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HomeMy WebLinkAboutMINUTES - 10021990 - 2.5 To BOARD OF SUPERVISORS FROM ConHarvey E. Bragdon, l Director of Community Development Costa PATE ' September 17, 1990 couqy SUBJECT: Development Agreement between Contra Costa County and Windemere Ranch Partners Relative to the Property Known as Windemere Ranch SPECIFIC REQUEST(S) OR RECOMMEN12ATION(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS 1. Find the Development Agreement exempt from the California Environmental .Quality Act. 2 . Should the Board ofSupervisors decide to approve the Development Agreements- a. Waive the reading.;. `. b. Adopt the attached ordinance approving the Windemere Development Agreement. C. Authorize the Director of Community Development to sign and execute the Development Agreement after it has been duly signed by Windemere Ranch Partners. BACKGROUND/REASONS FOR RECOMMENDATION This matter was heard by the .Zoning Administrator on September 10, 1990 when he closed the public hearing and continued the matter to September 14, 1990 for decision. On September 14, 1990 the Zoning Administrator found that the Development Agreement does not provide for any entitlements and any applications for development entitlements would require an Initial Study for compliance with CEQA and a public hearing before the appropriate body of the County's planning agency and is adequate for the Board of Supervisors to adopt the ordinance. The Zoning Administrator recommends that the Board of Supervisors find that the Development Agreement is consistent with State Law, County Policy, Development Agreement procedures and the General Plan of Contra Costa County . CONTINUED ON ATTACHMENT: YES SIGNATU RECOMMENDATION OF COUNTY ADMINISTRATOR RECOM A ON O D COMMITTEE APPROVE OTHER SIGNATURE(S1: ACTION OF BOARD ON October. 2, 1990 APPROVED AS RECOMMENDED X OTHER X The Board approved the above recommendations with amendments to the Development Aqreement as discussed by the Board and agreed upon by the applicants. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A TRUE X UNANIMOUS (ABSENT III AND CORRECT COPY OF AN ACTION TAKEN AYES: NOES: AND ENTERED ON THE MINUTES OF THE BOARD ABSENT: ABSTAIN: OF SUPERVISORS ON THE DATE SHOWN. cc: ATTESTED October 2, 1990 Community Development Department - - - - Public Works PHIL BATCHELOR, CLERK OF THE BOARD OF County Counsel SUPERVISORS AND COUNTY ADMINISTRATOR BYDEPUTY M382%7-83 -- • r �Y �.J i; Page 1 of 2 ORDINANCE NO. 90-B_L_ (Windemere Development Agreement) The Board of Supervisors of the County of Contra Costa ordains as follows: Section I. Findings. The Board hereby finds that the provisions of that certain Development Agreement between the County of Contra Costa and Windemere Ranch Partners, a California limited partnership, relating to the property known as Windemere, a copy of which is attached to this Ordinance as Exhibit 1, and which has been found by the County Zoning Administrator to be adequate for approval, is consistent with the County's General Plan, as established by the terms of the Development Agreement, the determinations of the County Community Development Department, the County Zoning Administrator, and by such other information in the record before the Board. The Board hereby further finds that it can be seen with certainty that there is nodpossibility that the Development Agreement may have a significant effect, directly or ultimately, on the physical environment. The approval of the Development Agreement will not result in development of Windemere or any other effect on the physical environment and, therefore, the adoption of the Agreement is not subject to the California Environmental Quality Act ("CEQA") pursuant to Section 15061(b) of the CEQA Guidelines. Section II. Approval. The Board hereby approves, pursuant to the authorization provided in sections 65864 et sec . of the Government Code of the State of California, the Development Agreement, .between the County of Contra Costa and Windemere Ranch Partners, a California limited partnership, relating to the property known as.Windemere, a copy of which is attached as Exhibit 1 and is incorporated in this Ordinance for all purposes by this reference. The Director of Community Development for the County is hereby authorized to execute said Development Agreement on behalf of the County and post a notice of exemption pursuant to Section 21152 of the California Public Resources Code and Section 15062(c) of the CEQA Guidelines. Section III. Severability. If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this ordinance is for any reason held to be unconstitutional or invalid, such a decision shall not affect the validity of the remaining portions of this ordinance. The Board hereby declares that -it would have passed each section, subsection, subdivision, paragraph, sentence, .clause or phrase of this . ordinance irrespective of the unconstitutionality or invalidity of any section, subsection, subdivision, paragraph, sentence, clause or phrase. Section IV. Effective Date. This ordinance shall become effective thirty (30) days after passage and, within fifteen (15) days of passage, the names of the Supervisors voting for and against it shall be published once in the Contra Costa Times, a newspaper published in this County. PASSED and ADOPTED on October 2, 1990 by the following vote: AYES: Supervisors Powers, McPeak, Torlakson and Fanden NOES: None ABSENT: Supervisor Schroder ABSTAIN: None 1 ORDINANCE NO. 9048 ATTEST: PHIL BATCHELOR, Clerk of the Board of Supervisors and County Administrator By: J Deputy Nancy Fande Chairperson, Board of Su rvisors Date: October 2, 1990 i 2 Exhibit. I WHEN RECORDED RETURN TO CLERK, BOARD OF SUPERVISORS DEVELOPMENT AGREEMENT BY AND BETWEEN THE COUNTY OF CONTRA COSTA AND WINDEMERE RANCH PARTNERS RELATIVE TO THE PROPERTY KNOWN AS WINDEMERE r t. TABLE OF CONTENTS Page RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 1. General Provisions . . . . . . . . . . . . . . . 9 A. Incorporation of Recitals 9 B. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 C. Effective Date . . . . . . . . . . . . . . . . . . . . . . . 9 D. Term; Termination . . . . . . . . . . . . . . . . . . . . 9 E. Amendment of Agreement . . . . . . . . . . . . . . . 10 ( 1) Procedural Exemptions 10 (2) Amendment Exemptions . . . . . . . . . . . . . 10 Section 2 . Regulations Applicable to the Property . . . . . . . . . . . . . . . . . . . . . 11 A. Exemption from the Initiative . . . . . . . . 11 B. Rules, Regulations and Official Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ( 1) Effective Standards . . . . . . . . . . . . . . 11 (2) Future General Plan Amendments for the Property . . . . . . . . . . . . . . . . . 12 (3) Moratoria . . . . . . 12 (4) State and Federal Laws . . . . . . . . . . . 13 C. Development Timing 13 D. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3 . Obligations of Property Owner . . . . 14 A. Light Rail Transit . . . . . . . . . . . . . . . . . . 14 B. Affordable Housing . . . . . . . . 14 i page C. Open Space; Development in Accordance with 65/35 Contra Costa County Land Preservation Plan. . . . . . . . . 15 D. Limitations on Development of Ridgelines, Slopes, and Creek Areas 15 E. Development in Accordance with Transportation Improvement and Growth Management Program . . . . . . . . . . . . . . . . . . . 15 F. County Staff Time. . . . . . . . . . . . . . . . . . . . . 16 Section 4 . Cooperation in the 'Event of Legal Challenge . . . . . . . . . . . . . . . 16 Section 5 . Default and Remedies . . . . . . . . . . . . . 18 A. General Provisions . . . . . . . . . . . . . . . . . . . 18 B. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . 19 .C. Default by County . . . . . . . . . . . . . . . . . . . . 21 D. Enforced Delay; Extension of Time of Performance 21 E. Legal Action . . . . . . . . . . . . . . . . . . . . . . . . . 22 F. Construction of Agreement . . . . . . . . . . . . 22 Section 6 . Hold Harmless Provisions . . . . . . . . . 23 Section 7 . No Joint Venture or Partnership . . . . . . . . . . . . . . . . . . . . . . 24 Section 8. General 24 Section 9 . Notices 26 Section 10. Consent of Other Parties . . . . . . . . . 28 Section 11. Assignment and Notice . . . . . . . . . . . . 28 , Section 12 . Estoppel Certificate 28 ' ii Pie r Section 13. Counterparts and Exhibits . . . . . . . . 29 EXHIBIT A: Description of the Property EXHIBIT B: Map Showing Location of Property E09482 16769(1) i t- DEVELOPMENT AGREEMENT BETWEEN THE COUNTY OF CONTRA COSTA AND WINDEMERE RANCH PARTNERS RELATIVE TO THE PROPERTY KNOWN AS WINDEMERE THIS DEVELOPMENT AGREEMENT (hereinafter, this "Agreement" ) is entered into as of this day of October, 1990, by and between WINDEMERE RANCH PARTNERS, a California limited partnership (hereinafter, the "Property Owner" ) , and the COUNTY OF CONTRA COSTA, a political subdivision of the State of California (hereinafter, the "County" ) , pursuant to Sections 65864 et seg. of .the California Government Code. Property Owner and County are from time to time hereinafter referred to individually as "party" and collectively as the "Parties . " RECITALS A. The Dougherty Valley, including the property formerly known as Gumpert Ranch and now referred to as "Windemere, " is critical to the future of Contra'Costa County and the larger region. Its location and topography make it valuable as open space. The ridgelines in the area are particularly important as a visual resource. At the same time, its proximity to several major employment centers and a large number of jobs indicates that an appropriate 1 amount of .residential development could make it a key to achieving a jobs/housing balance in the area. The result of an improved jobs/housing balance is likely to be a reduction in commute miles, with concomitant decreases in traffic congestion and air pollution, and an improved quality of life for those who live and work in the region. Given the need- for both open space and residential development close to existing and future jobs , any decision to limit either open space or residential uses at Windemere in the future is likely to have important environmental consequences . B. Windemere has been and continues to be the subject of intense comprehensive planning efforts . Both the County and the City of San Ramon (the "City" ) include Windemere within their respective planning areas. The County's San Ramon Valley Area General Plan designates Windemere as "Agricultural Preserve" ; the City's general plan designates Windemere as "Residential Low Density. " Under a Memorandum of Understanding between the County and the City, dated March 23, 1990 (the "Memorandum of Understanding" ) , the County and the City have agreed to a joint planning process for the Dougherty Valley. Pursuant to the Memorandum of Understanding, the City and the County have undertaken preparation of a comprehensive Specific Plan for the entire Dougherty Valley. An environmental impact report will be prepared under the California Environmental Quality Act, Public Resources Code Section 21000 et seg. 2 ( "CEQA" ) , in order to evaluate thoroughly the effects of the land-use regulations established by the Specific Plan. These comprehensive planning and environmental review efforts are still in progress . C. The preparation of the Dougherty Valley Specific Plan is being paid for by the two primary property owners in Dougherty Valley: Shapell Industries, Inc. , owner of the Gale Ranch, and Property Owner. Property Owner is paying for one half of the cost of the preparation of the Specific Plan, environmental review of the Specific Plan, and certain county planning costs to a maximum amount of $491, 000 .00 . D. No final land-use planning decisions have been made yet with regard to Dougherty Valley in general, or Windemere in particular. The needs for both open space and residential development have been discussed and considered in a variety of forums. In view of the size of the Dougherty Valley and the unique planning opportunities it presents, the Specific Plan and related studies represent only part of a long-range planning process for this area. Because the thorough public discussion and studies required for an environmentally-sensitive, rational, and fully- evaluated decision to be made are still in progress, final decisions regarding land uses have not been made. Although it is clear that a substantial portion of Windemere will remain as open space, .it has not been determined whether, 3 and. to what degree, residential and related development should be allowed as well. E. An initiative (the "Land Use Initiative For The Unincorporated Area Of Contra Costa County, " hereinafter, the "Initiative" ) has been placed on the ballot in Contra Costa County for the November 6, 1990 election (the "Election" ) , which. Initiative will be identified as Measure F on the ballot. If enacted, the Initiative would interrupt the ongoing comprehensive joint County/City planning process to which Windemere has been subject. The Initiative would preclude the County Board of Supervisors (the "Board" ) , until December 31, 2010, from authorizing uses for Windemere other than agriculture; associated residential uses at a maximum density of one unit per 320 acres; commercial and industrial activities that primarily serve and are directly related to local agriculture; soil, water, and wildlife conservation activities; and recreational uses such as hiking and riding trails, and picnic areas . F. If the Initiative is enacted, the substantial expenditures of effort and money already made by the Property Owner, the City, and the County towards a comprehensive land-use planning process related to Windemere will be rendered worthless . Furthermore, the threat of the Initiative being enacted will discourage the ongoing land- 4 use planning and environmental review process that would otherwise take place between now and the Election. G. If the Initiative is enacted, 'the future of Windemere will have been determined without review under CEQA of the environmental impacts of that decision, since the Initiative has not undergone CEQA review. H. To strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State. of California adopted Sections 65864 et seg. of the Government Code (the "Development Agreement Statute" ) , which authorizes the County to enter into a development agreement with any person having a legal or equitable interest in real property for the development of the property. I . Property Owner has a legal or equitable interest in the property that is the subject of this Agreement, which property is described on Exhibit A attached hereto, and shown on Exhibit B attached hereto (the "Property" ) . J. Property Owner recognizes that the comprehensive land-use planning process for the Property has not been completed and that its ability to develop the Property for residential and related uses is speculative at this point. However, Property Owner is willing to make certain commitments that would apply should residential 5 development be authorized by future approvals . These potential future approvals (the "Subsequent Potential Development Approvals" ) may include, but are not limited to, an amendment or amendments to the County's General Plan (the "General Plan" ) , adoption of a Specific Plan, rezoning, and subdivision map approval. In particular, Property owner is willing to make commitments regarding the provision of affordable housing, compliance with growth management, funding of County Staff time related to joint County/City planning efforts, and the protection of open space, viewshed, ridgelines , hillsides, slopes, and creek areas .. Furthermore, irrespective of whether residential development proceeds, Property owner shall pay sums into a non-profit fund to study the feasibility of a light rail system for Contra Costa County. K. The Subsequent Potential Development Approvals, should they occur, would be subject to intensive review by professional planning staff., public hearings and approval by the appropriate decision-making body, and would be subject to CEQA. L. By entering into this Agreement, the joint County-City planning process that has already begun would not be discouraged from continuing and, in fact, would be required to continue prior to any changes from the existing General Plan designation occurring. 6 M. By entering into this Agreement, ' certainty is provided that the land-use planning and environmental review that have taken place and that may take place before the Initiative is enacted., should it be enacted, will not be rendered moot. Absence of this certainty will discourage Property Owner's, City's, and County's continuation of these planning and environmental review activities . N. On September 14, 1990, the County Zoning Administrator, the County's hearing body for purposes of development agreement review pursuant to Government Code Section 65867, following a duly noticed public hearing on the subject, found that the Agreement is consistent with the General Plan, exempt from CEQA, and adequate for adoption by the Board. On October 2 , 1990, following a duly noticed public hearing, the Board adopted Ordinance No. approving this Agreement (the "Ordinance" ) , made appropriate findings that the provisions of this Agreement are consistent with the General Plan and that this Agreement is exempt from CEQA, and authorized the execution of this Agreement. 0. This Agreement will provide for orderly planning for the future of the Property, ensure attainment of the maximum effective utilization of resources within the County at the least economic cost to its citizens, and otherwise achieve the goals and purposes for which the Development Agreement Statute was enacted. The Property 7 Y Owner shall provide non-refundable funding to aid in the development of public transit to benefit the County and the larger region. Depending on the uses that the County may eventually authorize for the Property, this Agreement also may provide for preservation of substantial open space and the protection of viewsheds, ridgelines, hillsides, slopes and creek areas, provide affordable housing and help the County provide its fair share of the region'.s housing needs, provide for compliance with growth management, funding for County Staff time related to joint County/City planning efforts, and preserve the opportunity for an improved regional jobs/housing balance. In exchange for these benefits to the County, together with the public benefits that will result 'from the ability of local government to plan the future uses of the Property, . Property Owner desires to receive the assurance that it, the County, and the City may proceed with the ongoing comprehensive land-use planning and environmental review process in 'accordance. with this Agreement and with the knowledge that these activities will not be rendered meaningless by the Initiative. NOW, THEREFORE, in consideration of the premises, covenants, and provisions set forth herein, the parties agree as follows: 8 ti AGREEMENT Section 1. General Provisions . A. Incorporation of Recitals . The Recitals set forth above, and all defined terms set forth in such Recitals and in the introductory paragraph preceding the Recitals, are hereby incorporated into this Agreement as if set forth herein in full . B. Covenants . The provisions of this Agreement shall constitute covenants or servitudes which shall run with the land comprising the Property, and the burdens and benefits hereof shall bind and inure to all estates and interests in the Property and all successors in interest to the Property Owner. C. Effective Date. This Agreement shall be effective upon the later of (i) thirty ( 30) days from the date of adoption of the Ordinance by the Board, or (ii) the date on which the Agreement is executed by both parties hereto (said effective date shall be referred to herein as the "Effective Date" ) . D.' Term; Termination. The term of this Agreement shall commence upon the Effective Date and shall extend through December 31, 2010, unless said term is otherwise extended "by circumstances set forth in this Agreement or by the mutual consent of the parties . This Agreement may be terminated by the mutual consent of the parties at any time 9 4 in accordance with the applicable provisions of state and local law. E. Amendment of Agreement. This Agreement may be amended from time to time by mutual consent of the parties or their successors in interest, in accordance with the provisions of California Government Code Sections 65867 and 65868, provided that: ( 1) Procedural Exemptions . Any amendment to this Agreement that does not relate to the term, permitted uses, provisions for reservation and dedication of land, or conditions , terms, restrictions, and requirements relating to subsequent discretionary actions, monetary contributions by Property Owner or any conditions or covenants relating to the use of the Property, shall not require notice or public hearing (unless the Director of the County Department of Community Development deems such to be appropriate) before the parties may execute an amendment hereto; and (2) Amendment Exemptions . Any amendment of the County's land-use regulations that, pursuant to this Agreement, is applicable to the Property, including, but not limited to, amendments to the County's General Plan and zoning ordinance, shall not require an amendment to this Agreement. Instead, any such amendment shall be deemed to be incorporated into this Agreement at the time that such amendment is approved. 10 Section 2 . Regulations Applicable to the Property. A. Exemption from the Initiative. The Property shall be exempt from the provisions of the Initiative and any of its implementing ordinances, resolutions, regulations, or official policies . B. Rules, Regulations, and Official Policies . (1) Effective Standards . Pursuant to Government Code Sections 65865 .2 and 65866 , the ordinances, rules, regulations , and official policies governing permitted uses of the Property, governing permitted density or intensity of use of the Property, provisions for the reservation or dedication of land for public purposes, maximum height and size of buildings, and governing design, improvement, and construction standards and specifications applicable to development of the Property (the "Effective Standards " ) , shall be: (a) those County ordinances , rules, regulations and official policies in force on October 2, 1990, including but not limited to general and specific plans; or (b) such County ordinances, rules, regulations and official policies, as they may be amended, specifically including but not limited to County Measure C, the 65/35 Contra Costa County Land. Preservation Plan should it be enacted. Notwithstanding the foregoing: (a) the Effective Standards with regard to ridgeline, hillside, slope, and creek area development shall be limited to those County ordinances, rules, regulations. and official policies in 11 effect' on October 2 , 1990 and as they may be amended by the County within one ( 1) year from the Effective Date; -and (b) .the Property shall be exempt from the provisions ' of the Initiative and any of its implementing ordinances, resolutions, regulations or official policies. (2) Future General Plan Amendments for the Propert During the term of this Agreement, the General Plan, as it concerns the Property, may be amended, and any such amendment shall not be subject to the following: (a) the Initiative and its implementing ordinances, resolutions, regulations, or other implementing measures; or (b) future ridgeline, hillside, slope and creek area standards other than as set forth in Section 2 .B( 1) , above. All County actions requiringconsistency with the General Plan shall be made on the basis of the foregoing exclusions . ( 3) Moratoria. In the event an ordinance, resolution, or other measure is enacted, whether by action of the County, by initiative, referendum, or otherwise, that relates to the rate, timing, sequencing, or phasing of the development or construction on all or any part of the Property, County agrees that such ordinance, resolution, or other measure shall not. apply to the Property or this Agreement. Without limiting the foregoing, County agrees that no moratorium or other limitation (whether relating to the rate, timing, sequencing, or phasing thereof) affecting 12 zoning, subdivision maps, building permits or other entitlements to use that are approved or to be approved, issued or granted within the County, or portions of the County, shall apply to the Property or this Agreement. (4) State and Federal Laws . As provided in California Government Code Section 65869 .5, and notwithstanding any other provision of this Agreement, this Agreement shall not preclude the application to the Property of changes in County laws, regulations, fees , plans or policies, to the extent that such changes in County laws, regulations, fees, plans, or policies are specifically mandated and are required to be applied to this Property by changes in state or federal laws or regulations . In the event such changes in state or federal laws prevent or preclude compliance with one or more provisions of this Agreement, or require a change in this Agreement, the County and Property Owner shall take such action as may be required by law or pursuant to Section 5 .D (Enforced Delay; Extension of Time of Performance) of this Agreement. C. Development Timing. There is no requirement under this Agreement that Property Owner must initiate or complete development of the Property within any period of time to be set by the County, or to initiate or complete development of the Property at all. D. Fees . Property Owner shall be required to pay such fees as may be lawfully required and imposed in the 13 discretion of the County and the City of San Ramon at the time such fees are imposed. Section 3. Obligations of Property Owner. In consideration of the County entering into this Agreement, Property Owner agrees that it ,will comply with the following requirements: A. Light Rail Transit. By the Effective Date, Property Owner shall pay $25,000 into a non-profit fund to study the feasibility of a light rail system for Contra Costa County. Property Owner shall pay up to an additional $25,000 into such fund upon a demonstration of need by the County. Under all circumstances, said. payments shall be non-refundable. B. Affordable Housing. If approval for residential and related development of the Property is sought and obtained, and residential units are constructed. on the Property, Property -Owner will, at the discretion of the County, either: ( 1) Provide for 25 percent of all residential units to be affordable. "Affordable" means that the monthly • rent or mortgage, payment for such units will be no more than 30-35 percent of the gross monthly income of a household with an income between 80 and 120 percent of the County's median income; or, (2) Pay an in-l.ieu fee adequate for providing the units described in the preceding paragraph. 14 e C., Open Space, Development in Accordance with the 65/35 Contra Costa County Land Preservation Plan. If approval for residential and related development is sought and obtained, Property Owner agrees to develop the Property in accordance with. the 65/35 Contra Costa County Land Preservation Plan, if enacted, and with- subsequently-enacted ordinances, rules, regulations, and official policies that substantially conform to said Plan, if °enacted. D. Limitations on Development of Ridgelines , Slopes and Creek Areas . If approval for residential and related development is sought and obtained and residential units are constructed on, the Property, Property Owner agrees to develop in accordance with County's ridgeline, hillside, slope, and creek area development regulations in .effect on October 2, 1990, and as. they may be amended by the County within one ( 1) year from the Effective Date. E. Development in Accordance with .Transportation Improvement and Growth Management Program. If approval for residential and related development is sought and obtained, Property Owner agrees to develop the Property� in accordance with the Contra Costa Transportation Improvement and Growth Management. Program, adopted on August 3, 1988, and approved by the voters on November 8, 1988, as amended (the "Growth Management Measure" ) , and with subsequently-enacted ordinances, rules, regulations, and official policies that 15 4 t substantially conform to infrastructure and service standards set forth in' the Growth Management Measure. F. County Staff Time. During the ongoing joint planning efforts between the City and County, the Property Owner shall pay for County staff time relating to the joint planning efforts and, if needed, for processing of development applications ., County acknowledges and agrees that Property Owner's agreement to abide by these requirements and expend the substantial funds necessary-to do so is a material consideration for County's execution of this Agreement. Property Owner acknowledges and agrees that all of the terms of this Agreement, including those requirements under Section 3 of this Agreement, are reasonable, legal, and valid and that Property Owner is barred from any action or proceeding or any defense of invalidity or unreasonableness . of said terms and related County decisions . Further, Property Owner agrees that during the period that this Agreement is in effect, Property Owner will not attack or otherwise assail -the reasonableness, legality or validity of- , any terms and conditions of this Agreement. Section 4 . Cooperation in the Event -of Legal Challenge. In,the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision of this Agreement or the Subsequent Potential 16 Development Approvals, should. any be obtained, .the parties hereby agree to cooperate in defending such action or proceeding. - In the event the County and Property Owner are unable to select mutually agreeable legal counsel to defend such action or proceeding, each party may select its own legal counsel at each party's expense. In no event shall the County be required to bear the cost of such defense(s) (except for the costs of the County's own attorneys) , and Property owner shall save and hold County harmless from claims or awards for third-party attorneys ' fees and costs. If any third-party legal or equitable action or other proceeding is instituted to challenge the Subsequent Potential Development Approvals, should any be adopted, and one or more of the Subsequent Potential Development ' Approvals are set aside or otherwise made ineffective by any judgment in such action, the . parties shall cooperate to cure any procedural or substantive deficiencies in the Subsequent Potential Development Approvals and in documents or plans related to the Subsequent Potential Development Approvals and to readopt or reenact such Subsequent Potential Development Approvals following such cure of procedural or substantive deficiencies, at the sole cost of the Property Owner. 17 Section 5 . Default and Remedies . A. General Provisions . Failure or unreasonable delay by either party to perform any term .or provision of this Agreement for a period of ninety (90) days after written notice thereof from the other party shall constitute a default under this Agreement, subject to extensions of time by mutual consent in writing. Said notice shall specify the nature of the alleged default and the manner in which said default may be satisfactorily cured. If the nature of the alleged default is such that it cannot reasonably be cured within such 90-day period, the commencement of the cure within such time period and the, diligent prosecution to completion of the cure shall be deemed a cure within such period. Subject to the foregoing, after notice and expiration of .the 90-day period without cure, the other party to this Agreement, at its option, may institute legal proceedings pursuant to this Agreement and/or give notice of intent to terminate this Agreement pursuant to California Government Code Section 65868 . Following such notice of. intent to terminate, the matter shall be scheduled for consideration and review by the Board within sixty (60) calendar days in the manner set forth in California Government Code Sections 65867 and 65868 . Following consideration of the evidence presented in said review before the Board, and a determination by the 18 Board based thereon, the party alleging the default by the other party may give written notice of termination of this Agreement to the other party. Evidence 'of default may also arise in the course of the regularly scheduled annual review of thi's Agreement as described in Section 5 .B, below, and any such default shall be subject to the provisions of this Section 5 .A, in addition to the provisions of Section 5 .B, below. B. Annual Review. Each year during the term of this Agreement, beginning in 1991, the County shall review the extent of good-faith compliance by Property Owner with the terms of this Agreement. Said review shall be conducted by the County Zoning Administrator pursuant to California Government Code Section 658.65 . 1 . During the review, Property Owner shall be required to .demonstrate good-faith compliance with the terms of. this Agreement. At the conclusion of the review, the County Zoning Administrator shall make written findings and determinations, on the basis of substantial evidence, whether or not Property Owner or its successor in interest has complied in good faith with the terms and conditions of this Agreement. The decision of the County Zoning Administrator shall be appealable directly to the Board, and any appeal shall otherwise be governed by the provisions of .Article 26-2.24 . of the Contra Costa County Code, as amended from time to time. If the Zoning Administrator finds and 19 determines that Property Owner has not complied with such terms and conditions, the Zoning Administrator may recommend to the Board that the County terminate or modify this Agreement by giving notice of its intention to do so in the manner set forth in California Government Code Sections 65867 and 65868. The reasonable costs incurred by County in connection with the herein described annual review process shall be borne by Property Owner. In the manner prescribed in Section 9 of this Agreement, the County shall deposit in the mail to Property Owner a copy of any. public staff reports and documents to be used or relied upon in conducting the review and, to the extent practical, related exhibits concerning Property Owner's performance hereunder, at least ten ( 10) days -prior to any such periodic review. Property Owner shall be permitted an opportunity to respond to the County's evaluation of Property Owner's performance, either orally at a public hearing or in a written .statement, at Property Owner's election. Such response shall be made to the County Zoning Administrator. In the event , the County fails to either ( 1) conduct , the annual review or (2) notify Property Owner in writing (following the time during which the review is to be conducted) of the County's ,determination as to compliance or noncompliance with the terms of this Agreement and such 20 failure remains uncured as of December 31 of any year during the term of this Agreement, such failure shall be -deemed an approval by the County of Property Owner's compliance with the terms of this Agreement. With respect to each year for which an annual review of compliance with this Agreement is conducted, and with respect to each year in .which the ,County finds the Property Owner in compliance or is deemed to approve of Property Owner's compliance with this Agreement pursuant to the preceding paragraph, the County, upon request of Property Owner, shall provide Property Owner with a written notice of compliance, in recordable form, duly executed and acknowledged by the -County. Property Owner shall have the right, in Property Owner's sole discretion, to record this notice of . compliance. C. Default by County. In the event County defaults under the terms of this Agreement, Property Owner shall have all rights and remedies provided herein or under applicable law, including without limitation the right to seek .specific performance by the County. But in no event shall Property Owner have any right .to monetary damages. D. Enforced Delay; Extension of Time of Performance. In addition . to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default where delays or defaults are due to war,, insurrection, strike, walk-out, riot, flood, 21 earthquake, fire, casualty, act of God, governmental restriction imposed or mandated by other governmental entities, enactment of conflicting state or federal laws or regulations, judicial decisions, or any similar basis for excused performance that is not within the reasonable control of the party to be excused. Litigation attacking the validity of this Agreement 'or any permit, ordinance, entitlement, or other action of a governmental agency necessary for the development of the Property consistent with this Agreement shall be deemed to create an excusable delay as to Property Owner. Upon the request of either party hereto, an extension' of time for such cause will be granted in writing for the period of the enforced delay, or longer .as may be mutually agreed upon. E. Legal Action. Either party may, in addition to any.-other rights or remedies, institute legal action to cure, correct, or remedy any default, enforce .any covenant or agreement herein, enjoin any threatened or attempted violation, or enforce by specific performance the obligations and rights of the parties hereto. In such event, the prevailing party shall not be entitled to its attorneys , fees and costs, if any. F. Construction of Agreement. This Agreement shall be' construed and enforced in accordance with the laws of the State of California. 22 Section 6 . Hold Harmless Provisions . Property owner shall defend, hold harmless, and indemnify the indemnitee (the County, and its special districts; its elective and appointive boards and commissions; and its officers, . agents and employees) as follows: A. The liabilities protected against are any liability or claim for damage of any kind allegedly suffered, incurred, or threatened because of actions defined below, and including personal injury, death, property damage, inverse condemnation, or any combination of these, and regardless of whether or not such liability, claim, or damage was unforeseeable at any time before the County reviewed any .plans or accepted the work as complete, and including the defense of any suits, actions, or other proceedings concerning said liabilities and claims . B. The actions causing liability are any act or omission (negligent or non-negligent) in connection with the matters -covered by this Agreement and attributable to Property Owner, any contractor, subcontractor, or any officer, agent or employee of one or more of them. C. The promise and agreement in this Section 6 are not conditioned or dependent on .whether or not: (a) the indemnitee has prepared, supplied, or reviewed any plan(s) or specification(s). in connection with development, if any, or (b) has insurance or other indemnification covering any 23 of these matters; or (c) the alleged damage resulted partly from negligent or willful misconduct of any party. Section 7 . No Joint Venture or Partnership. The County and Property Owner hereby renounce the existence of any form of joint venture or partnership between the County and Property Owner and agree that nothing contained herein or in any document executed in connection herewith shall be construed as making the County and Property Owner joint venturers or partners . Section 8. General. A. Unless this Agreement is amended or terminated pursuant to its provisions, this Agreement shall be enforceable by any party hereto notwithstanding any change hereafter enacted or adopted (whether by ordinance, resolution, initiative, or any other means) in any applicable General Plan, Specific Plan, zoning ordinance, subdivision ordinance, or .any other ordinances or building ordinances, resolutions, or other rules, regulations, or policies of the County, which change purports to change, alter or amend the Effective Standards . This Agreement shall not prevent the County in subsequent actions applicable . to the Property from applying new rules, regulations, or policies that, do not directly or indirectly conflict with the Effective Standards. B. County hereby finds and determines that execution of this Agreement furthers public health, safety, 24 . and general welfare and that the provisions of this Agreement are consistent with the General Plan. In adopting the Ordinance, the Board found that this Agreement is consistent with the General Plan. Those findings are included in the Ordinance and are public records . available for review in the County Community Development Department (County File No. D.A. 113) . Those findings are incorporated into this Agreement by this reference as if set forth herein in full. C. If 'any term, provision, covenant, or condition ( "Provision" ) of this Agreement or the application of any Provision of this Agreement to a particular situation is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining Provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect. Notwithstanding any other Provision of this Agreement, if any Provision of this Agreement by itself, or as applied in any particular situation, is <held to be invalid, void or unenforceable, Property Owner may, in Property Owner's sole. and absolute discretion, terminate this Agreement by providing written notice of such termination to the County, except that the Provisions of Sections 4, 5 .E, and 6 shall remain in full force and effect as between the parties. D. Each reference in this Agreement to this Agreement shall be deemed to refer to the Agreement as it 25 may be amended from time to time, whether or not the particular reference refers to such possible amendment. E. This Agreement has been reviewed and revised by legal counsel for both Property Owner and County, and no presumption or rule that ambiguities shall be construed . against the drafting party shall apply to the interpretation or enforcement of this Agreement. Section .9 . Notices . Any notice or communication required hereunder between County and Property Owner must be in writing, and may be given either personally, by telecopy facsimile transmission (followed immediately by depositing an original copy in the mail) , or by registered or certified mail, return receipt requested. If given by registered or certified mail, the same shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If personally delivered or transmitted by telecopy, a notice shall be deemed to have been given when delivered or transmitted to the party to whom it is addressed. Any party hereto may at any time, by giving ten ( 10) days ' written notice to the other party hereto, designate any other address in substitution of the address to which such notice or communication shall be 26 given. Such notices or communications shall be given to the parties at their addresses set forth below: If to County, to: Director of Community Development Contra Costa County County Administration Building 651 Pine Street Martinez, CA 94553 Facsimile No. : : (415) 646-1309 Telephone No. : (415) 646-2026 Copies to: County Counsel Contra Costa County Administration Building 651 Pine Street Martinez, CA 94553 Facsimile No. : (415) 646-1078 Telephone No. : (415) 646-2074 Director of Public Works 255 Glacier Drive Martinez, CA 94552 Facsimile No. : (415 ) 646-1147 Telephone No. : (415) 646-4470 If to Property Owner, to: Windemere 2430 Camino Ramon Suite 124 San Ramon, CA 94583 Facsimile No. : (415) 867-3260 Telephone No. : (415) 867-3250 With Copies to: Morrison & Foerster 101 Ygnacio. Valley Road Suite 450 Walnut Creek, CA 94596-3570 Attention: - David A. Gold John L. Adams Facsimile No. : (415) 946-9912 Telephone No. : (415) 295-3300 27 Section 10 . Consent of Other Parties. Property Owner may, at its discretion, elect to have other holders of legal, equitable or beneficial interests in the Property, or portions thereof, acknowledge and consent to the execution and recordation of this Agreement by, executing a document in recordable form to such effect. The execution of any such document by other holders of any legal, equitable, or beneficial interests in the Property is not a condition precedent to this Agreement. Section 11. Assignment and Notice. Property Owner shall have the right to assign or transfer all or any portion of interests; rights or obligations under this Agreement to third -parties acquiring an interest or estate in the Property, including, without limitation, purchasers or longterm ground lessees of individual parcels or facilities located on the Property. The assignment or transfer by Property Owner of an obligation of Property Owner's under this Agreement shall relieve Property Owner of that obligation. Property Owner shall have no obligation whatsoever to provide notice of any proposed assignment or transfer. Section 12 . Estoppel Certificate. Within thirty ( 30) days following any written request which either party may make from time to time, the other party to this Agreement shall execute and deliver to the requesting party a statement certifying that: (a) This Agreement is 28 unmodified and in full force and effect, or if there have been modifications hereto, that this Agreement is in full force and effect as modified and stating the date and nature of such modification; (b) There are no current uncured defaults under this Agreement or specifying the dates and nature of any such default; and (c) Any other reasonable information requested. The failure to deliver such a statement within such time shall constitute a conclusive presumption against the party which fails to deliver such statement that this Agreement is in full force and effect without modification except as may be represented by the requesting party and that there are no uncured defaults in the performance of the requesting party, except as may be represented by the requesting party. Section 13 . Counterparts and Exhibits . This Agreement is executed in four (4 ) duplicate counterparts, . each of which is deemed to be an original. This Agreement consists of thirty-one (31) pages of text and signatures; a cover sheet, a table of contents and notary acknowledgment forms on additional pages; and, in addition two (2) exhibits. This Agreement and its exhibits constitute the entire understanding and -agreement of .the parties . The following exhibits are attached to this Agreement and are incorporated into this Agreement for all purposes by this reference: 29 i Exhibit A Description of the Property Exhibit B Map Showing Location of Property IN WITNESS WHEREOF, Property Owner and County have executed this Agreement as of the date first hereinabove written. COUNTY: COUNTY OF CON RA COSTA By: '5 t y Bragdon, Directo lep�ar tment of Community Development Approved as to Form: Victor Westman County Counsel By: Title: 30 4 PROPERTY OWNER: WINDEMERE RANCH PARTNERS, a California limited partnership BY: WINDEMERE GENERAL PARTNERS, a . California general partnership Its Managing General Partner BY: WINDEMERE ASSOCIATES, a California general partnership Its General Partner BY: CJICO WINDEMERE GROUP, a California general partnership Its General Partner By: James W. Sievers General Partner BY: CWL WINDEMERE GROUP, a California limited partnership Its General Partner By: . Allan Cha an, General Partner 31 E09482 ( 16769) ( 1) e a, STATE OF CALIFORNIA ) ss COUNTY OF CONTRA COSTA ) On this 9th day of October, in the year 1990, before me, a notary public in and for said county any state, personally appeared Karl Wandry, �/ - or proved to me on the basis of satisfactory evidence-F to be the person who executed this instrument as Deputy Director of the Contra Costa County Department of Community Development and acknowledged to me that the Contra Costa County executed it. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year above written. OFFICIAL SEAL ""Notary Publ 4c • KRIS SAAD Notary PubI,� Ifomla CONTRA COSTA COUNTY Own.My O n'1.Exp.Apt 5.1991 • 1` a, STATE OF CALIFORNIA } ss . COUNTY OF SAN FRANC t SCO ) On this �' day of October, 1990, before me, a Notary Public in and for said State, duly commissioned and sworn, personally appeared F. Allan Chapman, personally known to me (or proved to me on the basis of satisfactory evidence) to be a general partner of CWL Windemere Group, a California limited partnership, the limited partnership executing the within . instrument, and executed the within instrument on behalf of said limited partnership, and acknowledged to me that such limited partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date in this certificate first above written. OFFICIAL SEAL LILIBETH Y. ABAD NOTARY °LIpC-CALIFORNIA C SAN FRAt�isc F My c . Exp. Auc. t N6tary Public E21479 (DFA1] STATE OF CALIFORNIA ) ss. COUNTY OF SAN MATEO ) On this day of October, 1990, before me, a Nortary Public in and for said State, duly commissioned and sworn, personally appeared James W. Sievers, personally known to me (or proved to me on the basis of satisfactory evidence) to be a general partner of CJICO Windemere Group, a California general partnership, the general partnership executing the within instrument, and executed the within instrument on behalf of said general partnership, and acknowledged to me that such general partnership executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal on the date in this certificate first above written. �F OFFICIAL SEAL . �~ KERIN A GARRETT NOTARY PUBLIC -CA>_IFORNIA Nota Public SAN MATED COUNTY My comm. expires NOV 9, 1990 EXHIBIT A Legal Description DESCRIPTIONS TSE LAW) REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTi OF CONTRA COSTA. UNINCORPORATED, DESCRIBED AS FOLLOWS: PORTION OF LOTS 4t 6 , 16t 17 AND 18 AND ALL OF LOTS 19t 20t 21, 22 23 , 241 25, 26t 27t 28t 29, 30 AND 31t PORTION OF LOT 32 AND ALL OF LOTS 33. 34t 37 AND 38, MAP OF THE PROPERTY OF THE ESTATE OF ELIZABETH A. DOUGHERTY, DECEASED, IN ALAMEDA AND CONTRA COSTA COUNTIES,, WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF CONTRA COSTA, STATE OF CALIFORNIA, ON MAY 4 , 1891 , IN BOOK C OF MAPSt PAGE 631 AND FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF ALAMEDA, STATE OF CALIFORNIA, ON MAY lit 1891• IN BOOR 8 OF MAPS , PAGE 75, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE LINE BETWEEN LOTS 18 AND 191 WITH THE MOST WESTERLY LINE OF LOT 8t AS DESIGNATED ON THE MAP ABOVE REFERRED TO; THENCE FROM SAID POINT OF BEGINNING ALONG THE LINE BETWEEN LOT 18 AND LOTS 8 AND 9t SOUTH 1 WEST, 6 .13 CHAINS; SOUTH 50 EAST 17.50 CHAINS AND SOUTH ll* 1S ' WEST 17.18 CHAINS TO THE CORNER COMMON TO LOTS 9t 10t 17 AND 18t SAID CORNER BEING AN ANGLE POINT IN THE EXTERIOR LINE OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO FRANK PINE, ET AL, RECORDED MARCH 19s 1912• BOOR 1791 DEEDS, PAGE 184; THENCE ALONG SAID EXTERIOR LINE AS FOLLOWS: NORTH 770 50' WEST, 7.98 CHAINS; SOUTH 610 OS' WEST 13 .42 CHAINS; AND SOUTH 750 WEST 24 CHAINS TO THE LINE BETWEEN LOTS 17 AND 311 THENCE ALONG SAID LINE SOUTH 50 WEST 11 CHAINS AND SOUTH 180 30 ' WEST 9 CHAINS TO THE NORTHWEST CORNER OF LOT 161 THENCE ALONG TEE LINE BETWEEN LOTS 16 AND 32, SOUTH 25° WEST, 3.95 CHAINS; THENCE LEAVING SAID LINE SOUTH 140 15' WEST* 11.79t CHAINS TO A POINT ON SAID LINE BETWEEN LOTS 16 AND 321 THENCE ALONG SAID LINE SOUTH 220 WEST 1.61 CHAINS TO THE NORTHWEST CORNER OF THE 135.80 ACRE TRACT OF LAND DESCRIBED IN THE DEED TO M. S. DUARTE, RECORDED NOVEMBER 16t 19110 BOOK 1995, DEEDSt PAGE 1621 ALAMEDA COUNTY RECORDS; THENCE SOUTH 220 WESTt 2.87 CHAINS; THENCE SOUTH 66° 30 ' WEST 7 .13 CHAINS; THENCE SOUTH 210 15' WEST• 12:54 CHAINS TO THE SOUTH LINE OF LOT 321 THENCE ALONG THE SOUTH LINE OF LOTS 32, 33 AND 34, NORTH 680 45 ' WEST 52.67 CHAINS TO THE MOST WESTERLY CORNER OF LOT 341 THENCE ALONG THE WEST LINE OF LOTS 31 AND 341 NORTH 280 15' EAST, 71.9 CHAINS TO THE SOUTHWEST LINE OF LOT 30; THENCE ALONG THE LINE BETWEEN LOTS 30 AND 35, NORTH 580 43' WEST 792 FEET,, NORTH 38° 12' WEST 759.20 FEET/ AND NORTH 650 43 ' WEST 132 FEET TO THE CORNER COMMON TO LOTS 30t 35 AND 361 THENCE ALONG THE LINE BETWEEN SAID LOTS 30 AND 36t NORTH 650 431 WEST, 481.8 FEET AND NORTH 380 131 WEST 759 FEET TO THE CORNER COMMON TO LOTS 30t 36 AND 37; THENCE ALONG THE LINE BETWEEN SAID LOTS 36 AND 37t NORTH 360 43' WEST 2112 FEET TO THE CORNER COMMON TO LOTS 36# 3 7, 3 9, AND 481 THENCE ALONG THE LINE BETWEEN. SAID LOTS 37 AND 39, NORTH 410 171 EAST 264 FEET NORTH 8510 472 EAST 561 FEET AND NORTH 20" 47' EAST 1314.72 FEET s q TO THE CORNER COMMON TO LOTS 271, 37 , AND 39; THENCE ALONG TSE LINE BETWEEN SAID LOTS 27 AND 39# NORTH 10 28' WEST 396 FEET, NORTH 140 02' EAST429 €EETt NORTH 190 58' WESTt 462 FEET, NORTH 30' 02' EAST 594 FEET AND NORTH 270 43' WEST 660 FEET TO THE CORNER COMMON TO LOTS 27, 39 AND 40; THENCE ALONG THE LINE BETWEEN SAID LOTS 27 AND 401 NORTH 12° 17 ' EAST 326.70 FEET AND NORTE 320 02' EAST 280.5 FEET TO THE CORNER COMMON TO LOTS 261 27 AND 40; THENCE ALONG THE LINE .BETWEEN SAID LOTS 26 AND 40, NORTH 150 32 ' EAST 564.30 FEET AND NORTH 450 02' EAST 316.8 FEET TO THE CORNER COMMON TO LOTS '26p 40 AND 41; THENCE ALONG . THE LINE BETWEEN SAID LOTS 26 AND 41# NORTH 340 02' EAST 809.82 FEET TO THE CORNER COMMON TO LOTS 25j 26 AND 41; THENCE ALONG THE LINE BETWEEN SAID LOTS 25 AND 41, NORTH 370 32' EAST 534.6 FEETt NORTH 130 47 ' EAST 710.16 FEET AND NORTH 300 47 ' EAST 372.24 FEET TO THE CORNER COMMON TO LOTS 24t 25t 41 AND 42; THENCE ALONG THE LINE BETWEEN SAID LOTS 24 AND 42, NORTH 210 02 ' EAST 825 FEET, NORTH 270 02 ' EAST 396 FEET, NORTH 520 02 ' EAST 330 FEET# NORTH 450 324 ; EAST 594 FEET AND NORTH 190 47 ' EAST 481.8 FEET TO THE NORTH LINE OF SAID LOT 24; THENCE ALONG SAID NORTH LINE OF LOT 24 AND ALONG THE NORTH LINE OF LOT 23 , SOUTH 890 45' EAST 5946 .60 FEET TO THE NORTHWEST CORNER OF LOT 1; THENCE ALONG THE LINE BETWEEN LOTS 1 AND 23t SOUTH 5° WEST 10 CHAINS TO THE CORNER COMMON TO LOTS 1 AND 2, ON THE EAST LINE OF LOT 23; THENCE ALONG THE EAST LINE OF LOTS 23 AND 221 SOUTH 5° WEST 8 CHAINS, SOUTH 260 EAST 14.80 CHAINS AND SOUTH '10 45' WEST 13 CHAINS AND SOUTH 450 WEST 7 .70 CHAINS TO THE CORNER COMMON BETWEEN LOTS 2 AND 3 ON THE EAST LINE OF LOT 22, BEING THE NORTHWEST CORNER OF THE PARCEL OF LAND DESCRIBED IN THE DEED TO 1ANUEL S. MATTOS , RECORDED NOVEMBER 261 19231 BOOR 453 , DEEDS, PAGE 66; THENCE ALONG THE WEST LINE OF SAID MATTOS PARCEL, AS FOLLOWS: SOUTH 53° WEST, 3 .5 CHAINS; SOUTH 190 WEST# 14.8 CHAINS ' SOUTH 50° 45 ' EAST# 5 CHAINS AND SOUTH 10 30 ' WEST 6 .64 CHAINS TO A WHITE OAR TREE AT THE NORTHWEST CORNER OF THE 254.97 ACRE PARCEL OF LAND DESCRIBED IN TEE DEED TO ANTONE PERRY SILVAt ET AL# RECORDED JUNE 23* 1.923 # BOOR 435 DEEDS, PAGE 417; THENCE ALONG THE WEST LINE OF SAID SILVA PARCELt AS FOLLOWS: SOUTH 370 30' WEST, 12.25 CHAINS; SOUTH 120 WEST# 2.2 CHAINS] SOUTH 1.28 CHAINS; SOUTH 50 30' WEST# 9.90 CHAINS; SOUTH 00 45' EAST 25.92 CHAINS AND SOUTH 480 30' EAST 9.05 CHAINS TO THE NORTHWEST CORNER OF THE 146.48 ACRE PARCEL OF LAND DESCRIBED IN THE DEED TO THEODORE NISSENt RECORDED OCTOBER 241 19081 BOOR 140 DEEDS# PAGE 83# CONTRA COSTA COUN'T'S RECORDS; THENCE ALONG THE MOST WESTERLY LINE OF SAID PARCEL OF LAND, SOUTH 230 44' 15" WEST 1412.01 FEET AND SOUTH 400 39 35" WEST 554.24 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL, BEING ALSO THE NORTHWEST CORNER OF THE PARCEL OF .LAND DESCRIBED IN THE DEED TO W. H. DONAHUE, RECORDED APRIL St 1905t BOOR 110 DEEDSt PAGE 4071 CONTRA COSTA COUNTY RECORDS; THENCE ALONG THE WEST LINE OF SAID PARCEL SOUTH 00 41' 30" WEST, 1146.45 FEET TO THE POINT OF BEGINNING. t EXCEPTING THEREFROM: THE ESTATE AWARDED TO UNITED STATES OF AMERICA IN THE FINAL JUDGMENT DATED JULY 21, 1947, UNDER ACTION NO. 22352-R IN THE DISTRICT COURT OF THE UNITED STATES, IN AND FOR THE NORTHERN DISTRICT OF CALIFORNIA, SOUTHERN DIVISION, A CERTIFIED COPY OF WHICH WAS RECORDED AUGUST 2, 1947, BOOR 1104 OFFICIAL RECORDS, PAGE 377. ALSO EXCEPTING THEREFROM: THE RIGHTS RESERVED IN THE DEED FROM EMIL GUMPERT, ET AL, ' TO EDCEL N.B. , A NETHERLANDS ANTILLES CORPORATION, RECORDED MARCH 28, 1980, AS INSTRUMENT NO. 80-39830 , AS FOLLOWS: "BUT ONLY AS TO THE AREA LYING MORE THAN FIVE HUNDRED (500) FEET BELOW THE LAND SURFACE OF THE REAL PROPERTY, AN UNDIVIDED ONE-HALF (1/2) INTEREST IN AND TO ALL RIGHTS T0, AND ONE-HALF (1/2) OF ALL OIL, GAS, MINERALS , PETROCHEMICALS AND OTHER HYDROCARBON SUBSTANCES IN, UNDER OR PRODUCED AND SAVED FROM, THE REAL PROPERTY WHETHER OR NOT OF RECORD" . 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