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HomeMy WebLinkAboutDublin Crossing Scarlett Dr Mitigation AreaDelivering Quality, Reliability and Safety TRANSMITTAL DATE: October 21, 2021 TO: Linda Smith 100 Civic Plaza Dublin, CA 94568 FROM: Lira Walter, Administrative Assistant (Phone: 925-454-5053) &mail: Iwalter@zone7water.com l00 North Canyons Parkway Livermore, CA 94551 (925) 454-5000 RE: Perpetual Deed Restriction Endowment Agreement (A21-73-DUB) for Scarlett Drive Mitigation Area Enclosure: 1. Enclosed is a fully executed original Agreement. Please feel free to call if you have any questions. Thank you. zone7watercom A21-73-DUB PERPETUAL DEED RESTRICTION ENDOWMENT AGREEMENT FOR SCARLETT DRIVE MITIGATION AREA THIS PERPETUAL DEED RESTRICTION ENDOWMENT AGREEMENT ("Agreement's, made and entered into on iJD Iq 1I by and between, DUBLIN CROSSING, LLC, a Delaware limited liability company ("Dublin Crossing" or 'Founding Contributor"), the CITY OF DUBLIN ("Dublin" or "City"), and ALAMEDA COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT, ZONE 7 WATER AGENCY, a California body corporate and politic ( "Zone 7'(collectively referred to as the "Parties"). RECITALS WHEREAS, Dublin Crossing and the City of Dublin own certain real property located in the County of Alameda, State of California subject to a deed restriction described below for wetland creation, preservation, and channel restoration and enhancement described in the Addendum to: Revised Mitigation & Monitoring Plan, Dublin Crossing, 620 6th Street, Dublin California prepared by Johnson Marigot Consulting, LLC, dated August 6, 2020, attached hereto and incorporated herein as Attachment A ("Addendum to Revised Mitigation & Monitoring Plan, Dublin Crossing WHEREAS, the segment of drainage canal identified as ANCanal II" within the Addendum to the PIMP, is located within the described property owned by Dublin Crossing and the City of Dublin, and subject to the management described in the Addendum to.• Long Term Management Plan, Dublin Crossing, dated November 4, 2020, attached hereto and incorporated herein as Attachment B ("Addendum to Long Term Management Plan, Dublin Crossing'; WHEREAS, Zone 7 retains the perpetual rights and obligations of management of Canal II, as described in the Addendum to the LTMP, and as established by the Covenants and Deed Restrictions for the Scarlett Drive Mitigation Area (described in the Addendum to.• Long Term Management Plan, Dublin Crossing, November 4, 2020) (see )lso, Attachment C — Covenants and Deed Restrictions); WHEREAS, the City of Dublin is the sponsor of the project referred to as the "Scarlett Drive Extension", and the Scarlett Drive Extension project is required to enhance and restore segments of Canal II as described in the Addendum to the MMP in order to meet mitigation requirements set forth in the Scarlett Drive Extension project permits and authorizations (the "Permits") issued by the U.S. Army Corps of Engineers ("Corps', San Francisco Bay Regional Water Quality Control Board ("RWQCB") and California Department of Fish and Wildlife (�-CDFW'(collectively, the "Permitting Agencies'; WHEREAS, the City desires to provide mitigation for the Scarlett Drive Extension project by restoration and preservation of segments of Canal II, and the preservation and restoration is consistent with both the Addendum to the MMP, and the Addendum to the LTMP (collectively "the Addenda" or "the Plans', and these mitigation efforts satisfy the mitigation requirements set forth in the Permits issued by the Permitting Agencies. The "Scarlett Drive Mitigation" consists of removal of the concrete lining and riprap, re -contouring of the banks and substrate of the canal, and the planting of native riparian vegetation. A total of 691 linear feet (0.790 acres) of Canal 2 will be restored to mitigate for impacted wetland canal, wetland basin, and wetland drainage ditch (see also, Attachment D- Scarlett Drive/Iron Horse Trail Extension Project Mitigation Map); WHEREAS, the Addenda provide for the establishment of an endowment for the long-term management, maintenance and monitoring of the preserved and restored segments of the Scarlet Drive Mitigation Area in accordance with the Permits; WHEREAS, the City of Dublin desires to have this endowment fund established to support the management, preservation, enforcement and protection of the Scarlett Drive Mitigation Area by Zone 7, as created under the Deed Restriction; WHEREAS, Dublin Crossing also desires to have this endowment fund established to support the preservation, enforcement and protection of the Scarlett Drive Mitigation Area, as created under the Deed Restrictions WHEREAS, Zone 7 is a special district and an appropriate institution within which to establish and hold such an endowment, and; WHEREAS, Zone 7 is willing and able to hold the perpetual deed restriction endowment, subject to the terms and conditions hereof. AGREEMENTS NOW THEREFORE, in consideration of the mutual promises made herein, the Parties agree as follows: 1. NAME OF FUND. There is hereby established in, and as a part thereof, a fund designated as the "Scarlett Drive Mitigation Area Endowment Fund" (hereinafter referred to as the "Fund' to receive contributions in the form of money. 2. PURPOSE. The purpose of the Fund shall be to fund long-term management and monitoring of the Scarlett Drive Mitigation Area, as well as to fund Zone 7's management and monitoring oversight activities, enforcement and protection of the Scarlett Drive Mitigation Area as required by the Permitting Agencies and as -2 described in the Deed Restriction, the Plans applicable to those instruments, and the funding amounts identified pursuant to those instruments, as defined below, and in Sections 3 and 4 of this Agreement. 3. FUNDING. As the consideration for Zone 7 to accept the maintenance and long term management responsibilities specified in the Addendum to the MMP and the Addendum to the LTMP, and to further the charitable purposes to permanently preserve the benefits of the Deed Restriction, and also to manage the Fund in accordance with Uniform Prudent Management of Institutional Funds Act as provided in Section 10, below, the City unconditionally promises to contribute THREE HUNDRED AND EIGHTY THOUSAND DOLLARS ($380,000.00) (the "Endowment's to Zone 7 as a condition to recording of the Deed Restriction. All grants, bequests, and devises to the Fund shall be irrevocable once accepted by Zone 7 upon City's contribution to fund the Endowment and shall satisfy any and all obligations related to the Endowment. 4. DISTRIBUTION. The annual earnings allocable to the Fund, net of the fees and expenses set forth in Section 11, shall be granted or expended solely for purposes for expenditures to manage, maintain, protect, and monitor the Scarlett Drive Mitigation Area pursuant to the Plans, and to preserve the conditions and rights set forth in the Deed Restriction, including any costs for the monitoring, implementing and enforcing the Deed Restriction, and compensating Zone 7 for performance of tasks described in the Addenda. The Endowment Cost Table attached hereto and incorporated within the Addendum to the MMP (within Attachment B) is incorporated herein. No distribution shall be made from the Fund to any individual or entity if, in the judgment of Zone 7, such distribution will endanger Zone 7's tax exemption status with any taxing authority. It is intended by the foregoing that at the time a distribution is made from the Fund, the distribution must be made for the purposes of funding activities related to the long-term management, maintenance and monitoring of the Scarlett Drive Mitigation Area, as described in the Plans, or for Zone 7's protection and preservation of the Scarlett Drive Mitigation Area. No distribution shall be made from the Fund for any purpose unrelated to, or unconnected with, managing, maintaining or monitoring the Scarlett Drive Mitigation Area, or holding, monitoring, administering, repairing, defending, protecting and preserving the Deed Restriction. 5. VARIANCE. If Zone 7 proposes to terminate its long-term management, maintenance and monitoring of the Scarlett Drive Mitigation Area, the assets of the Fund shall, after payment or making provisions for payment of any liabilities properly chargeable to the Fund or payable to Zone 7 from the Fund pursuant to this Agreement, be distributed to a non-profit conservancy organization approved by the Permitting Agencies, who shall accept the terms of this Agreement as a condition to the distribution of any payments. If a conservation organization refuses to accept the Fund! Zone 7 shall distribute the Fund in such a manner and to such conservation organization or organizations, in the judgment of Zone 7 and the Permitting Agencies that satisfy the requirements of a non-profit conservancy organization with purposes -3- similar to those of Zone 7, provided that the non-profit conservancy organization agrees to accept the terms of this Agreement as a condition for the distribution of the Fund. 6. ADMINISTRATIVE PROVISIONS. Notwithstanding anything herein to the contrary, Zone 7 shall hold the Fund, and all contributions to the Fund, subject to the provisions of any and all applicable California laws, the Permits and Zone 7's enabling act. The Treasurer for the Board of Directors of Zone 7 shall monitor the distribution of the Fund and shall have all powers of modification specified in the applicable United States Treasury Regulations and the Internal Revenue Code. Specifically, the Zone 7 shall have the right to modify any restriction or condition on the distribution of funds where that restriction or condition becomes, in effect, unnecessary, incapable of fulfillment or inconsistent with the charitable purposes of the Deed Restriction. Upon request by the City of Dublin or Dublin Crossing, Zone 7 agrees to provide to the City of Dublin or Dublin Crossing, as applicable, within 30 days of the request, a copy of the latest available annual examination of the finances of the Zone 7 as reported on by independent certified public accountants. In addition, upon request by the City of Dublin or Dublin Crossing no more frequently than annually and at the City's or Dublin Crossing's sole cost and expense, as applicable, Zone 7 shall provide, within 90 days of the request, an activity report which contains a report on the balance of the Fund at the beginning of the calendar year; deposits; disbursements; fees; earnings, gains, losses and other investment activity accruing to the Fund during the previous calendar years and the balance of the Fund at the end of the latest period available in the current year in which the report is requested. 7. CONDITIONS FOR ACCEPTANCE OF FUNDS. The City of Dublin, Dublin Crossing, and Zone 7 agree and acknowledge that the establishment of the Fund herein created is made in recognition of, and subject to, the terms and conditions of the Deed Restriction, the Plans (including the table of management cost estimates) and other provisions of this Agreement relating to the administration and use of the Fund. 8. NOT A SEPARATE TRUST. The Fund shall be a component part of Zone 7. All money and property in the Fund shall be held as general assets of Zone 7 and not segregated as trust property of a separate trust. 9. ACCOUNTING. The receipts and disbursements of this Fund shall be accounted for separately and apart from those of the other funds of Zone 7. 10. INVESTMENT AND USE OF FUNDS. Zone 7 shall employ an investment vehicle that assures the maintenance of the Fund principal. Zone 7 shall have all powers necessary or in its sole discretion desirable to carry out the purposes of the Fund, including, but not limited to, the power to retain, invest, and reinvest the Fund and the power to commingle the assets of the Fund with those of other funds for investment purposes. However, Zone 7 shall separately account for the balance of the Fund from other balances of all other accounts maintained or managed by Zone 7. In -4- the investment and management of the Fund, Zone 7 shall act in accordance with the standard set out in California Probate Code Section 18501, etseq. (the "Uniform Prudent Management of Institutional Funds Act'. However, the City of Dublin, the Founding Contributor, and Zone 7 acknowledge the Fund may suffer an investment loss causing a reduction of Fund principal from time to time through no fault of Zone 7. An investment loss of any amount of the Fund is not the responsibility of Zone 7, provided Zone 7 acted in accordance with Zone 7's duty to prudently invest the amounts in the Fund according to the standard set out in the Uniform Prudent Management of Institutional Funds Act. Additionally, neither the City of Dublin, nor the Founding Contributor are responsible for any investment loss of any amount and neither shall have further obligation to fund the Fund beyond making the contribution as described in the Funding provision in Section 3, above. Zone 7 is authorized to allocate receipts and expenses between principal and income accounts according to the California Uniform Principal and Income Act, as amended (the "CUPIA'�. Zone 7 will determine how to allocate receipts or expenses that are not governed by the CUPIA. Nothing stated herein shall create an obligation of the City of Dublin or the Founding Contributor to supplement funds set forth in Section 3 of this Agreement as a result of any losses that may be sustained by the Fund. 11. COSTS OF THE FUND. It is understood and agreed that the Fund shall bear a fair share portion of the total investment and administrative costs of Zone 7. Those costs annually charged against the Fund are identified as "Land Manager Contingency" in the Cost Table. 12. GOVERNING LAW; CONSTRUCTION. This Agreement shall be governed by the laws of the State of California, and proper venue for any dispute arising out of this Agreement shall be Alameda County, California. The headings and captions of Articles and Sections used in this Agreement are for convenience only, and this Agreement shall be interpreted without reference to any headings or captions. Similarly, the presence or absence of language in prior drafts of this document shall not be used to interpret any provision hereof. This Agreement has been prepared and revised by attorneys for both Parties, so any rule of law or construction that ambiguities are to be construed against the party responsible for drafting shall not apply. 13. NOTICES. All notices, requests, demands and other communications required by the Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally (or by electronic mail) on the party to whom notice is to be given, or on the second (2nd) day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows. -s- Zone 7: General Manager Zone 7 Water Agency 100 North Canyons Parkway Livermore, CA 94551 Telephone: 925-454-5000 City of Dublin: City Manager 100 Civic Plaza Dublin, CA 94568 Founding Contributor: Dublin Crossing, LLC, a Delaware limited liability company 500 La Gonda Way, Suite 100 Danville, CA 94526 With a copy to: Alicia Guerra Buchalter, A Professional Corporation 55 Second Street, Suite 1700 San Francisco, CA 94105 Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. 14. ENTIRE AGREEMENT; RECITALS; AMENDMENT. This Agreement is entered into pursuant to the Deed Restriction and the Plans. The Deed Restriction, the Plans, the Cost Table, and this Agreement constitute the entire agreements between the Parties (related to Scarlett Drive Mitigation Area only), and supersede all prior agreements, whether oral or in writing. The Recitals and any Attachments to this Agreement are incorporated into the Agreement by this reference. This Agreement may be amended only in writing agreed to and signed by all Parties and with the written concurrence of the California Attorney General's office, Registrar of Charitable Trusts, if required by policy or practice of such office. 15. WAIVER. No provision of this Agreement may be waived except in a written instrument signed by the party who is entitled to the benefit of said provision. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver. -6- 16. CONSTRUCTION. A. References to any provision of the Internal Revenue Code shall be deemed references to the U.S. Internal Revenue Code of 1986 as the same may be amended from time to time and the corresponding provision of any future U.S. Internal Revenue Code, B. It is intended that the Fund shall be a component part of Zone 7 and that nothing in this Agreement shall affect the status of Zone 7 as a water agency. This Agreement shall be interpreted in a manner consistent with the foregoing intention and so as to conform to the requirements of the Internal Revenue Code and any regulations issued pursuant thereto applicable to the intended status of Zone 7. 17. CONFLICT OF TERMS. The Parties also have agreed to the terms set forth in the Deed Restriction, which is intended to set forth the rights and obligations of the City of Dublin, Dublin Crossing, and Zone 7 with respect to the perpetual conservation, monitoring and maintenance of the Scarlett Drive Mitigation Area pursuant to the Deed Restriction. In the event of any inconsistency between the terms of that easement and the provisions of this Agreement with respect to the funding, distribution, management and operation of the Endowment, the terms of the Permits shall control. Nothing in this Agreement is intended to abridge or modify the rights accorded to the City of Dublin, Dublin Crossing, or Zone 7 under the Deed Restriction for any failure by the other party to perform its obligations and duties as set forth in the Deed Restriction with respect to such party, with such remedies provided in the Deed Restriction as to the other party. 18. SEVERABILITY. If any provision of this Agreement is held to be unlawful or invalid by any court of law with duly established jurisdiction over this Agreement, the Parties intend that the remainder of this Agreement shall remain in full force and effect notwithstanding the severance of the unlawful or invalid provision(s). 19. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by a parry's signature transmitted electronically, including those delivered by PDF or signed through the electronic signature system known as "DocuSign," and copies of this Agreement executed and delivered by means of electronic signatures shall have the same force and effect as copies hereof executed and delivered with original signatures. 20. COOPERATION. The Parties will cooperate in good faith to achieve the objectives of this Agreement and to avoid disputes. The Parties will use good faith efforts to resolve disputes at the lowest organizational level and, if a dispute cannot be so resolved, the Parties will then elevate the dispute to the appropriate officials within their respective organizations. 21. PREVAILING PARTY. In any action to enforce the terms of this Agreement, the Prevailing Party shall be entitled to recover from the non -prevailing party all reasonable attorneys' fees and costs. "Prevailing Party" shall include without limitation a party who dismisses an action in exchange for sums allegedly due; the party who receives performance from the other party for an alleged breach of contract or a desired remedy where the performance is substantially equal to the relief sought in an actions or the party determined to be the prevailing party by a court of law. 22. THIRD PARTY BENEFICIARY. This Agreement confers rights and remedies upon the Corps, RWQCB, and CDFW as third party beneficiaries, insofar as this Agreement is intended to carry out the requirements and obligations set forth in the Deed Restriction and the Plan. No person, other than the Parties or said named third party beneficiaries, has any rights or remedies under this Agreement. 23. AUTHORITY. Each person signing this Agreement on behalf of a party to this Agreement warrants to the other that its respective signatory has fully right and authority to enter into and consummate this Agreement and the transactions contemplated hereby. 24. CONSTRUCTION OF AGREEMENT. The provisions contained herein shall not be construed in favor of or against any of the Parties to this Agreement, but shall be construed as if each of the Parties prepared this Agreement. 25. BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their permitted successors and assigns. 26. NONEXCLUSIVE REMEDIES. No remedy or election hereunder shall be deemed exclusive, but shall, whenever possible, be cumulative with all other remedies at law or in equity. 27. NECESSARY FURTHER ACTS. Each party to this Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the intent of this Agreement. 28. TIME IS OF THE ESSENCE. Time and each of the terms, covenants and conditions of this Agreement are expressly made of the essence. [Signatures on Fol%wing Page] -s- IN WITNESS WHEREOF, the City of Dublin, the Founding Contributor and Zone 7 each has executed this Agreement by a duly authorized officer, effective as of the day and year first above written. ZONE I WATER AGENCY, a California political subdivision By: Name: Title: Date: City of Dublin r e. Linda Smith Title: City Ma ager Date: GI �C;1l Approved as to form: Bakker, City Attorney DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member By: _ Name: Title: Date: By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation Its: Member By: Name: Title: Date: IN WITNESS WHEREOF, the City of Dublin, the Founding Contributor and Zone 7 each has executed this Agreement by a duly authorized officer, effective as of the day and year first above written. ZONE 7 WATER AGENCY, a California political subdivision By: _ Name. Title: Date: City of Dublin By: Name: Title: Date: DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member By: Name: Gonzalo Rodr e TitleVIce President, Land and Planning Date. T By: Nary Title. President Date. 7L Lz 3 &z / By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: I ts Standard Pacific Investment Corp., a Delaware corporation M By: Nan TitlE )at( ATTACHMENT A: Addendum to Revised Mitigation & Monitoring Plan, Dublin Crossing RESOLUTION NO. 49 - 21 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE PERPETUAL DEED RESTRICTION ENDOWMENT AGREEMENT FOR THE SCARLETT DRIVE MITIGATION AREA BETWEEN THE CITY OF DUBLIN, DUBLIN CROSSING, LLC, AND ZONE 7 OF THE ALAMEDA COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT WHEREAS, Dublin Crossing, LLC ("Developer") and the City of Dublin ("City") own certain real property located in the County of Alameda, State of California subject to a deed restriction for wetland creation, preservation, and channel restoration and enhancement described in the Addendum to: Revised Mitigation & Monitoring Plan ("Addendum MMP") for the Boulevard Development (formally Dublin Crossing); and WHEREAS, the segment of drainage canal identified as "Canal 2" within the Addendum MMP, is located within properties owned by Developer and the City, and subject to the management described in the Addendum to: Long Term Management Plan, Dublin Crossing, dated November 4, 2020 ("Addendum LTMP"); and WHEREAS, Zone 7 of the Alameda County Flood Control and Water Conservation District ("Zone 7") retains the perpetual rights and obligations of management of Canal 2, as described in the Addendum LTMP, and as established by the Covenants and Deed Restrictions for the Scarlett Drive Mitigation Area; and WHEREAS, the City is the sponsor of the project referred to as the Scarlett Drive/Iron Horse Trail Extension Project, and the Scarlett Drive/Iron Horse Trail Extension Project is required to enhance and restore segments of Canal 2 as described in the Addendum MMP in order to meet mitigation requirements set forth in the Scarlett Drive/Iron Horse Trail Extension Project permits and authorizations ("Permits") issued by the U.S. Army Corps of Engineers, San Francisco Bay Regional Water Quality Control Board and California Department of Fish and Wildlife (collectively, 'Permitting Agencies"); and WHEREAS, the City desires to provide mitigation for the Scarlett Drive/Iron Horse Trail Extension Project by restoration and preservation of segments of Canal 2, and the preservation and restoration is consistent with both the Addendum MMP, and the Addendum LTMP (collectively, "Addenda"), and these mitigation efforts satisfy the mitigation requirements set forth in the Permits issued by the Permitting Agencies; and WHEREAS, the Scarlett Drive/Iron Horse Trail Extension Project mitigation consists of removal of concrete lining and riprap, re -contouring of the banks and substrate of the canal, and planting of native riparian vegetation. A total of 0.79 acres (691 linear feet) of Canal 2 will be restored to mitigate for impacted wetland canal, wetland basin, and wetland drainage ditch; and WHEREAS, the Addenda provide for the establishment of an endowment for the long-term management, maintenance, and monitoring of the preserved and restored segments of the Scarlet Drive Mitigation Area in accordance with the Permits; and Reso. No. 49-21, Item 4.14, Adopted 05/18/2021 Page 1 of 2 WHEREAS, the City and Developer desire to have this endowment fund established to support the management, preservation, enforcement, and protection of the Scarlett Drive Mitigation Area by Zone 7, as created under the deed restriction; and WHEREAS, Zone 7 is a special district and an appropriate institution within which to establish and hold such an endowment; and WHEREAS, Zone 7 is wng and able to hold the perpetual deed restriction endowment, subject to the terms and conditions of the agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Perpetual Deed Restriction Endowment Agreement for Scarlett Drive Mitigation Area, attached hereto as Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized to execute the Perpetual Deed Restriction Endowment Agreement for Scarlett Drive Mitigation Area, attached hereto as Exhibit A, and make any necessary, non -substantive changes to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 18th day of May 2021, by the following vote: AYES NOES: ABSENT: ABSTAIN: ATTEST: Councilmembers Hu, Josey, Kumagai, McCorriston and Mayor Hernandez Reso. No. 49-21, Item 4.14, Adopted 05/18/2021 Page 2 of 2 DUBLIN CALIFORNIA THE NEW AMERICAN BACKYARD City Council 925.833.6650 City Manager 925.833.6650 Community Development 925.833.6610 Economic Development 925,833,6650 Finance/IT 925.833.6640 Fire Prevention 925.833.6606 Human Resources 925.833.6605 Parks & Community Services 925,833.6645 Police 925,833,6670 Public Works 925,833,6630 100 Civic Plaza Dublin, CA 94568 P 925.833.6650 F 925.833.6651 www.dublin.ca.gov I hereby certify under penalty of perjury that the attached Resolution No. 49-21, adopted by the Dublin City Council on May 18, 2021, is a true and accurate copy of said document taken from the official files of the City of Dublin. P114,41 4 �W1� k' �_ Marsha Moore, MMC City Clerk