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Home My WebLink AboutItem 4.7 - 3368 DCC Park and Ride 1st Amendment Page 1 of 4 STAFF REPORT CITY COUNCIL DATE: September 15, 2020 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SUBJECT: Approval of First Amendment to the Dublin Corporate Center Covenants, Conditions, and Restrictions Prepared by: John Stefanski, Assistant to the City Manager EXECUTIVE SUMMARY: The City Council will consider approving the First Amendment to the Dublin Corporate Center Declaration of Covenants, Conditions, and Restrictions (Park and Ride - Lot 8 of Koll Dublin Corporate Center). The proposed changes establish a parking space license program for private commuter shuttle companies and employers whose employees now utilize the Park and Ride facility, as well as make minor modifications to the allocation of costs associated with access routes to the facility and the noticing addresses listed. STAFF RECOMMENDATION: Adopt the Resolution Approving the First Amendment to the Dublin Corporate Center Declaration of Covenants, Conditions, and Restrictions (Park and Ride - Lot 8 of Koll Dublin Corporate Center). FINANCIAL IMPACT: The Fiscal Year 2020-21 Budget includes $60,000 for the operations and maintenance of the Park and Ride Facility and associated infrastructure, pursuant to the terms included in the Dublin Corporate Center Declaration of Covenants, Conditions, and Restrictions (CC&Rs). This is funded by the General Fund. The proposed parking program will generate enough revenue to cover the annual operations and maintenance costs of the facility. Any revenue in excess of the annual costs will be deposited into the Dublin Corporate Center Owner’s Association Fund Balance until the balance exceeds 10% of the annual budget. Funds at that point in time will be returned to the City. The City may elect to dedicate such funds for future improvements, above and beyond normal operations and maintenance costs, to the facility. Page 2 of 4 DESCRIPTION: Background The City-approved Development Agreement for the Dublin Corporate Center (DCC) required the original developer to construct and dedicate a 190-space Park and Ride facility to the City. This work was completed and accepted by the City in October 2001, with the Park and Ride becoming operational shortly thereafter. The Park and Ride Lot is located at the northwest corner of the intersection of Tassajara Road and Interstate 580 and is directly adjacent to the DCC parking on three sides. Given that the Park and Ride is essentially a part of the DCC’s parking lot, the original developer and the City agreed for all maintenance activities to be managed by DCC’s contractors. To facilitate this arrangement, the original developer established the Dublin Corporate Center Owners Association (Association) which would be the responsible party for maintenance activities with the City reimbursing the Association for said activities. The responsibilities for maintenance and reimbursement are established through the DCC Declaration of Covenants, Conditions and Restrictions (CC&Rs), originally approved by the City in October 2001. Under the CC&Rs, the Association is responsible for repairing and resurfacing parking areas, maintaining lighting, landscaping, irrigation systems, and required utilities. The Association submits an annual budget for these costs, which is approved by the City and reimbursed on a semiannual basis. Current Situation The original intent for the Park and Ride was to provide commuter parking and bussing services to the general public, specifically for connecting residents to the Dublin/Pleasanton BART Station. To facilitate this, the Park and Ride originally included a Tri-Valley Wheels bus stop for convenient transfers from individual vehicles to the bus. Several years ago, LAVTA removed the Wheels bus stop located at the Park and Ride. Currently the closest bus stops are approximately 0.3 miles away, located on Dublin Blvd. at the corner of Glynnis Rose Dr. (west bound) and John Monego Ct. (east bound). The west bound bus (Route 30R) includes the most direct access to the Dublin/Pleasanton BART Station. Following the removal of the bus stop, the Park and Ride lot evolved into a hub for private employer shuttles, which employees of certain private businesses use to commute to and from work. According to the 2017 Tri-Valley Integrated Transit and Park-and-Ride Study (ACTC Study) commissioned by the Alameda County Transportation Commission, the Park and Ride Lot is used almost entirely for accessing private employer shuttles. The report includes a 2015 data point stating that the Park and Ride was at 93% of capacity. Furthermore, as referenced in the ACTC Study, a survey of the Park and Ride users detailed that most users were Dublin (44%), or Livermore (28%) residents, with 80% of respondents driving to the Park and Ride and 20% being dropped off. None of the survey respondents shared that they were using the lot to transfer to a Wheels bus. Since the time of this study the lot has exceeded its capacity. In 2018, DCC property management hired private security to ticket Park and Ride overflow users who were then utilizing private spaces for DCC businesses. Page 3 of 4 Prior to the COVID-19 pandemic there were approximately 49 buses accessing the Park and Ride daily. These buses are typically double decker motor coaches, substantially larger than the Wheels buses which the Park and Ride lot was engineered to support. As such, the buses have caused ongoing damage including repetitively knocking over signs and driving over and breaking curbs and irrigation lines. The weight of the buses has caused significant damage to the pavement as evidenced by the photos in Attachment 2. Under the current funding arrangement, the City is responsible for the ongoing repair of the damage caused by these buses. In 2019, the City had to pay an unbudgeted $26,656 to repair the pavement. The annual operations and maintenance budget for the facility is approximately $60,000 for Fiscal Year 2020-21, an increase of approximately $20,000 from prior years due in part to the ongoing damage created from the private commuter shuttles. Given the ongoing issues of damage caused by the private commuter shuttles, DCC’s property management team reached out to the City to discuss ways to better regulate the use of the Park and Ride, which are detailed below. Proposed Changes The proposed First Amendment re-designates the Park and Ride for private commuter shuttles and commuters. The proposed changes establish a parking space licensing program which will allow private employer shuttles or employers to reserve parking spaces for their employees. Planning Staff has determined that the proposed use (private commuter shuttle lot) is substantially similar with the previously approved use and does not have any land use implications. Under the new structure, the DCC Owner’s Association or their agent would be responsible for managing the parking space licensing program. Initially this program would award licenses through a lottery basis, and then on a first come first served basis from a waiting list. Licenses will be valid for a period of one year with automatic one- year renewals for up to three years and will include a monthly license fee based on current market conditions (including rates at BART parking facilities). The initial license fee will be $85 which shall increase five percent each year. Revenue generated from this program is specifically earmarked for the ongoing maintenance and operation of the Park and Ride. Any revenue over the annual budget will be deposited into the Association’s reserves up to the specified reserve limit (10% of the annual budget), in accordance with the CC&Rs. Any fees above that amount will be reimbursed to the City. The Association will receive up to 10% of the total annual license fees collected to cover their costs of managing the program. This proposed program is in alignment with the recommendations included in the ACTC Study. Specifically, the study recommends facilitating the use of excess capacity at Park and Ride lots for private employer shuttles through pricing policy. Furthermore, as described in the study and further corroborated by DCC property management’s outreach to private employer shuttle companies, employers whose shuttle programs utilize the Park and Ride lot have expressed interest in arranging for more parking for their employees. Page 4 of 4 Additionally, the First Amendment clarifies the responsibility of the City to reimburse the Association for damage above and beyond normal wear to shared access roads solely by the Park and Ride users. The First Amendment also makes other minor adjustments pertaining to the noticing addresses and the name of the Dublin Corporate Center Owners Association. Next Steps Following City Council approval, Staff will work with the Association and DCC to execute and record all necessary documentation. The Association will begin to develop materials and promote the lottery for parking spaces. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: None. ATTACHMENTS: 1. Resolution Approving the First Amendment to Declaration of Covenants, Conditions and Restrictions (Park & Ride--Lot 8 of Koll Dublin Corporate Center) 2. Exhibit A to the Resolution - First Amendment to the CC&Rs 3. Declaration of Covenants, Conditions and Restrictions (Park & Ride-Lot 8 of Koll Dublin Corporate Center) Dated October 16, 2001 RESOLUTION NO. XX-20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * APPROVING THE FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (PARK AND RIDE—LOT 8 OF KOLL DUBLIN CORPORATE CENTER) WHEREAS, as a condition of development, Koll Dublin Corporate Center LP (DCC) was required to deed and improve Lot 8 of Tract 7147 for the purpose of a City Park and Ride facility; and WHEREAS, the City Council approved Resolution 177-01 on October 16, 2020 Accepting Grant Deed for Park and Ride (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; and WHEREAS, it continues to be beneficial to the DCC and the City to maintain the improvements within the Park and Ride Lot and the adjacent Dublin Corporate Center parking lots in a consistent high-quality manner; and WHEREAS, the Dublin Corporate Center Owners Association was established for the purpose of maintaining the Dublin Corporate Center common parking facilities; and WHEREAS, the Park and Ride has evolved from its originally intended use and now serves as a hub for private employer shuttles, which are substantial larger than the original buses for which the Park and Ride was engineered; and WHEREAS, the private employer shuttles have caused significant damage to the Park and Ride and associated access routes, of which the City has had to fund the repair; and WHEREAS, in order to address issues surrounding the private employer shuttles, the Dublin Corporate Center Owners Association and the City have developed a parking space license program to better regulate said shuttles and generate revenue for the ongoing maintenance and repair of the Park and Ride; and WHEREAS, the Dublin Corporate Center Owners Association and the City desire to amend the Declaration of Covenants, Conditions and Restrictions in order to update the name and notice address of the Association, update the description of the use of the Park and Ride lot, amend the duties of the Association, amend the allocation of expenses, and provide for the application of license fees against Park and Ride lot maintenance costs. NOW, THEREFORE BE IT RESOLVED, the City Council of the City of Dublin hereby approves the First Amendment to the Declaration of Covenants, Conditions and Restrictions (Park and Ride—Lot 8 of Koll Dublin Corporate Center) attached hereto as Exhibit A to the Resolution, and that the City Manager is authorized to execute and transmit said Declaration of Covenants, Conditions and Restrictions for Lot 8 of Tract Map 7147 to the County Recorder for Filing. PASSED, APPROVED AND ADOPTED this 15th day of September 2020, by the following vote: AYES: NOES: ABSENT: ABSTAIN: ______________________________ Mayor ATTEST: _________________________________ City Clerk 4828-7963-6937, v. 1 1 . RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: Ziontz & Radick LLP 233 Wilshire Blvd. Suite 600 Santa Monica, CA 90401 Attn: Allison S. Radick, Esq. SPACE ABOVE RESERVED FOR FILING STAMP FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (PARK & RIDE – LOT 8 OF KOLL DUBLIN CORPORATE CENTER) THIS FIRST AMENDMENT TO DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (PARK & RIDE – LOT 8 OF KOLL DUBLIN CORPORATE CENTER) dated September 15, 2020 (this “First Amendment”) is entered into by and between DUBLIN CORPORATE CENTER OWNERS ASSOCIATION, a nonprofit mutual benefit corporation incorporated under the laws of the State of California, formerly known as Koll Dublin Corporate Association (the “Association”), and the CITY OF DUBLIN, a municipal corporation of the State of California (the “City”), with reference to the following: R E C I T A L S A. The Association and the City are parties to that certain Declaration of Covenants, Conditions, and Restrictions (Park & Ride – Lot 8 of Koll Dublin Corporate Center dated October 16, 2001 and recorded on November 20, 2001, in the official records of Alameda County, California, as Document No. 2001451130 (the “Declaration”). All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Declaration. B. The Association and the City desire by this First Amendment to amend the Declaration in order to (i) update the name and notice address of the Association, (ii) update the description of the use of the Park and Ride Lot, (iii) amend the duties of the Association, (iv) amend the allocation of expenses, and (v) provide for the application of license fees against Park and Ride Lot Maintenance Costs. 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: 1. Association Name Change. On May 4, 2004, a Certificate of Amendment of Articles of Incorporation of Koll Dublin Corporate Center Owners Association was filed in the 4828-7963-6937, v. 1 2 Office of the Secretary of State of the State of California, pursuant to which the name of the corporation, Koll Dublin Corporate Center Owners Association, was changed to Dublin Corporate Center Owners Association. All references in the Declaration to the “Association” shall mean and refer to Dublin Corporate Center Owners Association, a nonprofit mutual benefit corporation, incorporated under the laws of the State of California, its successors and assigns. 2. Association Notice Address. The address for notices to the Association under Section 10.8 of the Declaration is hereby amended as follows: Dublin Corporate Center Owners Association 4160 Dublin Boulevard, Suite 140 Dublin, California 94568 3. Use. The Parties acknowledge and agree that the use of the Park and Ride Lot has changed and the Declaration needs to be amended to reflect the change in the use of the Park and Ride Lot. In that regard, the Parties agree that Section 8 of the Declaration is hereby deleted in its entirety and replaced with the following: Section 8. Use; License Agreements; Fees. 8.1. Use. The Parties acknowledge and agree that the Park and Ride Lot shall be used solely for the operation of a private commuter bus parking lot, and for no other use or purpose, except as may be agreed to in an amendment to this Declaration made in accordance with the terms of Section 10.9 below. Notwithstanding the foregoing, in the event that the City deems it necessary or desirable to convert a portion of the Park and Ride Lot back to a public parking lot or otherwise implement the operation of a customary “Park and Ride” facility or other public parking facility designed to provide commuter parking, carpooling parking and/or busing services to the general public, the Association shall work with the City in good faith to execute a mutually agreeable Amendment to this Declaration providing for such change in the use of the Park and Ride Lot. 8.2. License Agreements. The Parties further acknowledge and agree that the Association or the Association’s Managing Agent (as defined in Section 1.7) shall enter into license agreements (each, a “Standard Parking Space License Agreement”), effective as of the date of execution of each Standard Parking Space License Agreement, with commuter bus operators and other companies for use of parking spaces in the Park and Ride Lot. Each Standard Parking Space License Agreement shall be in the form, and contain the content, of the form Standard Parking Space License Agreement attached hereto as “Exhibit E”, which form has been mutually approved by the Parties. On or before October 1 of each year, the Association or the Association’s 4828-7963-6937, v. 1 3 Managing Agent may deliver to the City a proposed revised form Standard Parking Space License Agreement for the City’s approval. In the event the City does not provide the Association or the Association’s Managing Agent, as applicable, with written approval or disapproval of the proposed revised Standard Parking Space License Agreement within thirty (30) days after receipt thereof, the City shall be deemed to have approved such proposed revised Standard Parking Space License Agreement. Upon written approval by the City (or deemed approval in the event the City fails provide written approval or disapproval within the aforementioned time period), such proposed revised Standard Parking Space License Agreement shall become the form Standard Parking Space License Agreement beginning January 1 of the following year, or on such other date as is otherwise mutually agreed to in writing and signed by both Parties. Such revised Standard Parking Space License Agreement shall remain the Standard Parking Space License Agreement until it is replaced in accordance with this section or as otherwise agreed to in writing and signed by both Parties. Revisions to the Standard Parking Space License Agreement that are applicable to a specific vendor/licensee (“Licensee”) shall be approved by the Parties by executing the Approval of Revised Standard Parking Space License Agreement form attached hereto as “Exhibit F”. The City, the Association or the Association’s Managing Agent may develop additional or alternate forms for such approval as needed. Any such additional or alternate forms shall be mutually agreed upon in writing by the City and the Association or the Association’s Managing Agent. 8.3. License Fees. The license fees paid under each Standard Parking Space License Agreement shall be used to offset the Park and Ride Lot Maintenance Costs as provided under Section 3.5 of this Declaration. Such license fees shall be established and set forth in each applicable Standard Parking Space Agreement and may be increased or decreased only by executing an Approval of Revised Standard Parking Space License Agreement as outlined in Section 8.2 of this Agreement or as otherwise agreed to in writing and signed by both Parties. 8.4. Initial Award of Licenses By Lottery. Because it is anticipated that the initial number of eligible Licensee applicants will exceed the capacity of the Park and Ride Lot, the Association or the Association’s Managing Agent shall award Standard Parking Space License Agreements by impartial lottery. The Association shall establish an application, procedures, and criteria for such impartial lottery. 8.5. Licensee Waiting List. Eligible Licensee applicants that are not selected during the impartial lottery described in Section 8.4 shall be placed on a waiting list in an order established by lottery. Thereafter, 4828-7963-6937, v. 1 4 Standard Parking Space License Agreements shall be awarded to eligible Licensee applicants in the order in which they appear on the waiting list. Eligible Licensee applicants that submit applications for a Standard Parking Space License Agreement after the initial award by impartial lottery shall be added to the end of the waiting list in the order in which such applications are received by the Association or the Association’s Managing Agent. 4. Duties of the Association; Appointment of Managing Agent. The Parties agree that Section 1 of the Declaration is hereby amended as follows: (a) The following is hereby added as Section 1.1(j): (j) management of all Standard Parking Space License Agreements entered into by the Association or the Association’s Managing Agent with commuter bus operators and other companies for the use of parking spaces in the Park and Ride Lot, including negotiation of such Standard Parking Space License Agreements, collection of license fees due under such Standard Parking License Agreements, taking legal action to enforce such Standard Parking License Agreements and any other related activities. In consideration of the foregoing, the City will pay the Association’s Managing Agent a management fee (the “License Agreement Management Fee”) equal to up to 10% of the total license fees collected under the Standard Parking Space License Agreements. The License Agreement Management Fee shall be paid to the Association’s Managing Agent in accordance with the budget in effect at the time such costs were incurred. (b) The following is hereby added as Section 1.7: 1.7 Appointment of Managing Agent. The Association may at any time, upon at least thirty (30) days’ prior notice to the City, appoint an agent (the “Association’s Managing Agent”) to carry out all or a portion of the Association’s duties set forth in this Section 1 as specified in the Association’s notice. The Association’s Managing Agent, if one is appointed, shall abide by all of the terms and conditions of the Declaration applicable to the duties the Association’s Managing Agent is appointed to carry out. 5. Responsibility for Costs. The Parties agree that the allocation of expenses set forth in Exhibit C of the Declaration is hereby deleted in its entirety and replaced with the allocation of expenses set forth in “Exhibit C” attached hereto and incorporated herein by this reference. 6. Payment of Park and Ride Lot Maintenance Costs. The Parties agree that Section 3 of the Declaration is hereby amended to include the following Section 3.5: 4828-7963-6937, v. 1 5 3.5 Application of License Agreement Fees. The Association or the Association’s Managing Agent shall collect all license fees due under the Standard Parking Space License Agreements and apply all such license fees against the Park and Ride Lot Maintenance Costs in accordance with the budget in effect for the calendar year in which such Park and Ride Lot Maintenance Costs were incurred. Any license fees collected in any calendar year in excess of the total Park and Ride Lot Maintenance Costs for such calendar year shall, at the Association’s election, either be added to the reserves provided for under Section 3.2 of the Declaration or reimbursed to the City by February 1st of the following calendar year, provided however, that any license fees collected in excess of the reserves as set forth in the budget in effect for the calendar year in which such license fees were collected shall be reimbursed to the City. 7. Ratification. Except as otherwise specifically herein amended, the Declaration is and shall remain in full force and effect according to the terms thereof. In the event of any conflict between the Declaration and this First Amendment, this First Amendment shall control. 8. Counterparts. This First Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. [SIGNATURES ON NEXT PAGE] 4828-7963-6937, v. 1 8 A notary public or other officer completing this certificate verifies only the identity of the individual(s) who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) ss. COUNTY OF__________________ ) On _________________, 2020, before me, __________________________________, a Notary Public, personally appeared ________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature____________________________ (Seal) Exhibit C - 4828-7963-6937, v. 1 1 EXHIBIT C ALLOCATION OF EXPENSES The City’s share of expenses incurred by the Association pursuant to Sections 1.1, 2, and 7 of the Declaration shall be as follows: The City’s share will be 100% for all work/expenses solely for the benefit of the Park and Ride Lot. Expenses for work on Access Roads or Shared Project Contracts (combined contracts servicing the entire Project and Park and Ride Lot) will be billed to the City at the Percentage Assessed as outlined below. Repairs to damage to Association facilities outside of the Park and Ride Lot solely caused by Park and Ride or other commuter buses &/or users of the Park and Ride Lot and beyond normal wear and tear, shall be funded or reimbursed by the City without the requirement that the Association or the Association’s Managing Agent deliver written notice of such maintenance and repair items and obtain the City’s approval. “Normal wear and tear” includes standard budgeted maintenance and repair items. The Parties agree that in the event the City exercises its right under Section 1.6 of the Declaration, the City shall have no obligation to reimburse Association for costs incurred after the date of assumption with respect to the duties, functions, or facilities so assumed. In the event such duties, functions or facilities assumed by City include shared utilities that cannot be segregated, the Parties shall execute an agreement as to the shared use and associated costs of those utilities. CCR Section Expense Category Description City's Share of Expense 1.1 (a), 2, 7 Parking Area Shared Project Contracts (Percentage of Assessed Area*) 8.39% Access Roads 50.00% Park & Ride Lot 100.00% 1.1 (b), 2, 7 Lighting Fixtures Access Roads & Shared Project Contracts (Percentage of Assessed Area) 8.39% Park & Ride Lot 100.00% 1.1 (c), 2, 7 Landscaping Access Roads & Shared Project Contracts (Percentage of Assessed Area) 8.39% Park & Ride Lot 100.00% 1.1 (d), 2, 7 Irrigation Equipment, Access Roads & Shared Project Contracts (Percentage of Assessed Area) 8.39% Exhibit C - 4828-7963-6937, v. 1 2 Trash, Debris, & Graffiti Park & Ride Lot 100.00% 1.1 (e), 2, 7 Storm Drains Access Roads & Shared Project Contracts (Percentage of Catch Basins**) 18.20% Park & Ride Lot 100.00% 1.1 (f), 2, 7 Repaving & Restriping Access Roads & Shared Project Contracts (Percentage of Assessed Area) 8.39% Park & Ride Lot 100.00% 1.1 (g), 2, 7 Electricity for Street Lights Access Roads & Shared Project Light Poles 8.39% Park & Ride Lot Light Poles 100.00% 1.1 (h), 2, 7 Electricity for Irrigation System Percentage of Assessed Area 8.39% 1.1 (i), 2, 7 Water for Landscaping Percentage of Assessed Area 8.39% 1.1 (j), 2, 7 License Management Park & Ride Lot 100.00% If the underlying assumptions used in calculating the above percentages change or are found to be incorrect, the City’s Share of Expenses shall be recalculated. * “Percentage of Assessed Area” means a fraction, 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 Assess 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 Catch Basins” means a fraction , 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 Park and Ride Lot. Exhibit E - 1 4828-7963-6937, v. 1 EXHIBIT E STANDARD PARKING SPACE LICENSE AGREEMENT This Standard Parking Space License Agreement (the “Agreement”) dated effective as of __________________, 20__ is made and entered into by and between _______________________________, a _____________________________ (“Licensor”) and _______________________________, a _______________________________ (“Licensee”) (collectively, the “Parties”). WITNESSETH: WHEREAS, the City of Dublin, a municipal corporation of the State of California (the “City”), is the owner of that certain real property improved with a parking lot located at Tassajara Road & 680 Freeway and commonly known as Park and Ride Lot 8 (the “Parking Facility”). WHEREAS, pursuant to that certain Declaration of Covenants, Conditions, and Restrictions (Park & Ride – Lot 8 of Koll Dublin Corporate Center) dated October 16, 2001 and recorded on November 20, 2001 in the Official Records of Alameda County, California as Document No. 2001451130 (as amended, the “Park & Ride Lot Declaration”), entered into by and between Dublin Corporate Center Owners Association, a non- profit mutual benefit corporation incorporated under the laws of the State of California, formerly known as Koll Dublin Corporate Center Owners Association, Licensor has agreed to operate, maintain and repair the Parking Facility. WHEREAS, the City has authorized Licensor to enter into license agreements with commuter bus operators and other companies for the use of parking spaces in the Parking Facility for the purpose of parking commuter buses and providing shuttle services offered by private employers for use by their employees, including pick-up and drop-off of such employees (the “Services”). WHEREAS, Licensee desires to use ________ (__) parking spaces in the Parking Facility in the location depicted on Exhibit A attached hereto (the “Licensed Area”) to be utilized for the Services and for no other purpose whatsoever, subject to the terms and conditions of this Agreement. WHEREAS, the Parties recognize the rights and interests of the City, as property owner, regarding this Agreement and intend for the City to be a third party beneficiary entitled but not required to enforce the terms and conditions herein. NOW, THEREFORE, in consideration of the foregoing and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as follows: 1. LICENSE. Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive license to use the Licensed Area upon the terms and conditions set forth herein. It is hereby agreed and understood that this Agreement is merely a license to use the Licensed Area and that no right, title or interest in or to the Licensed Area is granted to or vested in or intended to be granted to or vested in the Licensee by virtue Exhibit E - 2 4828-7963-6937, v. 1 of this Agreement. Licensee acknowledges that its use of the Licensed Area shall be pursuant to this Agreement and that Licensee shall not, by such use, acquire any rights in or to the Licensed Area by implied lease, prescription, adverse possession, or otherwise. 2. TERM. (a) The term of this Agreement shall commence on ___________________ (the “Commencement Date”) and shall terminate on ______________________ (the “Initial Term”). Following expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each for up to three (3) years (the Initial Term, as may be renewed pursuant to the terms of this Agreement, is referred to herein as the “Term”), unless either Party provides written notice to the other Party of its intent not to renew the Term at least sixty (60) days prior to the expiration of the then-current Term. (b) Notwithstanding anything herein to the contrary, Licensor may terminate this Agreement at any time during the Term for convenience upon at least sixty (60) days prior written notice to Licensee. Upon the termination date set forth in Licensor’s notice, all rights and obligations of the Party hereto shall cease and terminate, except for those rights and obligations which are expressly stated herein to survive the termination of this Agreement. 3. LICENSE FEE. The annual license fee for use of the Licensed Area is ______________________ ($____________), payable in monthly installments of ______________________ ($___________) (the “License Fee”). The License Fee shall increase five percent (5%) per year on the anniversary the Commencement Date. The License Fee shall be due to Licensor monthly in advance on the Commencement Date and thereafter on first day of each month during the Term (the License Fee for the first and last month of the Term being appropriately prorated). The License Fee shall be paid to Licensor at the address of Licensor as provided herein (or such other address as may be designated by Licensor from time to time). 4. USE OF LICENSED AREA. (a) Licensee shall have the privilege to use, exclusive to that of other licensees, the designated number of parking spaces within the Licensed Area for the Services, and shall not use the Licensed Area for any other purposes whatsoever. (b) Neither Licensor nor Licensor’s agents or employees, and neither City nor City’s agent’s or employees, shall be liable for: (i) any loss or damage to any vehicle or personal property parked or located upon or within any portion Parking Facilities whether pursuant to this License or otherwise and whether caused by fire, theft, explosion, strikes, riots or any other cause whatsoever, or (ii) any injury to or death of any person in, about or around such parking spaces or elsewhere in the Parking Facility or any vehicles parking therein or in proximity thereto whether caused by fire, theft, assault, explosion, riot or any other cause whatsoever, and Licensee hereby waives any claims and releases Licensor and Licensor’s agents and employees from all liability arising out of loss or damage to property or injury to or death of persons, or both, relating to any of the foregoing. Exhibit E - 3 4828-7963-6937, v. 1 (c) Licensor specifically reserves the right to change the size, configuration, design, layout and all other aspects of the Parking Facility and Licensed Area at any time and Licensee acknowledges and agrees that Licensor may, without incurring any liability to Licensee and without any abatement of License Fee under this License, from time to time, close-off or restrict access to the Licensed Area or Parking Facility for purposes of permitting or facilitating any such construction, alteration or improvements. 5. PARKING RULES AND REGULATIONS. Licensee’s continued right to use of the Licensed Area is conditioned upon Licensee abiding by all rules and regulations which are prescribed from time to time for the orderly operation and use of the Parking Facility (“Parking Rules and Regulations”) and upon Licensee’s cooperation in seeing that Licensee’s employee users and vendors also comply with such rules and regulations. The Park and Ride Rules and Regulations maintained by the Licensor, set forth in Exhibit B, as amended from time to time, are made an integral part of this License. Licensee, its employees, agents, guests, invitees, visitors and/or any other persons caused to be present in and around the Licensed Area by the Licensee shall perform and abide by the rules and regulations set forth in the Park and Ride Rules and Regulations and any amendments or additions to those rules and regulations as Licensor or the City may make. In Licensor’s sole discretion, should it determine that Licensee has failed to observe and/or comply with any of the Park and Ride Rules and Regulations, Licensee shall be in breach of this License, and Licensor shall be entitled to exercise any of Licensor’s remedies pursuant to this License or otherwise. In addition to the foregoing, should Licensee not correct violations of the Rules and Regulations by their user or vendors after the second warning, Licensor shall at its option terminate this Parking License Agreement with ten (10) day notice to Licensee. 6. INGRESS AND EGRESS. Licensee understands that Licensor, City and other licensees and parties permitted by Licensor, if any, shall be permitted to pass through the Parking Facility. Licensee is obligated to provide for a navigable path to be used by others through the Parking Facility. 7. END OF TERM OF LICENSE. Upon the expiration or earlier termination of the Term of the License, Licensee shall vacate the Licensed Area in good order and condition, ordinary wear and tear excepted, and Licensee shall remove all of its property therefrom. Licensee acknowledges that occupation and use of the Licensed Area must cease upon the expiration or earlier termination of this License. The provisions of this Section shall survive the expiration or earlier termination of the Term of this License. If Licensee fails to fulfill its obligations under this Section, Licensor shall have the right, in its sole discretion and without prejudice to any other remedy it may have under this Agreement or at law, or so much thereof as necessary, to satisfy Licensee’s obligations under this Section at Licensee’s sole cost and expense. 8. HAZARDOUS MATERIALS. (a) Licensee also agrees that it shall not generate, use, treat, store, handle, release or dispose (or permit others to do the same) any Hazardous Materials (as hereinafter defined) about, into, on, in or under the Licensed Area, the Parking Facility or transport Hazardous Materials to or from the Licensed Area, the Parking Facility; excluding, however, such Hazardous Materials customarily used in connection with the Services so long as such Hazardous Materials are treated, handled, stored, used and disposed of in compliance with all applicable Environmental Laws (as hereinafter defined). Licensee’s use of the Licensed Area and provision of the Services will be in compliance with all applicable Environmental Laws during the Term of this Agreement. Exhibit E - 4 4828-7963-6937, v. 1 (b) If any Hazardous Materials leak, spill or are otherwise released about, into, on, in or under the Licensed Area, the Parking Facility or the Parking Facility by (or due to a failure to act by) Licensee or its employees, agents, contractors, subcontractors, customers or invitees, Licensee shall immediately commence clean-up of such Hazardous Materials, which clean-up shall comply with all applicable Environmental Laws. Licensee shall be solely responsible for all costs and expenses in connection with such clean-up. LICENSEE SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE INDEMNIFIED PARTIES (AS HEREINAFTER DEFINED) FROM AND AGAINST ALL CLAIMS (AS HEREINAFTER DEFINED) (INCLUDING REMOVAL AND REMEDIAL OBLIGATIONS) ARISING IN FAVOR OF ANY PERSONS (INCLUDING ANY INDEMNIFIED PARTY) WHICH, IN WHOLE OR IN PART, ARISES OUT OF OR RESULTS FROM OR IS IN ANY WAY RELATED TO (I) THE ACTUAL OR ALLEGED PRESENCE, LEAK, SPILL OR OTHER RELEASE OF HAZARDOUS MATERIALS ABOUT, INTO, ON, IN OR UNDER THE LICENSED AREA, THE PARKING FACILITY BY (OR DUE TO A FAILURE TO ACT BY) LICENSEE OR ITS EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, CUSTOMERS OR INVITEES OR (II) ANY ENVIRONMENTAL CLAIM (AS HEREINAFTER DEFINED) RELATING IN ANY WAY TO LICENSEE’S OPERATIONS OR USE OF THE LICENSED AREA. THESE OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS SHALL BE VALID AND BINDING REGARDLESS OF ANY CLAIMS, ALLEGATIONS OR FINDINGS OF NEGLIGENCE AGAINST ANY INDEMNIFIED PARTY, BUT SHALL NOT APPLY IF THE CLAIM RESULTS SOLELY FROM THE NEGLIGENCE OF AN INDEMNIFIED PARTY. The provisions of this Section 8(b) shall survive the expiration or earlier termination of this Agreement. (c) The term “Hazardous Materials” means: (i) petroleum or petroleum products, natural or synthetic gas, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and radon gas; (ii) any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (iii) any other substance exposure which is regulated by any governmental authority. The term “Environmental Law” means any federal, state or local statute, law, rule, regulation, ordinance, code, policy or rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, health, safety or Hazardous Materials, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.; the Clean Water Act, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq.; the Clean Air Act, 42 U.S.C. §§ 7401 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f et seq.; the Atomic Energy Act, 42 U.S.C. §§ 2011 et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. §§ 651 et seq. The term “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non- compliance or violation, investigations, proceedings, consent orders or consent agreements relating in any way to any Environmental Law or any environmental permit, including without limitation (a) any and all Environmental Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and (b) any and all Environmental Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, safety or the environment. Exhibit E - 5 4828-7963-6937, v. 1 9. AS-IS CONDITION. Licensee acknowledges that it has inspected the Licensed Area and accepts the Licensed Area as suitable for the purposes for which the same is licensed, in “AS IS” condition, without any representations or warranties (express or implied) of any kind whatsoever. Licensee’s occupation or use of any portion of the Licensed Area shall be conclusive evidence that the Licensed Area was in good order and satisfactory condition when Licensee was granted access. Licensee agrees that use of the Parking Facility will be at the sole risk of Licensee, its employees, agents, customers, invitees, contractors and subcontractors. Neither Licensor nor Licensor’s agents or employees shall be responsible for the security or safety of any persons entering or using the Parking Facility. Neither the City nor the City’s agents or employees shall be responsible for the security or safety of any persons entering or using the Parking Facility. 10. MAINTENANCE OF THE LICENSED AREA. Licensor shall keep and maintain the Licensed Area in good order, condition and repair unless damage arises out of the Services, in which case cost of repair will be at Licensee’s expense. If Licensee does not keep the Licensed Area free of garbage, trash, rubbish or other refuse, Licensor may cause the disposal of same at the sole cost and expense of Licensee and Licensee shall reimburse Licensor for such costs within thirty (30) days following receipt of an invoice therefor from Licensor plus interest from the date paid by Licensor through the date paid by Licensee, at the rate which is the lesser of (i) twelve percent (12%) per annum and (ii) the highest rate permitted by applicable local, state or federal laws, rules or regulations (“Laws”). 11. STRIPING AND RESTORATION. On or prior to the Commencement Date, Licensor shall, at Licensee’s expense, stripe the parking spaces in the Licensed Area as “Reserved” for Licensee consistent with the existing design standards for the Parking Facility. On or prior to the expiration or earlier termination of this Agreement, Licensor shall, at Licensee’s expense, restore the Licensed Area to as good a condition as immediately prior to the Commencement Date, reasonable wear and tear excepted, which restoration shall include the removal of Licensee’s reserved parking striping. Licensee shall reimburse Licensor for restoration of the Licensed Area and the repair of any damage to the Parking Facility caused by Licensee or its employees, agents, contractors, subcontractors, customers or invitees. Licensee shall reimburse Licensor for all costs described herein within thirty (30) days following receipt of an invoice therefor from Licensor plus interest from the date paid by Licensor through the date paid by Licensee, at the rate which is the lesser of (i) twelve percent (12%) per annum, or (ii) the highest rate permitted by applicable Laws. 12. IMPROVEMENTS. Except as otherwise stated herein, Licensee shall not make any alterations or improvements, nor install any fixtures or signs (“Improvements”) in, upon, or to the Licensed Area or the Park and Ride Lot without the prior written consent of Licensor, which consent may be withheld in Licensor’s sole discretion. If Licensee desires to install any Improvements within the Licensed Area, Licensee must submit a written request therefor to Licensor along with detailed plans with respect to such proposed Improvements. Any Improvements made by Licensee shall, at Licensor’s option, become the property of Licensor upon the expiration or earlier termination of this Agreement. Licensee shall execute such documents as Licensor may require to confirm that title to the Improvements vests in Licensor. Licensee shall, however, at Licensor’s request, remove such Improvements at Licensee’s sole cost and expense on or prior to the expiration or earlier termination of this Agreement. Exhibit E - 6 4828-7963-6937, v. 1 13. CITY AS THIRD PARTY BENEFICIARY. The City is an express third party beneficiary of this Agreement (“Third Party Beneficiary”) and shall be entitled to enforce the provisions of this Agreement as if it were a party hereto. 14. LIENS. Licensee agrees to keep the Licensed Area free of all liens, claims or encumbrances arising out of the performance of the Services or Licensee’s use of the Licensed Area, and shall furnish Licensor with appropriate lien waivers from all potential claimants upon request of Licensor. If any such liens, claims or encumbrances are filed, Licensor may without waiving its rights based on such breach by Licensee or releasing Licensee from any obligations hereunder, pay or satisfy the same and in such event the sums so paid by Licensor shall be due and payable by Licensee immediately and without notice or demand, with interest from the date paid by Licensor through the date paid by Licensee, at the rate which is the lesser of (i) twelve percent (12%) per annum and (ii) the highest rate permitted by applicable Law. Licensee shall indemnify, defend and hold Licensor harmless for all Claims (as hereinafter defined) incurred by Licensor as a result of the failure of Licensee to fulfill its obligations under this Section. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 15. COMPLIANCE. Licensee acknowledges that Licensor operates and maintains the Parking Facility in a first class manner, and Licensee agrees that its use of the Licensed Area and provision of the Services shall be consistent the nature of a first-class parking facility. Licensee shall not do or permit to be done on or about the Park and Ride Lot, nor bring or keep or permit to be brought or kept therein, anything which is prohibited by or will in any way conflict with any applicable Laws which now exist or may hereafter be enacted or promulgated, or which is prohibited by the standard form of fire insurance policy or will in any way increase the existing rate of or affect any fire or other insurance upon the Park and Ride Lot or any part thereof or any of its contents, or cause a cancellation of any insurance policy covering the Park and Ride Lot or any part thereof or any of its contents. Licensee shall at all times abide by the Park and Ride Lot Rules and Regulations, as they may be modified from time to time, which current rules and regulations are attached hereto as Exhibit B. Licensee shall not do or permit anything to be done or kept upon the Licensed Area that does or could obstruct or interfere with the rights of Licensor or other Licensees or the patrons and customers of any of them, or injure them, or use or allow the Licensed Area to be used for any improper, unlawful or objectionable purpose, nor shall Licensee cause, maintain or permit any nuisance in, on or about the Licensed Area or commit or suffer to be committed any waste in or upon the Licensed Area. 16. INSURANCE. (a) Licensee shall, at its sole cost and expense, procure and maintain in full force and effect throughout the Term of this Agreement insurance in the following forms and types and in amounts not less than the following: Type of Insurance Minimum Coverage Commercial General Liability $1,000,000 Garage Keeper’s Liability $1,000,000 Commercial Automobile Liability $1,000,000 Employers Liability $500,000 Workers’ Compensation In kind and amount as required by applicable Law Exhibit E - 7 4828-7963-6937, v. 1 (b) The Commercial General Liability insurance required to be maintained by Licensee shall have a combined single limit of not less than that indicated above, per occurrence, applying to bodily injury and property damage, with a Broad Form Liability Endorsement on an occurrence basis and including coverage for the hazards of operation, independent contractors, products and completed operations (for two (2) years after the expiration or earlier termination of this Agreement) and contractual liability specifically covering the indemnification provisions in this Agreement. Such Commercial General Liability insurance shall include an endorsement providing that the insurance afforded under Licensee’s policy is primary insurance as respects Licensor and the City, and that any other insurance maintained by Licensor is excess and non- contributing with the insurance required hereunder. (c) Commercial Automobile Liability insurance required to be maintained by Licensee shall cover all owned, hired and non-owned automobiles with a combined single limit of not less than that indicated above, per occurrence, for bodily injury and property damage. (d) All insurance policies required to be maintained by Licensee hereunder shall be written with solvent insurance companies authorized to do business in the state in which the Parking Facility is located with an A.M. Best Rating of A- VIII or better. Licensee shall deliver to Licensor, prior to the Commencement Date, original certificates evidencing the existence and amounts of such insurance. Each policy shall contain an endorsement requiring the insurer to provide Licensor with thirty (30) days written notice prior to cancellation of the policy. Licensee shall not do or permit to be done anything which shall invalidate the insurance policies required under this Agreement. The limits of such insurance shall not limit Licensee’s liability nor relieve Licensee of any obligation hereunder. All such insurance policies (except workers’ compensation and employers liability) shall name Licensor, ________ (“Manager”), and the City as additional insureds. Such insurance policies required to be maintained by Licensee shall contain a waiver of subrogation in favor of Licensor, Licensor’s indemnitees and designees, and the City. (e) Licensee shall secure, pay for, and maintain, or cause its contractors and subcontractors to secure, pay for, and maintain insurance policies required by Licensor, together with such insurance as may from time to time be required by applicable Laws. Licensee shall not commence, nor may it permit its contractors and subcontractors to commence any work, until all required insurance has been obtained, and if Licensor requests, until certificates of insurance reflecting the required coverages have been delivered to Licensor. (f) Licensee agrees to deliver a certificate of insurance (and any other documents and information reasonably requested by the Licensor or Manager) to Licensor or Manager, respectively, in order to provide to Licensor and Manager evidence of the insurance required of Licensee under this Agreement. In addition to other terms and conditions contained herein, Licensee shall not commence any use at the Parking Facility nor perform any of the Services until such time as Licensee has provided a certificate of insurance that is in compliance with the requirements of this Agreement. (g) LICENSEE ON BEHALF OF ITSELF AND ITS INSURERS, WAIVES ITS RIGHTS OF RECOVERY AGAINST LICENSOR OR ANY PERSON WHO HOLDS A DIRECT OR INDIRECT OWNERSHIP INTEREST IN LICENSOR AND THEIR RESPECTIVE OFFICERS, DIRECTORS AND EMPLOYEES, FOR DAMAGES SUSTAINED BY LICENSEE AS A RESULT OF ANY DAMAGE TO ITS Exhibit E - 8 4828-7963-6937, v. 1 PROPERTY OR DAMAGE TO PROPERTY OF OTHERS OR BODILY INJURY OR DEATH ARISING FROM ANY RISK OR PERIL INCLUDING THE NEGLIGENCE OF LICENSOR TO THE EXTENT COVERED OR COVERABLE BY ANY INSURANCE POLICY ACTUALLY CARRIED BY LICENSEE OR REQUIRED TO BE CARRIED BY LICENSEE PURSUANT TO THE TERMS OF THIS AGREEMENT, AND LICENSEE AGREES THAT NO PARTY SHALL HAVE ANY SUCH RIGHT OF RECOVERY BY WAY OF SUBROGATION OR ASSIGNMENT. 17. INDEMNIFICATION. LICENSEE SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNIFIED PARTIES (AS HEREINAFTER DEFINED) FROM AND AGAINST ALL CAUSES OF ACTION, CLAIMS, INCLUDING, BUT NOT LIMITED TO CAUSES OF ACTION AND CLAIMS FOR NEGLIGENCE, STRICT LIABILITY AND GROSS NEGLIGENCE, DAMAGES, LIENS, DEMANDS, COSTS, EXPENSES, AND LIABILITIES, INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS, (COLLECTIVELY, “CLAIMS” AND INDIVIDUALLY, A “CLAIM”), ARISING IN FAVOR OF ANY PERSONS (INCLUDING ANY INDEMNIFIED PARTY) WHICH, IN WHOLE OR IN PART, ARISES OUT OF OR RESULTS FROM OR IS IN ANY WAY RELATED TO (I) ANY ACT OR OMISSION OF LICENSEE OR LICENSEE’S EMPLOYEES, AGENTS, LICENSEES, CONTRACTORS, SUBCONTRACTORS, CUSTOMERS OR INVITEES IN OR ABOUT THE LICENSED AREA, THE PARKING FACILITY OR THE PARKING FACILITY, (II) LICENSEE’S USE OF THE LICENSED AREA OR LICENSEE’S PERFORMANCE OF THE SERVICES, (III) ANY FAILURE BY LICENSEE OR ITS EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS TO COMPLY WITH THE TERMS AND OBLIGATIONS OF THIS AGREEMENT, (IV) LICENSEE’S PERFORMANCE OF THE SERVICES, OR (V) ANY VIOLATION OF THE APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO THE ANTI-CORRUPTION LAWS, BY LICENSEE OR CONTRACTORS, EMPLOYEES, AGENTS, LICENSEES OR SUBCONTRACTORS. THESE OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS SHALL BE VALID AND BINDING REGARDLESS OF ANY CLAIMS, ALLEGATIONS OR FINDINGS OF NEGLIGENCE AGAINST ANY INDEMNIFIED PARTY, BUT SHALL NOT APPLY IF THE CLAIM RESULTS SOLELY FROM THE NEGLIGENCE OF AN INDEMNIFIED PARTY. LICENSEE SHALL KEEP THE PARKING FACILITY FREE OF ALL LIENS REPRESENTING CLAIMS WHICH PURPORT TO BE BASED ON ANY SERVICES OR MATERIALS ALLEGEDLY PROVIDED AT THE REQUEST OR ON THE AUTHORITY OF THE LICENSEE OR ANY OF ITS EMPLOYEES, AGENTS, CONTRACTORS OR SUBCONTRACTORS. THE TERM “INDEMNIFIED PARTIES” MEANS (A) THE CITY AND ITS OFFICERS, EMPLOYEES, CONTRACTORS, AND AGENTS; AND (B) LICENSOR, ITS CONSTITUENT PARTNERS, SHAREHOLDERS AND/OR OTHER DIRECT OR INDIRECT EQUITY OWNERS OF LICENSOR, AND ALL OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES OF ANY OF THE FOREGOING. ANY ONE OF THE FOREGOING IS AN “INDEMNIFIED PARTY”. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 18. DEFAULT. If either Party shall default in the performance of any of its obligations, the non- defaulting Party or the City may send a written notice reasonably describing the default to the defaulting party. If the defaulting Party does not cure the default within (i) five (5) days following receipt of notice of a monetary default or (ii) thirty (30) days following receipt of notice of a non-monetary default, the non- defaulting Party or City may (a) terminate this Agreement effective upon the defaulting ’Party’s receipt of written notice thereof from the non-defaulting Party or City and/or (b) pursue all other remedies that may be available at law or in equity. The remedies of the non-defaulting Party and City are cumulative, and no one Exhibit E - 9 4828-7963-6937, v. 1 of them shall be construed as exclusive of any other, or of any right or remedy allowed or provided by Law and not expressly waived in this Agreement. 19. NO WAIVER. Licensor’s failure to enforce, or delay in the enforcement of, any provision hereof or any right hereunder shall not be construed as a waiver of such provision or right. Licensee’s exercise of any right hereunder shall not preclude or prejudice the exercise thereafter of the same or any other right. 20. ASSIGNMENT. No assignment or sublicensing of the Licensed Area, this Agreement or any part thereof, shall be made by Licensee without Licensor’s prior written consent, which consent shall not be unreasonably withheld, and the consent of the City (as defined below). 21. RIGHT OF ENTRY. Licensor and its authorized agents and representatives and the City and its authorized agents and representatives may enter the Licensed Area at any time for any reasonable purpose, including, but not limited to, the right to inspect the Licensed Area to confirm compliance with the terms of this Agreement, the Easement, or any other reasonable purpose, to exhibit the Licensed Area to prospective purchasers, lenders or tenants, to post notices of non-responsibility, or to alter, improve, restore, rebuild or repair the Licensed Area or any other portion of the Parking Facility. 22. LIMITATION OF LIABILITY. (a) It is expressly understood and agreed that notwithstanding anything in this Agreement to the contrary, and notwithstanding any applicable Law to the contrary, neither Licensor nor any of its partners, shareholders or other direct or indirect equity owners of Licensor shall have any personal liability under this Agreement. (b) IN NO EVENT SHALL LICENSOR OR CITY BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING LOST REVENUES AND PROFITS AND DAMAGES, AND LICENSEE HEREBY WAIVES ALL SUCH DAMAGES. 23. FORCE MAJEURE. Whenever a period of time is herein prescribed for the taking of any action by Licensor or Licensee, neither Licensor nor Licensee shall be held responsible for, and there shall be excluded from the computation of such period of time, any delay caused by fire, explosion, theft, lightning, wind storm, earthquake, floods, storms, riots, civil commotion, malicious mischief, acts of God, natural or local emergency, including public health emergencies, pandemics, epidemics or other outbreaks of virus or disease, governmental actions, orders or declarations (but only to the extent not caused by the Party claiming force majeure or its employees, agents, contractors or subcontractors), or by any other cause beyond the reasonable control of the party claiming force majeure, whether or not the same is herein specified. Strikes or lockouts will not delay or excuse performance required by this Agreement or otherwise effect the terms and conditions of this Agreement. In no event shall insufficient funds constitute an event of force majeure or otherwise excuse or delay performance required hereunder. Exhibit E - 10 4828-7963-6937, v. 1 24. NOTICES. (a) Any and all notices and demands by or from Licensor to Licensee, or by or from Licensee to Licensor, required or desired to be given hereunder shall be in writing and shall be validly given or made if (i) served personally, (ii) deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, or (iii) deposited with a recognized overnight courier. If such notice or demand is served by registered or certified mail in the manner provided, service shall be conclusively deemed given two (2) business days after mailing or upon receipt, whichever is sooner. If such notice or demand is deposited with a recognized overnight courier, service shall be conclusively deemed given one (1) business day after such deposit. If to Licensor: Dublin Corporate Center Owners Association 4160 Dublin Boulevard, Suite 140 Dublin, CA 94568 Attn: Email: With a copy to: Attn: Email: If to Licensee: Attn: Email: With a copy to: Attn: Email: As Third Party Beneficiary, a copy of all notices must be sent to the City: City of Dublin 100 Civic Plaza Dublin, CA 94568 Attn: City Manager’s Office Email: John.Stefanski@Dublin.ca.gov (b) Any Party or Third Party Beneficiary hereto may change its address for the purpose of receiving notices or demands as herein provided by a written notice given in the manner aforesaid to the other parties hereto. Exhibit E - 11 4828-7963-6937, v. 1 25. ATTORNEYS’ FEES. Should either Party or the Third Party Beneficiary employ an attorney to enforce any of the provisions hereof, or to protect its interest in any matter arising under this Agreement, or to recover damages for the breach thereof, the non-prevailing party (such non-prevailing party being defined as that party receiving the lowest net damages in any single proceeding) in any final judgment agrees to pay to the prevailing party all reasonable costs, charges and expenses, including attorneys’ fees, expended or incurred in connection therewith by the prevailing party. 26. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be deemed or construed by the Parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Licensor and Licensee other than the relationship of licensor and licensee. 27. GOVERNING LAW AND VENUE. This Agreement shall be governed by, performed under and construed in accordance with the laws of the state of California, without giving effect to the conflict of law principles thereof. The venue shall be the County of Alameda. 28. COUNTERPARTS; ELECTRONIC TRANSMISSION. This Agreement may be signed in multiple counterparts each of which shall be deemed an original. A signed copy of this Agreement transmitted by facsimile, email, DocuSign or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes. 29. EXHIBITS. The Exhibits attached hereto contain additional provisions of this Agreement and are incorporated herein by reference. 30. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding and agreement between the Parties hereto and supersedes all previous communications, negotiations and agreements, whether oral or written, with respect to the subject matter hereof. No amendment to or modification of this Agreement shall be binding on either Party unless reduced to writing and duly executed by or on behalf of the Party hereto. 31. AUTHORITY. Each Party represents to the other Party that the person signing this Agreement on behalf of such Party has full authority to enter into this Agreement on behalf of that Party. 32. SEVERABILITY. In case any one or more provisions set forth in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been incorporated therein. 33. BINDING EFFECT. The Parties intend that the terms, conditions, and provisions of this Agreement shall be legally binding upon and inure to the benefit of and be enforceable by each of the Party hereto and their respective successors and permitted assigns. 34. CONFIDENTIALITY. Except as otherwise provided herein, Licensee shall hold in confidence and not disclose to others, business or technical information disclosed to Licensee by Licensor or acquired by Licensee during the Term. The obligations of confidentiality do not apply to information that Exhibit E - 12 4828-7963-6937, v. 1 (i) is or becomes part of the public domain through no fault of Licensee, or (ii) is required to be publicly disclosed under Law. 35. NO DISCRIMINATION. Licensee shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. 36. OFFICE OF FOREIGN ASSETS CONTROL (OFAC). (a) Pursuant to United States Presidential Executive Order 13224 signed on September 24, 2001, and entitled “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism” (“Executive Order”), U.S. companies are required to ensure that they do not transact business with persons or entities determined to have committed, or to pose a risk of committing or supporting, terrorist acts and those identified on the list of Specially Designated Nationals and Blocked Persons (“List”), generated by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury. The names or aliases of these persons or entities (“Blocked Person”) are updated from time to time. If it is determined that Licensee is a Blocked Person, this Agreement shall be terminated. The provisions of this paragraph will survive termination of this Agreement. (b) Licensee represents that, (i) neither Licensee nor any person or entity that directly owns 10% or greater equity interest in it nor any of its officers, directors, or managing members is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named on the List) or under the Executive Order, or other governmental action, and (ii) that throughout the Term of this Agreement, Licensee shall comply with the Executive Order. 37. ANTI-CORRUPTION. (a) Licensee hereby represents, warrants and covenants that: (i) Licensee and its affiliates and each of their respective officers, directors, employees, and agents (collectively, the “Licensee Representatives”), are now in compliance with the Anti-Corruption Laws (defined below). No action, suit or proceeding by or before any court, or government agency, authority or body, or any arbitrator or nongovernmental authority involving any Licensee Representative with respect to applicable Anti-Corruption Laws is pending, or to Licensee’s knowledge, threatened. (ii) No government is investigating or has in the past five (5) years conducted, initiated or threatened any investigation of Licensee or any of its owners, affiliates, partners, officers, directors or employees for alleged violation of Anti-Corruption Laws. Exhibit E - 13 4828-7963-6937, v. 1 (iii) Licensee shall comply with all applicable Anti-Corruption Laws in connection with the performance of all duties and obligations relating to this Agreement. (iv) Without limiting the foregoing, Licensee shall not cause or knowingly permit Licensor, Licensor’s property manager or any Licensee Representative to, either directly or indirectly, pay, offer, promise or authorize a Prohibited Payment (defined below). (v) In carrying out its responsibilities under this Agreement, Licensee will not provide any meals, gifts, gratuities, entertainment, or travel to any Government Official (defined below) without the prior written consent of Licensor. (vi) Licensee shall immediately notify in writing Licensor and Licensor’s property manager if Licensee becomes aware of facts or information which suggest a breach of the foregoing anti-corruption covenants or the Anti-Corruption Laws. (b) The breach by Licensee of any of its representations, warranties and/or covenants contained in this Section 37 shall constitute a material breach of this Agreement in addition to a default under Section 18. (c) In the event Licensor or Licensor’s property manager has reason to believe that a breach of any of the representations, warranties or covenants in this Section 37 has occurred or will occur, Licensor may withhold further payments until such time as it is satisfied that no breach has occurred or will occur. Licensor shall not be liable to Licensee for any claim, losses or damages whatsoever related to its decision to withhold payments under this provision. (d) The provisions of this Section 37 and any warranties, representations or covenants made thereunder shall survive any expiration or earlier termination of this Agreement. (e) As used in this Agreement: (i) “Anti-Corruption Laws” shall mean all laws, rules, and regulations of any jurisdiction applicable to the relevant party concerning or related to bribery or corruption, including laws governing the bribery or corruption of domestic U.S. federal, state, or local Government Officials, non-U.S. Government Officials, and commercial bribery. (ii) “Government Official” shall mean any (i) official or employee of a U.S. or non-U.S. government body, department, agency, instrumentality, or government-controlled entity, or a public international organization; (ii) political party or official thereof, or candidate for political office; or (iii) person acting in an official capacity for or on behalf of any of the foregoing. (iii) “Prohibited Payment” shall mean any direct or indirect payment, offer, promise or authorization of money or anything of value, to a Government Official or to any other person (i) for the purpose of influencing any act by or decision of such Government Official or such person in order to obtain or retain business or to direct business to any person, or securing any improper advantage, or (ii) when such offer, payment, Exhibit E - 14 4828-7963-6937, v. 1 promise or authorization would be unlawful under applicable laws, including commercial bribery laws. [Signatures on following page] Exhibit E - 15 4828-7963-6937, v. 1 IN WITNESS WHEREOF, the Party hereto have caused this Agreement to be executed effective as of the date set forth on the first page of this Agreement. 1 LICENSOR: , a By: Name: Title: LICENSEE: , a By: Name: Title: Exhibit E - 16 4828-7963-6937, v. 1 Exhibit A THE LICENSED AREA Exhibit E - 17 4828-7963-6937, v. 1 Exhibit B PARK AND RIDE RULES AND REGULATIONS Licensee, Licensee’s users and vendors shall faithfully observe and comply with the following Rules and Regulations. Licensor nor Licensor’s agents or employees shall not be responsible to Licensee for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the acts or omissions of any other licensee or occupants of the Park and Ride. 1. Use of the Parking Facility is at the L icensee or Licensee’s user’s own risk. Licensor/Manager will not be responsible or liable for any loss or damage to any vehicle or personal property left in the vehicle from fire, theft, collision or any other form of damage or loss occurring while the vehicle is at the Parking Facility. 2. Licensee users and vendors may enter and exit the Parking Facility using the designated Access Roads outlined in Exhibit A or as may be designated by Licensor/Manager. 3. Licensee and Licensee’s users are to use designated parking spaces only. Vehicles parked outside of those designated parking spaces are subject to tow, fine, loss of privilege or other punitive measures. 4. All vehicles are to be properly parked within the lines indicating a single parking stall. Vehicles parked improperly or in grossly negligent manner are subject to tow, fine, loss of privilege or other punitive measures. 5. Extended storage of vehicles and/or sleeping in vehicles is not permitted. Vehicles left in the Parking Facility for longer than one week shall be considered abandoned and shall be subject to towing from the parking lot at vehicle owner’s expense. 6. Parking Facility may not be used for automobile repairs, windshield replacements, car washing, barbeques, or parties. 7. Licensee, Licensee’s users and vendors agrees to follow the instructions of Manager’s personnel and/or posted signage. 8. Licensor/Manager reserves the right to exclude or expel from the Parking Facility any person who, in the judgement of the Licensor/Manager, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and Regulations. Licensor/Manager reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Licensor/Manager’s judgment may from time to time be necessary for the management, safety, care and cleanliness of the Parking Facility and for the preservation of good order therein, as well as for the convenience of other licensees therein. Licensee shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its use of the Parking Facility. Exhibit E - 18 4828-7963-6937, v. 1 Licensor/Manager may waive any one or more of these Rules and Regulations for the benefit of any particular licenses, but no such waiver by Licensor/Manager shall be construed as a waiver of such Rules and Regulations in favor of any other licensee, nor prevent the Licensor/Manager from thereafter enforcing any such Rules or Regulations against any or all Licensees of the Park and Ride. Licensor/Manager shall not be responsible to Licensee or to any other person or entity for the non- observance or violation of these Rules and Regulations by any other licensee or other person or entity. Exhibit F – 1 4828-7963-6937, v. 1 EXHIBIT F APPROVAL OF REVISED STANDARD PARKING SPACE LICENSE AGREEMENT LICENSEE: _______________________________ Pursuant to Section 8.2 of the Declaration of Covenants, Conditions and Restrictions (Park & Ride – Lot 8 of Koll Dublin Corporate Center) between DUBLIN CORPORATE CENTER OWNERS ASSOCIATION, formerly known as Koll Dublin Corporate Center Owners Association (the “Association”), and the CITY OF DUBLIN (the “City”), the City hereby approves the attached Revised Standard Parking Space License Agreement for the use by the Association and the above-named Licensee for the purposes of the private commuter bus parking program. The Association acknowledges this approval applies only to the above-named Licensee and does not affect the required use of the Standard Parking Space License Agreement for any other Licensee. This approval shall expire upon the expiration or termination of the attached Revised Standard Parking Space License Agreement. Any modification or amendment thereto, including the term thereof or fees charged therein, shall require approval by the City. CITY OF DUBLIN, a municipal corporation of the State of California By:______________________________ __ Name:____________________________ __ Title:_____________________________ __ Date: ______________________________ DUBLIN CORPORATE CENTER OWNERS ASSOCIATION, a nonprofit mutual benefit corporation, incorporated under the laws of the State of California By:_________________________________ Name:_______________________________ Title:________________________________ Date:____________________________________ ___ Hx. Renording iiequeSt BV Fidsity National Title Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Allen Matkins Leek Gamble & Mallory LLP 333 Bush Street, 17t" Floor San Francisco, California 941042806 Attention: Nancy Lundeen, Esq. '700145113 11/20/2001 H.30 AM OFFICIAL RECORDS OF RECORDING SSE: 67,00 ALAMEDA COUNTY PATRICK G'CONNELL IIIDIi,9!lllli�!dPIRnaIIAIII�IIN''I (Space Above For Recorder's Use) DE CL.A.RA")C'ICaN OF COVESA SITS, CONDITIONS AND RESTPUCTIONS (PARK & RIDE -- LOT S OF KOLL DUBLIN CORPORATE CENTER) This Declaration of Covenants, Conditions and Restrictions (this "Declaration") is made as of �� c 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 t1le, facts set forth. below. RBC1.TALS: 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 Comma on 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 "GriginalC&>E") The Original. CCB:Rs were recorded on August 30, 1999, as Instrument No. 9933.1259 iaa�ti-ae Official Records of Alameda County, State of California for the purpose of establishing certain covenants, conditions and restrictions for Doll Dublin Corporate Center (the "Project"). Concurrently herewith, the Ori.ainal CC&Rs are being amended. and restated in their entiret�i by that certain Amended and Restated Declaration. of Covenants„ Co editions 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 mabe further arnmded from time tc) time, are referred to herein as the "Matter CC&Rg"). B. Initially capitalized terins in this Declaration which appear as .defined terms in the Master. CC&Rs shall have the meaning given.'to such terms in t1-1e Master CC&Rs, except as herein provided.. C. Concurrently herewith, Koll Dublin Corporate Center, L.P., a Delawa-j'e limited partnership (" Deveioper'%. is conveying to the City by Grant Deed fee simple title to ti-iat c ertain real property located in the City of Dublin., County of Alameda, consisting of Lot 8.of Tract Map No. 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 pursLiant to the 539356.01!/SF resoe�a-n nano -z s-o, n,,i"�, (Series No. 99-323442) (the "Park and Ride Lot"). In connection with said conveyance, and pursuant to the 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 O eration 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 (except as otherwise specified on Exhibit A-4 attached hereto) 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-1 attached hereto (except as otherwise specified on Exhibit A-1 attached hereto); 539356.07/sr K5064-002/8-7-01/nUn1 -2- (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 (except as otherwise specified on Exhibit A-2 attached hereto) 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; (d) the maintenance and repair of the irrigation equipment 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 (except as otherwise specified on Exhibit A-2 attached hereto) as may be necessary or appropriate from time to time, including the removal of any trash, debris and graffiti therefrom; (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 (except as otherwise specified on Exhibit A-3 attached hereto); (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 (except as otherwise specified on Exhibit A-4 attached hereto); (g) arranging for electricity for the street lights to light the Park and Ride Lot (except as otherwise specified on Exhibit A-1 attached hereto) from dusk to daylight; (h) arranging for electricity for the irrigation system located on the Park and Ride Lot (except as otherwise specified on Exhibit A-2 attached hereto); and (i) arranging for water for the landscaping to be provided to the Park and Ride Lot (except as otherwise specified on Exhibit A-2 attached hereto). 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, malicious mischief, windstorm, water damage, and such other risks as shall custormarily be 539356*071SF 1:.5064-0=8-7-0) MUn) -� - 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 Res onsibili 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 l 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 -4- 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 ent 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 Pro osed Bud et. 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 Irdtia.l 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 l.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 detennined by the Association, but not to exceed ten percent (10%) of the annual J budget, except as otherwise may be required by applicable law. 3.3 Pa rnent 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 invoioe 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 539356.08/SF KSD64-002/9-13-01lnUnl -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. Em to ent of V dors. 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 A above. 4.2 : '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 TC5064-002/943.01 /ni/nl -6- 5.2 No Waiver. The failure Declaration or to seek redress for any breach deemed a waiver or the right, to do so thereafter. of either Party to enforce any provision of this of the provisions hereof shall, in no event be 5.3 Defaults of the City. In the event any sum of money payable by the City to the Association. 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, 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 rnoney payable by the City to the Association 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 Enioyment; 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. i 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 Ex eases 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 from 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 hlhil -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 which may be levied, assessed, or charged by any public authority against the Parr 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 giuestions 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. Vlenever 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 action shall b�-- 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. 539356.08/5F KS064-002/9- I3.0) hWTO "�" 1 Q. S 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: To the City: with a copy to: Transwestern Commercial Services 4140 Dublin Boulevard, Suite 120 Dublin, CA 94568 Attn: Ms. Jennifer Koidal City Manager City of Dublin P.O. Box 2340 100 Civic Plaza Dublin, CA 94568 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 EstQpj2el 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, if applicable, and specifying any known defaults, or confirming that no 539356.OSISF 1<5064-002/9-13.01 /n Ih31 - 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 Parry.. 1. 10.13 Mediation of Disputes. (a) Negptiation. 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 farm 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 (S) 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.p8lSF K5064-002/9.13.01/nilnl _ 1 O- IN WITNESS WHEREOF, the parties have executed this Declaration as of the date first written above. "ASSOCIATION" KOLL DUBLIN CORPORATE CENTER OWNERS ASSOCIATION, a California non-profit mutual benefit co oration By: Name:.1494 , Title: 5tkt&Q. Vitt 51_V-"T , .Tnt By: Title: "CITY" CITY,,OF DUBLIN, a m cipal corporation By: ATTEST:. 539356.06/SP K5064-002/9-13-01/nl/nl "� 1' STATE OF } COUNT' OF C,(AAa Notary Public c� d .V, before me, On eared PA t Person in, and for said state, person ly aPP evidence) to be the ed personally known to me (or proved to me on the basis of satisfactory the within. instrument and acknowledged to mntthehinstrument, sthe whose name is subscribed to hisAler signature o the same in his/her authorized capacity, and that by. acted, executed the instrument. person, or the entity upon behalf of which the person WITNESS my hand and official seal. Natar Publicn grid for said State Y (SEAL) JEFFRR LOGAN Comm. 1232721 � NOiA" PIlBUC • CAt MIA OMM WAY t) I w�a µY coawa.E*d�,...s�+ 5-19356.08/Sr KSOh4.002/9.13�p 1 Mlin I CALIFORNiA ALL-PURPOSE ACKNOWLEDGMENT State of Caiiforni �y � County of On 10.N 1 01 , before data personally appeared U A J «.ilk AV— r/. itel (e.g., ❑ personally known to me JK proved to me on the basis of satisfactory evidence to be the person;sr whose nameX is4ore subscribed to the within instrument and acknowledged to me that)ag/she/tWy executed the same in /her/,ir authorized capacity(, and that by errs/herltr signaturepo on the instrument the persoryW, or the entity upon behalf of'which the person,( acted, executed the instrument. WITNESS nd icial seal. Place Notary Seal Above ture at No ry Public OPTIONAL Though the Information .below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removalandreattachment of this form to another document. Description of Attached D ment /� �� P! �it{� �p MJP Title or Type of Document: Document Date:'Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top of thumb here ❑ Corporate Officer -- Title(s): ❑ Partner — © Limited ❑ General ❑ Attorney in Fact ❑' Trustee © Guardian or Conservator ❑ Other: Signer Is Representing: &TY �» 01999 National Notary AssoclatIm - 9350 Ds (into Awl., P.O. Box 2402 -Chatsworth. CA 91313.2402 • www.nationalnotaryorg Prod. No, 5907 Raordor: Call Tall -Free 1-800.87"827 IKI 0 crvold V,2yrvswlj-. 'LJ J-14 "ferryu CD x I till I. 4J LU j4I TT TI go 96- Rp K --E 7n, avo-8 vuvrvSSVL gh. I'm �ix it h; Lit IV h K A H . ......... DUBLIN BOULEVARD INTERSTATE-580 F'Zo c1tv. M! bilt i A4.) Paving Plal Easement 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 Cleric 539356.08/SF K5064-002/9-13-01 /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) Citv's Share Percentage of Assessed Area` Percentage of Light Poles" Section 1.1(c) (landscaping and trash, debris .and graffiti Percentage of Assessed Area removal) Section 1.1(d) (repair and replacement of irrigation 100% of costs incurred to repair equipment) 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) Section 1.1(e) (storm drains) Section 1.1(f) (repaving and restripi ng) Section 1.1(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) Percentage of Catch Basins*"-* Percentage of Assessed Area Percentage of Light Poles Percentage of Assessed .urea Percentage of Assessed Area Percentage of Assessed Area "Percentage of Assessed. Area" means a fraction, 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 (ji) the construction of the first building on the Lot has commenced, whichever occurs first. ** "Percentage of Light Poles" means a fraction, the numerator of which is the total number of light poles on the Park and Pride 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 fraction, 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. 539356.08/SF EXHIBIT D-1 METHOD OF MAINTENANCE COST BREAKDOWN TOTAL # Koll % Koll # Dublin % Dublin # Access Roads TOTAL SITE (Lots 4,5,6 & 8) (Lots 4;5,& 6) (Lot 8) ASSESSED AREA (AC) 20.346 '18.638 91.61% 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 `81.60% 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 IMAY'02 JUNE'02 PARKING: MONTHLY 340 340 357 357 357 . 357 Total Cost 8.39 % Dublin 29 29 30 30 30 30 1 3D 30 91.61 % KOII 311 311 327: 327 327 327 327 327 LIGHTING POLES: QUARTERLY 1.000 1000 1575 1575 1575 1575 1575 1575 Total Cost 7% Dublin 0 7D 0 0 110 0 0 110 93 % Koll D 930 0 0 1465 0 D 1465 LANDSCAPING: MONTHLY 3450 3450 3623 3623 3623 3523 3623 3623 Total Cost 8.39 % Dublin 289 289 304 304 _3D4 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 5o 5D 53 53 53 53 53 53 100% Koll STORM DRAINS: MONTHLY 238 238 251 251 251 251 251 251 Total Cost 18.2% Dublin 43 43 46 46 46 46 46 '46 81.8 % Koll - 195 195 205 205 205 205 2D5 205 REPAVING: Total Cost 8.39% Dublin —2003 Budget 91.61 %.Koll ELECTRIC / LIGHTING: MONTHL 1900 1900 1995 1995 1995 1995 1995 1995 Total Cost of Actual 7% Dublin 133 133 14D 14D 140 140 140 140 93% KOII 1767 1767 1855 1 1855 1855 1855 1855 1B55 ELECTRIC / IRRIGATION: Total Cost - Insignificant 0% Dublin 0 0 0 0 0 0 0 D 1.00% Koll WATER: MONTHLY 1675 1675 1760 1760 1760 1760 1760 1760 Total Cost of Actual 8.39% Dublin 141 141 148 14B 148 148 148 148 91.61 % KOII 1534 1534 1534 1534 1534- 1534 1534 1534 ACCESS ROADS: f Total Cost 8.39 % Dublin -'2003 Budget 91.61 % Koll TOTAL DUBLIN : 6B5 755 721 721 831 721 721 721 TOTAL KOLL : 696B 7898 7240 724D 8705 7240 7240 8705 GRAND TOTAL DUBLIN S:5976 GRAND TOTAL KOLL $61.,236 F 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 budgek for Park and Ride.