/x STATE OF CALIFORNIA COUNTY OF On , before me, , a Notary Public in and for said state, personally appeared ., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public in and for said State 544108.03/SF K5064-002/6-25-0 l/hi/aw -2- EXHIBIT 'A' LEGAL DESCRIPTION Access Easement over Lots 5 and 6 All that certain real property situated in the City of Dublin> County of Alameda, State of California .and being described as follows: Being a portion of Lots 5 and 6 of that certain map entitled "Tract Map 7147", as said map was filed for record in the Office of the Recorder of said County on August 24, 1999 in Book 247 of Maps at Pages 84 through 91, under Recorder's Series No. 99-323442, and being more particularly described as follows: Beginning at the most northeast Comer of said Lot.6; thence along the easterly line of said Lot 6, South 01 °13'15" West, 25.00 feet; thence leaving said easterly line the following coUrses: North 88°45'43'' West, 15.00 feet; North 01°13'15" East, 15.00 feet; North 88o45'43" West, 135.99 feet; thence along a tangent curve to. the left having a radius of 12.00 feet through a central angle ofg0°00'00'' for an arc length of 18.85 feet; South 01°14'17" West, 195.66 feet; thence along a tangent curve to the left having a radius of 15.00 feet through a central angle of 90°00'00'.for an arc length of 23.56 feet; thence South 88o45'43" East, 57.63 feet to a point on a westerly line of Lot 8 of said "Tract Map 7147"; ' Thence along said westerly line of Lot 8, South 01°11'27" West, 28.00 feet; thence leaving said westerly line of Lot 8 the following courses: 1. North 88045'43'' West, 64.67 feet; 2. thence along a tangent curve to the left having a radius of 5.00 feet through a central angle ofg0°00'00'' for an arc length of 7.85 feet; 3. South 01°14'17" West, 157.00 feet;. 4. South 04o44'38" East, 27.15 feet; 5. South 01°14'17'' West, 101.99 feet; 6. thence along a tangent curve to the lel~ having a radius of 15.00 feet through a ,central angle of 54°40'52'' for an arc length of 14.32 feet; 7. South 53°26'35'' East, 5.74 feet to a point on the westerly line of said Lot 8;, Thence along said westerly line of Lot 8, .along a non-tangent curve to the right having a radial bearing of North 53o26'35" West and having a radius of 274.28 feet through a central angle of 05°01'12" for an arc length of 24.03 feet; thence leaving said westerly line of Lot 8 the following coKl~ses: 2. 3. 4. 5. 6. 7. North 53o26'35'' West, 19.11 feet; thence along a tangent curve to the left having a radius of 12.00 feet through a central angle of 82o25'22" for an arc length of 17.26 feet; thence along a tangent curve to the right having a radius of 245.00 feet through a central angle of 44°25'20'' for an arc length of 189.95 feet; South 88°33'23" West, 93.03 feet to a westerly line of said Lot 6; said line also being an easterly line of said Lot 5; thence continuing South 88o33'23" West, 17.44 feet; thence along a tangent curve to the left having a radius of 3.00 feet through a central angle of 90°00'00'' for an arc length of 4.7i feet; South 01°26'37'' East, 17.00 feet to the northerly line of said Lot 8; Thence along said northerly line of Lot 8, South 88°33'23'' West, 31.73 feet; thence leaving said northerly line the following courses: 1. North 01o26'37'' West, '18.00 feet; 2. thence along a tangent curve to the left having a radius of 3.00 feet through a central angle ofg0°00'00'' for an arc length of 4.71 feet; 3. South 88°33'23" West, 202.07 feet; 4. thence along a tangent curve to the left having a radius of 5.00 feet through a central angle of 90°07'56'' for an arc length of 7.87 feet; 5. South 01°34'32'' East, 32.00 feet; 6. thence along a tangent curve to the left having a radius of 5.00 feet through a central angle of 89°52'04'' for an arc length of 7.84 feet; 7. North 88o33'23" East, 101.09 feet to the most westerly line of said Lot 8; Thence along said westerly line of Lot 8, South 01o26'37'' East, 26.00 feet; thence leaving said westerly line the following courses: 1. South 88°33'23'' West, 137.71 feet; 2. North 01o26'37'' West, 61.00 feet; 3. thence along a tangent curve to the left having a radius of 5.00 feet through a central angle of 90°00'00'' for an arc length of 7.85 feet; 4. South 88°33'23'' West, 101.05 feet; 5. thence along a tangent curve to the left having a radius of 3.00 feet through a central angle of 29° 13' 18" for an arc length of 1.53 feet; 6. thence along a tangent curve to the right having a radius of 223.00 feet through a central angle of 10o39'34" for an arc length of 41.49 feet; 7. thence along a tangent curve to the right having a radius of 100.00 feet through a central angle of 14°58'41" for an arc length of 26.14 feet; 8. South 84o58'20" West, 76.87 feet; 9. thence along a tangent curve to the right having a radius of 228.00 feet through a central angle of 06°15'57'' for an arc length of 24.93 feet; 10. North 88o45'43" West, 72.70 feet; 11. thence along a tangent curve to the right having a radius of 45.00 feet through a central angle of44°36'15" for an arc length of 35.03 feet 12. thence North 44°09'28'' West, 4.59 feet to a point on the westerly line of said Lot 5; said westerly line of Lot 5 also being the easterly right-of-way of John Monego Court, a publicly dedicated street; Thence along said right-of-way along a non-tangent curve to the lett having, a radial bearing of North 32°52'32" West and having a radius of 68.00 feet through a central angle of 20°41'21" for an arc length of 24.55 feet; thence leaving said right-of-way line the following courses: 1. along a non-tangent curve to the left having a radial bearing of North 41048'35" East and a radius of 22.00 feet through a central angle of 40°34'18" for an arc length of 15.58 feet; 2. South 88o45'43" East, 75.83 feet; 3. thence along a tangent curve to the left having a radius of 200.0 feet through a central angle of 06°15'57'' for an arc length of 21.87 feet; 4. North 84o58'20" East, 44.36 feet; 5. thence along a tangent curve to the left having a radius of 200.00 feet through a central angle of 09°38'56'' for an arc length of 33.68 feet; 6. North 75019'23" East, 31.17 feet; 7. North 69o57'36" East, 44.53 feet; 8. North 88o33'23" East, 326.29 feet; 9. South 86o59'32" East, 51.56 feet; 10. North 88033'23" East, 16.62 feet to the easterly line of said Lot 5; said line also being the westerly line of said Lot 5; 11. North 88o33'23" East, 92.38 feet; 12. thence along a tangent curve to the left having a radius of 221.00 feet through a central angle of 39°09'29'' for an arc length of 151.04 feet; 13. North 49o23'54" East, 49.85 feet;' 14. thence along a tangent curve to the left having a radius of 5.00 feet through a central angle of 48°09'37'' for an arc length of 4.20 feet; 15. North 01°14'17" East, 270.97 feet; 16. thence along a tangent curve to the left having a radius of 5.00 feet through a central angle ofg0°00'00'' for an arc length of 7.85 feet; 17. North 88o45'43" West, 8.98 feet; 18. North 01 °14'17" East, 252.04 feet to the northerly line ofsaid Lot 6; Thence along said northerly line of Lot 6, North 70028'26'' East, 24.33 feet; thence cominuing along said northerly line, South 88o45'43" East, 176.24 feet to the easterly line of said Lot 6 and the Point of Beginning. 09/11/01 Prepared by: JMHWeiss, Inc. II LOT 5 TR 7i47 · BK 247 P~ 84 L33 I I L38 LII L4O _~~ ..... L4I~ % TA$$AJAP. A L45 LINE TABLE NAME LtO L'14 I;15 L17 E20 L22 L25 E52 ~2 BEARING S LENGTH W w E £ ~ 710o' 1~7.~ 92~. 24;33~, 176~2~' NAME Cl C2 C$ C4 C5 c$ C7 08 Cg C10 ctS. ci 6 c17 C'I8 C2b C2~' C2~- RADIAL BEARINGS NAME CURVE TABLE RADIUS 2.00; 2~0~~ 5 ~:00° 3,00' 2~3:00' 206~6b~ 5[00" 5.00' ARC LENGTH 18~85' 25;56' 7.85' 1 18g.gs' 4.71' 4.'7'I' 7~87' 7~84' 7~85' 41 26,14~ 2t~8~' 4.~0~ 7.:~' D3(HIBIT 'B' PLAT TO ACCOMPANY LEGAL DESCRIPTION Recorded at the request of: After Recording, return to: City of Dublin 100 Civic Plaza Dublin, CA 94568 Escrow No. 777080 GRANT OF EASEMENT FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SURPLUS PROPERTY AUTHORITY OF ALAMEDA COUNTY, a public corporation, hereby grants to the CITY OF DUBLIN, a municipal corporation, a non-exclusive easement over that portion of the Easement Area that is located within Lot 7 of Tract 7147, filed August 24, 1999, in Book 247, Pages 84-91, of Maps, Alameda County Records, California, for the sole purpose of vehicular access to and from the Park and Ride Lot. As used herein, the term "Park and Ride Lot" shall mean Lot 8 of Tract 7147, filed August 24, 1999, in Book 247, Pages. 84-91, of Maps, Alameda County Records, California. As used herein, the term "Easement Area" shall mean that certain real property described on Exhibit A attached hereto and depicted on Exhibit B attached hereto. Dated ~/~ ~¢ ,2001 SURPLUS PROPERTY AUTHORITY OF ALAMEDA COUNTY, a public corpo/ation Title: - This is to certify that the interest in real property .conveyed herein to the City of Dublin, a governmental agency, is hereby accepted by Richard Ambrose, City Manager, and/or Lee Thompson, City Engineer, on behalf of the Dublin City Council pursuant to authority conferred by Resolution No. 24-87 of the Dublin City Council, adopted on April 13, 1987, and the grantee consents to the recordation thereof by its duly authorized officer. RICHARD C. AMBROSE, CITY MANAGER AND/OR LEE THOMPSON, CITY ENGINEER Dated: By: 546681.01/SF K5064-002/7-1 1-01/nl/mc STATE OF CALIFORNIA ) ) SS. COUNTY OF' ¢ 2x'm _1o, ) On,.~l\~ ~)d, at cTLD0 ~ ,beforeme, ~,t, ox3c ~9ro~.~4- , a Notary Public in and forsaid state, persohally apl~eared ' ~t3[~}x {'-4z~,r'~,~-4 ri e, ~ ['i , personally known to me (or' proved to me on the basis of sati~t'actory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in. his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. (SEAL) WITNESS my hand and official seal. Notary Public in and for said State ... Comm. # 122830 STATE OF CALIFORNIA COUNTY OF On , before me, , a Notary Public in and for said state, personally appeared ., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public in and for said State 546681,0]/SF K5064-002/7-1 l-0 l/rtl/mc -2- EXHIBIT 'A' LEGAL DESCRIPTION Access Easement over Lot 7 All that certain real property situated in the City of Dublin, County of Alameda, State of California and being described as follows: /Being a portion of Lot 7 of that certain map entitled "Tract Map 7147", as said map was filed for record in the Office of the Recorder of said County on August 24, 1999 in Book 247 o£Maps at Pages' 84 through 91, under Recorder's Series No. 99-323442, and being more particularly described as follows: Beginning at the southeast comer of said Lot 7; thence along the southerly line of said Lot 7, North 88045'43" West, 176.24 feet; thence continuing along said southerly line, South 70°28'26" West, 24.33 feet; thence leaving said southerly line the following courses: 1. North01°14'17'' East, 55.02 feet .2. South 88°46'11" East, 183.97 feet; 3. North 01°13'15" East, 15.00 feet; 4. South 88%6'11" East, 15.00 feet to the easterly line of said Lot 7; Thence along said easterly line of Lot 7, South 01°13'15'' West, 61.42. feet to the Point of Beginning: 09/11/01 Prepared by: JMH Weiss, Inc. LOT 7 TR 71~7 BK 247 PG 84 L6 LOT 6 TI? 7147 BK .?47 PG 84 PROPERTY -80 -40 0 Scale - 80' 160 { 240 LINE TAB LE NAME BEARING LENGTH L1 N 88°45'45'' W 176.24' 1_2 $ 70o28'26" W 24.55' L;S N 01"14'17" E 55.02' L4 S 88°46'11'' E 185.97' L5 N 01"1.t'15" E 15.00' L6 S 88°46'11" E 15.00' L7 S 01°13'15'' W 61.42' EXHIBIT 'B' PLAT TO ACCOMPANY LEGAL DESCRIPTION RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Allen Matkins Leck Gamble & Mallory LLP 333 Bush Street, 17th Floor San Francisco, California 94104-2806 Attention: Nancy Lundeen, Esq. (Space Above For Recorder's Use) DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (PARK & RIDE - LOT 8 OF KOLL DUBLIN CORPORATE CENTER) This Declaration of Covenants, Conditions and Restrictions (this "Declaration") is made as of , 2001 by KOLL DUBLIN CORPORATE CENTER OWNERS ASSOCIATION, a non-profit mutual benefit corporation (the "Association") and the CITY OF DUBLIN, a municipal corporation of the State of California (the "City"), with respect to the facts set forth below. RECITALS: A. The Association is a non-profit mutual benefit corporation, incorporated under the laws of the State of California to maintain and repair that certain "Project Common Area" established pursuant to the recordation of that certain Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Koll Dublin Corporate Center (the "Original CC&Rs"). The Original CC&Rs were recorded on August 30, 1999, as Instrument No. 99331259 in the Official Records of Alameda County, State of California for the purpose of establishing certain covenants, conditions and restrictions for Koll Dublin Corporate Center (the "Project"). Concurrently herewith, the Original CC&Rs are being amended and restated in their entirety by that certain Amended and Restated Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Koll Dublin Corporate Center, dated as of ,2001, and recorded concurrently herewith (the Original CC&Rs, as so amended and as the same may be further amended from time to time, are referred to herein as the "Master CC'&Rs"). B. Initially capitalized terms in this Declaration which appear as defined terms in the Master CC&Rs shall have the meaning given to such terms in the Master CC&Rs, except as herein provided. C. Concurrently herewith, Koll Dublin Corporate Center, L.P., a Delaware limited partnership ("Developer"), is conveying to the City by Grant Deed fee simple title to that certain real property located in the City of Dublin, County of Alameda, consisting of Lot 8 of Tract Map Noo 7147 filed August 24, 1999, Map Book 247, at pages 84-91, Alameda County Records (Series No. 99-323442) (the "Park and Ride Lot"). In connection with said conveyance, and pursuant to the 539356.08/SF ~ :'~'~: ~ :~;~ ~ ~ & ~ ~ ~:' ~ ~ K5064~02/9-28-01/nl/nl ~ ,, ~ ~ ~ ~ * ~ ~ ...... terms of the Master CC&Rs, the Park and Ride Lot has been deleted from the coverage and encumbrance of the Master CC&Rs, and shall instead by governed by the terms of this Declaration. D. Concurrently herewith, the following documents are being recorded in the Official Records.of Alameda County, California: (i) that certain Grant of Easement executed by Developer in favor of the City and (ii) that certain Grant of Easement executed by the Surplus Property Authority of Alameda County (the "County") in favor of the City (the Grant Deed referred to in Recital C above and the Grants of Easement referred to in this Recital D are collectively referred to herein as the "Conveyance"). By the terms of the Conveyance, Developer has granted to the City all of its right, title and interest in and to the Park and Ride Lot, and Developer and the County have granted to the City certain easements over portionS of the Project, all as more Particularly described in the Conveyance. E. Pursuant to this Declaration, the Association has agreed to maintain and repair in perpetuity the Park and Ride Lot and the improvements located thereon, all as more particularly set forth in this Declaration, subject to the City's right to assume all or a portion of such duties as set forth below. F. The Association and the City may sometimes hereinafter be referred to individually as a "Party" and collectively as the "Parties"° NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Association and the City hereby agree as follows: AGREEMENT: 1. . Duties of the Association 1.1 Operation, Maintenance and Repair of Park and Ride Lot. The Association shall operate, maintain and repair the Park and Ride Lot and the improvements located thereon. Such operation, maintenance and repair shall include, without limitation, the following: (a) maintenance of the surface of all parking areas located within the Park and Ride Lot in a clean, safe and first-class condition, including (see Exhibit A-4 attached hereto for area of City responsibility) the paving and repairing or surfacing and resurfacing of such area when necessary with the type of material originally installed therein, or such substitute therefor as shall in all respects be equal thereto in quality, appearance and durability; the removal of debris and waste materials and the washing or sweeping of paved areas as required; the repair of any ruts or potholes in the asphalt as required; and the painting and repainting of the center line dividers, striping, markers and signs as required; (b) cleaning, maintaining and relamping of any external lighting fixtures and related fixtures located within or adjacent to the Park and Ride Lot as depicted on Exhibit A-! attached hereto (except as otherwise specified on Exhibit A-1 attached hereto); (c) performance of necessary maintenance of all landscaPing as required anywhere within or adjacent to the Park and Ride Lot as depicted on Exhibit A-2 attached hereto (see Exhibit A-2 attached hereto for delineation between City and Koll maintenance responsibility) 539356.08/SF K5064-002/9-28-01/nl/nl -2- following the initial installation of such landscaping, including, without limitation, trimming, watering and fertilization of all grass, ground cover, shrubs and trees, removal of weeds, removal of dead or waste material and replacement of any dead or diseased grass, ground cover, shrubs or trees, and the removal of any trash, debris and graffiti from the Park and Ride Lot; (d) the repair and replacement of the irrigation equipment (including, without limitation, lines, controllers, valves, heads, etCo) and all other "Park & Ride" improvements currently located on or adjacent to the Park and Ride Lot as depicted on Exhibit A-2 attached hereto (see Exhibit A-2 attached hereto for delineation between City and Koll maintenance responsibility) as may be necessary or appropriate from time to time; (e) the cleaning and maintenance of the storm drains (including the storm drain filter system) on or adjacent to the Park and Ride Lot as depicted on Exhibit A-3 attached hereto (see Exhibit A-3 attached hereto for.~delineation between City and Koll maintenance responsibility); (f) the periodic repaving of the Park and Ride Lot as required and the periodic restriping of the parking stalls on the Park and Ride Lot as required (see Exhibit A-4 attached hereto for delineation between City and Koll maintenance responsibility); (g) arranging for electricity for the street lights to light the Park and Ride Lot (see Exhibit A-1 attached hereto for delineation between City and Koll maintenance responsibility) from dusk to daylight; (h) arranging for electricity for the irrigation system located on the Park and Ride Lot (see Exhibit A-2 attached hereto for delineation between City and Koll maintenance responsibility); and (i) arranging for water for the landscaping to be provided to the Park and Ride Lot (see Exhibit A-2 attached hereto for delineation between City and Koll maintenance responsibility). 1.2 Standards for Maintenance. The Association shall operate and maintain the Park and Ride Lot in a neat, orderly, safe and first-class condition and in such a manner as to enhance its appearance, maintain established slope ratios, prevent erosion or sliding problems, and to facilitate the orderly discharge of water through drainage systems and facilities established over the Park and Ride Lot. No structure, planting or other material shall be placed or permitted to remain, or other activities undertaken on any area within the Park and Ride Lot which might create erosion or sliding problems, or interfere with established or existing natural drainage systems or facilities. 1.3 Casualty Insurance. The City shall obtain and maintain a master or blanket policy of fire and casualty insurance with extended coverage in an amount equal to one hundred percent (100%) of the full replacement value (replacement cost including debris removal and demolition) of the improvements to the Park and Ride Lot (including all building service equipment and the like), with an "agreed amount endorsement" or its equivalent and clauses waiving subrogation against the Association and the City. Such insurance shall afford protection against loss or damage by fire and. other hazards covered by the standard extended coverage endorsement, and by sprinkler leakage, debris removal, cost of demolition, vandalism, 539356.08/SF K5064-002/9-28-0 l/nl/nl -3- malicious mischief, windstorm, water damage, and such other risks as shall customarily be covered with respect to similar developments in similar areas. At the City's option, the foregoing insurance may be provided through a self-insurance program. 1.4 Liability Insurance. The City shall procure and keep in force public liability insurance in the name of the City against any liability for personal injury or property damage resulting from any occurrence in or about the Park and Ride Lot in an amount not less than Two Million Dollars ($2,000,000.00) and indemnity against the claims of one or more persons in one or more accidents or events, and not less than Five Hundred Thousand Dollars ($500,000.00) for damage to property. At the City's option, the foregoing insurance may be provided through a self-insurance program. The Association shall be named as an additional insured under the foregoing insurance policy or, to the extent feasible, under the foregoing self-insurance program. Each Vendor (as defined in Section 4.1 below) shall procure and keep in force public liability insurance against any liability for personal injury or property damage resulting from any occurrence in or about the Park and Ride Lot in an amount not less than Two Million Dollars ($2,000,000.00) and indemnity and defend against the claims of one or more persons in one or more accidents or events, and not less than Five Hundred Thousand Dollars ($500,000.00) for damage to property. The City and the Association shall each be named as an additional insured under the foregoing insurance policy maintained by each Vendor. 1.5 Copies of Insurance. Copies of all insurance policies, or certificates thereof, showing the premiums thereon to have been paid, or reasonable evidence Of a self-insurance program shall be retained by the City and shall be open for inspection by the Association at any reasonable time. All such insurance policies shall provide that they are not cancelable by the insurer without first giving at least ten (10) days prior written notice to the Parties and their mortgagees. 1.6 City's Right to Assume Responsibility for Duties. The City may at any time, upon at least thirty (30) days' prior notice to the Association, assume responsibility for all or a portion of the Association's duties (as well as all of the costs associated therewith) set forth in this Section 1 as specified in the City's notice (the "Assumed Obligations"), provided that such notice is accompanied by an assumption agreement in the form of Exhibit B attached hereto in which the City expressly assumes responsibility for the Assumed Obligations in accordance with the standards set forth in Section 1.2 above effective as of a date specified in such assumption agreement, which date shall be not earlier than thirty (30) days after the date the City gives such notice to the Association; and further provided that the City shall not be permitted to assume responsibility for all or any portion of the Association's duties set forth in this Section 1 which relate to any portion of the Project not located on the Park and Ride Lot. 2. Responsibility for Costs. All costs incurred by the Association in operating, maintaining, repairing, and insuring (or self-insuring) the Park and Ride Lot (collectively, "Park and Ride Lot Maintenance CostS"), including any reasonable and customary administrative fee charged by the management company engaged by the Association in accordance with Section 4 below, shall be reimbursed by the City to the Association. The Association shall not charge any fee for the services that it performs pursuant to this Declaration. To the extent that the contracts entered into by the Association with respect to all or any portion of the services or duties described in Section 1 above also cover the remainder of the common areas in the Project, the 539356.08/SF K5064-002/9-25-01/nl/nl Park and Ride Lot Maintenance Costs shall include an allocated share of the fees and costs owing under such contracts based on the allocation of expenses set forth in Exhibit C attached hereto, which allocation shall be subject to modification only with the prior written consent of the Association and the City's Director of Public Works. 3. Pa~rrnent of Park and Ride Lot Maintenance Costs. The Park and Ride Lot Maintenance Costs shall be paid by the City to the Association as follows: 3.1 Proposed Budget. The City hereby approves the initial budget (the "Initial Budget") for the Park and Ride Lot Maintenance Costs for the calendar year January 1, 2001 - December 31, 2001 (prorated for the partial year), including the scope of work set forth therein. The City's responsibility for its allocated share of Park and Ride Lot Maintenance Costs shall start on November 1, 2001. A copy of the Initial Budget is attached hereto as Exhibit D. On or before October 1 of each subsequent calendar year, the Association shall deliver to City a proposed budget for the Park and Ride Lot Costs for the subsequent calendar year (i.e., January 1 - December 31), which shall address the scope of work to be performed by Vendors (as defined below) during such calendar year. In the event the City does not provide the Association with written approval or disapproval of the proposed budget on or before thirty (30) days. after receipt thereof, the City shall be deemed to have approved such proposed budget. The City and the Association shall agree on a budget for the Park and Ride Lot Maintenance Costs for each upcoming calendar year on or before December 1 of each year. In the event the Parties have not agreed upon such a budget for a particular year on or before December 1, the budget for such upcoming year shall be equal to one hundred five percent (105%) of the budget in effect for the then current calendar year until the Parties have agreed upon the budget. Notwithstanding the foregoing, the City's approval shall not be required with respect to the budget for the Park and Ride Lot Maintenance Costs for any particular calendar year, unless (i) the budget for such year exceeds one hundred five percent (105%) of the budget in effect for the immediately preceding year or (ii) the scope of the work provided for in the budget is materially different from the scope of the work set forth in the budget in effect for the immediately preceding year. 3.2 Reserves. The budget shall include reserves in reasonable amounts, as reasonably determined by the Association, but not to exceed ten percent (10%) of the annual budget, except as otherwise may be required by applicable law. 3.3 Payment of Assessments. The City shall pay to the Association, at any time and from time to time, within thirty (30) days after receipt of an invoice from the Association, any Park and Ride Lot Maintenance Costs which have been incurred by the Association as of the date of such invoice. 3.4 Audit. Within one (1) year after receipt of any Park and Ride Lot expense statement, the City may audit such statement. If it shall be determined as a result of such audit that the City has paid in excess of the amount required pursuant to this Declaration, then such overpayment shall be credited toward the next installment that would otherwise be due. In addition, if the City paid in excess of five percent (5%) over the amount that the City should have paid (as determined by the audit), then the Association shall pay all of the City's reasonable costs and expenses connected with such audit. The City may, at any reasonable time and upon' reasonable notice to the Association, and at the City's expense, inspect the books and records $39356.08/SF K5064-002/9-13-01/nlinl - 5 - .,, maintained by the Association with respect to the Park and Ride Lot during regular business hours at the Association's office or such other location as such books and records may be kept. 4. Emplownent of Vendors. 4.1 Selection of Vendors. Subject to the City's rights set forth in Section 1.6 above and Section 4.2 below, the Association shall contract with licensed, bonded and otherwise qualified and reputable persons or entities (collectively, "Vendors") to perform the duties of the Association under this Declaration. Each Vendor shall be required to maintain liability insurance in accordance with Section 1.4 above. 4.2 CiW's Right to Terminate Vendor's Services. Upon at least forty-five (45) days' prior notice to the Association, the City may require the Association to terminate its contract with any Vendor to the extent that such contract relates to the Park and Ride Lot and to replace such Vendor with a new· Vendor. 4.3 Vendor Contracts. The City hereby approves the initial contracts for the performance of the duties of the Association under this Declaration, a description of which is included in the initial budget described in Section 3.1 above. 4.4 Change in Scope of Vendor's Contract. In the event of any material change (with respect to the Park and Ride Lot) in the scope of the work relating to the Park and Ride Lot and covered by the Association's contract with a Vendor from the scope of work provided for in the contract approved by the Parties as part of the initial budget for the Park and Ride Lot Maintenance Costs or any subsequent budget approved by the Parties or otherwise approved by both Parties, such change in scope shall require the approval of the City's Director of Public Works. The City agrees to cause its Director of Public Works to approve or disapprove any material change in the scope of the Association's contract with a Vendor by notice given to the Association within thirty (30) days after the Association's notice to the City requesting such approval. If the City's Director of Public Works disapproves such material change in the scope of the Association's contract with a. Vendor, the City's notice to the Association disapproving such material change shall include the specific reason(s) for such disapproval. If the City fails to notify the Association of its approval or disapproval of such material change within such thirty (30) day period in accordance with this Section 4.4, then such material change shall be deemed to have been approved by the City's Director of Public Works. 5. Default 5.1 Cure of Defaults of the Association. In the event the Association fails to timely perform its obligations hereunder, the City may notify the Association and its mortgagee, if any (if the address of such mortgagee has been provided to the City), of such failure in writing. Within ten (10) business days of its receipt of such notice, the Association shall cure such failure; provided, that, if such failure cannot be reasonably cured within such ten (10) business day period, the Association must commence to cure such failure within such ten (10) business day period and diligently pursue such cure to completion within a reasonable period of time, which in no event shall be greater than one hundred twenty (120) days following the delivery of the above referenced notice. 539356.08/SF K5064-002/9-13-01/nl/nl -6- 5.2 No Waiver. The failure of either Party to enforce any provision of this DeClaration or to seek redress for any breach of the provisions hereof shall in no event be deemed a waiver or the right to do so thereafter. 5.3 Defaults of the City. In the event any sum of money payable by the City to the Association pursuant to any provision oflhis Declaration is not paid when due, and after the City has been notified in writing of such default and the expiration of any applicable grace period set forth herein or a reasonable period of time not to exceed thirty (30) days if there is no such express grace period, the Association shall have the right to file a demand for mediation against the City in accordance with Section 10.13 below seeking an award against the City requiring the City to pay such sum of money and, if such mediation is unsuccessful, thereafter to pursue' such claim in any~ court of competent jurisdiction. 5.4 Suspension of ObligatiOns. In the event that any sum of money payable by the City to the Associatign pursuant to any provision of this Declaration is not paid when due, and after the City has been notified in writing of such default and the expiration of any applicable grace Period set forth herein, or a reasonable period of time not to exceed thirty (30) days if there is no such express grace period has occurred, then the Association shall have the right to suspend the performance of its obligations under this Declaration until such default is cured in full. The City agrees to pay any additional costs resulting from the Association's suspension of performance of its obligations under this Declaration in accordance with this Section 5.4. 6. Rights of Enjoyment; Easements 6.1 Damage to Park and Ride Lot. The City and the Association hereby waive any right of recovery against the other for damage, injury or loss covered by the insurance required to be maintained under Section 1.3 above or otherwise covered by insurance or self~ insurance maintained by one of the Parties. 6.2 Grant of Easements to the Association. The City hereby .grants to the Association an easement or easements over such portions of the Park and Ride Lot as are necessary to gain access to the Park and Ride Lot and any facilities or improvements located thereon for the purpose of carrying out the duties of the Association under this Declaration. 7. Project Expenses for Access Roads. Notwithstanding anything to the contrary contained in this Declaration, and irrespective of the City's .election to assume the Assumed Obligations pursuant to the terms of Section 1.6 above, the Parties acknowledge and agree that (a) pursuant to the terms of the Master CC&Rs, the Association is responsible for maintaining the Entry Driveways (which include the access roads to the Park and Ride Lot described in Exhibit A-4 attached hereto (the "Access Roads")) and (b)the Park and Ride Lot derives significant benefits fi.om the Association's maintenance of the Access Roads. As such, the term "Park and Ride Maintenance Costs" shall also include the City's allocated portion of the Project Expenses for the Access Roads based upon the allocation of expenses set forth in Exhibit C attached hereto, which allocation shall be subject to modification only with the prior written consent of the Association and the City's Director of Public Works. 539356.08/SF K5064-002/9-13-01/nl/nl -7- 8. Use. The Parties acknowledge and agree that the Park and Ride Lot shall be used solely for the purposes of the development and operation of a customary "Park and Ride" facility designed to provide commuter parking and busing services to the general public, and for no other purpose, except as may be agreed to in an amendment to this Declaration made in accordance with the terms of Section 10.9 below. 9. Taxes and Assessments. The City shall, at its sole cost and expense, pay when due, all real estate taxes, special taxes and assessments wi'rich may be levied, assessed, or charged by any public authority against the Park and Ride Lot, the improvements thereon or any other part thereof, including, without limitation, all common areas located thereon. If the City fails to pay such taxes and/or assessments when due, the Association shall have the right to pay such taxes and/or assessments and shall be reimbursed by the City for any such taxes and assessments paid as additional Park and Ride Lot Maintenance Costs. 10. Miscellaneous 10.1 Breach Shall Not Defeat Mortgage; Mortgagee Not Liable for Pre- Foreclosure Obligations. A breach of any of the terms, conditions, covenants, or restrictions of this Declaration shall not defeat or render invalid the interest or lien of any mortgagee, but all such terms, conditions, covenants and restrictions shall be binding upon and effective against any person or entity that acquires title to any portion of the Project by foreclosure, trustee's sale or otherwise. On taking title, the foreclosure-purchaser shall only be obligated to pay assessments or other charges levied or assessed after the foreclosure-purchaser acquired title. 10.2 Captions. The titles, headings and captions used in this Declaration are for convenience only and shall not be considered nor referred to in resolving questions of interpretation and construction. 10.3 Governing Laws. This Declaration shall be construed in accordance with the laws of the State of California. 10.4 Counterparts. This Declaration may be signed in several counterparts, each of which shall be deemed an original, and all such counterparts shall constitute one and the same instrument. 10.5 Severability. Invalidation of any one or a portion of these covenants, conditions or restrictions by judgment or court order shall in no way affect any other provisions 'which shall remain in full force and effect. 10.6 Singular Includes Plural. Whenever the cOntext of this Declaration requires the same, the singular shall include the plural and the' masculine shall include the feminine and the neuter. 10.7 Attorneys' Fees. In the event any action is instituted to enforce any of the provisions contained in this Declaration, the party prevailing in such aciion shall be entitled to recover from the other party thereto reasonable attorneys' fees and costs of such suit as determined by the court as part of the judgment. 539356.08/SF K5064-002t9-13-01/nl/nl -8 - 10.8 Notices. All notices or other communications provided for herein shall be in writing and shall be given (i) by personal delivery, or (ii) by United States mail, registered or certified, return receipt requested, first-class postage prepaid, or (iii)by reputable overnight courier service (e. g., Federal Express), and such notice shall be effective upon delivery thereof to the party being given notice, and shall be addressed to the following address(es) or such other address(es) as'may hereafter be designated in a notice to the other party: To the Association: Koll Dublin Corporate Center Owners Association 4125 Blackhawk Plaza Circle, Suite 200 Danville, CA 94506 Attn: Mr. Michael G. Parker with a copy to: Transwestem Commercial Services 4140 Dublin Boulevard, Suite 120 Dublin, CA 94568 Attn: Ms. Jennifer KoidaI To the City: City Manager City of Dublin P.O. Box 2340 100 Civic plaZa Dublin, CA 94568 with a copy to: Director of Public Works City of Dublin P.O. Box 2340 100 Civic Plaza Dublin, CA 94568 10.9 Amendments. Except for Section 10.10 below, all approvals called for in this Declaration, including the approval of any budget for the Park and Ride Lot Maintenance Costs, and all modifications or amendments to .this Declaration shall be subject to the written consent of the Parties or their respective successors and assigns. 10.10 Termination. This Declaration may be terminated only with the written consent of the Parties or their respective successor and assigns and their mortgagees, if required under applicable mortgage documents. 10.11 Covenant Running with the Land. This Declaration and the rights, duties, obligations, covenants, benefits and burdens set forth herein shall be covenants running with the land in accordance with California Civil Code Section 1468 and shall be binding upon the Parties, future owners or encumbrancers and their respective successors and assigns during their respective period of ownership. 10.12 Estoppel Certificate. Each Party shall within ten (10) days after receipt of a notice from the other Party (the "Requesting Party") execute and deliver to the Requesting Party a statement in writing confirming that this Agreement is in full force and effect, identifying all amendments hereto, ii' applicable, and specifying any known defaults, or confirming that no 539356.08/SF K5064-002/9-13-01/nl/nl - 9- such defaults exist on the part of either Party, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. t 0.13 Mediation of Disputes. (a) Negotiation. The parties will attempt in good faith to resolve through negotiation any dispute, claim or controversy arising out of or relating to this Declaration. Either party may initiate negotiations .by providing written notice in letter form to the other party, setting forth the subject of the dispute and the relief requested. The recipient of such notice shall respond in writing within five (5) business days with a statement of its position on and recommended solution to the dispute. If the dispute is not resolved by this exchange of correspondence, then representatives of each party with full settlement authority will meet at a mutually agreeable time and place within ten (10) business days of the date of the initial notice in order to exchange relevant information and perspectives, and to attempt to resolve the dispute. If the dispute is not resolved by these negotiations, the matter will be submitted to JAMS, or its successor, for mediation. (b) Mediation. Except as provided herein, no civil action with respect to any dispute, claim or controversy arising out of or relating to this Declaration may be commenced until the matter has been submitted to JAMS, or its successor, for mediation. Either party may commence mediation by providing to JAMS and the other party a written request for mediation, setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator and any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non- discoverable as a result of its use in the mediation. Either party may seek equitable relief prior to the mediation to preserve the status quo pending the completion of that process. Except for such an action to obtain equitable relief, neither party may commence a civil action with respect to the matters submitted to mediation until after the completion of the initial mediation session, or forty-five (45) days after the date of filing the written request for mediation, whichever occurs first. Mediation may continue after the commencement of a.civil action, if the parties so desire. The provisions of this Section 10.13(b) may be enforced by'any court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the party against whom enforcement is ordered. [SIGNATURE BLOCKS ON NEXT PAGE] 539356.08/SF K5064-002/9-I 3-01/nl/nt - 1 0- IN WITNESS WHEREOF, the parties have executed this Declaration as of the date first written above. "ASSOCIATION" KOLL DUBLIN CORPORATE CENTER OWNERS ASSOCIATION, a Cali£omia non-profit mutual benefit corporation By: By: Name: Title: Name: Title: "CITY" CITY OF DUBLIN, a municipal corporation By: It 8: ATTEST: City Clerk 539356.08/SF K5064-002/9-13-01/nl/nl - 1 1 - STATE OF ) ) SS. COUNTY OF ) On , before me, , a Notary Public in and for said state, personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) STATE OF ) ) SS. COUNTY OF ) On ., before me, , a Notary Public in and for said state, personally appeared ., personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and' acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) 539356.08/SF K5064-002/9-13-01/nl/nl STATE OF ) ) SS. COUNTY OF ) On ., before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) 539356.08/SF K5064-002/9-13-0 l/nl/nl BI]ILDtNr3 1-¢VO ! / · BUtLDINt~ ] /l~O.,, .~Exhibit LA2 ). Land,cape &"'irrigation FUTURE ?HAS£- (:,'ON$~RU~770N FdTUBE PHAS£' CON.~ , KoLL - DUBLIN CORPORIr~ c£~r£~ CAUFOP~IA · ._Exhibit (. A3 ) storm. Drain Plan "--- Access Easement ~ Park &Ride Lot. '~ Exhibit ( A4 ) paving Plan · DUBt.~ CA EXHIBIT B ASSUMPTION AGREEMENT Pursuant to Section 1.7 of that certain Declaration of Covenants, Conditions and Restrictions (Park & Ride - Lot 8 of Koll Dublin Corporate Center) (the "Declaration"), which was recorded on ., 2001, as Instrument No. in the Official Records of Alameda County, California, the CITY OF DUBLIN, a municipal corporation of the State of California, hereby assumes responsibility for performing the following duties in accordance with the standards set forth in Section 1.2 of the Declaration, which assumption shall be effective as of the Effective Date set forth below: [List assumed duties] As of the Effective Date, Koll Dublin Corporate Center Owners Association, a non-profit mutual benefit corporation, shall be released from its obligation to perform the foregoing duties. Effective Date: CITY OF DUBLIN, a municipal corporation By: Its: ATTEST: City Clerk 539356.08/SF K5064-002/9- l 3-01/nl/nl EXHIBIT C ALLOCATION OF EXPENSES The City's share of the expenses incurred by the Association pursuant to Section 1.1 and Section 7 of the Declaration shall be as follows: Category of Expenses Section 1.1 (a) (parking area) Section 1.1 (b) (lighting fixtures) Section 1.1 (c) (landscaping and trash, debris and graffiti removal) City's Share Percentage of Assessed Area* Percentage of Light Poles** Percentage of Assessed Area Section 1.1(d) (repair and replacement of irrigation equipment) Section 1.1 (e) (storm drains) Section 1.1 (f') (repaving and restriping) Section 1. l(g) (electricity for street lights) Section 1.1 (h) (electricity for irrigation system) Section 1.1 (i) (water for landscaping) Section 7 (Project Expenses for Access Roads) 100% of costs incurred to repair irrigation equipment located only on or adjacent to the Park and Ride Lot as depicted on Exhibit A-2 (except as otherwise specified .on Exhibit A-2.) Percentage Percentage Percentage Percentage Percentage Percentage of Catch Basins*** of Assessed Area of Light Poles of Assessed Area of Assessed Area of Assessed Area "Percentage of Assessed Area" means a fi.action, the numerator of which is the gross square footage of the land area of the Park and Ride Lot and the denominator of which is the total gross square footage of the land area of the Assessed Lots plus the gross square footage of the land area of the Park and Ride Lot. "Assessed Lots" means all Lots in the Project with respect to which either (i) the Lot has been conveyed by the Surplus Property Authority of Alameda County to a third party or (ii) the construction of the first building on the Lot has commenced, whichever occurs first. "Percentage of Light Poles" means a fi.action, the numerator of which is the total number of light poles on the Park and Ride Lot and the denominator of which is the total number of light poles in the Project Common Area and the Park and Ride Lot. "Percentage of Catch Basins" means a fi.action, the numerator of which is the total number of catch basins on the Park and Ride Lot and the denominator of which is the total number of catch basins in the Project Common Area and the Park and Ride Lot. 539356.05/SF EXHIBIT D-1 METHOD OF MAINTENANCE COST BREAKDOWN TOTAL # Koll % Koll # Dublin % Dublin # Access Road s TOTAL SITE (Lots 4,5,6 & 8) (Lots. 4,5,& 6) (Lot 8) ASSESSED AREA (AC) 20.346 - 18.638 9,1.61 % 1.708 8.39% N/A ASSESSED ACCESS AREA for AC Paving 20.346 17.409 91.07% 1.708 8.93% 1.229 Light Poles (#) 100 93 93% 7 7% Catch Basins (#)' 22 18 81.80% 4 18.20% actual cost actual cost incurred incurred indesignated indesignated IrrigatiOn . N/A areas, areas. EXHIBIT D-2 BUDGET 2001 - 2002 (assume increase 5%) · NOV. '01 DEC. '01 JAN. '02 . FEB. '02 MAR '02 APR. '02 MAY '02 JUNE '02 PARKING: MONTHLY 340 340 357 357 357 357 357 357 Total Cost 8.39 % Dublin 29 29 30 30 30 30 30 30 91.61% Kotl 311 311 327 327 327 327 327 327 LIGHTING POLES: QUARTERLY 1000 1000 1575 1575 1575 1575 1575 1575 Total Cost 7 % Dublin 0 70 0 0 110 0 0 ...... 110 93 % Koll 0 930 . 0 0 1465 0 0 1465 LANDSCAPING: MONTHLY 3450 3450 3623 3623 3623 ' 3623 3623 3623 Total Cost 8.39 % Dublin 289 289 304 304 304 304 304 304 91.61% Koll 3161 3161 3319 3319 3319 3319 3319 3319 IRRIGATION: AS NEEDED Total Cost of Park and Ride 100% Dublin , 50 50 53 53 53 53 53 53 100% Koll STORM DRAINS: MONTHLY 238 r 238 251 251 251 251 251 251 Total Cost 18.2% Dublin 43 43 46 46 46 46 46 46 8t.8 % Koll 195 195 205 205 205 205 205 205 REPAVING: Total Cost 8.39% Dublin "2oo3 Budget 91.61 %Koll ELECTRIC / LIGHTING: MONTHL~ 1900 1900 1995 I995 1995 1995 1995 1995 Total Cost of Actual . ,' 7% Dublin 133 133 140 140 140 140 140 140 93% Koll 1767 1767 1855 1855 1855 1855 1855 1855 ELECTRIC I IRRIGATION: Total Cost - Insignificant 0% Dublin 0 0 0 0 0 0 0 0 100% Koll WATER: MONTHLY 1675 1675 1760 1760 1760 1760 1760 1760 Total Cost of Actual 8.39% Dublin 141 141 148 148 146 148 148 148 91.61% Koll 1534 1534 1534 1534 1534, 1534 1534 1534 ACCESS ROADS: Total Cost 8.39 % Dublin **2003 Budget 91.61% Koll TOTAL DUBLIN: 685 755 721 721 831 721 721 [ 721 TOTAL KOLL: 6968 7898 7240 7240 8705 7240 724O 8705 GRAND TOTAL DUBLIN $5876 GRAND TOTAL KOLL $61,236 * All expense will' be billed to the City of Dublin when invoices are received and paid by Koll Dublin Corporate Center ** Capital Work for Paving and Access Roads is scheduled for June 2002 and will be included in the 2003 budge~t for Park and Ride.