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HomeMy WebLinkAboutCC Resolution 9415 (Pacific Railroad Mainline Easements)CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLUTION NO. 9415 A RESOLUTION APPROVING SETTLEMENT AGREEMENT SETTLING LITIGATION BETWEEN THE CITY OF SAN RAFAEL, SAN RAFAEL REDEVELOPMENT AGENCY, COUNTY OF MARIN, MARIN COUNTY TRANSIT DISTRICT AND GOLDEN GATE BRIDGE DISTRICT AND PROVIDING FOR EASEMENTS RELATED TO THE FORMER NORTHWESTERN PACIFIC RAILROAD MAINLINE RIGHT-OF-WAY IN CENTRAL SAN RAFAEL FINDINGS AND PURPOSES: The City Council of the City of San Rafael, Marin County, California, does hereby declare, find and determine that: WHEREAS, the City of San Rafael ("City") the San Rafael Redevelopment Agency ("Agency"), the County of Marin ("County"), the Marin County Transit District ("Transit District") and the Golden Gate Bridge, Highway and Transportation District ("Bridge District") have been engaged in litigation involving the City and Agency's claims to rights to an easement over the mainline right- of-way of the :former Northwestern Pacific Railroad ("NWP") for the construction of the extension of Andersen Drive in San Rafael and involving the Bridge District, County and Transit District's claims to the .right to use the former NWP mainline right-of-way along a portion of Tamalpais Avenue between Mission and Fourth Streets in San Rafael for transportation purposes; WHEREAS, an agreement to settle the above-mentioned litigation (rhe "Settlement Agreement") has been previously presented and approved in principal by the City Council and the Agency Board in closed session, and that agreement has also been approved by the County, the Transit District and the Bridge District; WHEREAS, the Settlement Agreement provides for the City to have an easement over the former NWP mainline right-of-way for the Andersen Drive extension and for the County, Transit District and Bridge District to have an easement to use the former NWP mainline right-of-way between Mission and Fourth Streets for transportation purposes subject to the City's rights to object on environmental or other grounds to the particular transportation system then being proposed; 141 OMP50 X14/14/95 1 ORIGINAL WHEREAS, execution and implementation of the Settlement Agreement will benefit the City and the Agency and assist in implementation of the Redevelopment Plan for the Central San Rafael Redevelopment Project by providing a portion of the necessary right-of-way for the Andersen Drive extension, an important element for relieving traffic congestion in central San Rafael. THEREFORE, City Council of the City of San Rafael resolves as follows: 1. The City Council hereby confirms its approval of the Settlement Agreement among the City, the San Rafael Redevelopment Agency, the County of Marin, the Marin County Transit District and the Golden Gate Bridge, Highway and Transportation District submitted to the City Council in connection with consideration of this resolution and hereby authorizes the City Manager to execute the Settlement Agreement on behalf of the City, subject to such minor changes which the City Manager or counsel to the City deem necessary or appropriate. 2. The City Manager or her designees are authorized to take such actions as are contemplated by or necessary to implement the Settlement Agreement including dismissal of the litigation pending among the parties to the Settlement Agreement, execution and implementation of the easement agreements provided for in the Settlement Agreement, and acceptance of the easement for the Andersen Drive extension on behalf of the City. I HEREBY CERTIFY that the foregoing Resolution was duly and regularly adopted at a regular meeting of the City Council of the City of San Rafael on July 17, 1995. AYES: COUNCILMEMBERS: Heller, Phillips and Vice -Mayor Cohen NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None DLSQUALLFIED: COUNCILMEMBERS: Zappetini and Mayor Boro (.due to Conflict of Interest) JeanA!=onc '4i C y ler c 1410CLP50 00/14/95 2 SAN RAFAEL REDEVELOPMENT AGENCY RESOLUTION NO. 95 -20 - MOVED BY: MEMBER PFTT.T.TP9 SECONDED BY: MEMBgg HF'T.T.F.R A RESOLUTION APPROVING SETTLEMENT AGREEMENT SETTLING LITIGATION BETWEEN THE CITY OF SAN RAFAEL, SAN RAFAEL REDEVELOPMENT AGENCY, COUNTY OF MARIN, MARIN COUNTY TRANSIT DISTRICT AND GOLDEN GATE BRIDGE DISTRICT AND PROVIDING FOR EASEMENTS RELATED TO THE FORMER NORTHWESTERN PACIFIC RAILROAD MAINLINE RIGHT-OF-WAY IN CENTRAL SAN RAFAEL FINDINGS AND PURPOSES:. The San Raiael Reaeveiopmcnt Agancy, Marin County, California, does hereby declare, find and determine that: WHEREAS, the City of San Rafael ("City") the San Rafael Redevelopment Agency ("Agency"), the County of Marin ("County"), the Marin County Transit District ("Transit District") and the Golden Gate Bridge, Highway and Transportation District ("Bridge District") have been engaged in litigation involving the City and Agency's claims to rights to an easement over the mainline right- of-way of the former Northwestern Pacific Railroad ("NWP") for the construction of the extension of Andersen Drive in San Rafael and involving the Bridge District, County and Transit District's claims to the right to use the former NWP mainline right-of-way along a portion of Tamalpais Avenue between Mission and Fourth Streets in San Rafael for transportation purposes; and WHEREAS, an agreement to settle the above-mentioned litigation (the "Settlement Agreement") has been previously presented and approved in principal by the City Council and the Agency Board in closed session, and that agreement has also been approved by the County, the Transit District and the Bridge District; and WHEREAS, the Settlement Agreement provides for the City to have an easement over the former NWP mainline right-of-way for the Andersen Drive extension and for the County, Transit District and Bridge District to have an easement to use the former NWP mainline right-of-way between Mission and Fourth Streets for transportation purposes, subject to the City's rights to object on environmental or other grounds to the particular transportation system then being proposed; and 1410CS.P50 06/14/95 COSY 9o° WHEREAS, execution and implementation of the Settlement Agreement will benefit the City and the Agency and assist in implementation of the Redevelopment Plan for the Central San Rafael Redevelopment Project by providing a portion of the necessary right-of-way for the Andersen Drive extension, an important element for relieving traffic congestion in central San Rafael. NOW THEREFORE, the San Rafael Redevelopment Agency resolves as follows: 1. The Agency hereby confirms its approval of the Settlement Agreement among the Agency, the City of San Rafael, the County of Marin, the Marin County Transit District and the Golden Gate Bridge, Highway and Transportation District submitted to the Agency in connection with consideration of this resolution and hereby authorizes the Executive Director to exec -.it,- the Settlement Agreement on behalf of the Agency, subject to such minor changes which the Executive Director or counsel to the Agency deem necessary or appropriate. 2. ' The Executive Director or her designees are authorized to take such actions as are contemplated by or necessary to implement the Settlement Agreement including dismissal of the litigation pending among the parties to the Settlement Agreement. I HEREBY CERTIFY that the foregoing Resolution was duly and regularly adopted at a regular meeting of the Redevelopment Agency of the City of San Rafael on July 17, 1995. AYES: AGENCYMEMBERS: Heller, Phillips and Vice -Chairman Cohen NOES: AGENCYMEMBERS: None ABSENT: AGENCYMEMBERS: None DISQUALIFIED: AGENCYMEMBERS: Zappe.tinj and Chairman Boro Cdue to Conflict of Interestl Jea a i,eonc i, gency Secretary 1410CS.P50 06/14/95 SETTLEMENT AGREEMENT This Agreement is entered into as of this 17th day of JULY , 1995 in the County of Marin by and between the City of San Rafael ("City"), the City Council of the City of San Rafael ("Council"), the San Rafael Redevelopment Agency ("Agency"), the County of Marin ("County"), the Golden Gate Bridge, Highway and Transportation District ("District"), and the Marin County Transit District ("MCTD") on the following covenants and conditions: RECITALS A. The County is a political subdivision organized and existing under the constitution and laws of the State of California. The District and MCTD are public agencies organized and existing under the constitution and laws of the SLdte of California. The County, the District and MCTD are parties to a Cooperative Agreement dated October 12, 1982, and certain addenda thereto, pursuant to which they have agreed to work cooperatively to acquire public ownership of Northwestern Pacific Railroad Company's ("Northwestern") entire right-of-way in Marin County. At that time, Northwestern's right-of-way ran from Paradise Drive in Corte Madera to Highway 37 in the City of Novato. On or about June 29, 1990, the District, in furtherance of the Cooperative Agreement and on behalf of the County and MCTD, acquired from Northwestern 11.25 miles of right-of-way and improvements located between Bellam Boulevard in San Rafael and Novato Creek in Novato. The District additionally acquired from Northwestern certain franchise rights to use certain city streets along said right-of-way within the City for railroad purposes (the "Franchise Rights"). The Franchise Rights were initially granted by the City to Northwestern's predecessor in interest, the San Francisco and North Pacific Railroad Company, pursuant to City Ordinance Nos. 114, 145 and 362 (the "Franchise Ordinances"). B. The City is a municipal corporation organized and existing under the constitution and laws of the State of California. The Council is the legislative body which controls the municipal affairs of the City. On July 6, 1993, the Council adopted Resolution 8980, which declared a forfeiture of the District's Franchise Rights pursuant to the terms of the Franchise Ordinances. Resolution 8980 further declared that the District had "abandoned" the right to maintain and operate a railroad system in and on the streets of San Rafael on the ground that there had been no service on the line for the period of five years prior to the adoption of the resolution. C. On February 10, 1994, the County and the District filed their "Verified Petition for Writ of Mandate and Complaint for 220450.1 -1- Declaratory and Injunctive Relief and Breach of Franchise Agreement" (Marin County Superior Court Action No. 159486) against both the Council and the City (the "Petition"). The Petition sought in part to have the Council's action voided on the ground that it effectuated an illegal forfeiture of the Franchise Rights. On or about March 9, 1994, the Council and the City filed an Answer to the Petition in which they affirmatively alleged among other defenses that their actions were based on statutory authority, were within their jurisdiction and were not reviewable by traditional mandamus because there was no abuse of discretion. D. On April 22, 1994, the Court granted the County's and the District's Petition for Writ of Mandate and voided Resolution No. 8980. Specifically, the Court found that the Council's actions in enacting Resolution No. 8980 were arbitrary, capricious and entirely lacking in eviden::iary support. Judgment has not yet been entered for the County and the District on the Petition. If judgment were to be entered, the City could appeal the judgment. E. On or about March 9, 1994, the City and the Agency (a public agency organized and existing under the constitution and laws of the State of California) filed a "Cross -Complaint for Specific Performance and Damages" against the County, the District and the MCTD (the "Cross -Complaint"). The Cross - Complaint sought in part to specifically enforce against the District a provision in an agreement between the City and the Agency on the one hand, and Northwestern on the other hand, dated June 26, 1978 (the "Agreement"). This provision purportedly called for Northwestern to grant to the City a roadway easement and crossing over Northwestern's main line right-of-way at the location of Northwestern's B Street Line, upon the City's submission of a crossing application to the Public Utilities Commission. On April 13, 1994, the County and the District demurred to the Cross -Complaint on the grounds that: (a) the provision was expressly limited to bind only Northwestern and not the District as its successor in interest; (b) the provision was a personal covenant and did not "run with the land;" and (c) the provision was part of the contract to convey the B Street Line and could not be specifically enforced as a separate "sale" of property. F. The demurrer by the County and the District to the Cross -Complaint was continued by the Court from its initially scheduled date of May 27, 1994 pursuant to the parties' stipulation, so as to allow them time to pursue settlement of all claims asserted in both the Petition and the Cross -Complaint. G. The parties to the litigation now wish to enter into an agreement to settle their disputes and dismiss the above litigation without any party admitting liability for any of the 220450.1 -2 - acts, conduct, or allegations contained in the Petition/ Complaint, Cross -Complaint and Answer on file therein, and therefore agree to the following terms and conditions of settlement. THEREFORE, the parties agree as follows: 1. Rescission of Resolution. The Council, concurrent with the approval of this Agreement will, by a resolution generally adhering to the form of the resolution attached hereto as Exhibit A, rescind Resolution No. 8980 and declare that it shall be of no further force or effect. 2. Grant of Easement The Council agrees that the City will ext --cute an easement agreement in the form attached hereto as Exhibit B ("the Downtown Easement Agreement"). The Downtown Easement Agreement will confirm the Franchise Rights acquired by the District and grant to the District, its successors and assigns a permanent easement for railroad, transportation and communication purposes over those portions of Tamalpais Avenue, Third Street, Fourth Street, Fifth Avenue and Mission Avenue in the City which are described and depicted in the exhibits attached to said agreement. 3. Andersen Drive Easement. Upon the City's adoption of the resolution described in Section 1 and the City's execution and delivery to District of the Downtown Easement Agreement described in Section 2, the District will execute an easement agreement in the form attached hereto as Exhibit C (the "Andersen Drive Easement Agreement") and deliver same to City. The Andersen Drive Easement Agreement will grant to the City an easement for street purposes over a portion of the former Northwestern Pacific Railway mainline right-of-way (the "Mainline ROW") and will allow the City to construct the Andersen Drive Extension across the Mainline ROW. Attached hereto and incorporated in this Agreement as Exhibit D is a map showing the Mainline ROW in San Rafael and the general planned alignment of the Andersen Drive Extension. By execution of this Settlement Agreement, the Agency, County, and MCTD agree and consent to execution of the Andersen Drive Easement Agreement by the District and the City. The City shall apply to the Public Utilities Commission for permission to cross the Mainline ROW at the location of the Anderson Drive Extension (the "Application"). By approving this Agreement, the Council hereby agrees that the City will state the following in its Application: (a) that the District has granted the City an easement which allows the City to construct and use the Anders n Drive Extension across the Mainline ROW; (b) that 220450.1 -3 - the County, the District and MCTD currently use the Mainline ROW for maintenance purposes and have plans to use the Mainline ROW for mass transit uses, either by themselves or in cooperation with others including, but not limited to, other entities or joint powers authorities which currently exist or may be created in the future; (c) that should these entities (or any of them) go forward with development of the Mainline ROW for mass transit use, a grade separation at the intersection of the Mainline ROW and the Andersen Drive Extension may be necessary; (d) that the parties are attempting to obtain state, federal or other funding for said grade separation; that in consideration for the District's grant of the aforementioned easement, the City has further agreed that if efforts to obtain such funding are unsuccessful or fail to fully fund the separation, the City will share the additional costs of the grade separation, subject to the ability of the City to finance its- share of costs from sources other than its general fund. 4. Andersen Drive Extension/Mainline ROW Grade Separation. The County, the District and MCTD intend to use the Mainline ROW for mass transit uses either by themselves or in cooperation with others including, but not limited to, other entities or joint powers authorities which currently exist or may be created in the future. In seeking to develop the Mainline ROW for mass transit uses, the County, the District and MCTD as well as the City and Agency, and their respective successors and assigns, will cooperate and use good faith and diligent efforts to obtain state, federal or other funding for a grade separation at the intersection of the Andersen Drive Extension and the Mainline ROW as part of the funding of the project for development of the Mainline ROW for mass transit uses. The Council hereby agrees that should the District apply to the Marin County Congestion Management Agency ("CMA") for funding for said grade separation project, then the City shall, at the District's request: (a) designate said grade separation project as its highest priority project in its submission of its project listing to the CMA; and (b) join with the District and/or County in petitioning the CMA to designate said grade separation project as the County's highest priority project, for so long as is necessary to fully fund said project. By approving this Agreement, the Council hereby agrees that if efforts to obtain state, federal or other funding for such a grade separation are unsuccessful or fail to fully fund the separation, and if the County, the District and MCTD (or any of them) are still going forward with development of the Mainline ROW for mass transit use, then the parties to this Agreement will share the additional costs of a grade separation at the intersection of the Andersen Drive Extension and the Mainline ROW. The City's obligation to fund its share of grade separation costs pursuant to this Paragraph 4 shall be subject to the 220450.1 -4- ability of the City to finance its share of costs from sources other than its general fund. The parties anticipate that, subject to the agreement of the County, a source of possible revenue to fund grade separation costs would be the proceeds of future tax increment bonds issued by the Agency. If the parties cannot agree to an allocation of said costs on an equitable basis, the controversy will be settled by arbitration conducted in compliance with the provisions of the California Arbitration Act commencing with Section 1280 of the California Code of Civil Procedure. The arbitration shall be conducted by a panel of three (3) arbitrators. One arbitrator shall be appointed by the City, one arbitrator shall be appointed by the County and District jointly, and the third arbitrator, who shall be the chairperson of the panel, shall be appointed by the other two arbitrators. If the other two arbitrators are unable to a9z ee upon arl appointment, the third arbitrator shall be appointed by the Presiding Judge of the Superior Court in Marin County. The third arbitrator of the arbitration panel shall be an attorney licensed to practice within the courts of the State of California. No member of the panel shall be an officer, employee, agent, affiliate or attorney of any of the parties to this Agreement. The arbitration award may be judicially enforced, shall be final, binding, and conclusive upon the parties and shall not be subject to judicial review or vacation except on grounds set forth in Sections 1286.2 and 1286.6 of the Code of Civil Procedure. 5. Mass Transit Crossinas at Mission. Fifth. Fourth. Third and Second Streets. The County, the District and MCTD as well as the City and the Agency will cooperate and use good faith and diligent efforts to obtain state, federal or other funding for grade separations at the intersections of the Mainline ROW and Mission Street, Fifth Avenue, Fourth Street, Third Street and Second Street in downtown San Rafael as part of the funding of the project for development of the Mainline ROW for mass transit uses. By approving this Agreement, the Council hereby agrees that if efforts to obtain state, federal or other funding for those grade crossings are unsuccessful, then the County, the District and MCTD (or any of them) may go forward with development of the Mainline ROW for mass transit uses with crossings of Mission Avenue, Fifth Avenue, Fourth Street and Third Street and Second Street at grade. However, the City and Agency reserve the right to raise objections during the environmental review, project approval and project funding process, based upon the impacts and effects of the particular mass transit system that is then being proposed. If there are to be grade crossings of Mission Avenue, Fifth Avenue, Fourth Street, Third Street or Second Street, the County, 220450.1 -5- the District and MCTD will utilize their best faith efforts to insure that the mass transit use interferes to the least extent practicable with vehicular traffic on those streets that will have grade crossings. 6. Dismissal of Liticzation. Following: (a) execution of this Settlement Agreement; (b) the City's adoption of the resolution described in Section 1; (c) the City's execution and delivery to District of the Downtown Easement Agreement described in Section 2; and (d) the District's execution and delivery of the Andersen Drive Easement Agreement described in Section 3, the County and the District shall dismiss the Petition with prejudice and the City and Agency shall dismiss the Cross -Complaint with prejudice. Each party to this Settlement Agreement shall bear its own costs and attorneys fees with respect �o the litigation of i.ile Complaint and the Crr os -- Complaint. 7. Release of Claims. In consideration of the mutual covenants herein contained and other good and valuable consideration, the City, the Council and the Agency, and each of them, hereby forever release, discharge and acquit the County, the District and MCTD, and each of them, and the County, the District and MCTD, and each of them, hereby forever release, discharge and acquit the City, the Council and the Agency, and each of them, from any and all claims, actions, causes of action, liabilities, costs and obligations of every kind, known and unknown, matured and unmatured, of any kind or nature whatsoever, now existing or arising in the future out of any and all claims, demands, actions, causes of action, liabilities, costs and obligations asserted in, arising out of, or in any way relating to the Petition/Complaint, Cross -Complaint and Answer on file in the litigation referenced in the recitals herein. 8. Waiver of Section 1542 Riahts. It is further understood and agreed that the releases contained herein extend to all claims of every nature and kind asserted in, arising out of, or in any way relating to the litigation referenced in the recitals herein, known and unknown, and there is expressly hereby released with regard to such claims all rights under Section 1542 of the California Civil Code, which provides as follows: "A general release does not which the creditor does not to exist in his favor at the executing the release, which 220450.1 -6- extend to claims know or suspect time of if known by him must have materially affected his settlement with the debtor." The foregoing waiver of the provisions of Section 1542 of the California Civil Code was separately bargained for, and the parties hereto expressly agree that the releases contained herein shall be given full force and effect in accordance with each and all of their express terms and provisions relating to unknown and unsuspected claims, demands and causes of action, if any. Each party hereto acknowledges that it may have sustained damages, expenses and losses which are presently unknown or not suspected, and that such damages, expenses, and losses, if any, may give rise to additional claims for damages, expenses, and losses in the future, which are not now anticipated by such party. Nevertheless, each party hereto acknowledges that this Settlement Agreement has been negotiated and agreed upon in light of this realization and, being fully aware of Lhi5 situation, hereby expressly waives all rights that each party may have under California Civil Code Section 1542, as well as under any other state or federal statute or common law principle of similar effect. 9. Assumption of Risk. Each party hereto understands that if any fact with respect to any matter covered by this Settlement Agreement is found to be other than, or different from, the facts now believed by such party to be true, each party expressly accepts and assumes the risk of such possible difference in facts and agrees that this Settlement Agreement shall be, and remain, in full force and effect notwithstanding such difference in fact. 10. No Admission of Liabilitv. The parties hereto understand and agree that the giving or acceptance of this release and the agreements contained herein shall not constitute or be construed as an admission of any liability whatsoever by the parties hereto, or the admission of the validity of any claims made by or against any party hereto, or any of them, it being the purpose of this Agreement to settle disputed claims and not to admit liability. 11. Bindincr Upon Successors. The parties hereto further agree that this release shall be binding upon their successors, and assigns, and shall inure to the benefit of the servants, agents, employees, officers, directors, and personal representatives of the past or present of the parties hereto. 220450.1 -7' 12. Attornevs' Fees. If any action is commenced to enforce any claim, demand, action, cause of action, liability, cost, or obligation released hereby, or if any action is commenced to enforce any of the provisions of this Settlement Agreement, the prevailing party in such action shall be entitled, in addition to any other remedies, to an award of reasonable attorneys' fees and costs. 13. Hold Harmless. The parties hereto, and each of them, represent and warrant that they have the sole right and exclusive authority to execute this Settlement Agreement, that they are not restricted in doing so, that they have not _made or suffered any assignment, transfer, conveyance, encumbrance, hypothecation, or other disposition, voluntary or involuntary, of any claim or demand relating to aiiy matter covered by this Settlement Agreement. The City, the Council and the Agency, and each of them, agree to indemnify the County, the District and MCTD, and each of them, and hold them harmless, and the County, the District and MCTD, and each of them, agree to indemnify the City, the Council and the Agency, and each of them, and hold them harmless, from any and all claims, demands, loss, damage, liability, and expense, including costs of suit and reasonable attorneys' fees, resulting from any breach of the representations or warranties contained in this paragraph. 14. Execution of Documents. The undersigned further agree, and authorize their respective attorneys, to execute any and all documents and to undertake any and all actions reasonably necessary to carry out the terms of this Agreement. 15. Consultation With Counsel. The parties hereto hereby acknowledge that they have consulted with and obtained the advice of counsel prior to entering into this Settlement Agreement, and said counsel have approved the form and content hereof. 16. Entire Aareement of the Parties. This Settlement Agreement contains the entire agreement of the parties hereto with respect to the subject matter herein contained. There are no restrictions, promises, warranties, covenants, undertakings, or representations other than those expressly set forth herein or contained in separate written documents delivered or to be delivered pursuant hereto, and each party hereby expressly acknowledges that he or it has not relied upon any restrictions, promises, warranties, covenants, 220450.1 -8- undertakings, or representations whatsoever by any party hereto other than those expressly contained herein. This Settlement Agreement may be amended only by written instrument executed by all of the parties hereto. 17. Invalidity of Certain Provision(s) Has No Effect on Validitv of Remaining Provisions. Should any paragraph, clause or provision of this Settlement Agreement be found invalid or unenforceable, such decision shall affect only the paragraph, clause or provision so construed or interpreted, and all remaining paragraphs, clauses and provisions shall remain valid and enforceable. 18. Governed By California Law. This Agreement shall be governed by the law of the State of California applicable to contracts executed and wholly performed therein. ATTEST: By: ilk 2 aeanne M. Uoncini, Agency Secretary CITY OF SAN RAFAEL Byrry�City .(� Pam Nico a,ager ATTEST: By:�J,e,a--nne M. Le cini, Lit u1erk SAN RAFAEL REDEVELOPMENT "AGENCY Pam Nicolai,� {2 Executive Director COUNTY OF MARIN By: GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT By: MARIN COUNTY TRANSIT DISTRICT By: 220450.1 -9 - APPROVED AS TO FORM AND CONTENT: COUNTY COUNSEL COUNTY OF MARIN By: THOMAS HENDRICKS Attorneys for COUNTY OF MARIN and MARIN COUNTY TRANSIT DISTRICT APPROVED AS TO FORM: HANSON, BRIDGETT, MARCUS, VLAHOS & RUDY By: KEVIN O'DONNELL Attorneys for GOLDEN GATE BRIDGE, HIGHWAY AND TRANSPORTATION DISTRICT APPROVED AS TO FORM: GOLDFARB AND LIPMAN By: LEE C. ROSENTHAL Attorneys for CITY OF SAN RAFAEL, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL and SAN RAFAEL REDEVELOPMENT AGENCY 220450.1 -10-