Loading...
HomeMy WebLinkAboutCC Resolution 10026 (Fair, Isaac & Co)RESOLUTION _ 10 0 2 6 A RESOLUTION AUTHORIZING THE SIGNING OF A DEVELOPMENT AGREEMENT FOR THE FAIR, ISAAC OFFICE PARK PROJECT (SECOND STREET, LINDARO STREET AND LINCOLN AVENUE) THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES as follows: The VICE MAYOR and CITY CLERK are authorized to execute, on behalf of the City of San Rafael, a Development Agreement with Fair, Isaac and Company, Inc. and Village Builders, L.P., a copy of which is hereby attached and by this reference made a part hereof. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on Tuesday the seventeenth day of February 1998, by the following vote, to wit: AYES: COUNCILMEMBERS: COHEN, HELLER, MILLER AND VICE -MAYOR PHILLIPS NOES: COUNCIL MEMBERS: N 0 N E ABSENT/ COUNCILMEMBERS: MAYOR BORO (Due to conflict of interest) DISQUALIFIED: M. LEON INI, City Clerk F Irjvnf I �i IVA RECORDING REQUESTED BY: WHEN RECORDED MAIL TO: CITY OF SAN RAFAEL DePar+ment of City Clerk N.U. Box 151560 1400 Fifth Avenue San Rafael, CA 94915-1560 (415) 485-3066 98 � ��,=1� I45� 1�L c F'ee 446. 00 I :heck 446.00 Recorded I Official Records I County of I MARIN I JOAN C THAYER I Recorder I 20pm 9 -Apr -96 I XX 146 THIS SPACE FOR RECORDERS USE ONLY DEVELOPMENT AGREEMENT, dated February 17, 1998, by and among: Village Builders, L.P., the City of San Rafael, and Fair, Isaac and Company, Inc. THIS PAGE IS ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ADDITIONAL RECORDING FEE APPLIES COPY 98-0—='245 DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT ("Development Agreement") is entered into this 17th day February, 1998, by and among the following parties: Village Builders, L.P., a California limited partnership ("Village"), the City of San Rafael, a municipal corporation ("City"), and Fair, Isaac and Company, Inc., a Delaware corporation ("Fair, Isaac"). The interests of each party are as more specifically described in the Recitals section of this Development Agreement. Village and Fair, Isaac are in this Development Agreement collectively referred to as "Developer". This Development Agreement is entered into pursuant to the authority set forth in California Government Code Sections 65864 through 65869.5 and San Rafael Municipal Code Section 14.16.100, and is executed under the following facts, circumstances and understandings of the parties. RECITALS: A. The State Development Agreement Law authorizes the City to enter into development agreements in connection with the development of real property within its jurisdiction by persons with a requisite legal or equitable interest in the real property which is the subject of a development agreement. The State Development Agreement Law also authorizes the City to enact, by resolution or ordinance, procedures or requirements for the consideration of development agreements, to meet the goals of the State Development Agreement Law, to conserve resources, reduce development costs to the consumer and encourage investment in and a commitment to comprehensive planning to maximize the efficient utilization of resources at the least economic cost to the general public. B. The City has enacted City Council Resolution No. 6089 establishing the procedures and requirement for the consideration of this Agreement and thereunder pursuant to the State Development Agreement Law. C. The City has determined that the Project is a development for which a development agreement is appropriate in order to achieve the goals and objectives of the City's land use planning policies and to provide appropriate assurances to Developer regarding its ability to complete the Project. This will in tum eliminate uncertainty in planning for and secure orderly development of the Project, assure progressive installation of necessary improvements and provision for public services appropriate to each stage of development of the Project, and otherwise achieve the goals and purposes of which the Development Agreement Resolution was enacted by the City. In exchange for these benefits to the City, Developer desires to receive the assurance that it may proceed with the Project in accordance Law Office of Cecilia B. Bridges 2-11-98 -C 0 Fy with the Existing Ordinances, subject to the terms and conditions contained in this Development Agreement. D. In March, 1996, the City and Village prepared and presented to the management of Fair, Isaac, a conceptual plan for a "Fair Isaac Corporate Campus - San Rafael Gateway" to be located in Downtown San Rafael (attached as Exhibit A). This corporate campus was to be located at a site bounded on the north by Second Street, on the south by the Andersen Drive Extension, on the west by the existing Pacific Gas & Electric Company (PG&E) substation, and on the east by Mahon Creek. The concept presented was to master plan the site to meet the needs and corporate culture of Fair, Isaac. With a broad consensus of the San Rafael Vision Committee and "unparalleled community support" for Fair, Isaac to locate in Downtown San Rafael, City administration and its Redevelopment Agency committed themselves to facilitating review of applications for development of a Fair, Isaac corporate campus within walking distance of Downtown San Rafael on the vacant site which had previously been used as a PG&E service center and adjacent City property used as the City's corporation yard. In 1996, the Fair, Isaac Board of Directors selected the site in Downtown San Rafael, as presented to it by the City and Village, as the location that could best achieve the majority of their project goals and objectives and initiated the process to make the "Fair, Isaac Corporate Campus - San Rafael Gateway" a reality. In March, 1997, Village made application to the City for approval of the "Fair, Isaac Office Park Project" on the prior PG&E service center and City corporation yard site. E. Village has an interest as a purchaser from Pacific Gas and Electric Company in a portion of the Property, which portion is, more particularly described in Exhibit B, and referred to herein as the "Property - Western Parcel and Central Parcel". F. City is the owner of real property located within the City of San Rafael, County of Marin, State of California, more particularly described in Exhibit C, and referred to herein as the "Property - Eastern Parcel" which is currently in use as the City's corporation yard. In July 1996, the City adopted Resolution No. 9634 stating that "the Agency (Redevelopment Agency) and the City desire to include the Corporation Yard Property in the Fair, Isaac, Inc. Development..." (Exhibit D). G. Fair, Isaac has an interest as a purchaser from Village in the Property - Western and Central Parcel. On November 26, 1997, Fair, Isaac entered into an option agreement with Village which grants to Fair, Isaac an option to purchase the Property - Western Parcel and Central Parcel with the intention of constructing an office complex thereon to accommodate Law Office of Cecilia B. Bridges 2-11-98 2 future growth. On December 1, 1997, Fair, Isaac exercised its option to purchase the land, subject to closing conditions, including receipt of required governmental approvals for development of the proposed office complex. Fair, Isaac has an interest as a purchaser from City in the Property - Eastern Parcel under the agreement with the San Rafael Redevelopment Agency entered into on February 17, 1998. H. City is willing to enter into the Development Agreement with Village and Fair, Isaac because the public benefits of the Fair, Isaac Office Park Project include: (1) conversion of a blighted vacant site in Downtown San Rafael to a high quality office development that will support and contribute to the vitality of the remainder of Downtown San Rafael as well as to the economic base of the entire City; (2) development of the Downtown site in a manner which is supported by and consistent with the City's Vision Committee, the Business Improvement District, the San Rafael Chamber of Commerce and other city and community organizations; (3) development of the Downtown site with buildings which will be seen as an attractive gateway to the City and which are consistent with Our Vision of Downtown San Rafael for the Lindaro Office District; (4) a development which will provide dedications, contributions and/or improvements to roads, sewer, water, drainage, landscaping, and irrigation to serve the proposed development as well as the public, including but not limited to: (a) public improvements of Second Street adding a fourth travel lane and at the intersection with Lincoln Avenue a fifth lane for right- turns and (b) public improvements to Lincoln Avenue and Lindaro Street; (5) improvements for a public path and landscaping for the Mahon Creek Conceptual Plan; and (6) inclusion in the Project of property within the Downtown area which is presently underused as a City corporation yard. I. City, Village and Fair, Isaac desire to enter into this Development Agreement to secure the public benefits enumerated in the Recitals and to vest the entitlements created by the Vested Approvals in Fair, Isaac and the Property, upon all of the terms and conditions thereof, as provided pursuant to Government Code Sections 65864 et seq. J. The City Council completed its public hearing on the Development Agreement on February 17, 1998, and has received and reviewed and acted upon the recommendation of the Planning Commission set forth in Resolution No. 98-2 (Exhibit E), stating that this Development Agreement: Law Office of Cecilia B. Bridges 2-11-98 (1) is consistent with the objectives, policies, general land uses and programs specified in the City's General Plan and is otherwise consistent with the General Plan and all applicable City ordinances, rules and regulations; (2) is compatible with the uses authorized in, and the regulations prescribed for, the land use district in which the real property is located; (3) is in conformity with public convenience, general welfare and good land use practice; and, (4) is, in its implementation, in the best interest of City and the health, safety and general welfare of its residents. K. The City Council, having completed its public hearing, finds that the provisions of this Development Agreement are consistent with the City General Plan and with the provisions of the General Plan applying to the Downtown and Lindaro Office District and that the environmental impacts of the development contemplated herein were fully considered in the Final Environmental Impact Report prepared and certified by City and complies in all respects with the requirements of the California Environmental Quality Act. So finding, the City approves entry into this Development Agreement by adoption of Ordinance No. 1722. The findings of said Ordinance No. 1722 are incorporated in this Development Agreement as recitals by this reference. L. The above Recitals to this Development Agreement are incorporated herein by this reference. NOW, THEREFORE, pursuant to the authority contained in Government Code sections 65864 et seq., and in consideration of the mutual covenants and promises of the parties herein contained, the parties agree as follows: Article 1. Definitions. 1.1 Defined Terms. Each reference in this Development Agreement to any of the following terms shall have the meaning set forth below for each such term. 1.2 Affiliate. A Person which directly or indirectly controls, is controlled by, or is under common control with Fair, Isaac, or a Person at least a majority of whose economic interest is owned by Fair, Isaac. 1.3 Approvals. All amendments to any Ordinances and Development Policies heretofore or hereafter enacted, necessary or appropriate to confer the requisite lawful right of Developer to develop the Project, and any and all permits or approvals of any kind or character required under the Ordinances and Development Policies in order to develop the Project. 1.4 Development Agreement Leqislation. California Government Code section 65864 et seq., enacted by the Legislature to strengthen the public planning process, encourage private participation in comprehensive planning, reduce the economic costs of Law Office of Cecilia B. Bridges 2-11-98 4 development and give assurances to the applicant for a development project, authorizes the City and an applicant for a development project, to enter into a development agreement, establishing certain development rights for the development of property that is the subject of a development project application. 1.5 Development Aqreement Ordinance and Resolution. City Municipal Code section 14.16. 100 and City Resolution 6089, including "Appendix A: Regulations Establishing Procedures and Requirements for Consideration of Development Agreements", adopted pursuant to the Development Agreement Legislation, and as adopted on the Effective Date of this Development Agreement. 1.6 Enacting Ordinance and Resolution. Ordinance No. 1722, enacted by the City Council of San Rafael on February 17, 1998, approving this Development Agreement, (attached as Exhibit F) ; and Resolution No. 10026 , adopted by the City Council of San Rafael on February 17, 1998, authorizing execution of this Development Agreement by the Vice - Mayor as of the Effective Date of the Enacting Ordinance (attached as Exhibit G). 1.7 Exactions. All exactions imposed upon the Project through conditions of approval, in lieu fees or payments, dedication or reservation requirements, obligations for on - or off-site improvements or construction requirements for public improvements or public facilities, or services called for in connection with the development of or construction on property under the Ordinances, whether such exactions constitute subdivision improvements, mitigation measures, or impositions made under other Ordinances or in order to make a project approval consistent with the City's laws or procedures. 1.8 Existing Fees. All application fees, processing fees, regulatory fees, in lieu fees or payments, set by the City, including any fee or charge imposed in connection with the development of the Property and/or imposed to mitigate adverse environmental impacts which are either: (a) as set forth in City of San Rafael Master Fee Schedule- Table 1, pages 1-15, as imposed by City at the Effective Date (attached as Exhibit H), or (b) as specified in the Vested Approvals; except that fees charged by the San Rafael Sanitation District shall neither be included in this definition or so limited. 1.9 Existing Ordinances. The Ordinances and Development Policies of the City that were in effect on the Effective Date of this Development Agreement. 1.10 Ordinances and Development Policies. Consistent with the provisions of Government Code section 65866, the ordinances, resolutions, codes, General Plan, rules, regulations and official policies of the City of San Rafael, governing the permitted uses of land, governing density or intensity of development, and governing design, improvement and Law Office of Cecilia B. Bridges 2-11-98 construction standards and specifications, any and all which may be applicable to development of the Property. Included in such laws, ordinances, uniform codes, and rules or regulations are those which pertain to or impose life -safety, fire protection, mechanical, electrical and/or building integrity requirements and are adopted and effective as of December, 1997 (Uniform Building Code and Uniform Fire Code, 1994 editions, as amended by the City). 1.11 Person. Any person, partnership, corporation, municipal corporation, governmental board, body, agency or representative, or other form of organization or entity. 1.12 Project. The phased office development and all associated amenities, including, but not limited to surface and structured parking, landscaping, and on- and off- site improvements, contemplated by or embodied within the Vested Approvals for the Fair, Isaac Office Park- Phase I and Phase II, in Lindaro Office District, San Rafael. 1.13 Propertv. The Property, as described and shown in Exhibit I, on which Fair, Isaac intends to develop the Project. Property shall include the Central Parcel and the Western Parcel and the Eastern Parcel, each as described and shown on said Exhibit. 1.14 Propertv - Lot or Parcel. Any lot or parcel created as a result of the subdivision approved in Tentative Map (TS 97-1) and final maps thereof. 1.15 Substitute Developer. Shall consist of any Person who: (i) has a net worth, as of the date of proposed Transfer, which exceeds Two Million Dollars ($2,000,000.00); (ii) who has the development experience, in development of office projects or comparable real estate development projects, to carry out and complete the Project; and (iii) with respect to any Transfer of Phase I (Buildings A and B) which occurs before the issuance of a certificate of completion of construction for Phase I (Buildings A and B), Fair, Isaac shall have at the time of the Transfer entered into a lease agreement to initially occupy Phase I of the Project. 1. 16 Svnthetic Lease Lessor. Shall mean any Person, including Lease Plan North America, Inc., an Illinois corporation, or any Affiliate thereof, to which Fair, Isaac conveys the Property (or any portion thereof), with the obligation to lease the Property (or such portion thereof) back in a Synthetic Lease Transaction, so long as such other Person does not conduct as its primary business the acquisition, development or ownership of real property assets. 1.17 Svnthetic Lease Transaction. Shall mean a transaction whereby Fair, Isaac conveys or causes the conveyance of the Property (or any portion thereof) to a Synthetic Lease Lessor from which Fair, Isaac (or its Affiliate) leases back the Property (or such portion thereof) from such Synthetic Lease Lessor pursuant to a lease which would be categorized under generally accepted accounting principles as an operating lease and which has the following characteristics: (i) the initial term of such lease is less than ten (10) years; and (ii) at the expiration of the term of such Law Office of Cecilia B. Bridges 2-11-98 6 lease, subject to any rights of the tenant to extend the term of the lease, the tenant would be required, at its sole election made not more than two (2) years prior to the expiration of the term of the lease, either to repurchase the property so leased and the improvements thereon for the Synthetic Lease Lessors then outstanding loan balance or, acting as the Synthetic Lease Lessors agent, to sell the property which is the subject of the lease to a third party and to guarantee to the Synthetic Lease Lessor any deficiency between the proceeds of such sale and the Synthetic Lease Lessors then outstanding loan balance, up to a stipulated amount of deficiency. 1.18 Traffic Mitigation Fee. Fee for traffic improvements as set forth Resolution No. 7882, adopted by the City Council on December 19, 1988, and periodically adjusted according to the Lee Saylor Construction Cost Index. 1.19 Transfer. Any voluntary or involuntary sale, transfer, conveyance, or other disposition of fee title to the whole or any part of the Property, or any assignment of this Development Agreement. 1.20 Vested Approvals. Those Approvals for the Project adopted by the City and all conditions thereto as of the Effective Date of this Development Agreement; including the following: 1.20.1 Zoning: Ordinance No. 1721, adopted February 17, 1998, including Exhibit "A" thereto, Fair, Isaac Office Park Master Plan (ZC-97-2) (attached as Exhibit J); 1.20.2 Use Permit: for Phase I and Phase II, as conditioned on February 17, 1998 (UP -97-10) (attached as Exhibit K); 1.20.3 Environmental and Design Review Permit: for Phase I and Phase II, as conditioned on February 17, 1998 (ED -97-24) (attached as Exhibit L); 1.20.4 Tentative Subdivision Map: for Phase I and Phase II, as conditioned on February 17, 1998 (TS -97-1) (attached as Exhibit M); Article 2. Effective Date; Term. 2.1 Effective Date. This Development Agreement shall be effective as of the date the Enacting Ordinance becomes effective pursuant to Government Code section 36937. However, if the Enacting Ordinance is made the subject of a referendum or is challenged by legal action, then the Effective Date shall be the date when the referendum proceedings and/or legal proceedings have been finally concluded. Law Office of Cecilia B. Bridges 2-11-98 7 2.2 Term of This Development Agreement. The Term of this Development Agreement shall commence on the Effective Date and shall continue until the tenth (10th) anniversary of the Effective Date, unless the Term is earlier terminated or extended by amendment as provided by applicable Government Code provisions and City's Development Agreement Ordinance and Resolution. If the Term has not commenced by July 1, 1999, then this Development Agreement shall have no further force or effect unless extended in a written agreement executed by all parties or their successors in interest. Notwithstanding the foregoing however, expiration or termination of this Development Agreement shall not affect any right then vested under California law. 2.3 Term of Approvals. The Vested Approvals and any and all Approvals granted by the City after the Effective Date, shall remain valid for the Term of this Development Agreement. Article 3. Development of Property. 3.1 Development of Property. Fair, Isaac shall have the right to develop the Property, as set forth in the Vested Approvals and in accordance with this Development Agreement. City shall have the right to regulate development of the Property in accordance with the provisions of this Development Agreement. 3.1.1 Vested Aoorovals. Existing Ordinances. and Development Agreement Control. Except as otherwise specified in this Development Agreement, the Vested Approvals and the Existing Ordinances shall control the design, development and construction of the Project, and all on- and off-site improvements and appurtenances in connection therewith, in the manner specified in this Development Agreement. No part of the Vested Approvals may be revised or changed during the Term without the consent of Fair, Isaac, except as may be authorized under Government Code Section 65866 or permitted pursuant to the provisions of Section 3.4 herein. 3.1.2 Conflicting Changes in City Requlations . No future modification of City's code or ordinances, or adoption of any code, ordinance, regulation, whether adopted by the City Council or through the initiative or referendum process, which conflicts with the Vested Approvals or this Development Agreement shall apply to the Property or modify this Development Agreement without amendment hereto to so provide by the parties. 3.2 Proiect. The Project, as set forth in the Vested Approvals, attached hereto as Exhibits J, K, L, and M, includes, but is not limited to, the following: 3.2.1 Permitted uses for single or multi -tenant office park development. Law Office of Cecilia B. Bridges 2-11-98 3.2.2 Density of Use consisting of five (5) office building structures to be erected in Phases, totaling Four Hundred and Six Thousand (406,000) square feet of gross floor area and parking on surface and in two (2) parking structures. 3.2.3 Maximum height of buildings of Seventy Six (76) feet, inclusive of the "Building Height Bonus" approved by the City, as required by the Use Permit (UP 97-10). 3.2.4 Reservation or dedication of land for public purposes as set forth on the Vested Approvals - Tentative Subdivision Map. 3.3 Phasing of the Development of the Propertv. Development of the Property shall occur in two (2) phases: Phase I and Phase II. Phase I and Phase II shall be as described in the Vested Approvals. 3.4 Chanoes in State or Federal Law. In the event that any state or federal laws or regulations, enacted after the Effective Date, prevents or precludes compliance with one or more provisions of this Development Agreement, and the provisions hereof are not entitled to the status of vested right under California law, then the provisions of this Development Agreement shall, to the extent feasible, be modified or suspended as may be necessary to comply with such state or federal laws or regulations. Immediately after enactment of any such state or federal laws or regulations, the parties shall meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect that such modification or suspension would have on the purpose and intent of this Development Agreement. City shall not prohibit Developer's right to contest such law or regulation and seek a declaration that it does not require modification or suspension of provisions of this Development Agreement. If any such challenge is successful, this Development Agreement shall remain unmodified and in full force and effect. 3.5 Future Subdivision of Subject Property, Lot Line Adjustments. Developer shall have the right to process appropriate applications with respect to some or all of the Property for the purpose of adjusting the exact location of lot lines, but not for the purpose of creating additional lots. Nothing herein contained shall be deemed to authorize Developer to subdivide or use any of the Property for purposes of sale, lease or financing in any manner that conflicts with the Subdivision Map Act or with City's Subdivision Ordinance or with the Vested Approvals defined in Section 1.20. 3.6 Development Schedulinq. Developer shall have no obligation to initiate or complete development of any phase of the Project within any period of time except (a) as may Law Office of Cecilia B. Bridges 2-11-98 9 otherwise be stated in a separate agreement or undertaking that is entered into in support of any community facilities or assessment district financing, or (b) as provided in the Subdivision Map Act (Government Code section 66400 et. seq.) or City's subdivision ordinance as applied to subdivision improvement agreements. Article 4. Fees and Exactions 4.1 Development. Reaulatory Mitioation and Application Fees. Only Existing Fees shall be applied to the Project, except that such fees may be increased by the City in accordance with Government Code 66000 et seq. or successor statutes thereto, to reflect changes in the actual costs incurred by the City. The City agrees that new fees which are not in existence on the Effective Date shall not be imposed on the Project or any future Approvals related thereto. 4.2 Construction of Improvements, Pavment to Citv for Construction of Improvements and/or Dedication of Land In -Lieu of Fee Pavment. In any case where the Vested Approvals provide for construction of improvements, payment to the City for construction of improvements or dedication of land, or both, in lieu of payment of an Existing Fee or Exaction, such construction and/or dedication shall constitute full and complete discharge of the obligation of Developer and the Project for the impact and no future development fee or regulatory imposition may be imposed upon the Property or the development of all or any portion thereof for the same or similar purpose. Article 5. Obligations of the Parties. 5.1 Second Street Wideninq and Underqroundinq of 60kv Power Lines. 5. 1.1 Fair, Isaac shall facilitate the widening of Second Street through the following payments and dedications to the City so as to allow the City's construction of necessary Second Street widening; said payments are made to fulfill Fair, Isaac's requirement to pay City's Traffic Mitigation Fee for both Phase I and Phase II of the Project. Fair, Isaac shall make the following payments prior to and as a condition to the issuance of a building permit for Phase I. If such building permit is not issued, then Fair, Isaac shall have no obligations under section 5.1 of this Agreement. Said payments herein described are consistent with Conditions of Approval of the Environmental and Design Review Permit (ED 97-24) and of the Tentative Subdivision Map (TS 97-1): (a) Pay to City Two Hundred and Eleven Thousand and Two Hundred and Seventy -Seven Dollars ($211,277.00) for the City's construction of an additional fourth travel lane commencing at the western property boundary (130 feet west of Lindaro Law Office of Cecilia B. Bridges 2-11-98 10 Street) to Lindaro Street and an additional fourth travel lane commencing at Lindaro Street to a point 400 feet west of Lincoln Avenue. (b) Pay to City One Hundred and Eleven Thousand Dollars ($111,000) for the City's construction of an exclusive right -tum lane from Second Street to Lincoln Avenue, commencing 120 feet west of Lincoln Avenue. (c) Pay to City the Project's fair share, determined to be Seventy - Nine Percent (79%) of the total cost of One Million and Four Thousand and Seventy -Three Dollars ($1,004,073.00) for the City's construction of the widening of Second Street to accommodate: (i) an additional fourth travel land commencing 400 feet west of Lincoln Avenue to Francisco Boulevard West; (ii) an additional fifth travel lane from Francisco Boulevard West to Hetherton Street on-ramp to Highway 101; and (iii) an additional right -tum lane commencing at the intersection of Lincoln Avenue to Francisco Boulevard West. The Project's fair share contribution to the public improvements referred to herein shall be Seven Hundred and Ninety -Three Thousand and Two Hundred and Eighteen Dollars ( $793,218.00). (d) Dedication of land area along the Property frontage for said improvements as described in the Tentative Subdivision Map attached as Exhibit M. 5.1.2 City shall use all of its best efforts, resources and influence with other involved agencies and related providers to complete widening of Second Street to enable Fair, Isaac to occupy Phase I of the Project by October 1, 1999. City has no legal obligation to complete widening of Second Street by October 1, 1999. City's efforts shall include the following alternative action plans: (a) design and construct the widening of Second Street concurrent with undergrounding of the above -ground utility lines and wires existing adjacent to Second Street, including removal of supporting poles and other structures used in connection with such above -ground line; said undergrounding to be at expense of City in Lindaro undergrounding district; or (b) design and construct the widening of Second Street so that said construction takes place prior to and separate from undergrounding of the above -ground utility lines and wires adjacent to Second Street, including any necessary moving of supporting poles and other structures used in connection with the above -ground lines, to a temporary location which will enable the widening of Second Street to be completed; said undergrounding to be at expense of City in Lindaro undergrounding district. 5.1.3 If Phase I buildings are ready for occupancy prior to completion of the Second Street improvements referenced herein, City agrees to permit occupancy by Fair, Isaac of Phase I buildings provided that Fair Isaac commits to provide and implement a plan of transportation systems management (TSM) measures for any interim period while construction Law Office of Cecilia B. Bridges 2-11-98 11 of the widening of Second Street is being completed which will, to City's reasonable assurance, maintain General Plan level of service (LOS) standards for the intersection of Second Street and Netherton Street. City agrees to apply similar TSM requirements to any approvals granted to proposed projects in the Downtown, including redevelopment of the old Macy's site and the proposed location of Kaiser Medical Offices at Third and A Streets. 5.2 Mahon Creek Conceptual Plan Improvements. 5.2.1 Fair, Isaac shall pay to City a total sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) for the following specified improvements or portion thereof of the Mahon Creek Conceptual Plan: (1) a pedestrian and bicycle path from Lindaro to Francisco Boulevard West, and (2) a portion of wetlands and creek buffer landscaping improvements. Said improvements shall be located on the south side of Mahon Creek between Lindaro Street and Francisco Boulevard West, as herein described in Exhibit N. Payment by Fair, Isaac to City shall be made following issuance of a building permit for Phase I of the Project in response to a request by City, but no sooner than 60 days before anticipated commencement of construction of said improvements. If such building permit is not issued, then Fair, Isaac shall have no obligation under section 5.2 of this Agreement. City and Developer agree that Developer has no obligation as to preparation of the final design plans, construction, operation, maintenance, or liability of the facilities funded herein. 5.3 Relocation of Citv Corporation Yard. 5.3.1 Fair, Isaac shall cooperate with the City for purchase of the Property - Eastern Parcel and relocation of the City corporation yard as specified in the Owner Participation, Disposition and Development Agreement, adopted February 17, 1998, by the San Rafael Redevelopment Agency. 5.3.2 City shall act consistent with Resolution No. 9634 to take all steps necessary to enter into an agreement for conveyance of the Property - Eastern Parcel from the Redevelopment Agency to Fair, Isaac for inclusion in the Fair, Isaac Office Park as specified in the Owner Participation, Disposition and Development Agreement, adopted February 17, 1998, by the San Rafael Redevelopment Agency. 5.4 Relocation of 115 KV Line. 5.4.1 City shall cause the above -ground 115 KV electric lines in the locations shown on Exhibit O to be relocated as shown on that Exhibit and shall remove all existing supporting poles and other structures used in connection with such lines. City shall make all best efforts to coordinate and schedule such work to correspond to the construction of the Law Office of Cecilia B. Bridges 2-11-98 12 improvements on the Property and shall endeavor to complete such work on or before October 1, 1999. Article 6. Future Processing 6.1 Timelv Review of all Submittals Required by Vested Approvals. City shall act in good faith to cooperate with Developer as may be necessary to provide timely review of submittals from Developer which may be required by the Vested Approvals, including those submittals requiring additional review and approval by the City's Design Review Board. The scope of City's review of submittals shall be conducted in accordance with Vested Approvals and this Development Agreement. 6.2 Exercise of the Power of Eminent Domain. At the request of Fair, Isaac, only, and upon condition that the requesting party indemnifies City against all costs and expenses, including attorneys fees and expert costs, and all compensation liability that it may incur in any such action, City shall promptly initiate and prosecute such action as may be required to acquire any property interest required for a public facility or improvement that has been identified in the Vested Approvals. If said property cannot be acquired without resort to the City's power of eminent domain, then the City agrees to consider adoption of a resolution of necessity to condemn such property. The Vested Approvals shall provide the basis for such findings to the maximum extent permissible under law. Nothing in this paragraph shall be construed to obligate the City to condemn any property or to adopt a resolution of necessity for any property. If City does exercise its power of eminent domain, if so requested by the indemnifying party, City's obligation hereunder shall include, but without limitation, the obligation to seek and procure orders of immediate possession, upon condition that the indemnifying party post such amounts as may be required as payments to secure such an order. Article 7. Default 7.1 Events of Default and Notice. Subject to extensions of time as provided herein, material failure or delay by any party to perform any term or provision of this Development Agreement constitutes a default hereunder. Upon default under this Development Agreement, the party claiming such default or breach shall give the breaching party not less than thirty (30) days notice, by method described in Section 15.3 of this Development Agreement, specifying in detail the nature of the alleged default and, when appropriate, the manner in which said default can satisfactorily be cured. During any such thirty (30) day cure period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. After proper notice and either: (i) expiration of said thirty (30) day cure period Law Office of Cecilia B. Bridges 2-11-98 13 without cure, or (ii) if such cure cannot possibly be completed in a thirty (30) day period but the party charged has not commenced cure or pursued cure with diligent effort, the party to this Development Agreement that has given notice of default may, at its option, institute legal proceedings to enforce this Development Agreement or give notice of intent to terminate this Development Agreement, pursuant to Development Agreement Legislation. Any determination of default (or any determination of failure to demonstrate good faith compliance as a part of annual review) made by City against any other party hereto, shall be based upon written findings supported by substantial evidence in the record. In no event shall a party be entitled to damages for another party's breach or default under this Development Agreement. 7.2 No Waiver. Any failure or delay by a party to assert any of its rights or remedies as to any default for period of not to exceed one (1) year shall not operate as a waiver of any default or of any such rights or remedies; nor shall such failure or delay deprive any such party of its right to institute and maintain any actions or proceedings that it may deem necessary to protect, assert or enforce any such rights or remedies. 7.3 Judicial Review. Any purported termination of this Development Agreement for alleged default shall be subject to review in the Superior Court of the County of Marin pursuant to Code of Civil Procedure § 1094.5 (c). 7.4 Default Remedies Limited to Effected Parcel. Notwithstanding anything to the contrary herein contained, no default hereunder in performance of a covenant or obligation with respect to any portion of the Property shall constitute a default applicable to any other portion of the Property, and any remedy arising by reason of such default shall apply solely to the Property - Lot or Parcel where the default has occurred. Any liability arising by reason of such default shall be the liability and obligation solely of the owner or owners of the Property - Lot or Parcel where or with respect to which the default has occurred. 7.5 Copies of Default Notices. The owner of any Property - Lot or Parcel shall have the right to request copies of a notice of default given to the owner of any other Property - Lot or Parcel. City, and any owners of other portions of the Property to whom such request has been made, shall honor the same and provide such notice in the manner and to the address specified in the request. Article 8. Annual Review 8.1 Annual Review. Good faith compliance by Developer with the provisions hereof shall be subject to annual review as provided in pertinent Government Code provision relating thereto and in the Development Agreement Ordinance and Resolution, specifically as set forth Law Office of Cecilia B. Bridges 2-11-98 14 in section 601 through 606 of adopted procedures. All references therein to the "Planning Director' shall be interpreted to mean the "Community Development Director". 8.2 Failure to Conduct Review, etc. If City fails by July 1 of any year, either to: (i) conduct the annual review for any year, or (ii) notify Developer in writing of City's determination as to compliance or noncompliance with the terms of this Development Agreement, such failure shall constitute an approval of Developer's compliance with the terms hereof for purposes of the annual review to be conducted within said year. 8.3 Notice of Compliance. City shall provide a written "Notice of Compliance" in recordable form, duly executed and acknowledged by City, whether City's annual review has resulted in a determination of compliance or compliance is deemed found pursuant to the preceding subparagraph. Any person owning a portion of the Subject Property shall have the right to record such Notice of Compliance. Article 9. Permitted Delays 9.1 Permitted Delays. Performance by any party of its obligations hereunder (other than for payment of money) shall be excused during any period of "Excusable Delay" as hereinafter defined. For purposes hereof Excusable Delay shall include delay beyond the reasonable control of the party claiming the delay (and despite the good faith efforts of such party) including (i) act of God, (ii) civil commotion, (iii) riots, (iv) strikes, picketing or other labor disputes, (v) shortages of materials or supplies, (vi) damage to work in progress by reason of fire, floods, earthquake or other casualties, (vii) failure, delay or inability of the other party to act, (viii) inability of City, after requests by Developer, to hold hearings necessary to take the actions contemplated in Section 6.1 (timely processing) and Section 6.2 (eminent domain consideration) hereof, (ix) delay caused by governmental restrictions imposed or mandated by other governmental entities, (x) enactment of conflicting state or federal laws or regulations, (xi) judicial decisions or similar basis for excused performance; (xii) litigation brought by a third party attacking the validity of this Development Agreement, any of the approvals, or any permit, ordinance, entitlement or other action necessary for development of the Property or any portion thereof, shall constitute an excusable delay as to the Property or the owner affected; provided, however, that any party claiming delay shall promptly notify the other party (or parties) of any delay hereunder as soon as possible after the same has been ascertained. Article 10. Cooperation of City. 10.1 Other Governmental Permits. 10.1.1 Citv Action. City shall cooperate with Developer in its endeavors to obtain any other permits and approvals as may be required from other governmental or quasi - Law Office of Cecilia B. Bridges 2-11-98 15 governmental agencies having jurisdiction over the Property or portions thereof (such as, for example, but not by way of limitation, public utilities or utility districts and agencies having jurisdiction over transportation facilities and air quality issues) and shall, at the request of Developer, join with Developer in the execution of such permit applications and agreements as may be required to be entered into with any such other agency, so long as the action of that nature will not require City to incur any cost, liability or expense without adequate indemnity against or right of reimbursement therefor. 10. 1.2 Modification of Development Agreement to Obtain Permits, etc. If permits and approvals required from other agencies necessitate amendments to this Development Agreement and/or to one or more of the approvals or other approvals granted by City, provided that appropriate findings, supported by substantial evidence, are made in connection with any such modifications, City shall not unreasonably withhold approval of any amendment mandated by conditions of approval imposed by any other governmental agency. 10.2 Estoppel Certificate. Any party may, at any time, and from time to time, (but no more frequently than four (4) times in any calendar year) deliver written notice to any other party hereto requesting such party to deliver to the requesting party an estoppel certificate, substantially in the form of Exhibit P attached hereto and incorporated herein by reference, certifying the matters set forth in such Exhibit and any other information reasonably requested by the requesting party. A party receiving a request hereunder shall execute and return such certificate within fifteen (15) days following the receipt thereof. Each party acknowledges that such a certificate may be relied upon by third parties, including, without limitation any prospective purchasers or Mortgagee (as defined below) acting in good faith. A certificate provided by City establishing the status of this Development Agreement with respect to any Property - Lot or Parcel shall be in recordable form and may be recorded with respect to the affected Property - Lot or Parcel at the expense of the recording party. Failure to deliver such a certificate within the time specified above shall constitute a conclusive presumption against the party failing to provide the certificate that this Development Agreement is in full force and effect, without modification, except as may be represented by the requesting party, that there are no uncured defaults in the performance of either party except as may be so represented; and such other matters as may have been requested by the requesting party. Article 11. Mortgagee Protection, Certain Rights of Cure. 11.1 Mortoaoee Protection. This Development Agreement shall be superior and senior to any lien encumbering the Property, or any portion thereof, after the date of recording Law Office of Cecilia B. Bridges 2-11-98 16 this Development Agreement (other than liens to secure taxes and assessments levied to raise funds for construction of improvements or for other public purposes), including the lien of any deed of trust or mortgage ("Mortgage"), or any lease of all or any portion of the Property. Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage or any such lease made in good faith and for value, but all of the terms and conditions contained in this Development Agreement shall be binding upon and effective against any person or entity, including any deed of trust beneficiary, mortgagee, or landlord under any such lease ("Mortgagee") who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise. The terms hereof shall be binding upon and effective against any person or entity that acquires title to the Property, or any portion thereof, by foreclosure of or sale under any assessment lien levied by City to raise funds for construction of improvements or for other public purposes. 11.2 Mortgagee Not Obliqated. Notwithstanding the provisions of Section 11.1 above, no Mortgagee shall have any obligation or duty under this Development Agreement to construct or complete the construction of improvements, or to guarantee such construction or completion; 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 this Development Agreement; and provided further, however, that the purchaser or successor to any such Mortgagee shall not be relieved of any such construction obligations, all of which shall immediately reattach upon conveyance by such Mortgagee. 11.3 Notice of Default to MortQagee. If City receives notice from a Mortgagee requesting a copy of any notice of default that may be given to any party hereunder and specifying the address for service thereof, the City shall deliver to such Mortgagee, concurrently with service thereon to such other party, any notice given to such other party. Each Mortgagee shall have the right during the same period available to such other party to cure or remedy, or to commence to cure or remedy, any event of default claimed or any areas of noncompliance set forth in City's notice; however if a Mortgagee has commenced foreclosure the time to cure or remedy shall be extended by sixty (60) days. Article 12. Transfers; Successors 12.1 Transfer By Fair, Isaac. 12. 1.1 Prior to issuance of a certificate of completion of construction, as provided in Article 13 of this Development Agreement, for Buildings A and B together, and Law Office of Cecilia B. Bridges 2-11-98 17 Buildings C, D, and/or E individually, any Transfer by Fair, Isaac of any of the parcels for each such Building to any Person shall be subject to the following conditions: (i ) a Transfer to an Affiliate, to a Synthetic Lease Lessor or to Village Builders, L. P., a California limited partnership, with respect to Phase I (Buildings A and B) shall be at the sole discretion of Fair, Isaac, provided that Fair, Isaac has entered into a lease agreement to initially occupy Phase I of the Project. Fair, Isaac shall submit to City for City's information and verification, reasonably satisfactory evidence that any such transferee satisfies the definition of Affiliate or Synthetic Lease Lessor, (ii) a Transfer to a Substitute Developer shall be subject to approval by City as specified in subsection (iii) of section 12.1.1, below; and (iii) Fair, Isaac may submit to the City a list of up to five proposed Persons for advance approval by the City as Substitute Developers. The City shall grant approval to all of the proposed Persons that satisfy the definition of Substitute Developer set forth in section 1.15 of this Development Agreement. No further approval shall be required for a Transfer to a Person on the list approved by the City as a Substitute Developer, provided the Transfer occurs within one (1) year following the City's approval of the Substitute Developer. 12.1.2 Following issuance of a certificate of completion of construction, as provided in Article 13 of this Development Agreement, for Buildings A and B together, and Buildings C, D, and/or E individually, any Transfer from Fair, Isaac of any number of the parcels for each such Building shall be at Fair, Isaac's sole discretion. 12.2 Release upon Transfer. Upon Transfer, in whole or in part, of Developer's rights and interests under this Development Agreement under Section 12.1 above, Developer shall be released from all obligations with respect to the Property - Lot or Parcel so Transferred, so long as said Transfer was in compliance with Section 12.1 above. In the event that: (i) all or any portion of the rights of Village to acquire the Property - Western Parcel and Central Parcel from PG&E are assigned to Fair, Isaac or its designee, (ii) Fair, Isaac or its designee acquires fee title to all or any portion of the Property - Western Parcel and Central Parcel, or (iii) Fair, Isaac no longer has the right to acquire the rights of Village concerning the purchase of the Property - Western Parcel and Central Parcel from PG&E or to purchase the Property- Western Parcel and Central Parcel from Village; then, the rights and obligations of Village under this Agreement shall be of no force or effect. 12.3 Amendment Request by Owner of Propertv - Lot or Parcel. No owner of less than all of the Property shall have the right to seek or consent to amendment of the terms hereof, to terminate this Development Agreement or enter into an agreement to rescind any Law Office of Cecilia B. Bridges 2-11-98 18 provisions hereof in a manner that is binding upon or affects any of the Property other than that Property - Lot or Parcel which is owned in fee simple by said owner. Any owner of less than all of the Property may, however, seek and consent to an amendment to this Development Agreement if and to the extent that such amendment would affect only the Property - Lot or Parcel owned by such owner. City's review of such an amendment to this Development Agreement shall be limited to consideration of the proposed modification solely as it relates to the Property - Lot or Parcel directly impacted by the modification or as it relates to the specific obligations of the person, firm or entity that owns the land affected by such modification. No unrelated amendments shall be entertained or conditions imposed by City as a condition to approving such a proposed amendment. 12.4 Successors. The burdens and benefits of this Development Agreement shall bind and inure to the benefit of all the successors in interest of the parties. All of the provisions, agreements, rights, powers, standards, terms, covenants and obligations contained in this Development Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons or entity acquiring the Property, or any Property - Lot or Parcel or any portion thereof, or any interest therein, whether by sale, operation of law or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns. All of the provisions of this Development Agreement shall be enforceable during the Term as equitable servitudes and constitute covenants running with the land pursuant to applicable law, 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 City owned property or property interest, (i) is for the benefit of such properties and is a burden upon such property (ii) runs with such properties, and (iii) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof, and shall benefit each party and its property hereunder, and each other person or entity succeeding to an interest in such properties. 12.5 No Third Parties Benefited. No third party that is not a party hereto or a successor or assign of a party hereto, may claim the benefits of any provision hereof; and any third party so benefited in fact shall have no rights greater than those that would be held by any member of the public affected by such actions or enactments without regard to this Development Agreement. Law office of Cecilia B. Bridges 2-11-98 19 Article 13. Release of Development Agreement Obligations As to Developed Portions of Subject Property. 13.1 Statement of Purpose. The parties desire to provide for the certification and discharge of the obligations of this Development Agreement upon the development of any Property - Lot or Parcel in accordance with this Development Agreement, so that City and any purchaser or encumbrancer or both of any such portion of the Property need not be concerned with any of the obligations herein contained other than those made pertinent to such Property - Lot or Parcel as a condition of a final subdivision map or parcel map creating the same. 13.2 Certification. Following the completion of the development of any Property - Lot or Parcel in accordance with this Development Agreement, any party hereto may request in writing that the other certify that such development is complete in accordance with the provisions of this Development Agreement and that no further obligations of requesting party or City remain to be performed under this Development Agreement with respect to such Property - Lot or Parcel. Such certificate shall be in a form reasonably acceptable to requesting party and City, and shall be executed and acknowledged to permit recordation. Article 14. Project is Private Undertaking, Not Joint Venture or Partnership. 14.1 Proiect is a Private Proiect. Nothing contained in this Development Agreement or in any document executed in connection with this Development Agreement shall be construed as creating a joint venture or partnership between City and Developer. The Project proposed to be undertaken by Developer on the Property is a private development. Except for that portion thereof to be devoted to public improvement to be constructed by Developer in accordance with the Vested Approvals, City has no interest in, responsibility for or duty to third persons concerning any of said improvements; and Developer shall exercise full dominion and control over the Property, subject only to the limitations and obligations of Developer contained in this Development Agreement. 14.2 Indemnifications. 14.2.1 Fair, Isaac and Village, severally, shall hold and save City harmless and indemnify it of and from any and all loss, cost, damage, injury or expense, arising out of or in any way related to injury to, or death of, persons or damage to property that may arise by reason of the physical development of the Property pursuant to this Development Agreement; provided, however, that the foregoing indemnity shall not include indemnification against (i) suits and actions brought by Fair, Isaac or Village by reason of City's default or alleged default hereunder, or (ii) suits and actions caused solely by or resulting solely from City's acts or omissions, or (iii) suits and actions arising from the sole negligence or willful Law Office of Cecilia B. Bridges 2-11-98 20 misconduct of City; provided further, however, that the foregoing indemnity shall not apply to claims pertaining to ownership and operation of those portions of the Property dedicated to City arising from and after the dedication thereof. 14.2.2 Fair, Isaac and Village, severally, agree to defend, indemnify, release and hold harmless City, its agents, officers, attorneys, employees, boards, and commissions from any claim, action, or proceeding brought against any of the foregoing individuals or entities (indemnitiesl, the purpose of which is to attack, set aside, void or annul the approval of this Development Agreement, any development applications granted to Developer and listed in paragraph 1.20 hereinabove, or the adoption of any environmental document accompanying any such development applications, as agreed to in attached Exhibit Q. Article 15. General Provisions. 15.1 Condition Precedent. It shall be a condition precedent to the effectiveness of this Development Agreement, as respects all obligations concerning City, Village and Fair, Isaac or any of them that on or before July 1, 1999 either (1) Fair, Isaac (or a party designated by Fair, Isaac who is a permitted transferee pursuant to Section 12.1.1 obtain fee simple title to the Property or (ii) there is a Transfer to Village pursuant to clause (iii) if Section 12.1.1 above and Village obtains fee simple title to the Property. 15.2 Amendment Procedures. This Development Agreement may be amended in the manner provided by pertinent provisions of the Government Code and in the Development Agreement Legislation and the Development Agreement Ordinance and Resolution. 15.3 Notices. Demands and Communications. Formal written notices, demands, correspondence and communications regarding the content of this Development Agreement shall be sufficiently given if personally served or mailed by registered or certified mail, postage prepaid, return receipt requested, to the following addresses: To City: City of San Rafael 1400 Fifth Avenue Post Office Box 151560 San Rafael, California 94915-1560 Attn: City Manager with copy to City Attorney's Office Telephone: (415) 485-3070 Facsimile: (415) 459 - 2242 Law Office of Cecilia B. Bridges 2-11-98 21 To Village: Village Builders, L.P. 562 Mission Street, Suite 201 San Francisco, California 94105-2906 Attn: Mr. Jim Helfrich Telephone: (415) 546-9373 Facsimile: (415) 546-0569 To Fair, Isaac: Fair, Isaac and Company, Inc. 120 North Redwood Drive San Rafael, CA 94903-1996 Attn: Peter L. McCorkell, Esq. Telephone: (415) 472 - 2211 Facsimile: (415) 492 - 9381 Notice may also be given by telephone facsimile to the telephone numbers given above, with a confirming copy of the facsimile communication mailed on the same day as above provided. Notices and demands shall be effective upon receipt. Such written notices, demands, correspondence and communications may be sent in the same manner to such other persons and addresses as either party may from time -to -time designate by notice as provided in this section and the foregoing addresses may be changed by notice given as herein provided. 15.4 Recordation. Pursuant to the Development Agreement Legislation, within ten (10) days following the Effective Date of the Enacting Ordinance approving this Development Agreement on behalf of the City, the City Clerk of the City shall cause this Development Agreement to be recorded in the Official Records of Marin County, California. The costs of recording of this Agreement shall be borne by Fair, Isaac. 15.5 Severabilitv. If any provision of this Development Agreement is held invalid, void or unenforceable but the remainder of this Development Agreement can be enforced without failure of material consideration to any party, then this Development Agreement shall not be affected and it shall remain in full force and effect, unless amended or modified. If any material provision of this Development Agreement is held invalid, void or unenforceable, however, the owner of any Property - Lot or Parcel affected by such holding shall have the right in its sole and absolute discretion to terminate this Development Agreement as it applies to the Property - Lot or Parcel so affected, upon providing written notice of such termination to City. Law Office of Cecilia B. Bridges 2-11-98 22 15.6 Intemretation. To the maximum extent possible, this Development Agreement shall be construed to provide binding effect to the Vested Approvals, to facilitate use of the Property as therein contemplated and to allow development to proceed upon all of the terms and conditions applicable thereto, including, but without limitation, public improvements to be constructed and public areas to be dedicated. 15.7 Incorporation of Exhibits. The Exhibits referred to in this Development Agreement are incorporated herein by reference, as though set forth in full. 15.8 Construction. All parties have been represented by counsel in the preparation of this Development Agreement and no presumption or rule that ambiguity be construed against a drafting party shall apply to interpretation or enforcement hereof. 15.9 Armlicable Law/Attomevs' Fees. This Development Agreement shall be construed and enforced in accordance with the laws of the State of California. Should any legal action be brought by any party claiming a breach of this Development Agreement or to enforce any provision of this Development Agreement, or to obtain a declaration of rights hereunder, the prevailing party shall be entitled to reasonable attorneys' fees (including reasonable in-house counsel fees of City at private rates prevailing in Marin County for outside litigation counsel to City), court costs and such other costs as may be fixed by the Court. 15.10 CounterDart Execution. This Development Agreement may be executed and acknowledged in separate counterparts which, when duly executed and attached to the Development Agreement shall constitute this as one complete Development Agreement. 15.11 Time. Time is of the essence of each and every provision hereof. IN WITNESS WHEREOF, the parties hereto have executed this Development Agreement as of the day and year first above written. CITY OF SAN RAFAEL, ah BY ATTEST: ' • City Clerk ' Law. Office. of Cecilia B. Bridges 2-11-98 23 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Marin ss. On March 30, 1998 , before me, Nancy Eurman, Notary Public Date Name and Title of Officer (e.g., 'Jane Doe, Notary Public") personally appeared Gary Phillips Name(s) of Signer(s) X1 personally known to me El proved to me on the basis of satisfactory evidence i w w w � ANANCY EURMAN 1 0 COMM. 111086576 _ d NOTARY PUBLIC -CALIFORNIA 0 Q MARIN COUNTY 1 V v y V My Comm. Expires Feb. 4.2NO to be the person* whose name(a) is/are subscribed to the within instrument and acknowledged to me that helslae/they executed the same in his/lter/tbeir authorized capacity(yes), and that by his/iter/their signaturets}-on the instrument the person(}, or the entity upon behalf of which the person(4 acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Pubic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Devel opment Agreement w/ Village Builders, CSR and Fair, Isaac Document Date: February 17, 1998 Number of Pages: Forty-six pgs . Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: Gary Phi l l i vs Individual J Corporate Officer — Title(s): D Partner — = Limited D General E Attorney in Fact .1 Trustee ' Guardian or Conservator 0 Other: Village Builders, L.P. and Fair, Isaac and Company, Inc. Signer Is Representing: City of San Rafael as Vice -Mayor All Top of thumb here 0 1997 National Notary Association - 9350 De Solo Ave. PO. Box 2402 -Chatsworth. CA 91313-2402 Prod. No 5907 Reorder Call Toll -Free 1-800.676-6827 APPROVED AS TO FORM: BY:b4L) G / �1 /City Attorney VILLAGE BUILDERS, L.P. a Califomia limited partnership B Y:� FAIR, ISAAC AND COMPANY, INC. a Delaware Corporation BY: 1��/.w�l L. Gc.nc4w Its !/ 1 Law Office of Cecilia B. Bridges 2-11-98 24 CALIFORNIA ALL-PURPC,E ACKNOWLEDGMENT State of California Countyof Marin On April 8, 1998 before me, Nancy Eurman, Notary Public Date Name and Title of Officer (e.g., 'Jane Doe, Notary Public') personally appeared Al i sa Carver and Michael Gordon Name(s) of Signer(s) ❑ personally known to me - OR - EX proved to me on the basis of satisfactory evidence to be the person(s) whose name(s),Ware subscribed to the within instrument and acknowledged to me that be/she/they executed the same in bis/h)ar/their authorized capacity(ies), and that by r A NANCY EURMAN D JtisArer/their signature(s) on the instrument the person(s), COMM. #1086576 or the entity upon behalf of which the person(s) acted, d NOTARY rasuc-cA16omm0 MMNCOUNN executed the instrument. v v My Comm. Feb.4 �2= y v WITNESS my hand and official seal. C � Signature of Notary 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 removal and reattachment of this form to another document. Description of Attach -A Dcument eve9 opment Agreement between Village Builders, City of Title or Type of Document: San Rafael , and Fai r, Isaac and Company, Inc. r� One Hundred forty-eLg ht (148) p9s- Document Date: February 17, 1998 Number of Pages: _t"arty-setren-egs- Signer(s) Other Than Named Above: Gary Phillips, Vice -Mayor of San Rafael (already signed) Capacity(ies) Claimed by Signer(s) Signer's Name: Al i sa Carver ❑ Individual ❑ Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General DO Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator - ❑ Other: Top of thumb here Signer's Name: Michael Gordon ❑ Individual XX Corporate Officer Title(s): Vice -President ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator � ` W1116,11:11,11121102= -- ❑ Other: Top of thumb here Signer Is Representing: .,. Signer Is Representing: Village Builders, L.P. Fair, Isaac and Co., Inc. C 1994 National Notary Association • 8236 Rommel Ave.. P.O. 13= 7164 • Canoga Park. CA 91309-7184 Prod- No. 5907 Reorder Call Toll -Free 1-800-876-6827 Exhibit A Fair Isaac Corporate Campus - San Rafael Gateway b • W�: Z.- 51 wl ur cn > < 3: Lu U IA (D 4wej w Lu U- LLI =a. < 0 > CD z L6 0< (.) CO cn EXHIBffk-, . p�_ -/OF. Il PGS O � • "' o o E� o c �m m E> 3 2� oommja,�, vEV��n moo. -'`"•a m m 0¢Q mmmc�Q s, Xm NVQ C i A UA to ? t m • �.p•"' O i rQt e • 'C4A o co d acv u° Amo timet =S :-,S � a 0 0�� �c c oQ o m o m m N O N °m 0 G m ON�i 0 0 3 �. °'p0.0 G° O —0 —0 OQm 09 m6.Gpp° 0 �C m 030 rtp C -Um O� 0- 0- 000 O G Nim- p m p. m p G�9 �' j 1 a i O � m 'PCs Q• i " " fl � C C 7 1 a i O � m 'PCs Q• N Q. o 01 m m C 4 &EmZ�o� • Etoo�o , � U�ooa'oaU pCOQCL.m� p0. C..0 CI d -00, GU40 moo mCzU v �s��c=.m v o°'u O ESH$O` m U • m a� m 0 O 'o4 y"3�0 3GG0 -00R o�0 p ro Gm 3UU O m00 m v ` t E Go d v° zo o�� ° ° �m G° 0-B 0'o m7 a- 0 O 3m:- Nm 0. C- asa. Of CU X0 0 dm 0- 0OD d V 3 L 0 m N u c N o 0' p= 3 i am� 0gQrG. 0mEUc �L ° °O �La ; 0 a��-0U C. LLoram©m° : °y �d.oco 3 10, m° U °m v c 0% o oaf odaoc aE Um° m s °Qo o0%a0U CoQoN+0e-ano©°50 c>°my�"c °� 000 oC.0Qma0- 0 0CL0-D190 pa0-o�pc0Om a6m m u3m9matitiEo0c3 _o0 �8,,d30 m mO 0j0 mD-3°an 0 'GO 0um -0 mo -A c .0 0 0 0 0 d m mL C G m 3 N p 0. Q O�cUC 00 N D Du3p0 moO D o ;° u c O C U U� m� �. p4 'a7d a" d� 3m b �aOeC%jU O 0 O G N ^ a o� 4 Orn Q'O 0~ d^ Q U m� O° a©0 0 0 9 cp m O h o o°Z0-0 O jG '39 0 L0 p Um mCvo;�.10O• 3GI mooo a- oDO oc O 04'A m D0 pu. OCm1 ZlNa3Uo 0! = O O 0- 0 m CO D m Od G Od C c �a n00 c X000 mo aoE _oo, a430 s0 o'cocOc 0 2 Boum -a m oco� 4° 2 "oma $ s°' m� o c jD mm m c, o ©mac DE o Ga 0 L.55 lb GOm mU0 a C�0 C V•OpD CD GOp Qt -k— ° m a m a .n 0 ©:n •0 0 U p 0o3c m0 Ep�mmo= 000m m 3c m ° �my� G%j c wmO0 C 0 00- Gu mu oaomaX 9 G 0'0 0C CD G O a a G 7 m O G 0 0 7 m O U O p •U O B 'J n L0 d m 0 0 ° C iP n V 30 °opo Era? 039 onc3 Q., -CEO m p .3 p3 -.0O mm omaoG3c°>m= o0 c:0 om°u E° a3o .0mdm- D 0J cO U 0 00a 0 o9 ? oum Lc apcO3uoo �m U° 9 m' c -, 0 mei O uw�U i o a E m° Lm c 3 0- m `Ir � O a c °oo m 0.0 d- CCc ,0G 0- o -0 r ,o c Lo 0 B.1%-0o.rC•° G.OU0 CO- Cl oLu00 m00 d 0 3 ��QE o o, aoo` moo- 00 mo m.e Qa0 p33! oatA--- .m 0Gm_ 90 0 m� G =L � � m ep> O" L �G i 000 G>- S-7 10300 9Gw��.m�7m �St�O oO o.o o m mo.o 0 m;G 00•U°D Om�c 0, m - Ep0 ° ° = GD 0mC°}0 O O O mO mO OO m0 O % i -y", �� eO m 0 0 0 0. m O G -jr-� 0 '0 0'04 0 0 v 0 CEm O, -c V mcOu.Om 6m00 EO'U COO csa.O•G O�G�m3..� mm %. °r©�O m0 0 O mom° � Uj +�O Oo�O v�3t m` p neo ym3 m� u° U "3�ZaN°3 0► mt, �, �( m oc d,°"com m�50Em°`bc� EmWyc 5�a0p o ,o�oaO V 9ct vs 50L �0coo 'foo. p 0- E?i" O U > . u Q 3 0 V UaC rosooFi b 00 m % m O:` O 0 i PG �_" m O O rook Q. • �uamzom..� a • �� • QQjw� ;� g=y3 Q'O r�OUGL %1 mo ��mtm��mao�•rd �• paC ` mho m q4 p_ w ouc X30 o?v omm! moo° u o E a omoti o _ _ c-� m coo moa a mQ-o m oaQ 0"o •mm °� ° ° 3 cmo rte. �a LOG 00 N .6 a��0 3 a a oco= m;c 3 �oac3 aam �.. a o o 'L°ta o c v m v c "a> m IS, o �,3G py N._muu ��`�. d.° m�ou = x °um n Yoo a�G o 3�3 =mE Nmam ° _>uc > n m GL mom m • u'v a 0 0 ° a9 m o o aom � E o-5m0TQ�Yj8og Sit ,-,��0CD oa05 xO0 -0 E9- .-0005am= 0� m0 �oo*Jnm 4. =00 c m 3v c _omm _ a a m n�.- a+ a•N o`=^� �0 OcGomu3 u*�3go n° m a •v ° mmm G O pm ° a Gu b� C C QQ o;. o a3 a0 0300 ��_©mcm 4om•o T oco b o mpv -ate m t m 0 �uC N ,J p��0 y C S O� O° C 7 9 N 0? oco mo ��� Noom �tQOcmmc p_a0m No Emomm °3uo 0O+_ 9r 9Ub 0,��7 r'`=soOQEO 0-97 o- 0Um��mpj * ° j m 0 ° V y m ° C< a OUS ' °m 101 b oT Vp �c_:3 mgGao° o amm'g a?G mpca ° g 'a<uxmmV UmO3 '13 3ta '°0oo"UmOm ° N L• O" 0 L= } OC OV m NYN•° � 7�� °��•O 3"'Ga'G°_ ° O -C, m Sa 5 m3 _ o-0 0 �o a4d ° n ca ou m n0a o aomY N 00 a. max m0= m b�.=c =u Lag o. c. -a 0 ° a° 07° 0 a� N%u0 ? 7 s m m 01- G c o o C o = c G� N o go oG o o Go u a �c-o cua 3m 3vuoa a?so o_d u o p a� 0 5 Emoo Nomb o° oz. ao.a ms's_ 0.0 N 2 ooc no E©a9 o_�o o0 om 50 Som a c ao uc o0 _ °0o m0�m m o0a°'doc :>> �Nm m 'a o0o a op _ a3 to3t m 0^3E 9 �3z m m- o m o L ci Z a s m©3 N u 00-00-3 a- and O �T00 a.=3 a �7 a G m om �_ mmmm m e°o a� Om' ° E DGS U 3� i'iN� Qu a pm390 CO Qj jo?boo° m° 9Q'000 x3=c �� p 0 m 0 LNC QG m� p NL© m ung he 0 09x6 ova° o�aa ��' p m 3L� 0 0o Em_c Lma� o° �mcm� m? 0 GO m° V O aro z Co ° VO 9 O c9°o 9& L O� 0 m m c0 QE O-- E= ° D 7 0 a GO cmc.. m- O 2� 0G>03 OOGo 00 a 00m am °Q� m OVmYN u> r - -.a L ° G ZGN m O 002 m m m �' Z m ° s s u m -Z. 5 0 O u V y m 0: n °Om° 00 a O X00 O aQ +'sN0? _gym 9m m0a G GYSO Oa D " 3 a 0C aDu 00� mZ oa.am ° C GG ° ° m u N O7 %3uvm Uu Dp_ m m ° O 9039Vp oG�O 0. GO O O °N� �U s°�Ar- mG0° mt To��.�n O OOQy, 5 m0 00 G 0 -0 =0 ©_ O Om. Vt oU° mO V m cf0 Cm sg�y° m•a om 3 •S a n b� 3a m c� 03»0 Sat -as cQ 0S 1o° jma; mi•00 °m m GGO D m Oma°GV =c m°o•, rm mOm omm L�tG 3Q o t >EU� m '05�c00 f/ m G m 0 > m 0 -0.0, u 0 O a 0 D L m 9 O E q r) 9d T %O 0 O C Om mCG yio �E JDG.0 ° bobs eaa0.c me c 9 u 3 0 m u o r a03 m Q u� 00 O� O '•1r • G S. a +• omEO0 -1 ,r c a° O Oy0 7 f DS G �D 0 m� ,� OO• J 7 O O I pqi yr r� 1 t m b coo n m E a °9 a �m momo v o n o DG g=y3 Q'O r�OUGL 0 0 0 b 0 Oi p O Es as 3� m U ¢ m O N p_ w ouc X30 o?v omm! moo° u o E a omoti o _ _ c-� m coo moa a mQ-o m oaQ 0"o •mm °� ° ° 3 cmo rte. �a LOG 00 N .6 a��0 3 a a oco= m;c 3 �oac3 aam �.. a o o 'L°ta o c v m v c "a> m IS, o �,3G py N._muu ��`�. d.° m�ou = x °um n Yoo a�G o 3�3 =mE Nmam ° _>uc > n m GL mom m • u'v a 0 0 ° a9 m o o aom � E o-5m0TQ�Yj8og Sit ,-,��0CD oa05 xO0 -0 E9- .-0005am= 0� m0 �oo*Jnm 4. =00 c m 3v c _omm _ a a m n�.- a+ a•N o`=^� �0 OcGomu3 u*�3go n° m a •v ° mmm G O pm ° a Gu b� C C QQ o;. o a3 a0 0300 ��_©mcm 4om•o T oco b o mpv -ate m t m 0 �uC N ,J p��0 y C S O� O° C 7 9 N 0? oco mo ��� Noom �tQOcmmc p_a0m No Emomm °3uo 0O+_ 9r 9Ub 0,��7 r'`=soOQEO 0-97 o- 0Um��mpj * ° j m 0 ° V y m ° C< a OUS ' °m 101 b oT Vp �c_:3 mgGao° o amm'g a?G mpca ° g 'a<uxmmV UmO3 '13 3ta '°0oo"UmOm ° N L• O" 0 L= } OC OV m NYN•° � 7�� °��•O 3"'Ga'G°_ ° O -C, m Sa 5 m3 _ o-0 0 �o a4d ° n ca ou m n0a o aomY N 00 a. max m0= m b�.=c =u Lag o. c. -a 0 ° a° 07° 0 a� N%u0 ? 7 s m m 01- G c o o C o = c G� N o go oG o o Go u a �c-o cua 3m 3vuoa a?so o_d u o p a� 0 5 Emoo Nomb o° oz. ao.a ms's_ 0.0 N 2 ooc no E©a9 o_�o o0 om 50 Som a c ao uc o0 _ °0o m0�m m o0a°'doc :>> �Nm m 'a o0o a op _ a3 to3t m 0^3E 9 �3z m m- o m o L ci Z a s m©3 N u 00-00-3 a- and O �T00 a.=3 a �7 a G m om �_ mmmm m e°o a� Om' ° E DGS U 3� i'iN� Qu a pm390 CO Qj jo?boo° m° 9Q'000 x3=c �� p 0 m 0 LNC QG m� p NL© m ung he 0 09x6 ova° o�aa ��' p m 3L� 0 0o Em_c Lma� o° �mcm� m? 0 GO m° V O aro z Co ° VO 9 O c9°o 9& L O� 0 m m c0 QE O-- E= ° D 7 0 a GO cmc.. m- O 2� 0G>03 OOGo 00 a 00m am °Q� m OVmYN u> r - -.a L ° G ZGN m O 002 m m m �' Z m ° s s u m -Z. 5 0 O u V y m 0: n °Om° 00 a O X00 O aQ +'sN0? _gym 9m m0a G GYSO Oa D " 3 a 0C aDu 00� mZ oa.am ° C GG ° ° m u N O7 %3uvm Uu Dp_ m m ° O 9039Vp oG�O 0. GO O O °N� �U s°�Ar- mG0° mt To��.�n O OOQy, 5 m0 00 G 0 -0 =0 ©_ O Om. Vt oU° mO V m cf0 Cm sg�y° m•a om 3 •S a n b� 3a m c� 03»0 Sat -as cQ 0S 1o° jma; mi•00 °m m GGO D m Oma°GV =c m°o•, rm mOm omm L�tG 3Q o t >EU� m '05�c00 f/ m G m 0 > m 0 -0.0, u 0 O a 0 D L m 9 O E q r) 9d T %O 0 O C Om mCG yio �E JDG.0 ° bobs eaa0.c me c 9 u 3 0 m u o r a03 m Q u� 00 O� O '•1r • G S. a +• omEO0 -1 ,r c a° O Oy0 7 f DS G �D 0 m� ,� OO• J 7 O O I pqi yr r� 1 t a� ��� �@ y� a mu -j oO��CmFmo � c�ya �_-j22 �' 4 m�Fa m°�q� os:mm o�'0tiho�°�>$Es°Qa 0 U 4YU om L°a���. .2, Z2,'121, a Q :z: c�� R 2w ;4�aoia lQ Q� o sc��'c�?t��oa� pQmatikm 4��o`s(o.� aC mm:-ZU,o .�p�s Ozza C.Uma,i,14 L< Vy A r U �w Q �! L Ti F=lE s r 133aB oaVQNr \ f rte\ r �\ r_ r-vulQiT % PG OF I i. -PGS �asms� 1 o�mmoo �mmmoO 0 m m p r Ry. a la a {A U W J r r .may 0. 77 cr im EMm a �m mc^ _fl c ; m o m= 3 mNc o> o� _accCL UQ E -o= `o_E 33 o r ama ;acorn _ o��UQo cpEt au o� a= om Cp° 0 a mM—>�"`o O O c O =� a— OE C..'7 O0 mm Olc o� p Ou 0� C O O O Eo_ m C 7 a � y m 0 >uc °Oa_c> n O Op L U V D p --; - o—°o ff° 0=mm m�20U aL°a a— sm o E > ma = , a O'D oma = S; oaC: m= 0=?c 0�mg or m 3 ��c oct. v om0sua 3 o Y> o m o E o00 �_ =>= ; a � cU i ° ovc omNmp 0 0 '0°Om° C. o -E oco o E > E r-o cau o U°°O>�—c°L �3mE a m mpo cmo o ° 'L? Lc°o°3 >c ° oa��Uac ooTm oo`o cum _ m m „o m_ aad =oom& 0 cmc—uaO 0�mc o ii c ° mm mo LE�Lc oc0000c°i homy c„o �uu �n=a u°� my o • a_� om m'a °o° v°o>a 0 20°�'e. moo°cu> Dc E v°� � ° o 00 m o eu c=ECm o 5° 0 mOOOCL m> m mt u , L mt--oE °o a o3 - m0mo aZ�0aE°p—CL >�m^mm 0-0 D°Eo �u —© o a � ou 00 'u m °v '0_L— ° m ,L oa pmm 0Ec2 3v�o°m O"5Y m° Q3V E Occ, E 0. om° te a —=mU-D.= 9. (-D m0'v0 o a0u—o ID amcc am r>— Zc> a E p2E.a >�o, i 0a o m pc S Jso D o °u oE�p - �noD�a&° 3:20 V.:O 3v D0$°OZ ¢ Z, sM p -Uc % fV 1I QG$�m rvu1o► �am3o� C pmC V � N C � mLNN� 0 Q= 7= p i "TT •r y� O l+ 'u'.� riG>G7 7m GO ��c ::s•3`� �� � i'"�� �•, iFa °1ym� D�,momD m°' o�m�Ji �_"'��. w' �•4p %� j'.. � C' D 0 NmO � OD" OmG �° o'. �°O ' •N. . l• L � y y N , _ �A. i��' , .,...%,, ti��f::,.� �•'r' � C ,rte m �1.-"%�. •�+ ,:.. •-� .f ,y-s�K+-�$.'�i"•�=..i'%•' .�!.�. rte- L � L i i �> S c 3 0 D 0 *=D1 r Nam tf ONS DQ�m °U3m� rn 3 E �^ i •n m G + - ��ON yi U�aAymQ' 0 G m~ w 3 G N O m w '0.0 yr•i°' h'"K 4'Y?si[ 7GOm N EO -UA L0 00 too .�.. ti Q •�� �~'��1��� •� '� 9"�'j ' .may N , N � +..' -0.0 m m nn'va ✓CLQ m O am lm y a C" O A N O n a m Q s aha ss is m o am m E3�-o a 4 dim. m'a G�V O?. `a,D� ON ir+ N •^ G 0 •n P m m m° D C O GO ° G `'LU Q' © m 6 0 j Orsr am Gm yOmp�J U Od 1'^`'' 7 ©� G `f' s� � � +�.Q' � Q� ,� ,• '� :v 3 m �p 0 ., ;-,F) N i _ : Ti G per 4 A ° O L • • . U m i' -"o, �ma�� � =3 o•. •n`' - 0 0�0$ Q0 Q OU' y• Fu. `o N 0 �'�= V'r. s p?'S m ^��--3V _`yam • 3° $ < ?�3 >d U7s�uU• cell _ 0• c, • �, _ •° D .o ,,, • �+ rj 1. O m p� N °° Q G� m m O �`a <i mD `` �3� �0 O o m�momo$ C� �o� m Of zk r f Vs �m23'mo� v^�mm `�D�oom°a ° °�°en3��o m .�ay11p1 ass DG o' %� Ofl o •� • • • • W ��G�m�C_U Dc OHO pt, �0 ��' ,°,. • 0 L C 0 0 Q' OU a ` 03 a o wG � .S. iy .- OrG ii cr o�'•No C th o n - m� p m W .� C a tem �GQ •� O y n _ 0 CC�Of m O= 4m 0 oa m • o� m � o� o0 at m o� moo° p• o311, mho Q m pp Y i Cpps.. s rA, Ute© � co cm `pm>m r � Nam mppSm m� E g spa pp vp, c p �am3o� C pmC V � N C � mLNN� 0 Q= 7= p i "TT •r y� O l+ 'u'.� riG>G7 7m GO ��c ::s•3`� �� � i'"�� �•, iFa °1ym� D�,momD m°' o�m�Ji �_"'��. w' �•4p %� j'.. � C' D 0 NmO � OD" OmG �° o'. �°O ' •N. . l• L � y y N , _ �A. i��' , .,...%,, ti��f::,.� �•'r' � C ,rte m �1.-"%�. •�+ ,:.. •-� .f ,y-s�K+-�$.'�i"•�=..i'%•' .�!.�. rte- L � L i i �> S c 3 0 D 0 *=D1 r Nam tf ONS DQ�m °U3m� rn 3 E �^ i •n m G + - ��ON yi U�aAymQ' 0 G m~ w 3 G N O m w '0.0 yr•i°' h'"K 4'Y?si[ 7GOm N EO -UA L0 00 too .�.. ti Q •�� �~'��1��� •� '� 9"�'j ' .may N , N � +..' -0.0 m m nn'va ✓CLQ m O am lm y a C" O A N O n a m Q s aha ss is m o am m E3�-o a 4 dim. m'a G�V O?. `a,D� ON ir+ N •^ G 0 •n P m m m° D C O GO ° G `'LU Q' © m 6 0 j Orsr am Gm yOmp�J U Od 1'^`'' 7 ©� G `f' s� � � +�.Q' � Q� ,� ,• '� :v 3 m �p 0 ., ;-,F) N i _ : Ti G per 4 A ° O L • • . U m i' -"o, �ma�� � =3 o•. •n`' - 0 0�0$ Q0 Q OU' y• Fu. `o N 0 �'�= V'r. s p?'S m ^��--3V _`yam • 3° $ < ?�3 >d U7s�uU• cell _ 0• c, • �, _ •° D .o ,,, • �+ rj 1. O m p� N °° Q G� m m O �`a <i mD `` �3� �0 O o m�momo$ C� �o� m Of zk r f Vs �m23'mo� v^�mm `�D�oom°a ° °�°en3��o m .�ay11p1 ass DG o' %� Ofl o •� • • • • W ��G�m�C_U Dc OHO pt, �0 ��' ,°,. • 0 L C 0 0 Q' OU a ` 03 a o wG � .S. iy .- OrG ii cr o�'•No C th o n - m e kk / o \�Z5 §_ §\k 2=t ;Q5 $\\ oso \/« % 0 o E ƒt« k )E E 0 §§S j som c -0 \ \ f U, k \\u E Z5 _-_- oo o&%o /}af §k®0 °9,- 0 io /0 . _- §2} -!,5 ( 5\\ \�\ u - cL0 0.®0 \` EG 7 °7 g @©& u CD 0 \ \ 0 t\ \� s%§5 « a}, t=u0 } -Sos e \C- \ 00 a\ ao�o \% ao $ 5% /SS\ \\ \\\ l o= 0 \ %Ln \\ §3/ §5 \ =! 5 00 lo-. 332 20 a(D �°'£ }\% )J\u , um En- t%\ eee terse 5§»5 (D k \§\ \ s§!= a £5\0 o� /\ / 0 �, Asea )§ 2&C, )# \/\� ®\ 0 �k\ 2£k \6; u¢± �7 }Q t \ . oa �q §� 22a0. _ 0.0 0 0 t\\\ ®§0,0 0. 0 C Z0 o 'a� 6 A# E •q m� mG V �TCY aC. 0 o mr �, Cl GNU m m; A OU � m�000m 0 o C u uu I r 0 10 0 o r 4%m03 �3u0_ r 3Gamm c- o 0a CD 00>� C y m 0 ?Gm U ©0 9 p 0 p s O d% L O 0.0 le a_ G04 p p C. o o O©� « m Lp�S G mG0 moo OD mu O .OV a p _ i Oma > 3 L r' U yG �00� TC 0 mom'^ p 3 r 2 s p N 0 0 im 0- G m 4m c3��a � �a43 o O 3S o"" u oo mQu �ccm�^ NO GTo C 7 3 O6 '^ >p U mG o✓ G ,,, s m D.3m mOGm� r r r0 j mm OE 0 X40 O0 m (D 0'0 ��G Tm t O6�o.�G��mOGO�i o ' 3 ©m > m - m m 0 Nor O� cG0 mr m ��� 00 m m'LC �© coo s mQ- - c—so3o v' -b 0EE0-00 s m� 30$ u Lm r� maG 3' muo$3% m " o " om4D 0 m om'm'r !r- (mt oo �s�-0 o0 umo-8 C 0- -.0 u m 3 0> >�"mr" X0 o�m"3°m co-� �mcou rG G 0 GSr GG OAm G mm 9 dD0 . J$9 0 0 m,30 . '0G Q 9 UO O�Gm0' 7 - U o�b$y� $ o d E3 o m A om u o v oEo 004 mt°mo c©3 s�Q�cmm m>a m Goad o Oy o 4 p � 7G. O S3O O ' O a Ik Of Y� \ \ ?Gs Of� \ w.��\ V© Exhibit B Description: Property - Western Parcel and Central Parcel (A.PN 013-021-10 and 013-012-12) PARCEL ONE: Re -,.,se._ -,v 7-3l-17 MOLNUTr The 8.280 acre parcel of land as shown upon the Record of Survey filed for record May 10, 1985 in Book 20 of Surveys at page 47, Marin County Records; excepting therefrom that portion thereof described in the deed from Pacific Gas and Electric Company to the State of California dated 1997 and recorded as Official Records Series Number Marin County Records. Reserving therefrom the following easements over and across those certain portions of the Parcel One: A. The "Central Parcel Slurry Wall Easement"; B. The "Central Parcel Extraction Trench Easement"; and C. The "Central Parcel Electric Facilities Easement"; which are more particularly described as follows: Central Parcel Slurry Wall Easement A strip of land of the uniform width of 20 feet extending from the westerly boundary line of the parcel of land hereinbefore described and designated PARCEL ONE easterly and northerly to the northerly boundary line of said PARCEL ONE and lying 10 feet on each side of the line described as follows: Beginning at a point in the westerly boundary line of said PARCEL ONE, from which a rebar and cap stamped "LS 4545" , herein for convenience called Point "B", accepted as marking the northeasterly terminus of a course in the westerly boundary line of the 8.280 acre parcel of land as shown upon said Record of Survey filed for record May 10, 1985, which course as shown upon said map has a bearing of S8o 53 ' W and a length of 421.24 feet, bears north 08 ° 53' 00" east 364.35 feet; thence leaving said westerly boundary line (1) south 76 ° 44 ' 52 " east 70.89 feet; thence (2) south 84 ° 17 ' 14" east 32.74 feet; thence (3) south 79031 ' 32" east 111.67 feet; thence (4) south 76°52' 26" east 104.19 feet; thence (5) north 87 ° 55 ' 06" east 104.33 feet; thence mare • a+� rr rn�n� .� � r EXHIBIT ...may (6) north 62 ° 01 , 36 ,, east 31.14 feet; thence (7) north 46 ° 27, 46 ,, east 23.10 feet; thence (8) north 33 ° 08, 08 ,, east 12.71 feet; thence (9) north 19 ° 37, 58 ,, east 36.67 feet; thence (10) north 00° 14 1 58" east 46.69 feet; thence (11) north 10 ° 10 ' 31 " west 41.35 feet; thence (12) north 06 ° 57 147 11 west 97.03 feet; thence (13) north 04°56' 07" west 42.24 feet; thence (14) north 03 G 58, 51 " east 124.15 feet; thence (15) north 09°00 , 19" east 35.36 feet; thence (16) north 08034, 171, east 106.14 feet; thence (17) north 07 °26 , 47" east 107.63 feet, more or less, to a point in the northerly boundary line of said PARCEL ONE. Central Parcel Extraction Trench Easement A strip of land of the uniform width of 16 feet extending easterly from the westerly boundary line of said PARCEL ONE, and lying 8 feet on each side of the line described as follows: Beginning at a point in the westerly boundary line of said PARCEL ONE, from which Point "B" bears north 08°53'00" east 249.70 feet; thence leaving said westerly boundary line (1) south 80°42'05" east 14.39 feet; thence (2) south 79"43'14" east 64.83 feet to a point within the boundary lines of PARCEL ONE. Central Parcel Electric Facilities Easement That portion of said PARCEL ONE, lying easterly and southerly of the general easterly boundary line of the strip of land hereinbefore described and designated Central Parcel Slurry Wall Easement. PARCEL TWO: A portion of that certain parcel of land described in the deed from F. M. Neely and Sara Neely, his wife, to PG&E recorded December 12, 1922 in Volume 11 of Official Records at page 209, Marin County Records and being more particularly described as follows: Beginning at the intersection of the southerly boundary line of the city street known as Second Street, with the westerly boundary line of the city street known as Lindaro Street and running thence along said westerly boundary .b.,e . a,.,....,, . 7rn AT B1ILWORTiv amL � r EXNIBi-, PG ✓ OFA! Pub (1) south 06 ° 45 ' 00" west 299.22 feet; thence (2) south 08053 1 00" west 405.54 feet to a point in the northerly boundary line of the Northwestern Pacific Railroad Right of Way; thence along said northerly boundary line (3) north 54038100 west 396.88 feet; thence leaving said northerly boundary line (4) north 0638' 05" east 238.95 feet; thence (5) south 83 ° 33, 00 east 241.53 feet to a point herein for convenience called Point "A" ; thence (6) north 0638 , 05" east 273.54 feet to a point in the southerly boundary line of said Second Street, thence running along said southerly boundary line (7) south 83 ° 33 1 00 ° east 123.00 feet, more or less, to the point of beginning. The bearings used are based on the Record of Survey filed for record May 10, 1985 in Book 20 of Surveys at page 47, Marin County Records. Reserving therefrom the following easements over and across those certain portions of the Parcel Two: 1. The "Exclusive Gas Meter Easement"; 2. The "Nonexclusive Oras Meter Easement"; 3. The "West Parcel Slurry Wall Easement"; 4. The "Area 5A Extraction Trench Easement"; 5. The "Area 5B Extraction Trench Easement"; and 6. The "West Parcel Electric Facilities Easement"; which are more particularly described as follows: Exclusive Gas Meter Easement, Beginning at a point in the easterly boundary line of the parcel of land hereinbefore described and designated PARCEL TWO, being also the westerly boundary line of said Lindaro Street, from which the southeast corner of said PARCEL TWO bears south 08°531100" west 329.67 feet; thence leaving said easterly boundary line (1) north 81 c07, 001' west 30.00 feet; thence 6.. Vra.-".70Inf p1��II�I�IfYAI>? EX��IBIT ' p� o�= � pis (2) north 08 o 53, 00" east 30.00 feet; thence (3) south 81 007 , 00" cast 30.00 feet to a point in said easterly boundary; thence along said easterly boundary line (4) south 08°53' 00" west 30.00 feet to the point of beginning. Nonexclusive Gas Meter Fasement Beginning at the southwest corner of the parcel of land hereinbefore described and designated Exclusive Gas Meter Easement and running thence (1) north 81 ° 07 ' 00 11 west 20.00 feet; thence (2) north 08 ° 53, 00" cast 50.00 feet; thence (3) south 81 a 07, 00" cast 50.00 feet, more or less, to a point in the easterly boundary line of said PARCEL TWO, being also the westerly boundary line of said Lindaro Street; thence along said easterly boundary line (4) south 08,, 53 , 00 west 20.00 feet to the northeast corner of said Exclusive Gas Meter Easement; thence along the northerly boundary line of said Exclusive Gas Meter Easement (5) north 81 c07, 00 west 30.00 feet to the northwest corner of said Exclusive Gas Meter Easement; thence along the westerly boundary line of said Exclusive Gas Meter Easement (6) south 08 C 53 ' 00', west 30.00 feet to the point of beginning. West Parcel Slurry Wall Easement A strip of land of the uniform width of 20 feet extending from the general northerly boundary line of said PARCEL TWO, southerly to the southwesterly boundary line of said PARCEL Two and lying 10 feet on each side of the line described as follows: Beginning at a point in the general northerly boundary line of said PARCEL TWO, from which said Point ° A ^ bears south 83c,33"00,, cast 216.93 feet; thence leaving said general northerly boundary line (1) south 06°29' 15 11 west 206.97 feet; thence (2) on a tangent curve to the left with a radius of 100.00 feet and tangent at the northerly terminus thereof to the preceding course, an arc distance of 58.23 feet, more or less, to a point in the southwesterly boundary line of said PARCEL TWO. EXHIBITI � PG �_Cr PGS Area 5A Extraction Trench Easement Beginning at said Point "A" and running thence along the general westerly boundary line of said PARCEL TWO (1) north 06038'05" east 273.54 feet to a point in the northerly boundary line of said PARCEL TWO, being also the southerly boundary line of said Second Street, thence along said northerly boundary line (2) south 83°33'00" cast 19.63 feet; thence leaving said northerly boundary line (3) south 05°41'35" west 457.82 feet; thence (4) north 84°18'25" west 27.16 feet: more or less, to a point in the southerly prolongation of the general westerly boundary line of said PARCEL TWO; thence (7) north 06'38'05" east 184.60 feet, more or less, to the point of beginning. Area 5 Extraction Trench Easement A strip of land of the uniform width of 16 feet extending westerly from the easterly boundary of said PARCEL TWO, and lying 8 feet on each side of the line described as follows: Beginning at a point in the easterly boundary line of said PARCEL TWO, being also the westerly boundary line of said Lindaro Street, from which the southeast corner of PARCEL TWO bears south 08'53'00" west 157.56 feet; thence leaving said easterly boundary line (1) north 80'40'14" west 135.97 feet to a point within the boundary lines of PARCEL TWO. West Parcel Electric Facilities Easement and the Substation Access Easement That portion of said PARCEL TWO lying westerly and southwesterly of a line described as follows: Beginning at said Point "A" and running thence along the southerly prolongation of the general westerly boundary line of said PARCEL TWO (1) south 06038' 05" west 269.32 feet: thence (2) south 54038' 00" cast 125.95 feet, more or less, to a point in the easterly boundary line of said PARCEL TWO. BEELWORRf EXHIBIT b Legal Description being prepared for Eastern Parcel(s) shown on following San Rafael Redevelopment Agency Attachment A EXHIBI Po__�__oF '� Qes SECOND ST. t to' &WTA r SEAQ V d ft -2 j 3.945 SF ..�� cog k r �J .I r r VA M 1" = 60 C S W CSW/STUBER—STROEH 1/28/98' JOB# 4.1015.00 [St] 2 ENGINEERING GROUP, INC. SAN RAFAEL REDEVELOPMW AGENCY CONSULTING ENGINEERS Attachment A 790 DeLong Ave., Novato. CA. 94945-3246 CORP. YARDS PARCELS (415) 892-4763 FAX (415) 892-4502 o lean SAN PAFAEL MARIN CALIFORNIA FXNIRIT !., a, --?_ n;: