HomeMy WebLinkAbout6.3 OpusDevAgmt
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CITY CLERK
File # D~[Q]OJ-~[Q]
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: March 4,1997
SUBJECT:
PUBLIC HEARlNG: P A 96-020 Opus Development Agreement
(Report Prepared By: Jeri Ram, Associate Planner).Df-
EXHIBIT ATTACHED:
1)
2)
Ordinance Approving Development Agreement
Development Agreement
RECOMMENDATION:
V-t\'\ry
1)
2)
3)
4)
5)
Open public hearing
Receive staff presentation and public testimony
Close public hearing & Deliberate
Waive reading and introduce Ordinance
Continue public hearing to March 18, 1997
FINANCIAL STATEMENT:
Approval of this project would provide for the construction of public
improvements and payment of certain City required impact fees.
BACKGROUND:
.The Opus Development Agreement is part of the Opus Business Park Project that was before the Planning
Commission and City Council in the fall of 1996. The project has included a General Plan Amendment,
Specific Plan Amendment, Rezone to a Planned Development, and Tentative Parcel Map.
On October 15, 1996, the City Council approved a Mitigated Negative Declaration for the Project. On January
7, 1997, the City Council approved the Planned Development Rezone. A Tentative Parcel Map was approved
by the Community Development Director on January 30, 1997. The Map separates the Opus Project from the
remainder of the County Santa Rita properties.
Staff is now working with the Developer, Opus Southwest, on draft site plans for a Site Development Review
application that is anticipated to be filed in the near future.
Consistency with Approved Mitigated Negative Declaration:
This project is within the scope ofthe Eastern Dublin Specific Plan and General Plan Amendment, for which a
Program EIR was previously certified (SCH No. 91103064).
A Mitigated Negative Declaration has been prepared for this project, which together with the Program ErR,
adequately describes this project for the purposes of CEQA.
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COPIES TO: VZM TranSystems
Internal Distribution
ITEM NO.
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Planning Commission Public Hearing:
A public hearing was held on this item before the Planning Commission on February 11, 1997. The Planning
Commission unanimously recommended approval of the Development Agreement to the City Council.
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ANAL YSIS:
Procedural Background:
One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into
Development Agreements with developers in the plan area. The Development Agreement provides security to
the developer that the City will not change its zoning and other laws applicable to the project for a specified
period of time. Additionally, it is a mechanism for the City to obtain commitments from the developer that the
City might not otherwise be able to obtain. The Development Agreement is one means the City has to assure
that the Specific Plan goal that new development fund the costs of infrastructure and service is met.
Attached to this Staff Report is a Development Agreement (Exhibit 2) between the City of Dublin and the
Surplus Property Authority of the County of Alameda. This Development Agreement is based on the standard
Development Agreement developed by the City Attorney and adopted by the City Council for Eastern Dublin
Projects.
The Agreement:
The City Attorney drafted the proposed Development Agreement with input from City staff, Alameda County
Surplus Property Staff and their attorneys. The Development Agreement sets forth the agreements between the .
parties in relation to many items, including, but not limited to, infrastructure construction and phasing, and the
payment of various required impact fees.
The Development Agreement becomes effective for a term of ten years from the date it is recorded. The
Development Agreement runs with the land and the rights thereunder can be assigned. The main points of the
Development Agreement can be found in Exhibit B of the Development Agreement and are higWighted below:
Infrastructure Construction and Traffic Impact Fees:
The City requires that Developers in Eastern Dublin pay traffic impact fees for certain City wide improvements
to the circulation system. Additionally, fees are charged for certain circulation improvements specific to
Eastern Dublin. Developers are also required to make certain improvements to the circulation system that are
required as a result of their project. The City determines the direct project impact through a traffic study that is
conducted.
Based on the traffic study conducted for the Opus Project, it was determined that certain improvements were
required to the circulation system adjacent the project, Arnold Road, Gleason Drive, Hacidenda Drive, Central
Parkway and Dublin Boulevard. These improvements include widening some roads, ultimate construction of
traffic signals and improvement of certain intersections. Some of these improvements will be required
immediately as a result ofthe construction of the Business Park. Other improvements that were identified COUld.
be phased and put in as required by traffic warrants or when other projects come on line. The Agreement sets
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forth the City and Alameda County's understanding in relation to the phasing of infrastructure construction,
possible oversizing the infrastructure and credits towards traffic impact fees if oversizing does occur.
. Impact Fees:
Impact fees are charged based on the type of user that occupies a building. For example, there are different fees
for commercial, office and industrial buildings. Since this project is anticipated to be a business park with some
office, industrial and service retail, an agreement was reached that if the tenant is not known at the time of
building permit issuance, the developer would be charged the lower fee rate of industrial. The rate would be
adjusted at the time of occupancy, when the tenant was known. This would have the effect of allowing the
developer time to determine the tenant mix, without the larger fee prior to occupancy.
c.--
Conclusion:
The Development Agreement furthers the goals of the General Plan and Eastern Dublin Specific Plan by
requiring new development to fund the costs of its infrastructure and service. The City of Dublin and Alameda
County Surplus Property Authority have agreed on the sequencing of infrastructure construction, the payment of
impact fees as well as other items required by the Eastern Dublin Specific Plan.
RECOMMENDATION:
Staff recommends that the City Council open the public hearing, deliberate, waive reading and introduce the
Ordinance and continue the public hearing to March 18, 1997.
. G:\PA96-020\ccsrdal
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ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT
FOR P A 96-020, OPUS BUSINESS PARK PROJECT
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY
ORDAIN AS FOLLOWS:
Section 1. RECITALS
A. The proposed Opus Business Park Project (P A96-020) is located within
the boundaries of the Eastern Dublin Specific Plan ("Specific Plan") in an area which is
designated on the General Plan Land Use Element Map and Eastern Dublin Specific Plan
Land Use Map as "IND/CO".
B. A Program Environmental Impact Report ("EIR") was prepared for the
Specific Plan and the Eastern Dublin General Plan Amendment and certified by the City
Council by Resolution No. 51-93.
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C. Implementing actions of the Specific Plan, including Chapter 11 thereof,
require that all projects within the Specific Plan area enter into development agreements
with the City.
D. The Surplus Property Authority of the County of Alameda have filed an
application requesting approval of a development agreement for the Opus Business Park
Project.
E. A Development Agreement between the City of Dublin and the Surplus
Property Authority of the County of Alameda ("Development Agreement") has been
presented to the City Council, a copy of which is attached hereto as Attachment 1.
F. A public hearing on the Proposed Development Agreement was held
before the Planning commission on February 11, 1997, for which public notice was given
as provided by law.
G. The Planning Commission has made its recommendation to the City
Council for approval of the Development Agreement, which recommendation includes
the Planning Commission's determinations with respect to the matters set forth in Section
8.12.080 of the Dublin Municipal Code.
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H. A public hearing on the proposed Development Agreement was held
before the City Council on March 4, 1997, for which public notice was given as provided
by law.
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EXHIBiT 1.
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J. The City Council has considered the recommendation of the Planning
Commission (Planning Commission Resolution 97-06), including the Planning
Commission's reasons for its recommendation, the Agenda Statement, all comments
received in \vriting and all testimony received at the public hearing.
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K. Pursuant to the California Environmental Quality Act, the City prepared a
Mitigated negative Declaration for the Opus Business Park Project, including the
Development Agreement, and the City Council has adopted a Resolution approving the
Mitigated negative Declaration. The Mitigated Negative Declaration included a Matrix
showing how the project complies with the Specific Plan's programs and the mitigation
measures contained in the EIR
Section 2.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of (a) the foregoing Recitals which are incorporated
herein, (b) the City of Dublin's General Plan, (c) the Eastern Dublin General Plan
Amendment, (d) the Specific Plan, (e) the EIR, (f) the Mitigated Negative Declaration (g)
the Agenda Statement, and on the basis of the specific conclusions set forth below, the
City Council finds and determines that:
1. The Development Agreement is consistent with the objectives, policies,
general land uses and programs specified and contained in the City's General Plan, as .
amended by the Eastern Dublin General Plan Amendment, and in the Specific Plan in that
(a) the General Plan and Specific Plan land use designation for the site is
IndustriaVCampus Office (IND/CO) and the proposed project is a business park
consistent with that land use, (b) the project is consistent with the fiscal policies of the
General Plan and Specific Plan with respect to provision of infrastructure and public
services, and (c) the Development Agreement includes provisions relating to financing,
construction and maintenance of public facilities, reimbursement for oversizing
infrastructure and similar provisions set forth in the Specific Plan.
2. The Development Agreement is compatible with the uses authorized in,
and the regulations prescribed for, the land use district in which the real property is
located in that the project approvals include a Planned Development Rezoning adopted
specifically for the Opus Business Park Project.
3. The Development Agreement is in conformity with public convenience,
general welfare and good land use policies in that the Opus Business Park Project will
implement land use guidelines set forth in the Specific Plan and the General Plan which
have planned for industrial and office uses at this location.
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4. The Development Agreement will not be detrimental to the health, safety
and general welfare in that the project will proceed in accordance with the Mitigation
Monitoring program for the project prepared by Staff and will comply with all programs
and policies of the Specific Plan.
5. The Development Agreement will not adversely affect the orderly
development of property or the preservation of property values in that the project will be
consistent with the General Plan and with the Specific Plan.
Section 3. APPROVAL
The City Council hereby approves the Development Agreement (Attachment 1)
and authorizes the Mayor to sign it.
Section 4. RECORDATION
Within ten (l0) days after the Development Agreement is executed by the Mayor,
the City Clerk shall submit the Agreement to the County Recorder for recordation.
Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
This Ordinance shall take effect and be in force thirty (30) days from and after the
date of its passage. The City Clerk of the City of Dublin shall cause the Ordinance to be
posted in at least three (3) public places in the City of Dublin in accordance with Section
36933 of the Government Code of the State of California.
PASSED AND ADOPTED BY the City Council of the City of Dublin, on this_
th day of March, 1997, by the following votes:
AYES:
NOES:
ABSENT:
ABSTAIN :
MA YOR
ATTEST:
CITY CLERK
G:\P A96-020\DAORD
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Recording Requested by:
City of Dublin
\Vhen Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF DUBLIN
AND
THE SURPLUS PROPERTY AUTHORITY
OFTHECOUNTYOF~EDA
FOR THE SANTA RITA BUSINESS CENTER PROJECT
E}{HIBrl~ 2
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TABLE OF CONTENTS
1.
Description of Property. ........................................ 2
2.
Interest of Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.
Relationship of City and Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.
Effective Date and Term. ........................................ 3
4.1 Effective Date. .............................. - . . . . . . . . . . . . 3
4.2 Thnn... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
5.
Use of the Property. ............ . . . . . . . . . . . . . . . . . . . . . . . - . . . . . . . . 3
5.1 Right to Develop ......................................... 3
5.2 Permitted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5.3 Additional Conditions ..................................... 3
6.
Applicable Rules. Regulations and Official Policies .................... 5
6.1 Rules re Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.2 Rules re Design and Construction ............................ 5
6.3 Uniform Codes Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Subsequently Enacted Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 5
7.1 New Rules and ReVllations ................................. 5
7.2 Approval of Application . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Moratorium Not Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. Subsequently Enacted or Revised Fees. Assessments and Taxes. . . .' . . . . . . 6
8.1 Fees. Exactions. Dedications ................................ 6
8.2 Revised Application Fees ................................... 6
8.3 New Taxes .............................................. 7
8.4 Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.5 Vote on Future Assessments and Fees ......................... 7
9.
Amendment or Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.1 Modification Because of Conflict with State or Federal Laws ....... 7
9.2 Amendment by Mutual Consent ............................. 7
Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Table of Contents - Page i of iii
February 3, 1997
9.3 Insubstantial Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9.4 Amendment of Project Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 .
9.5 Cancellation by Mutual Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
10. Term of Project Approvals ....................................... 8
II. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11.1 Review Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11.2 Initiation of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11.3 Staff Reports ............................................ 9
11.4 Costs .................................................. 9
12. Default.. . . . . . . . . . . . . . . . . . . . . . . . ~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.1 Other Remedies Available .................................. 9
12.2 Notice and Cure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
12.3 No Damages Against CITY ................................. 9
13. Estoppel Certificate ........................................... 10
14. Mortgagee Protection: Certain Rights of Cure ....................... 10
14.1 Mortgagee Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.2 Mortgagee Not Obligated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.3 Notice of Default to Mortgagee and Extension of Right to Cure .... 11
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15. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
16. Attornevs' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
17. Transfers and Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
17.1 Right to Assign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
I 7.2 Release Upon Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17.3 Developer's Right to Retain Specified Rights or Obligations ....... 12
17.4 Permitted Transfer. Purchase or Assignment ................... 12
18. Agreement Runs with the Land .................................. 13
19. BankruptC)'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
20. Indemnification.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Table of Contents - Page ii of iii
February 3, 1997
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21. Insurance.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.1 Public Liability and Property Damage Insurance . . . . . . . . . . . . . . . . 14
21.2 \i\T orkers Compensation Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21.3 Evidence of Insurance .................................... 14
22. Sewer and Water ............................................. 14
23. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
24. Agreement is Entire Understanding ............................... 15
25. Exl1ibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
26. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
27. Recordation..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Table of Contents - Page iii of iii
February 3, 1997
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THIS DEVELOPMENT AGREEMENT is made and entered in the City of
Dublin on this _ day of April, 1997, by and between the CITY OF DUBLIN, a .
Municipal Corporation (hereafter "City"), and the Surplus Property Authority of
Alameda County, a public corporation (hereafter "Developer"), pursuant to the
authority of ss 65864 et seq. of the California Government Code arid Dublin
Municipal Code, Chapter 8.12. "
RECITALS
A. California Government Code ss 65864 et seq. and Chapter 8.12 of
the Dublin Municipal Code (hereafter "Chapt.er 8.12") authorize the CITY to enter
into an Agreement for the development of real property with any person having a
legal or equitable interest in such property in order to establish certain development
rights in such property; and
B. The City Council adopted the Eastern Dublin Specific Plan by
Resolution No. 53-93 which Plan is applicable to the Property; and
C. The Eastern Dublin Specific Plan requires DEVELOPER to enter
into a development agreement; and
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D. DEVELOPER desires to develop and holds legal interest in certain
real property consisting of approximately 25 acres of land, located in the City of
Dublin, County of Alameda, State of California, which is more particularly described
in Exhibit A attached hereto and incorporated herein by this reference, and which
real property is hereafter called the "Property"; and
E. DEVELOPER proposes the development of the Property with a
400,000 square foot office/industrial park (the "Project"); and
F. DEVELOPER has applied for, and CITY has approved or is
processing, various land use approvals in connection with the development of the
Project, including a PD District rezoning (Ordinance No. 2~97), Land Use and
Development Plan (Res. No. 3-97), tentative parcel map (Res. of Comm. Dev. Dir.
No. 2-97), and site development review (collectively, together with any approvals or
permits now or hereafter issued with respect to the Project, the "Project Approvals");
and
G.
Development of the Property by DEVELOPER may be subject to
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Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Page 1 of 17
February 3, 1997
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certain future discretionary approvals including site development review, which, if
granted, shall automatically become part of the Project Approvals as each such
approval becomes effective; and
H. CITY desires the timely, efficient, orderly and proper development
of said Project; and
1. The City Council has found that, among other things, this
Development Agreement is consistent with its General Plan and the Eastern Dublin
Specific Plan and has been reviewed and evaluated in accordance with Chapter 8.12;
and
J. CITY and DEVELOPER have reached agreement and desire to
eA'Press herein a Development Agreement that will facilitate development of the
Project subject to conditions set forth herein; and
K. Pursuant to the California Environmental Quality Act (CEQA) the
City prepared a Mitigated Negative Declaration for the Project and found that the
Mitigated Negative Declaration was adequate for this Agreement; and
L.
Ordinance No.
effect on
On [date], the City Council of the City of Dublin adopted
approving this Development Agreement. The ordinance took
[date J.
NOW, THEREFORE, with reference to the foregoing recitals and in
consideration of the mutual promises, obligations and covenants herein contained,
CITY and DEVELOPER agree as follows:
AGREEMENT
1. Description of Property.
The Property which is the subject of this Development Agreement is
described in Exhibit A attached hereto ("Property").
2. Interest of Developer.
The DEVELOPER has a legal or equitable interest in the Property in
that it owns the Property in fee simple.
Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Page 2 of 17
February 3, 1997
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3. Relationship of City and Developer.
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It is understood that this Agreement is a contract that has been
negotiated and voluntarily entered into by CITY and DEVELOPER and that the
DEVELOPER is not an agent of CITY. The CITY and DEVELOPER hereby
renounce the existence of any form of joint venture or partnership between them, and
agree that nothing contained 'herein or in any document executed in connection
herewith shall be construed as making the CITY and DEVELOPER joint venturers or
partners.
4. Effective Date and Term.
4.1 Effective Date. The effective date of this Agreement shall
be the date upon which this Agreement is recorded in the Office of the Alameda
County Recorder.
4.2 Term. The term of this Development Agreement shall
commence on the effective date and extend ten (10) years thereafter, unless said term
is otherwise terminated or modified by circumstances set forth in this Agreement.
5.
Use of the Property.
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5.1 Right to Develop. Developer shall have the vested right to
develop the Project on the Property in accordance with the terms and conditions of
this Agreement, the Project Approvals (as and when issued), and any amendments to
any of them as shall, from time to time, be approved pursuant to this Agreement.
5.2 Permitted Uses. The permitted uses of the Property, the
density and intensity of use, the maximum height, bulk and size of proposed
buildings, provisions for reservation or dedication of land for public purposes and
location and maintenance of on-site and off-site improvements, location of public
utilities (operated by CITY) and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project
Approvals and any amendments to this Agreement or the Project Approvals.
5.3 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
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Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Page 3 of 17
February 3, 1997
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5.3.1 Subsequent Discretionary Approvals.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions. (These conditions do not affect Developer's
responsibility to 9btain all other land use approvals required by the
ordinances of the City of Dublin.)
Not Applicable
5.3.2 Mitigation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or
mitigate adverse environmental impacts of the Project or othenvise
relating to development of the Project.
See Exhibit B
5.3.3 Phasing. Timing. Provisions that the Project be
constructed in specified phases, that construction shall commence
within a specified time, and that the Project or any phase thereof be
completed within a specified time.
See Exhibit B
5.3.4 Financin~ Plan. Financial plans which identify
necessary capital improvements such as streets and utilities and
sources of funding.
See Exhibit B
5.3.5 Fees. Dedications. Terms relating to payment of
fees or dedication of property.
See Exhibit B
5.3.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit B
5.3.7 Miscellaneous. Miscellaneous terms.
See Exhibit B
Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Page 4 of 17
February 3, 1997
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6.
Applicable Rules. Regulations and Official Policies.
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6.1 Rules re Permitted Uses. For the term of this Agreement,
the City's ordinances, resolutions, rules, regulations and official policies governing the
permitted uses of the Property, governing density and intensity of use of the Property
and the maximum height, bulk and size of proposed buildings shall be those in force
and effect on the effective date of this Agreement.
6.2 Rules re Design and Construction. Unless otherwise
e.A-pressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official policies governing design, improvement and
construction standards and specifications applicable to the Project shall be those in
force and effect at the time of the applicable discretionary Project Approval.
Ordinances, resolutions, rules, regulations and official policies governing design,
improvement and construction standards and specifications applicable to public
improvements to be constructed by Developer shall be those in force and effect at the
time of the applicable permit approval.
6.3 Uniform Codes Applicable. Unless e:x.'Pressly provided in
Paragraph 5 of this Agreement, the Project shall be constructed in accordance with
the provisions of the Uniform Building, Mechanical, Plumbing, and Electrical Codes
and Title 24 of the California Code of Regulations, relating to Building Standards, in
effect at the time of approval of the appropriate building, grading, or other
construction penriits for the Project.
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7. Subsequently Enacted Rules and Regulations.
7.1 New Rules and Regulations. During the term of this
Agreement, the City may apply new or modified ordinances, resolutions, rules,
regulations and official policies of the City to the Property which were not in force
and effect on the effective date of this Agreement and which are not in conflict with
those applicable to the Property as set forth in this Agreement if: (a) the application
of such new or modified ordinances, resolutions, rules, regulations or official policies
would not prevent, impose a substantial financial burden on, or materially delay
development of the Property as contemplated by this Agreement and the Project
Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies
have general applicability.
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Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Page 5 of 17
February 3, 1997
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7.2 Approval of Application. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of such new or modified
ordinances, resolutions, rules, regulations and policies except that such subsequent
actions shall be subject to any conditions, terms, restrictions, and requirements
e.\.."pressly set forth herein.
7.3 Moratorium Not Applicable. Notwithstanding anything to
the contrary contained herein, in the event an ordinance, resolution or other measure
is enacted, whether by action of CITY, by initiative, referendum, or otherwise, that
imposes a building moratorium which affects the Project on all or any part of the
Property, CITY agrees that such ordinance, resolution or other measure shall not
apply to the Project, the Property, this Agreement or the Project Approvals unless the
building moratorium is imposed as part of a declaration of a local emergency or state
of emergency as defined in Government Code S 8558.
8. Subsequently Enacted or Revised Fees. Assessments and Taxes.
8.1 Fees. Exactions. Dedications. CITY and DEVELOPER
agree that the fees payable and exactions required in connection with the
development of the Project for purposes of mitigating environmental and other
impacts of the Project, providing infrastructure for the Project and complying with
the Specific Plan shall be those set forth in Ordinance No. 2~97, Resolution No. 3~97
and in this Agreement (including Exhibit B). The CITY shall not impose or require
payment of any other fees, dedications of land, or construction of any public
improvement or facilities, shall not increase or accelerate existing fees, dedications of
land or construction of public improvements, in connection with any subsequent
discretionary approval for the Property, except as set forth in Ordinance No. 2-97,
Resolution No. 3~97 and this Agreement (including Exhibit B, subparagraph 5.3.5).
8.2 Revised Application Fees. Any existing application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (1) such fees have general applicability; (2)
the application of such fees to the Property is prospective; and (3) the application of
such fees would not prevent development in accordance with this Agreement. By so
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
application, processing and/or inspection fees.
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8.3 New Taxes. Any subsequently enacted city-wide taxes
shall apply to the Project provided that: (1) the application of such taxes to the .
Property is prospective; and (2) the application of such taxes would not prevent
development in accordance with this Agreement. By so agreeing. DEVELOPER does
not waive its rights to challenge the legality of any such taxes.
8.4 Ac;;sessments. Nothing herein shall be construed to relieve
the Property from assessments levied against it by City pursuant to any statutory
procedure for the assessment of property to pay for infrastructure and/or services
which benefit the Property.
8.5 Vote on Future Ac;;sessments and Fees. In the event that
any assessment, fee or charge which is applicable to the Property is subject to Article
XIIID of the Constitution and DEVELOPER does not return its ballot, DEVELOPER
agrees, on behalf of itself and its successors, that CITY may count DEVELOPER's
ballot as affirmatively voting in favor of such assessment, fee or charge.
9. Amendment or Cancellation.
9.1 Modification Because of Conflict with State or Federal
Laws. In the event that state or federal laws or regulations enacted after the effective
date of this Agreement prevent or preclude compliance with one or more provisions
of this Agreement or require changes in plans, maps or permits approved by the City,
the parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply with such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance with Chapter 8.12.
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9.2 Amendment by Mutual Consent. This Agreement may be
amended in writing from time to time by mutual consent of the parties hereto and in
accordance with the procedures of State law and Dublin Ordinance No. 8-91.
9.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding paragraph 9.2, any amendments to this Agreement which
do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the
permitted uses of the Property as provided in paragraph 5.2; (c) provisions for
"significant" reservation or dedication of land as provided in Exhibit B; (d) conditions,
terms, restrictions or requirements for subsequent discretionary actions; (e) the
density or intensity of use of the Project; (f) the maximum height or size of proposed
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buildings; or (g) monetary contributions by DEVELOPER as provided in this
Agreement, shall not, except to the extent otherwise required by law, require notice or
public hearing before either the Planning Commission or the City Council before the
parties may execute an amendment hereto. CITY's Public Works Director shall
determine whether a reservation or dedication is "significant".
9.4 Amendment of Project Approvals. Any amendment of
Project Approvals relating to: (a) the permitted use of the Property; (b) provision for
reservation or dedication of land; (c) conditions, terms, restrictions or requirements
for subsequent discretionary actions; (d) the density or intensity of use of the Project;
(e) the.maximum height or size of proposed buildings; (f) monetary contributions by
the DEVELOPER; or (g) public improvements to be constructed by DEVELOPER
shall require an amendment of this Agreement. Such amendment shall be limited to
those provisions of this Agreement which are implicated by the amendment of the
Project Approval. Any other amendment of the Project Approvals, or any of them,
shall not require amendment of this Agreement unless the amendment of the Project
Approval(s) relates specifically to some provision of this Agreement.
9.5 Cancellation by Mutual Consent. Except as otherwise
permitted herein, this Agreement may be canceled in whole or in part only by the
mutual consent of the parties or their successors in interest, in accordance with the
provisions of Chapter 8.12. Any fees paid pursuant to Paragraph 5.3 and Exhibit B
of this Agreement prior to the date of cancellation shall be retained by CITY.
10. Term of Project Approvals.
Pursuant to California Government Code Section 66452.6(a), the
term of the tentative map described in Recital F above shall automatically be
e:x.i.ended for the term of this Agreement. The term of any other Project Approval
shall be extended only if so provided in Exhibit B.
11. Annual Review.
11.1 Review Date. The annual review date for this Agreement
shall be March 15, 1998 and each March 15 thereafter.
11.2 Initiation of Review. The CITY's Community
Development Director shall initiate the annual review, as required under
Section 8.12.140 of Chapter 8.12, by giving to DEVELOPER thirty (30) days'
Dublin/Alameda Development Agreement
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written notice that the CITY intends to undertake such review. DEVELOPER shall
provide evidence to the Community Development Director prior to the hearing on .
the annual review, as and when reasonably determined necessary by the Community
Development Director, to demonstrate good faith compliance with the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compliance is upon the DEVELOPER.
11.3 Staff Reports. To the extent practical, CITY shall deposit
in the mail and fax to DEVELOPER a copy of all staff reports, and related exhibits
concerning contract performance at least three (3) days prior to any annual review.
11.4 Costs. Costs reasonably incurred by CITY in connection
with the annual review shall be paid by DEVELOPER in accordance with the City's
schedule of fees in effect at the time of review.
12. Default.
12.1 Other Remedies Available. Upon the occurrence of an
event of default, the parties may pursue all other remedies at law or in equity which
are not othernrise provided for in this Agreement or in City'S regulations governing
development agreements, expressly including the remedy of specific performance of .
this Agreement.
12.2 Notice and Cure. Upon the occurrence of an event of
default by either party, the non defaulting party shall serve written notice of such
default upon the defaulting party. If the default is not cured by the defaulting party
within thirty (30) days after service of such notice of default, the nondefaulting party
may then commence any legal or equitable action to enforce its rights under this
Agreement; provided, however, that if the default cannot be cured within such thirty
(30) day period, the nondefaulting party shall refrain from any such legal or equitable
action so long as the defaulting party begins to cure such default within such thirty
(30) day period and diligently pursues such cure to completion. Failure to give notice
shall not constitute a waiver of any default.
12.3 No Damages Against CITY. In no event shall damages be
avvarded against CITY upon an event of default or upon termination of this
Agreement.
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13. Estoppel Certificate.
Either party may, at any time, and from time to time, request
'\\'Titten notice from the other party requesting such party to certify in writing that, to
the knowledge of the certifying party, (a) this Agreement is in full force and effect
and a binding obligation of the parties, (b) this Agreement has not been amended or
modified either orally or in writing, or if so amended, identifying the amendments,
and (c) the requesting party is not in default in the performance of its obligations
under this Agreement, or if in default, to describe therein the nature and amount of
any such defaults. A party receiving a request hereunder shall execute and return
such certificate within thirty (30) days following the receipt thereof, or such longer
period as may reasonably be agreed to by the parties. City Manager of City shall be
authorized to execute any certificate requested by DEVELOPER. Should the party
receiving the request not execute and return such certificate within the applicable
period, this shall not be deemed to be a default, provided that such party shall be
deemed to have certified that the statements in clauses (a) through (c) of this section
are true, and any party may rely on such deemed certification.
14. Mortgagee Protection; Certain Rights of Cure.
14.1 Mortgagee Protection. This Agreement shall be superior
and senior to any lien placed upon the Property, or any portion thereof after the date
of recording this Agreement, including the lien for any deed of trust or mortgage
("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render
invalid, diminish or impair the lien of any Mortgage made in good faith and for
value, but all the terms and conditions contained in this Agreement shall be binding
upon and effective against any person or entity, including any deed of trust
beneficiary or mortgagee ("Mortgagee") who acquires title to the Property, or any
portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
14.2 Mortgap;ee Not Oblip;ated. Notwithstanding the provisions
of Section 14.1 above, no Mortgagee shall have any obligation or duty under this
Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or
complete the construction of improvements, or to guarantee such construction of
improvements, or to guarantee such construction or completion, or to pay, perform or
provide any fee, dedication, improvements or other exaction or imposition; provided,
however, that a Mortgagee shall not be entitled to devote the Property to any uses or
to construct any improvements thereon other than those uses or improvements
provided for or authorized by the Project Approvals or by this Agreement.
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14.3 Notice of Default to Mortgagee and Extension of Right to
Cure. If CITY receives notice from a Mortgagee requesting a copy of any notice of .
default given DEVELOPER hereunder and specifying the address for service thereof,
then CITY shall deliver to such Mortgagee, concurrently with service thereon to
DEVELOPER, any notice given to DEVELOPER with respect to any claim by CITY
that DEVELOPER has committed an event of default. Each Mortgagee shall have
the right during the same period available to DEVELOPER to cure or remedy, or to
commence to cure or remedy, the event of default claimed set forth in the CITY's
notice. CITY, through its City Manager, may ex'tend the thirty-day cure period
provided in paragraph 12.2 for not more than an additional sL\.i.y (60) days upon
request of DEVELOPER or a Mortgagee.
15. Severability.
The unenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
16. Attorneys' Fees and Costs.
If CITY or DEVELOPER initiates any action at law or in equity to
enforce or interpret the terms and conditions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs in addition to any
other relief to which it may otherwise be entitled. If any person or entity not a party
to this Agreement initiates an action at law or in equity to challenge the validity of
any provision of this Agreement or the Project Approvals, the parties shall cooperate
in defending such action. DEVELOPER shall bear its own costs of defense as a real
party in interest in any 'such action, and shall reimburse CITY for all reasonable court
costs and attorneys' fees expended by CITY in defense of any such action or other
proceeding.
17. Transfers and Assignments.
17.1 Right to Assign. It is anticipated that DEVELOPER will
sell the Property to another developer. All of DEVELOPER'S rights, interests and
obligations hereunder may be transferred, sold or assigned in conjunction with the
transfer, sale, or assignment of all of the Property subject hereto at any time during
the term of this Agreement, provided that no transfer, sale or assignment of
DEVELOPER's rights, interests and obligations hereunder shall occur without the
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prior written notice to CITY and approval by'the City Council, which approval shall
not be unreasonably withheld or delayed. The City Council shall consider and decide
the matter within 30 days after DEVELOPER's notice.
17.2 Release Upon Transfer. Upon the transfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder
pursuant to subparagraph 17.1 of this Agreement, DEVELOPER shall be released
from the obligations under this Agreement, with respect to the Property transferred,
sold, or assigned, arising subsequent to the date of City Council approval of such
transfer, sale, or assignment; provided, however, that if any transferee, purchaser, or
assignee approved by the City Council e:x.'Pressly assumes all of the rights, interests
and obligations of DEVELOPER under this Agreement, DEVELOPER shall be
released with respect to all such rights, interests and assumed obligations. In any
event, the transferee, purchaser, or assignee shall be subject to all the provisions
hereof and shall provide all necessary documents, certifications and other necessary
information prior to City Council approval.
17.3 Developer's Right to Retain Specified Rights or
Obligations. Notwithstanding subparagraphs 17.1 and 17.2 DEVELOPER may
withhold from a sale, transfer or assignment of this Agreement certain rights, interests
and/or obligations which DEVELOPER shall retain, provided that DEVELOPER
specifies such rights, interests and/or obligations in a written document to be
appended to this Agreement and recorded with the Alameda County Recorder prior
to the sale, transfer or assignment of the Property. DEVELOPER's purchaser,
transferee or assignee shall through have no interest or obligations for such rights,
interests and obligations and this Agreement shall remain applicable to DEVELOPER
with respect to such retained rights, interests and/or obligations.
17.4 Permitted Transfer. Purchase or Assignment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering
DEVELOPER'S interest in the Property shall not require City Council approval
pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subject to the provisions of paragraph 17.1.
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18. Agreement Runs 'ivith the Land.
All of the provisions, rights, terms, covenants, and obligations
contained In this Agreement shall be binding upon the parties and their respective
heirs, successors and assignees, representatives, lessees, and all other persons
acquiring the Property, or any portion thereof, or any interest therein, whether by
operation of law or in any manner whatsoever. All of the provisions of this
Agreement shall be enforceable as equitable servitude and shall constitute covenants
running with the land pursuant to applicable laws, including, but not limited to,
Section 1468 of the Civil Code of the State of California. Each covenant to do, or
refrain from doing, some act on the Property hereunder, or with respect to any owned
property, (a) is for the benefit of such properties and is a burden upon such
properties, (b) runs with such properties, and (c) is binding upon each party and each
successive owner during its ownership of such properties or any portion thereof, and
shall be a benefit to and a burden upon each party and its property hereunder and
each other person succeeding to an interest in such properties.
19. Bankruptcy. I
The obligations of this Agreement shall not be dischargeable in
bankruptcy.
20.
Indemnification.
DEVELOPER agrees to indenmify, defend and hold harmless CITY,
and its elected and appointed councils, boards, commissions, officers, agents,
employees, and representatives from any and all claims, costs (including legal fees and
costs) and liability for any personal injury or property damage which may arise
directly or indirectly as a result of any actions or inactions by the DEVELOPER, or
any actions or inactions of DEVELOPER's contractors, subcontractors, agents, or
employees in connection with the construction, improvement, operation, or
maintenance of the Project, provided that DEVELOPER shall have no
indemnification obligation with respect to negligence or wrongful conduct of CITY,
its contractors, subcontractors, agents or employees or with respect to the
maintenance, use or condition of any improvement after the time it has been
dedicated to and accepted by the CITY or another public entity (except as provided
in an improvement agreement or maintenance bond).
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21. Insurance.
21.1 Public Liability and Property Damage Insurance. During
the term of this Agreement, DEVELOPER shall maintain in effect a policy of
comprehensive general liability insurance with a per-occurrence combined single limit
of not less than one million dollars ($1,000,000.00) and a deductible of not more
than ten thousand dollars ($10,000.00) per claim. The policy so maintained by
DEVELOPER shall name the CITY as an additional insured and shall include either a
severability of interest clause or cross-liability endorsement. Notwithstanding the
foregoing, as long as the Surplus Property Authority of Alameda County is the
"Developer" it may self insure to satisfy the foregoing requirements.
21.2 Workers Compensation insurance. During the term of this
Agreement DEVELOPER shall maintain Worker's Compensation insurance for all
persons employed by DEVELOPER for work at the Project site. DEVELOPER shall
require each contractor and subcontractor similarly to provide Worker's
Compensation insurance for its respective employees. DEVELOPER agrees to
indemnify the City for any damage resulting from DEVELOPER's failure to maintain
any such insurance.
21.3 Evidence of Insurance. Prior to City Council approval of
this Agreement, DEVELOPER shall furnish CITY satisfactory evidence of the
insurance required in Sections 21.1 and 21.2 and evidence that the carrier is required
to give the CITY at least fifteen days prior written notice of the cancellation or
reduction in coverage of a policy. The insurance shall e:x.1.end to the CITY, its elective
and appointive boards, commissions, officers, agents, employees and representatives
and to DEVELOPER and each contractor and subcontractor performing work on the
Project.
22. Sewer and Water.
DEVELOPER acknowledges that it must obtain water and sewer
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not within the control of CITY.
23. Notices.
All notices required or provided for under this Agreement shall be in
writing and delivered in person or sent by certified mail, postage prepaid. Notices
Dublin/Alameda Development Agreement
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Page 14 of 17
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required to be given to CITY shall be addressed as follows:
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
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Notices required to be given to DEVELOPER shall be addressed as follows:
Patrick Cashman
Project Director
Surplus Property Authority of Alameda County
225 W. Winton Avenue, Room 151
Hayward, CA 94544
and
Adolph Martinelli
Director of Planning
County of Alameda
399 Elmhurst Street
Hayward, CA 94544
A party may change address by giving notice in writing to the other party and
thereafter all notices shall be addressed and transmitted to the new address. Notices
shall be deemed given and received upon personal delivery, or if mailed, upon the
eA-piration of 48 hours after being deposited in the United States Mail.
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24. Ar;:reement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement
of the parties.
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25. Exhibits.
The following documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full:
Exhibit A Legal Description of Property
Exhibit B Additional Conditions
Exhibit C Off Site Improvements
26. Counterparts.
This Agreement is executed in two (2) duplicate originals, each of
which is deemed to be an original.
27. Recordation.
CITY shall record a copy of this Agreement within ten days
following execution by all parties.
IN WITNESS VYHEREOF, the parties hereto have caused this Agreement
to be executed as of the date and year first above written.
CITY OF DUBLIN:
By:
Mayor
Date:
APPROVED AS TO FORM:
City Attorney
Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
Page 16 of 17
February 3, 1997
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Surplus Propeny Authority of Alameda County:
Date:
Adolph Martinelli
Its Manager
APPROVED AS TO FORM:
Attorney for Surplus Property
Authority of the County of Alameda
EHS:rja
] :\\VPD\MNRS'W\114\A.GREE\86\OPUSAGR.203
(NOTARIZATION ATTACHED)
Dublin/Alameda Development Agreement
for Santa Rita Business Center Project
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Page 17 of 17
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Brian Kangas Foulk
Engineers · Surveyors · Planners
BKF Project No. 940158-14
February 4, 1997
PROPOSED PARCEL ONE
PARCEL MAP 7042
All that real property situate in the City of Dublin, County of Alameda, State of California, being
a portion of Parcel 1 as said parcel is described in the Quitclaim Deed recorded July 11, 1969, in
Reel 2439 at Image 213, Official Records of Alameda County, and described as follows:
COh1MENCING at a found monument box with brass disk stamped "Ala. Co. RS 38527 1969" as
said monument is shown on that certain map entitled "PARCEL MAP 6879" filed on November 4,
1996 in Book 225 of Parcel Maps at Pages 67 through 75, inclusive, Alanleda County Records;
THENCE southerly along the monument line of Arnold Road (formerly known as Oxsen Road and
Sebille Road) as said monument line is shown on said map South 01023' 35" West 364.83 feet;
THENCE leaving said monument line of Arnold Road South 880 36' 25" East 80.00 feet to a point
on a line that is parallel with and distant 80.00 feet easterly, measured at right angles, from said
monument line to the TRUE POINT OF BEGINNING ofthis description;
THENCE northerly along said parallel line North 01023' 35" East 731.83 feet;
THENCE leaving said parallel line North 460 35' 00" East 39.73 feet to a point on a line that is
parallel with and distant 75.00 feet southerly, me'.l5ured at right angles, from the monument line of
Gleason Road (formerly known as 7th Street) as said monument line is shown on that certain
"RECORD OF SURVEY" filed on November 19,1992, in Book 16 of Records of Survey at Page
22, Alameda County Records;
THENCE easterly along said parallel line South 880 13' 36" East 1099.71 feet;
THENCE leaving said paralielline South 01046' 24" West 9.00 feet to a point on a line that is
parallel with and distant 84.00 feet southerly, measured at right angles, from said monument line of
Gleason Road;
Exhibit "A"
Page 1 of2
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BKF Job No. 940158-14
February 4, 1997
PROPOSED PARCEL ONE
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THENCE easterly along said parallel line South 880 13' 36" East 260.00 feet;
THENCE leaving said parallel line South 430 30' 52" East 39.40 feet to a point on a line that is
parallel with and distant 51.00 feet westerly, measured at right angles, from the northerly
prolongation of the monument line of Hacienda Drive as said monument line is shov.rn on that certain'
map entitled "RECORD OF SURVEY NO. 1299" filed on June 2,1995, in Book 19 of Records of
Survey at Pages 55 through 58, inclusive, Alan1eda County Records;
THENCE southerly along said parallel line South 010 11' 51" 'Vest 723.32 feet to a point on a line
that is parallel 'with and distant 835.00 feet southerly, measured at right angles, from said monument
line of Gleason Road;
THENCE westerly along said parallel line North 880 13' 36" West 1418.12 feet to the TRUE POINT
OF BEGINNING.
Containing an area of 1,073,412 square feet or 24.642 acres, more or less.
.
Ibis description was prepared by the undersigned in conformance with the Land Surveyor's Act and
shall not be used in any conveyance which may violate the Subdivision Map Act of the State of
California or local ordinances.
c.
By: ~~fft2
Paul Kittredge, P.L.S. . 5790
License Expires: 06/30/00
Dated:
2-//' /q7
k:\survey\940 158.50\legaJs\parcell.mlm
Exhibit "A"
Page 2 of2
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State of California
) ss.
County of Alameda )
before me, a Notary Public,
On
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
aclatowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS my hand and official seal.
NOTARY PUBLIC
EXHIBIT B
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Additional Conditions
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subparagraph 5.3.1 -- Subsequent Discretionary Approvals
Not applicable.
Subparagraph 5.3.2 -- Mitigation Conditions
Subsection a.
Infrastructure Sequencing Program
The Infrastructure Sequencing Program for the Project is set forth below. Off
site improvements are depicted in Exhibit C.
(i)
Roads
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A. Improvements to be Constructed Prior to Certificate of
Occupancy
Prior to issuance of the first Certificate of Occupancy for
any building which is part of the Project, the project-specific roadway improvements
(and offers of dedication) identified in this Agreement and in the Traffic Study for
the Santa Rita Business Center, dated September 9, 1996 prepared for the City of
Dublin by TJKM Transportation Consultants, which are described below shall be
completed by DEVELOPER to the satisfaction of the Public Works Director.
1. Hacienda Drive Between Gleason Drive and the
North Section of Dublin Boulevard
Hacienda Drive shall be e:x.i.ended from Dublin
Boulevard to Gleason Drive. The roadway segment shall consist of one southbound
and one northbound 12-foot lane with an 8-foot emergency parkinglbike lane on each
side. The northbound and southbound lanes shall be separated with a median. This
work shall accommodate future widening. In addition, right-turn and left-turn lanes
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Exhibit B
Opus Development Agreement
Page 1 of 15
February 3, 1997
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are required. The locations will be determined by the Public Works Director.
Along the Project frontage a 6-foot concrete
sidewalk in a 12-foot landscaped parkway area shall be constructed at its ultimate
location. Adequate pedestrian access shall be provided between the Project and
Central Parkway Extension.
2. Gleason Drive Between Western and Eastern
Edges of Project
Gleason Drive is currently a 2-lane roadway lying
along the northern boundary of the Property. A portion of the ultimate southern half
of the street shall be constructed along the Project boundary, consisting generally of
one 12-foot travel lane, one 8-foot emergency parkinglbike lane, and a 12-foot wide
landscaped parkway area including a 6-foot wide sidewalk. A left-turn pocket may be
constructed for westbound traffic with the approval of the Public Works Director.
The location of the left-turn pocket shall be approximately equidistant from
Hacienda Drive and Arnold Road.
3.
Arnold Road Between Gleason Drive and
Southerly Property Line
Arnold Road shall be relocated parallel and directly
to the east of the existing Arnold Road along the Project frontage. It shall be
constructed to a 44-foot roadway with curb and gutter. The existing roadway shall
be removed and converted to a drainage channel.
DEVELOPER shall dedicate a II O-foot right-of-way
to the City, to include 30 feet within Camp Parks for a road and drainage easement.
The roadway and drainage channel improvements shall be transitioned to match the
existing facilities.
Along the Project frontage a 6-foot concrete
sidewalk in a 12-foot landscaped parkway area shall be constructed at its ultimate
location.
Exhibit B
Opus Development Agreement
Page 2 of 15
February 3, 1997
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4. Intersection Improvements
a)
Hacienda Drive at Gleason Drive:
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Northbound Hacienda south of Gleason
Drive shall be widened to one 12-foot right-turn and one 12-foot left-turn lane and
one 5 foot bike lane.
Eastbound Gleason Boulevard west of
Hacienda Drive shall be widened to one 12 foot through lane, one 12-foot right-turn
lane and one 5 foot bike lane.
b) Hacienda Drive at Dublin Boulevard (Central
Parkway Extension):
Southbound Hacienda Drive north of the
Central Parkway Extension shall be widened to one 12-foot right-turn lane, one 12-
foot through lane, and (at the option of DEVELOPER and with consent of CITYs
Public Works Director) one 12-foot left-turn lane. In addition, a 5-foot bike lane
shall be provided.
Northbound Hacienda Drive south of the
Central Parkw"ay Extension shall be widened to one 12-foot northbound left-turn
lane, one 12-foot northbound through lane, and one 8-foot northbound emergency
parking lane/bike lane.
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Eastbound Central Parkway Extension west of
Hacienda Drive shall be widened to one 17-foot eastbound right-turn lane, one 12-
foot eastbound left-turn lane, and (at the option of DEVELOPER with consent of
CITY's Public Works Director) one 12-foot future eastbound through lane.
c) Hacienda Drive at Dublin Boulevard:
Southbound Hacienda Drive north of Dublin
Boulevard shall be widened to one 10-foot left-turn lane, one future 10-foot left turn
lane (at the option of DEVELOPER and with consent of CITY's Public Works
Director), two 12-foot through lanes, and an 8-foot emergency parkinglbike lane.
Exhibit B
Opus Development Agreement
Page 3 of 15
February 3, 1997
.
3D
.
.
.
d) Transitions
. DEVELOPER shall be responsible for
transitioning existing improvements to match improvements required by this
Agreement including dedications, to the satisfaction of the CITY's Public Works
Director.
B. Traffic Signals at the Projects Entrances
Traffic signals are not currently warranted at the Project
entrances along the southerly Property boundary and both Arnold Road and
Hacienda Drive on the parcel map; however, such signals may be warranted in the
future. Prior to issuance of the first building permit for the Project, DEVELOPER
shall dedicate additional rights-of-way or easements to CITY to accommodate future
signals at the main Project entrances along the southerly Property boundary and both
Arnold Road and Hacienda Drive.
When traffic signal warrants require a traffic signal at the
southerly Property boundary and Arnold Road ("Arnold Signal") and/or at the
southerly Property boundary and Hacienda Drive ("Hacienda Signal"), DEVELOPER
agrees that it, and its successors in interest to both the Property and DEVELOPER's
property surrounding the Property, will contribute to CITY one-half of the cost of the
Arnold Signal and one-quarter of the cost of the Hacienda Signal and will not protest
or contest the inclusion of the Project's share of such signals as a condition of
approval of a project for adjacent property which also contributes to the need for
such signals. This paragraph shall survive termination of this Development
Agreement.
C. Improvements Needed at Time of Development of
Other Projects
1. Tassajara Road/Gleason Drive
The Public Works Director shall determine when a
traffic signal at Tassajara and Gleason Drive is required. Vvithin one year of written
notification from the Public Works Director, DEVELOPER shall design and install
the signal to the satisfaction of the Public Works Director. To the e>..i.ent practical
the notice shall be timed so that the work shall be completed immediately prior to
Exhibit B
Opus Development Agreement
Page 4 of 15
February 3, 1997
31
the need for the signal, based on traffic signal warrants.
2. Dublin Boulevard, between Hacienda Drive and
BART Station
.
The Public Works Director shall determine when a
4-lane road is required between Hacienda and the BART Station. Within one year of
written notification from the Public Works Director, and provided that the Surplus
Property Authority of Alameda County has obtained title to the required right-of-
way, the DEVELOPER shall design and construct the 4-lane road to the satisfaction
of the Public Works Director. To the extent practical, the notice shall be timed so
that the work shall be completed immediately prior to the need for the
improvements, based on Average Daily Traffic (ADT) warrants.
D. Miscellaneous
The obligation of subsection C (I) to (2) above shall be of
no force or effect until DEVELOPER pulls the first building permit for the Project.
Once effective, such obligation shall survive termination of this Agreement.
Prior to issuance of the first building permit for the .
Project, DEVELOPER shall provide CITY with security for the costs of design and
construction of the improvements described in subparagraph C (1) and (2) above in
an amount satisfactory to the Public Works Director. The security shall consist of a
document, satisfactory to the City Attorney, pledging DEVELOPER's existing credits
against payment of the traffic impact fees as security. The security required by the
preceding sentences is not a substitute for the Improvement Agreement and bonds
required by Subparagraph 5.3.2, subsection (b)(ii) and (iii) below.
The CITY may impose a condition on future projects
which benefit from the improvements described in subparagraph C(l) and (2) to
contribute such future project's share of the cost of the improvement, provided the
improvements are not constructed by DEVELOPER prior to the approval of such
future projects.
(ii) Sewer
The Dublin San Ramon Services District has prepared a report
("Eastern Dublin Facilities Plan Final Report" dated December, 1993, prepared by G.
.
Exhibit B
Opus Development Agreement
Page 5 of 15
February 3, 1997
3J-
.
.
.
S. Dodson &Associates [the "DSRSD Report"]) which determines the sizes and
approximate locations of pipelines to provide potable water facilities, wastewater
collection facilities and recycled water facilities within the Eastern Dublin area at
ultimate build-out. All references hereinafter to the DSRSD Report shall be to the
report as it is periodically updated and in effect at the time of the applicable
improvements and as such report is interpreted and applied by the Dublin San
Ramon Services District.
Prior to issuance of the first building permit for the Project, all
sanitary sewer improvements to serve all building sites in the Project (or any recorded
phase of the Project) shall be complete to the satisfaction and requirements of the
Dublin San Ranlon Services District.
(iii) Water
Prior to combustible construction and/or storage of combustible
materials on site, sufficient water storage and pressure shall be available at the site to
the satisfaction and requirements of the Dougherty Regional Fire Authority or its
successor.
Prior to issuance of the first building permit for the Project, all
potable water system components to serve all building sites in the Project (or any
recorded phase of the Project) shall be complete and in working order to the
satisfaction and requirements of the Dublin San Ramon Services District.
Prior to occupancy of any portion of the Project, recycled water
lines shall be installed on site and within adjacent roadways to the satisfaction and
requirements of the Dublin San Ramon Services District consistent with the DSRSD
policy for recycled water and all recycled water connection fees shall be paid.
(iv) Storm Drainage
The City has a master drainage plan (the "Drainage Plan") which
shall be used as a guideline to determine drainage facility requirements.
Prior to issuance of the first Certificate of Occupancy for any
building which is part of the Project, the storm drainage systems off site as well as on
site drainage systems to the areas to be occupied shall be complete to the satisfaction
and requirements of the Dublin Public Works Department applying CITYs and Zone
Exhibit B
Opus Development Agreement
Page 6 of 15
February 3, 1997
53
7 (Alameda County Flood Control and Water Conservation District, Zone 7)
standards and policies which are in force and effect at the time of issuance of the .
permit for the proposed improvements and shall be consistent with the Drainage
Plan. The site shall also be protected from storm flow from off site and shall have
erosion control measures in place to protect downstr~am facilities and properties from
erosion and unclean storm water consistent with the Drainage Plan.
(v) Other Utilities (e.g. gas. electricity)
Construction shall be complete prior to issuance of the first
Certificate of Occupancy for any building which is part of the Project.
Subsection b.
Miscellaneous
(i) Completion May be Deferred.
Notwithstanding the foregoing, CITY's Public Works Director
may, in his or her sole discretion and upon receipt of documentation in a form
satisfactory to the Public Works Director that assures completion, allow
DEVELOPER to defer completion of discrete portions of any of the above public
improvements until after final inspection of the first building permit for the Project if .
the Public Works Director determines that to do so would not jeopardize the public
health, safety or welfare.
(ii) Improvement Agreement
..-
Prior to constructing the Improvements described in
Subparagraph 5.3.2(a)(i) and (iv) above (roads and storm drainage), DEVELOPER
shall submit plans and specifications to CITY's Public Works Director for review and
approval and shall enter into an Improvement Agreement with CITY for construction
and dedication of the public facilities. All such improvements shall be constructed in
accordance with City's standards and policies which are in force and effect at the time
of issuance of the permit for the proposed improvements, and to the satisfaction of
the Public Works Department.
(iii) Bonds
Prior to execution of the Improvement Agreement, DEVELOPER
shall provide a performance bond and labor and materials bond or other adequate
3'/
Exhibit B
Opus Development Agreement
Page 7 of 15
February 3, 1997
.
.
.
.
?;s
security to insure that the Improvements described in Subparagraph 5.3.2(a)(i) and
(iv) above will be constructed prior to issuance of the first Certificate of Occupancy
for any building which is part of the Project. The performance bond or other security
shall be in an amount equal to 100% of the engineer's estimate of the cost to
construct the improvements (including design, engineering, administration, and
inspection) and the labor and materials bond shall be in an amount equal to 50% of
the engineer's estimate. The bonds shall be written by a surety licensed to conduct
business in the State of California and approved by CITY's City Manager.
(iv) Right to Construct Additional Road Improvements
With the prior written consent of CIITs Public Works Director,
DEVELOPER may construct roadway improvements which are not described in this
Exhibit B if such improvements are described in the resolution establishing the
Eastern Dublin Traffic Impact Fee and if such improvements are constructed in their
ultimate location. If the DEVELOPER proposes to extend Arnold Road to Dublin
Boulevard, the intersection of Dublin Boulevard and Arnold Road shall be widened
to accommodate right and left turn lanes from Dublin Boulevard to Arnold Drive.
DEVELOPER shall be required to enter into an Improvement Agreement and
provide bonds for such improvements, as provided in Subsection (b )(ii) and (iii)
above, prior to construction. CITY shall provide a credit to DEVELOPER for the
cost of such improvements in the manner and subject to the conditions provided in
Subparagraph 5.3.6, Subsections (a), (b) and (c).
Subparagraph 5.3.3 -- Phasing. Timing
This Agreement contains no requirements that DEVELOPER must initiate or
complete development of the Project or any phase of the Project within any period of
time set by CITY. It is the intention of this provision that DEVELOPER be able to
develop the Property in accordance with its own time schedules. The conditions
contained in this Exhibit B shall become applicable at the time set forth herein once
DEVELOPER initiates the Project.
Subparagraph 5.3.4 -- Financing Plan
Except as provided in Subparagraph 5.3.2(b)(i) (Completion May Be
Deferred), DEVELOPER will provide all infrastructure described in Subparagraph
5.3.2(a)(i)(A) prior to issuance of the first Certificate of Occupancy for the Project.
Exhibit B
Opus Development Agreement
Page 8 of 15
February 3, 1997
DEVELOPER intends to install all road improvements necessary for the
Project at its mvn cost (subject to credit for any Traffic Impact Fees as provrided in .
Subparagraph 5.3.6 below).
Other infrastructure necessary to provide sewer, potable water, and recycled
water services to the Project will be made available by the Dublin San Ramon
Services District. DEVELOPER has entered into an "Area Wide Facilities Agreement"
with the Dublin San Ramon Services District to pay for the cost of exi.e~ding such
services to the Project. Such senrices shall be provided as set forth in Subparagraph
5.3.2(a)(ii) and (iii) above.
Subparagraph 5.3.5 -- Fees. Dedications
Subsection a.
Traffic Impact Fees.
DEVELOPER shall pay all traffic impact fees applicable to the Project which
are in effect at the time of issuance of any building permit for the Project. Such fees
include the Traffic Impact Fee for Eastern Dublin established by Resolution No. 41-
96, including any future amendments to such fee.
In applying the provisions of Resolution No. 41 p96, establishing the Traffic .
Impact Fee for Eastern Dublin, and any amendments thereto, to the Project the
amount of the traffic impact fee shall be based on the actual use of each building for
which a building permit is requested. If such use is not known at the time of
issuance of the building perrnit, the amount of such fees shall be based on "industrial"
and shall be adjusted (by increase or decrease) at time of Certificate of Occupancy if
the actual use is known.
DEVELOPER and CITY acknowledge that DEVELOPER is entitled to certain
credits ("1991 Credits") against paYment of the Traffic Impact Fee for Eastern Dublin
by separate agreements previously entered into between DEVELOPER and CITY in
1991. DEVELOPER agrees that, notwithstanding its entitlement to such 1991
Credits, it will not apply its 1991 Credits against paYment of the "Section 2" and
"Section 3" portion of the Traffic Impact Fee for Eastern Dublin but "rill, rather, pay
such fees in cash.
DEVELOPER further agrees that it will use the 1991 Credits against onephalf
(112) of the "Section 1" portion of the Traffic Impact Fee for Eastern Dublin. CITY
shall determine which of the 1991 Credits shall be used pursuant to this paragraph.
Exhibit B
Opus Development Agreement
Page 9 of 15
February 3, 1997
.
j~
.
.
.
Subsection b.
Traffic Impact Fee to Reimburse Pleasanton for
Freeway Interchanges.
DEVELOPER shall pay the Eastern Dublin 1-580 Interchange Fee established
by City of Dublin Resolution No. 11-96 or any subsequent resolution which revises
such Fee if such Fee is effective at the time of issuance of any building permits for the
Project. DEVELOPER shall be released from its obligation, as set forth in the
preceding sentence, if a lawsuit is filed challenging the Project approvals, this
Agreement, the City's compliance with CEQA for the Project, the Eastern Dublin
Traffic Impact Fee or any other aspect of the development of the Property.
In applying the provisions of Resolution No. 11-96, establishing the Eastern
Dublin 1-580 Interchange Fee, and any amendments thereto to the Project, the
amount of the traffic impact fee shall be based on the actual use of each building for
which a building permit is requested. If such use is not known at the time of
issuance of the building permit, the amount of such fees shall be based on "industrial"
and shall be adjusted (by increase or decrease) at time of Certificate of Occupancy if
the actual use is known.
Subsection c.
Public Facilities Fees.
DEVELOPER shall pay a Public Facilities Fee in the amounts and at the times
set forth in City of Dublin Resolution No. 32-96, adopted by the City Council on
March 26, 1996, or in the amounts and at the times set forth in any resolution
revising the amount of the Public Facilities Fee.
In applying the provisions of Resolution No. 32-96, establishing the Public
Facilities Fee, and any amendments thereto to the Project, the amount of the Public
Facilities Fee shall be based on the actual use of each building for which a building
permit is requested. If such use is not known at the time of issuance of the building
permit, the amount of such fees shall be based on an "industrial" use and shall be
adjusted (by increase or decrease) at time of Certificate of Occupancy.
Subsection d.
Noise Mitigation Fee.
DEVELOPER shall pay a Noise Mitigation Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council
on March 26, 1996.
Exhibit B
Opus Development Agreement
Page 10 of 15
February 3, 1997
;?
Subsection e.
School Impact Fees and Fire Impact Fees.
School impact fees shall be paid by DEVELOPER in accordance with
Government Code section 53080.
.
Any fire capital impact fees shall be paid by DEVELOPER in accordance with
applicable requirements of the Dougherty Regional Fire Authority (DRFA) if the fee
is imposed prior to July 1, 1997, or in accordance with applicable requirements of the
CITY if the fee is imposed on July 1, 1997 or following. Such fees shall be deemed to
be "imposed" when the tentative map is approved. "Applicable requirements" include
both the amount of the fee and the timing of payment of the fee, prO\rided however
that if the amount of the fee would be more under the applicable requirements of
CITY then DEVELOPER shall pay the fee based on CITY's requirements even if the
fee is imposed by DRFA prior to July I, 1997.
Subsection f.
Regional Transportation Impact Fee.
In the event that the Tri-Valley Transportation Council recommends and the
City Council adopts a Regional Transportation Impact Fee to pay for regional
transportation improvements in the Tri-Valley area, DEVELOPER will pay any such
fee in effect at the time of issuance of any building permits for the Project. By so .
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
fee.
Subsection g.
Specific Plan Implementation Fee
Prior to approval of its parcel map, DEVELOPER shall pay a "Specific Plan
Implementation Fee". The amount of the fee shall be the Project's pro rata share on
an acreage basis of CITYs then current costs for implementation of the Specific Plan
and the mitigation measures of the final Environmental Impact Report for the
Specific Plan.
Subsection h.
Dedications
DEVELOPER agrees to dedicate the following property required for roadway
improvements to CITY in fee simple and both the land and groundwater shall be free
of hazardous substances:
I. Four lanes, median and landscaped parkway of Hacienda Drive from
3tE
Exhibit B
Opus Development Agreement
Page 11 of 15
February 3, 1997
.
.
.
.
39
Dublin Boulevard to Gleason Drive.
2. Four lanes, median and landscaped parkway of Gleason Drive from
Arnold Road to Hacienda Drive.
3. Four lanes, median and landscaped parkway of Arnold Road from
Gleason Drive to the southerly property line of the Property.
4. Any additional right of way necessary to construct the intersection
improvements and transitions listed in Subparagraph 5.3 .2a(i)(A)( 4) above.
Subparagraph 5.3.6 -- Reimbursement/Credit
Subsection a.
Traffic Impact Fees/Credit
CITY shall provide a credit to DEVELOPER for the improvements described
in Subparagraph 5.3.2, subsection (a)(i)(C)( 1 )-(2) (Tassajara Road/Gleason Drive;
Dublin Boulevard between Hacienda Drive and BART Station) and 12 feet of
roadway improvements along Arnold Road described in Subparagraph 5.3.2,
Subsection (a)(i)(A)(3), if such improvements are described in the resolution
establishing tile Eastern Dublin Traffic Impact Fee and if such improvements are
constructed in their ultimate location.
The amount of the credit to be given shall be detem1ined by CI'I'YS Public
Vv orks Director at the time of payment of the Eastern Dublin Traffic Impact Fee
using the costs of construction used by CITY in calculating and establishing the
Traffic Impact Fee. The amount of the credit, once established, shall not be
increased for inflation nor shall interest accrue on the amount of the credit.
The credit shall be applied against the "Section I" portion of the traffic impact
fees required to be paid pursuant to Subsection (a) of Subparagraph 5.3.5.
Subsection b.
Right-of-Way Dedications/Credits
CITY shall provide a credit to DEVELOPER for the following TIF area right-
of-way to be dedicated by DEVELOPER to CITY which is required for roadway
improvements which are described in the resolution establishing the Eastern Dublin
Traffic Impact Fee:
Exhibit B
Opus Development Agreement
Page 12 of 15
February 3, 1997
1.
Two lanes, median and parkways of Hacienda Drive from Dublin
Boulevard to Gleason Drive (112 feet maximum total).
.
2. Two lanes, median and parkways of Gleason Drive from Arnold
Road to Hacienda Drive (102 feet total).
3. Two lanes, median, parkways and drainage channel of Arnold
Road from Gleason Drive to the southerly property line of the
Property (80 foot street right-of-way and DEVELOPER'S
easement interest in 30 feet of additional right-of-\vay adjacent to
Army lands).
The amount of the credit to be given shall be detem1ined by CITY's Public
\Alorks Director at the time of payment of the Eastern Dublin Traffic Impact Fee
using the right-of-way values used by CITY in calculating and establishing the Traffic
Impact Fee. The amount of the credit, once established, shall not be increased for
inflation nor shall interest accrue on the amount of the credit.
The credit shall be applied against the "Section 1" portion of the traffic
impact fees required to be paid pursuant to Subsection (a) of Subparagraph 5.3.5.
Subsection c.
Use of Excess Credits
..
In the event that credits referred to in Subsections (a) and (b) of this
Subparagraph 5.3.6 (TIF Credit for Tassajara Road/Gleason, Dublin Boulevard
between Hacienda Drive and BART station, and 12 feet of improvements along
Arnold Road; and credit for right-of-way) are in excess of the amount of credits which
can be applied against the traffic impact fee payable pursuant to Subsection (a) of
Subparagraph 5.3.5 (i.e., one-half of the "Section 1" portion of the Traffic Impact for
Eastern Dublin), DEVELOPER shall be entitled to "bank" such credits (referred to as
"Excess Credits") and may use them as provided herein. The Excess Credits shall not
bear interest, nor shall the amount thereof be increased for inflation. The Excess
Credits may only be used for future projects on DEVELOPER'S "Santa Rita"
property.
Subsection d.
Illustrative Example
The following is an example for purposes of illustration only and not using
actual numbers of how the payment of the Traffic Impact Fee would be accomplished
in cash and through the use of credits: .
ljo
Exhibit B
Opus Development Agreement
Page 13 of 15
February 3, 1997
.
.
.
Traffic Impact Fee
Section I
Section 2
Section 3
$1,500,000
$ 450,000
$ 192,850
Total:
$ 2,142,850
Credit for Construction of Improvements and Dedication of Right-of-Way
TIF Credits for Construction
(Exhibit B, ~5.3.6(a)) $ 100,000
Right-of-Way credit
(Exhibit B, ~5.3.6(b)) $1,300,000
Total: $1,400,000
Payment of Traffic Impact Fees
Section I
$750,000 paid by use of prior credit from
Roadway Agreement (" 1991
credits")
$750,000 paid by use of new credit for
right-of-way dedicated and road
improvements construction as
part of project
Section 2
$450,000 cash
Section 3
$192,850 cash
"Excess Credits" if any
(Exhibit B, ~5.3.6 (c))
$650,000
~I
Exhibit B
Opus Development Agreement
Page 14 of 15
February 3, 1997
Subparagraph 5.3.7 -- Miscellaneous
Subsection a.
Landscaping Maintenance Along Streets and Creek
CITY has fOffi1ed a landscape maintenance district known as the "Landscape
Iv1aintenance Assessment District No. 97-1 (Santa Rita Area)" pursuant to a petition
from DEVELOPER, and imposed an assessment against the Property to pay for street
and creek landscape maintenance. In addition, on September 24, 1996,
DEVELOPER recorded a Declaration of Covenants, Conditions and Restrictions
which covers the Property, whereby DEVELOPER, on behalf of itself and its
successors, has covenanted to pay a "Deed Assessment" to CITY for maintenance of
street and creek landscaping.
EHS:rja
J ;\WPD\MNRSW\114\AGREE\86\OPUSEXB.203
u)
Exhibit B
Opus Development Agreement
Page 15 of 15
February 3, 1997
.
.
.
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