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					                                                           CITY OF HERCULES
                                           BASIC APPLICATION FOR DEVELOPMENT REVIEW
                                                        111 Civic Drive, Hercules, CA 94547
                                                      Phone: 510-245-6529 Fax: 510-245-6530
                                                                www.ci.hercules.ca.us

                             Application to Amend Development Agreement:
                                       Hercules Bayfront Project


A completed Basic Application for Development Review is required for all City of Hercules Zoning and Subdivision
Permit applications. This application requests general information about your project and submittal requirements.
Supplemental information, statements and/or forms may be required for your specific project as determined by staff.

                                           1.    TYPE OF APPLICATION
  Conditional Use Permit                           Lot Merger/Lot Line Adjustment
  Variance                                         Tentative Parcel Map (1 – 4 lots)
  Design Review                                    Tentative Tract Map (5 or more lots)
  Sign Permit                                      General Plan Amendment
  Rezoning                                         Conceptual/Initial/Final Planned Development Plan
  Other Development Agreement Amendment

                                      2.        GENERAL DATA REQUIRED
A. PROPERTY ADDRESS OR LOCATION:

Hercules Bayfront, LLC (“Applicant”) owns 40.96 acres of land located within the City’s Waterfront District Master Plan
(“WDMP”) area, which land is the subject of this application. This land is bounded generally by San Pablo Bay,
Hercules Point and the Union Pacific Railroad line on the north; the Northshore Business Park on the east; residential
neighborhoods (including the Refugio Neighborhood, Central Neighborhood, and ongoing new residential/ mixed-use
construction) on the south; and San Pablo Bay and the San Pablo Bay Regional Shoreline on the west. The proposed
development of this land as described in the attached exhibits will be referred to as the “Project”.

B. APPLICANT      NAME:

Hercules Bayfront, LLC
Attn: Ethan Sischo




APPLICANT ADDRESS/ZIP:

HERCULES BAYFRONT, LLC
C/O ANDERSON PACIFIC, LLC
6701 CENTER DRIVE WEST, SUITE 710
LOS ANGELES, CA 90045

PHONE: (310) 689-2300             FAX: (310) 689-2305          EMAIL: esischo@andersonpacificllc.com




       Development Agreement Application                   1                           SUBMITTED: October 5, 2009
C. DESCRIPTION OF PROPOSAL (including type of use, hours of operation, number of employees, etc., on additional sheets if
   needed.)

Please see attached Exhibit A for a description of the Applicant’s proposal, which is consistent with and further
implements the Waterfront District Master Plan (“WDMP”) and the Waterfront Master Plan Initiative (“Initiative”)
approved in 2008.

The Initiative approved, among other things, a development agreement between the City of Hercules and the Applicant
(“Development Agreement”). The Applicant is filing this “Application to Amend the Development Agreement,” which
proposes certain changes to this agreement to ensure consistency with the Project. Please see attached Exhibit B for the
Applicant’s proposed amendments to the Development Agreement.


D. ASSESSOR’S PARCEL NUMBER:

APN: 404-020-065, -083, -084, -085, -086; 404-670-016, -017, -018; 404-490-080, -100


E. SITE AREA (ACRES/SQ.FT.):

40.96 gross acres


F. GENERAL PLAN LAND USE AND ZONING CLASSIFICATION:

The existing General Plan Land Use and Zoning Designations are Historic Town Center (HTC), Planned Commercial-
Residential (PC-R), and Residential Single Family Low Density (RS-L).

G. EXISTING USE OF PROPERTY:

Currently, it is in an undeveloped state, except for two vacant structures: (1) the former Hercules Powder Company
Administration Building; and (2) the former Hercules Powder Company Clubhouse.


H. DESCRIPTION OF SURROUNDING USES:

Existing uses in the vicinity include the San Pablo Bay, Hercules Point and the Union Pacific Railroad line to the north;
the Northshore Business Park to the east; residential neighborhoods (including the Refugio Neighborhood, Central
Neighborhood, and ongoing new residential/ mixed-use construction) to the south; and San Pablo Bay and the San Pablo
Bay Regional Shoreline on the west. Refugio Creek, which has been previously channelized, discharges into San Pablo
Bay in the northern portion of the property.




        Development Agreement Application                    2                            SUBMITTED: October 5, 2009
                    3.       SUPPLEMENTAL PROJECT & LOT INFORMATION
                (SEE ABOVE AND RELATED DEVELOPMENT APPLICATIONS)
                                                                                                 % Change
  AREA CALCULATIONS                        Existing (E)         New (N)        Total
                                                                                                  (N/E)
Footprint Area
Floor Area – Residential
Floor Area – Garage
Floor Area - Accessory
Structure(s)


        ZONING COMPLIANCE                                 Required        Existing              Proposed

Total Lot Area (in square feet)

Front Yard Setback

Side Yard Setback

Rear Yard Setback

Maximum Building Height

Parking Spaces

Open Space




       Development Agreement Application                    3                   SUBMITTED: October 5, 2009
                     4.       SUBMITTAL REQUIREMENTS: WHAT TO SUBMIT
The following information and drawings must be included in the submittal package for your application. Planning staff
reserves the right to require additional plans as needed for certain development proposals. *See Section 5 for details.

Required Submitted


      X     Basic Application For                 This application and all information required in the Submitted column.
            Development Review

            Application for Hercules              Required for all new construction projects.
            Municipal Utility
                                                      •   For new Subdivisions
            (N/A)
                                                      •   For Commercial (non-residential)

            Supporting Statements                 Justification statement describing how the proposal adheres to the
            and Required Findings                 applicable criteria and required findings.
            (N/A)

            Site Plan*                            Submit twenty (20) folded sets of full-size plans and one (1) 11” x 17”
            (N/A)                                 reduction for all applications.

            Building Floor Plans, Elevations      Include the number of plans, and elevation drawings for review. Please
            and Cross Sections*                   also submit one (1) reduced to 11” x 17”.
            (N/A)

      X     Envelopes for Mailing Notice          LEGAL-SIZE (9½ x 4) envelopes with mailing information for
            Information                           property owners within 300 feet of the location of the proposed
            (submitted with related               project. Envelopes must have prepaid postage. Date stamped
            application)                          envelopes are not allowed.

            Site Survey                           Required for all new construction projects.
            (N/A)

      X     Preliminary Title Report not more     Legal lot description, easements, deed restrictions, and all conditions,
            than 60 days old                      covenants and restrictions are required for all lot line adjustments.

            Landscape/Irrigation Plan*            Required for all new construction projects.
            (N/A)

            Grading Plan and Calculations*        Required if the project proposes any site grading.
            (N/A)

            Materials and Color Board             Samples of colors and materials.
            (N/A)

      X     Filing Fees $6,800.00                 Applicable fee, which covers: 1) public notification; 2) environmental
                                                  review and determination; and 3) a recommendation to the Planning
                                                  Commission or Community Development Director. Fee is payable by
                                                  check made out to the “City of Hercules” or credit card.




        Development Agreement Application                   4                             SUBMITTED: October 5, 2009
           5.       DETAILED INFORMATION FOR SUBMITTAL REQUIREMENTS

Plans submitted for review shall include the following details, as applicable. Planning staff reserves the right to
require additional information plans as needed.

ALL PLANS
  Fold plans to 9” x 12” maximum size. Plans must be on sheets no greater than 24” x 36”.
  Include north arrow, date prepared and scale. Acceptable scales are: 1” = 10’, 1” = 20’, 1/4” = 1’, 1/8” = 1”.
  Other scales may be appropriate, but should be discussed with Planning staff before filing.
  Name and phone number of person preparing the plan. Stamp and “wet signature” of licensed architect,
  landscape architect and/or civil engineer required on final plans as appropriate or required.

FLOOR PLAN (if applicable): Show all existing and proposed construction and/or alterations, fully
     dimensioned and prepared to appropriate scale.

SITE PLAN (required): Include
           Summary Table showing:
                   Square footage of the lot
                   Square footage of the existing and proposed structures
                   Lot coverage
                   Lot slope indicated by contours at regular intervals, or site survey if required

                Location of proposed development. Illustrate the property lines.
                Location and dimensions of all existing and proposed buildings
                Dimensions of required and proposed front, side and rear yards
                Location and dimensions of existing and proposed driveways, garages, carports, parking spaces
                and maneuvering aisles
                Location and dimension of existing and proposed private and public open space
                Location of all existing trees, and indication of any trees to be removed
                Location of existing and proposed height of walls and fences, indicating top and bottom wall and
                fence elevations with spot elevations or contours shown at regular intervals
                Building footprints and approximate height of structures on adjacent lots
                Location of drainage ways, creeks or wetlands
                Vicinity map indicating site in relationship to major streets

GRADING PLAN (if required): Show existing and proposed grading plan and/or map showing regular interval
    existing and proposed contours of new construction and/or alterations or additions on sloped property.
    Also show cut and fill amounts in cubic yards. Developers are required to submit an Erosion Control
    Plan/Storm Water Pollution Prevention Plan (SWPP) if grading activity is anticipated between October
    15 to April 1 of each year.

ELEVATIONS ( if applicable): Show all structure elevations fully dimensioned and prepared to appropriate
    scale:
           Existing and proposed new construction and/or alterations, including all mechanical, duct work,
           utility boxes (front, side and rear). All elevations of each building to be constructed.
           Details for fascia trim, windows, doors, trim, sills, railing and fencing and final height of
           building.


                                                                                         (continued on next sheet)
       Development Agreement Application                 5                          SUBMITTED: October 5, 2009
   (CONTINUED ) 5. DETAILED INFORMATION FOR SUBMITTAL REQUIREMENTS



LANDSCAPE AND IRRIGATION PLAN (if required): All landscape design shall be prepared per
    Stormwater C.3 Guidebook. Development shall show Post Construction Best Management Practices
    (BMPs). Copies of the Stormwater C.3 Guidebook is available in the Engineering Division.
    Development shall show planting areas and proposed plant palette. Indicates type, size and location of
    new landscaping to be installed and any existing landscaping that is to be removed. Include landscape
    lighting locations and cutsheet/details of the type of lighting fixtures.

EXTERIOR LIGHTING PLAN (if applicable): Show location and type of lighting fixtures proposed,
    including manufacturer’s sheet and details.

ROOF PLAN (if applicable): Show direction of slope and location of mechanical equipment ducts and vents.




       Development Agreement Application            6                        SUBMITTED: October 5, 2009
                       6. PROPERTY OWNER To COMPLETE THIS SECTION                                                                I
Name Hercules Bayfront, LLC

Address 6701 Center Drive West, Suite 710

Phone No. (310) 689-2300 FAX No. (310) 689-2305

Signature of Property Owner/Applicant

                                                     Hercules Bayfront, LLC
                                                     a Delaware limited liability Company

                                                     By: APL-Hercules, LLC
                                                        a Delaware limited liability Company
                                                        Its: Manager

                                                         By: Anderson Pacific, LLC
                                                             a Delaware limit d liability Company
                                                            Its: Managing emb

                                                            By:
                                                                   James R. Anderson
                                                                   Managing Memb
Date: October 5, 2009

I authorize the applicant to submit the application on my behalf
(To be completed if Applicant is not the Property Owner)                         Signature of PropertY Owner




                                      7. APPLICANT CERTIFICATIONS

I understand that submission of this application does not constitute approval for any administrative review,
conditional use, variance, map approval or exception for any other City regulations, which are not specifically
the subject of this application. I understand further that I remain responsible for satisfying requirements of any
private restrictions or covenants appurtenant to the property.

I certify that I am the applicant and that the information submitted with this application is true and accurate to
the best of my knowledge and belief. I understand that the City is not responsible for inaccuracies in
information presented, and that inaccuracies may result in the revocation of planning permits as determined by
the Community Development Director. I further certify that I am the owner or purchaser (or option holder) of
the property involved in this application, or the lessee or agent fully authorized by the owner to make this
Submission.

I certify that statements made to me about the time it takes to review and process this application are general.
The City has attempted to request everything necessary for an accurate and complete review of your proposal;
however, after the City has taken in your application and reviewed it further, it may be necessary to request
additional inforniation and clarification.

   ^- ^ "& -                            /0
Signature of Owner or Authorized Agent Dko
                                                                                                                /5-/0,7
         Development Agreement Application                           7                              SUBMITTED: October 5, 2009
           8.       PLANNING DEPARTMENT TO FILL OUT THIS INFORMATION:
Application Taken in by:           Project Discussed at Counter Related Files:                Date:
                                   with:
CEQA Status:          Exempt         Initial Study   Env. Impact Report


Applicable CEQA Section:______________________
                                                               Review Body:
                                                                 Community Development Staff
300 Foot Public Notification:
                                                                 Town Architect
  Yes            No
                                                                 Community Development Director
                                                                 Planning Commission
Public Hearing:
                                                                 City Council
  Yes            No
                                                                 Other _____________

Subject to Appeal Process:
  Yes
  Appeal to Planning Commission
  Appeal to City Council




        Development Agreement Application                  8                           SUBMITTED: October 5, 2009
                                                           EXHIBIT A

                                DESCRIPTION OF HERCULES BAYFRONT PROJECT

                                                   Hercules Bayfront Project

The project applicant, Hercules Bayfront, LLC (“Applicant”), is proposing to develop the Historic Town Center
and Transit Village sub-districts of the City-adopted Waterfront District Master Plan (“Waterfront District
Master Plan” or “WDMP”). The proposed Hercules Bayfront Development (“Project”) is summarized below.
Following is a description of relevant background information, the location and characteristics of the proposed
Project, its proposed development program, other Project infrastructure, facilities and services, and the
approvals from the City required for development of the Project.

I.         Relevant Background Information

           A.         Prior Approval of the Waterfront District Master Plan and the
                      Hercules Bayfront Project

On July 25, 2000, the City Council adopted the WDMP. Between 2000 and 2008, almost all of the property
within the WDMP area was developed in accordance with the WDMP.

On July 22, 2008, the City Council adopted the Waterfront Master Plan Initiative (“Initiative”). It concerned
the remaining undeveloped portions within the WDMP area, including a 40.96-acre site1 owned by the
Applicant (“Applicant’s Property”).2

The Initiative included the following objectives:

     •     To promote and enhance the unique waterfront character and scenic resources of the City of Hercules’
           Waterfront District through development of a transit-oriented neighborhood that included walkable
           streets, a variety of dwelling types and businesses, and public plazas with views of San Francisco and
           San Pablo Bays.

     •     To implement the final stages of the Hercules WDMP through implementation of development
           standards and design guidelines for the Historic Town Center and Transit Village sub-districts.

     •     To implement the goals and objectives of the WDMP by providing for the location of an Intermodal
           Transit Center, linking together rail service, ferry service to downtown San Francisco, and bus service
           (WestCAT), making Hercules home to the first multi-modal train, ferry and bus center in California.

     •     To preserve and reuse existing historic structures within the Historic Town Center — specifically, the
           Clubhouse and the Administration Building of the old Hercules Powder Company — and to weave
           these historic buildings into the fabric of an architecturally cohesive and harmonized bayfront area.

     •     To assist the City of Hercules in meeting its housing needs for all economic segments of the population,
           while promoting the planning principles of New Urbanism and Smart Growth by implementing detailed

           1
               Acreage refers to gross acres unless otherwise specified.
           2
           In addition to development of the Project, the Initiative addressed the proposed development of 10.9 acres of
open space (Hercules Point) and 53 acres of waterfront, tidal and submerged property northwest of the railroad tracks.
Since these sites are not proposed for development in the near term, they are not included in this Project Description.



         Development Agreement Application                           9                          SUBMITTED: October 5, 2009
        development standards and design guidelines for the Historic Town Center and Transit Village sub-
        districts.

The Initiative resulted in the adoption of a number of legislative approvals, including amendments to the
General Plan, Zoning Code and the WDMP, as well as approval of a Development Agreement between the City
of Hercules and the Applicant (collectively, the “2008 Legislative Approvals”). Of particular note, the WDMP
was amended to include a Form-Based Code (Section 4 of the WDMP), which regulates development of the
Project Site (as well as Hercules Point) through imposition of detailed development standards and design
guidelines. Because the 2008 Legislative Approvals were adopted by initiative, no CEQA review was required.

II.     Project Description for Purposes of CEQA Review

        A.       Scope of CEQA Review for the Hercules Bayfront Project

Development of the WDMP area is in its near final stages.3 The Applicant desires to further implement the
development envisioned by the WDMP and the Initiative. In connection with such implementation, Applicant
desires to make certain revisions to program, design and circulation elements, some of which are intended to
accommodate the addition of the pedestrian over-crossing to Hercules Point. These revisions are summarized
below in Section II(C); for a complete description of the proposed revisions, please see the “Application to
Amend the Waterfront District Master Plan” (“Zoning Text Amendment Application”) and attachments filed
concurrently therewith.

These revisions are generally consistent with the Initiative. They provide further detail regarding development
of the Applicant’s property and they also impose maximum levels of development. Collectively, these revisions
are referred to as the “Proposed Revisions.”

Because CEQA review was not required for the Initiative, the Applicant now seeks to ensure that all
environmental impacts are evaluated. Therefore, the Applicant requests the environmental impact report for the
Project (“EIR”) include a "ground-up analysis" of the entire development program for the Project, including the
Proposed Revisions, as well as the overall development for the Project envisioned by the WDMP and the
Initiative.4 Accordingly, for purposes of the EIR, following is the Applicant’s description of the Project.

        B.       Project Site Location and Characteristics

The Project site is bounded generally by San Pablo Bay, Hercules Point and the Union Pacific Railroad line on
the north; the Northshore Business Park on the east; residential neighborhoods (including the Refugio
Neighborhood, Central Neighborhood, and ongoing new residential/ mixed-use construction) on the south; and
San Pablo Bay and the San Pablo Bay Regional Shoreline on the west. See Figure 1: Project Site and Regional
Location.

The Project site is located in the WDMP area, and is comprised of the two northernmost sub-districts of the
WDMP, referred to as the Historic Town Center and the Transit Village. See Figure 2: Revised Conceptual
District Master Plan Diagram and Planning Sub-District Diagram.

        3
          Other than the Project site, Hercules Point is the only remaining undeveloped property within the WDMP area.
        4
          The Applicant does not own Blocks F and H, and therefore the Applicant is not seeking any discretionary
approvals for Blocks F and H at this time. However, these blocks are within the WDMP area and planned for future
development. Therefore, the Applicant requests the EIR include Blocks F and H in its analysis, consistent with the
estimated build-out that was approved by the Initiative, to ensure all potential environmental impacts are evaluated.
Accordingly, for purposes of CEQA review, the “Project Site” consists of the Applicant’s Property (40.96 acres) and
Blocks F and H (1.40 acres), totaling 42.36 acres.



      Development Agreement Application                       10                              SUBMITTED: October 5, 2009
Currently, the Project site is in an undeveloped state, except for two vacant structures: (1) the former Hercules
Powder Company Administration Building; and (2) the former Hercules Powder Company Clubhouse.

Existing uses in the vicinity of the Project site include the San Pablo Bay, Hercules Point and the Union Pacific
Railroad line to the north; the Northshore Business Park to the east; residential neighborhoods (including the
Refugio Neighborhood, Central Neighborhood, and ongoing new residential/ mixed-use construction) to the
south; and San Pablo Bay and the San Pablo Bay Regional Shoreline on the west. Refugio Creek, which has
been restored upstream, discharges into San Pablo Bay in the northern portion of the Project site.

          C.         Project Characteristics and Development Program

The Project is intended to further implement the WDMP. It is designed to promote and enhance the unique
waterfront character and scenic resources of the City of Hercules’ Waterfront District through development of a
transit-oriented, mixed-use neighborhood that includes walkable streets, a variety of dwelling types and
businesses, and public plazas with views of San Francisco and San Pablo Bays.

The Project will be developed in accordance with the applicable provisions of the WDMP as it may be amended
by the Proposed Revisions.

                     1.        Maximum Amount of Proposed Development

To implement the development envisioned by the WDMP and the Initiative, the Applicant proposes the
following maximum development program on the Project Site:

    •     A maximum of 1,392 multi-family residential (non-flex) units (125 of these units may be replaced with
          a 125-room hotel as an anchor to Bayfront Boulevard).5

    •     A maximum of 115,000 square feet of office (non-flex) uses, which could include commercial or
          conference space as part of the adaptive re-use of historic buildings.6

    •     A maximum of 90,000 square feet of retail (non-flex) uses.7

    •     A maximum of 134,000 square feet of flex uses, that may be developed as residential, office (including
          live/work), and/or retail space, of which no more than 67,000 square feet shall be permitted to be built
          as retail uses. In addition, if all 134,000 square feet of flex space were developed with residential uses,
          the maximum number of units would be 134.8

          5
              The 1,392-residential unit count is the same amount as estimated in the Initiative (see p. 10 of Initiative).
          6
           81,000 square feet of office (non-flex) space was the estimated buildout in the Initiative (see p. 10 of Initiative).
Based on refinements to the development plan, the Applicant proposes a maximum of 115,000 square feet of office (non-
flex) space, which is consistent with the development permitted by the Initiative although greater than the office (non-flex)
buildout estimate in the Initiative.
          7
           74,500 square feet of retail (non-flex) space was the estimated buildout in the Initiative (see p. 10 of Initiative).
Based on refinements to the development plan, the Applicant proposes a maximum of 90,000 square feet of retail (non-
flex) space, which is consistent with the development permitted by the Initiative although greater than the retail (non-flex)
buildout estimate in the Initiative.
          8
         As approved by the Initiative, the Applicant proposes to develop a maximum of 134,000 square feet of “flex
space” which may be developed and used as residential, office (including live/work) and/or retail space depending on



        Development Agreement Application                            11                                SUBMITTED: October 5, 2009
  Regarding the flex uses, given the need for flexibility, the ultimate assignment of this flex space for
residential, retail or office uses is not currently known. However, to ensure all reasonably foreseeable
environmental impacts are evaluated, the Applicant proposes the EIR make the following reasonable yet
conservative assumptions as to the likely development of the 134,000 square feet of flex spaces. Specifically,
the Applicant recommends that the EIR assume a maximum of 67,000 square feet of the flex space would be
assigned to retail uses (the maximum amount proposed to be permitted), with the remaining 67,000 square feet
assigned to office uses. These assumptions are conservative since they represent the development scenario that
would generate the most traffic, and therefore related air and noise impacts. In addition, the Applicant suggests
that the EIR evaluate a scenario which assumes that all 134,000 square feet of flex were developed as 134
residential units (the maximum number of units proposed to be permitted) to ensure that all population-related
impacts (i.e. schools, public utilities, etc.) are fully evaluated.



Table 1 summarizes the proposed development program for the Project.




market conditions over time. However, there would be some limitations on how this flex space could be developed; i.e.,
(1) under no circumstances shall the applicant develop more than 67,000 square feet of flex uses as retail space; and (2) if
all 134,000 square feet of flex space is developed as residential uses, under no circumstances shall the applicant develop
more than 134 units. Working within these parameters, a number of development scenarios could occur. For example, the
Applicant could ultimately develop 67,000 square feet of retail uses with the remaining 67,000 square feet developed as
office uses. Another scenario could be to develop 67,000 square feet with retail uses, and the remaining flex space
developed with 67 residential units. Still another option could be to develop all 134,000 square feet with a maximum of
134 residential units.



      Development Agreement Application                         12                               SUBMITTED: October 5, 2009
                                                          TABLE 1

                                     Maximum Development Program By Sub-Area

           (This Table 1 replaces the “Estimated Buildout” table on p. 10 of the Initiative)

                             Approx.        Maximum              Maximum         Maximum         Maximum
          Project Sub-        gross         Residential          Office (sf)     Retail (sf)     Flex-Space
             Area            Acreage        (non-flex)           (non-flex)      (non-flex)          (sf)
                                              Units
           The Bowl           9.96           336                 75,0002              0             10,000
         (Blocks A, B,
              C)1
            Bayfront         10.03           3054                35,000            77,000           40,000
           Boulevard3
          (Blocks D-J)

          The Village        22.37           751                  5,000            13,000           84,000
         (Blocks K-R)


                Totals:      42.36          1,3925               115,0006         90,0007          134,0008

           1.
                      Block letters correspond to those on Figure 3.
           2.
                      Office (non-flex) square footage includes the adaptive re-use of the existing historic factory
                      Clubhouse and Administrative Buildings.
           3.
                      An Intermodal Transit Center (with bus, ferry and rail service) would be developed on Block I.
                      These figures also reflect the uses and square footage for Blocks F and H approved by the
                      Initiative. Nothing in this Table 1 affects any development rights for Blocks F and H granted
                      under the Initiative.

           4.         This figure includes the possible development of a 125-room hotel that would substitute for 125
                      residential (non-flex) units; in the event the hotel is not developed, this area would be developed
                      with 305 multi-family residential (non-flex) units.

           5.         This figure constitutes the maximum number of residential (non-flex) uses that could be
                      developed.

           6.         This figure constitutes the maximum amount of office (non-flex) uses that could be developed.

           7.         This figure constitutes the maximum amount of retail (non-flex) uses that could be developed.

           8.         This figure constitutes the maximum amount of flex space that could be developed. As
                      discussed above, this flex space may be developed with and used as residential, office
                      (live/work), and/or retail uses. Given the need for flexibility the ultimate assignment of this flex
                      space is not currently known. However, for purposes of the environmental review, the Applicant
                      suggests that the EIR assume a maximum of 67,000 square feet of this flex space will be
                      developed with retail uses and that the remaining 67,000 square feet will be developed with
                      offices uses.




Development Agreement Application                           13                                 SUBMITTED: October 5, 2009
                   2.       Description of Development Program By Sub-Area

The Project Site is divided into three distinct development areas: (1) the Bayfront Boulevard Mixed-Use area
(which includes the planned Intermodal Transit Center); (2) the Village area; and (3) the Bowl area (also
referred to as Crescent Heights); these are described further below. See Figure 3: Hercules Bayfront Project
Sub-Areas (replaces Exhibit H to the Initiative/page 5 in the WDMP).

                            a.       Bayfront Boulevard Mixed-Use Area (approximately 10.03 acres)

This approximately 10.03-acre portion of the Project Site is envisioned as a mixed-use, downtown district,
comprised of a variety of dwelling types and businesses. This area will have the character of a traditional town
center street lined with shopfronts, galleries and arcades. Public plazas along Bayfront Boulevard will allow
views of the Bay and access to a pedestrian promenade that runs along the railroad tracks. This promenade also
will serve as the Bay Trail, providing walkers and bicyclists a connection to the regional transit and trail
systems.

In addition, this area will include a new Intermodal Transit Center adjacent to Refugio Creek, which is
anticipated to eventually accommodate ancillary civic and community space. The Intermodal Transit Center
will offer rail service, bus service (WestCAT), and ferry service to downtown San Francisco.9

In total, this area will include a maximum of:

    •     305 multi-family residential (non-flex) units (125 of these units may be replaced with a 125-room hotel)

    •     35,000 square feet of office (non-flex) space

    •     77,000 square feet of retail (non-flex) space

    •     40,000 square feet of flex space

    •     the Intermodal Transit Center


Anticipated uses by block are described below.10

    •     Block D: This block will include approximately: either (1) a 125-room hotel or (2) 125 multi-family
          (non-flex) residential units; 12,500 square feet of retail (non-flex) uses; and 20,000 square feet of flex
          uses..

    •     Block E: This block will include approximately: 14,000 square feet of retail (non-flex) space; 10,000
          square feet of flex uses; and 65 multi-family residential units.



          9
           The Intermodal Transit Center is a separate project currently being evaluated under CEQA and NEPA in its own
EIR/EIS (“Intermodal Transit Center Project”). The Project EIR should assume the Intermodal Transit Center Project is
completed as part of its buildout. Similarly, the Intermodal Transit Center Project EIR/EIS should assume the completion
of the Project as part of its buildout.
10
   This Project Description sets forth the anticipated uses by block. However, the Applicant may transfer uses within
blocks so long as the transfer: (1) would not result in any new significant or more severe impacts than were studied in the
Project EIR; and (2) would otherwise be consistent with the WDMP and the Initiative.



        Development Agreement Application                       14                              SUBMITTED: October 5, 2009
     •     Block F: This block will include approximately: 11,000 square feet of retail (non-flex) uses and 25
           multi-family residential units. This represents the uses and square footage approved for Block F by the
           Initiative.11

     •     Block G: This block will include approximately: 14,000 square feet of retail (non-flex) space; 10,000
           square feet of flex uses; and 50 multi-family residential units.

     •     Block H: This block will include approximately: 11,000 square feet of retail (non-flex) uses and 25
           multi-family residential units. This represents the uses and square footage approved for Block F by the
           Initiative.12

     •     Block I: This block will include the Intermodal Transit Center that is currently being designed by the
           City/Agency and approximately 3,000 square feet of retail (non-flex) uses.

     •     Block J: This block will include approximately: 15 multi-family residential (non-flex) units; 11,500
           square feet of retail (non-flex) uses; and 35,000 square feet of office (non-flex) uses (which could
           include potential civic or conference space).

                      b.       The Village Area (approximately 22.37 acres)

Consistent with the City and community’s vision of New Urbanism and Smart Growth, this approximately
22.37-acre portion of the Project Site is planned for the highest density housing, as well as office and flex space.
The purpose of this area is to encourage a variety of housing types to serve a diverse range of household needs,
which will further support the transit facilities and commercial uses in surrounding areas. This area can
accommodate the tallest structures in the Project, up to eight stories in a few locations, as well as provide
separation from the existing nearby single-family units.

In total, this area will include a maximum of:

     •     751 multi-family residential (non-flex) units.

     •     5,000 square feet of office (non-flex) uses

     •     13,000 square feet of retail (non-flex) uses

     •     84,000 square feet of flex space



Anticipated uses by block are described below.

     •     Block K: This block will include approximately: 80 multi-family residential (non-flex) units; all of the
           planned retail (non-flex) uses for the Village area (approximately 13,000 square feet); and; 17,000
           square feet of flex uses.



           11
                Nothing in the Applicant’s proposal would affect the development rights for Block F granted under the
Initiative.
           12
                Nothing in the Applicant’s proposal would affect the development rights for Block H granted under the
Initiative.



         Development Agreement Application                         15                              SUBMITTED: October 5, 2009
    •     Block L: This block will include approximately: 75 multi-family residential (non-flex) units and
          25,000 square feet of flex uses.

    •     Block M: This block will include approximately: 135 multi-family residential (non-flex) units and
          4,000 square feet of flex uses.

    •     Block N: This block will include approximately: 50 residential (non-flex) units; 5,000 square feet of
          office (non-flex) uses; and 14,000 square feet of flex uses.

    •     Block O: This block will include approximately: 100 multi-family residential (non-flex) units and
          20,000 square feet of flex uses.

    •     Block P: This block will include approximately 135 multi-family residential (non-flex) units.

    •     Block Q: This block will include approximately: 86 multi-family residential (non-flex) units and 4,000
          square feet of flex uses.

    •     Block R: This block will include approximately 90 multi-family residential (non-flex) units.


                   c.       The Bowl Area (also known as Crescent Heights) (approximately 9.96 acres)

Situated on the historic factory town center site, this approximately 9.96-acre portion of the Project Site has
been carefully planned to integrate the existing historic factory Clubhouse and Administration Building
structures. Units with spectacular views of Mount Tamalpais and San Pablo Bay will be strategically carved
into the existing topography, giving the sense of a European town. The existing historic buildings along with
compatible higher density residential buildings will line the upper portion of the Bowl area, providing a
transition from the lower Bayfront commercial area to the future surrounding residential uses.

In total, this area will include a maximum of:

    •     336 multi-family residential (non-flex) units

    •     75,000 square feet of office (non-flex) uses (which includes the adaptive re-use of the Clubhouse and
          the Administrative Building)

    •     10,000 square feet of flex uses



Anticipated uses by block are described below.

    •     Block A: This block will include approximately: 25 multi-family residential (non-flex) units and
          40,000 square feet of office (non-flex) uses, which includes the proposed re-use of historic buildings
          that may be used as commercial or conference space.




        Development Agreement Application                   16                            SUBMITTED: October 5, 2009
     •     Block B: This block will include approximately 200 residential (non-flex) units.13

     •     Block C: This block will include approximately: 111 multi-family residential (non-flex) units; 35,000
           square of office (non-flex) uses; (this square footage includes the proposed re-use of historic buildings,
           potentially to be used as commercial space); and approximately: 10,000 square feet of flex uses.


           2.       Project’s Traffic, Circulation and Transit Plans

The Project is designed to facilitate alternative modes of transportation. It is pedestrian and bicyclist-oriented,
and includes walkable streets, the Bayfront Promenade, the Bay Trail, and the Creekside Trail along Refugio
Creek. In addition, the Project will facilitate transit by providing a location for an Intermodal Transit Center,
which will link together rail service, ferry service to downtown San Francisco, and bus service (WestCAT).

Figure 4 (Revised Street and Circulation Regulating Plan) reflects the proposed street and circulation plan for
the Project.14 Vehicular access to the Project Site will be provided by Railroad Avenue, Bayfront Boulevard,
Sycamore Avenue, Sanderling Drive and John Muir Parkway.15

The proposed pedestrian over-crossing will be located near a public plaza adjacent to Block D and
perpendicular to the railroad tracks, which will allow pedestrian and small service vehicular access to Hercules
Point. An access route between Blocks E and G for emergency vehicles to cross the railroad tracks also is
proposed as part of the Project.

The Project will be developed in accordance with the Street and Circulation Standards set forth in Section 4 of
the WDMP, as it may be amended by the Proposed Revisions.

Parking for the Project will be provided in accordance with the Parking Standards set forth in Section 4 of the
WDMP.


           3.       Project’s Civic Space and Park and Recreational Facilities

Figure 5 (Revised Civic Space Regulating Plan) reflects the Project’s proposed civic spaces and park and
recreational facilities.16 The Project includes a Natural Preserve/Hillside/Riparian Area; Bayfront/Creekside



13
  Residential units on Block B may be developed as multi-family or single family units. The Applicant anticipates that the
analysis will assume Multi-Family uses as to the housing type for purposes of the environmental review to ensure all
environmental impacts are fully considered.
14
  As described in the related Zoning Text Amendment Application, this revised Figure 4 reflects proposed amendments to
the original Street and Circulating Regulating Plan adopted by the Initiative. This revised Figure 4 would replace p. 4-3 of
Exhibit I of the Initiative.
15
   The John Muir Parkway connection between Block N and Block O will be achieved by the planned construction of a
two-lane westerly extension of the route from its existing terminus 60 feet south of the existing Waterfront District to
connect with a planned easterly extension of Bayfront Boulevard, as contemplated by the WDMP. Both of these
extensions are to be implemented as part of the separate Intermodal Transit Center Project. It is anticipated that the
environmental impacts of these two roadway extensions will be addressed in the CEQA/NEPA document for the
Intermodal Transit Center Project, which currently is being prepared.




         Development Agreement Application                      17                               SUBMITTED: October 5, 2009
Park; public plazas, squares and paseos; the Bayfront Promenade; Pocket Parks; Pocket Plazas; Playground/Tot
Lots; the Bay Trail; and the Creekside Trail.

In addition to the above uses, the Project includes restoration of the lower Refugio Creek channel east of
Sanderling Drive. This restoration will consist of re-grading and widening the creek bed in order to restore its
historic serpentine form. It also will increase flood-flow capacity, provide a creek floodplain, and restore
associated tidal wetlands.

The Project will be developed in accordance with the Civic Space Standards set forth in Section 4 of the
WDMP, as it may be amended by the Proposed Revisions.


D.         OTHER PROJECT INFRASTRUCTURE, FACILITIES AND SERVICES

The Project Site is located within the East Bay Municipal Utility District (EBMUD) service area and will be
provided potable water by EBMUD. Connections will be made to existing waterlines in the adjacent
developments.
With respect to wastewater, the Project will be served by the Hercules-Pinole JPA Sanitary Wastewater
treatment plant.

Dry utilities, electrical, and technology services will be provided by Hercules Municipal Utility Company. This
service provision will require the extension of lines from those existing in Bayfront Boulevard, Railroad
Avenue, John Muir Parkway, and Linus Pauling Drive.

Police and library services will be provided by the City of Hercules. Solid waste services will be provided by
Richmond Sanitary Service. Fire services will be provided by the Rodeo-Hercules Fire Protection District.
School services will be provided by West Contra Costa Unified School District and John Swett Unified School
District.

E.         DISCRETIONARY APPROVALS FROM THE CITY OF HERCULES

Implementation of the Project requires the City’s approval of the following:

     •     Amendments to the WDMP to reflect the Zoning Text Amendment Application for the Proposed
           Revisions.

     •     Amendments to the Development Agreement between the City of Hercules and Hercules Bayfront,
           LLC (approved in July 2008 by initiative), to reflect the Proposed Revisions.

     •     Approval of an Owner Participation Agreement and/or a further amended Development Agreement

     •     Approval of Tentative and Final Large-Lot Subdivision Map(s)

     •     Approval of Tentative and Final Subdivision Map(s)

     •     Approval of Final Planned Development Plan(s)

16
  As described in the related Zoning Text Amendment Application, this revised Figure 5 reflects proposed amendments to
the original Civic Space Regulating Plan adopted by the Initiative; this revised Figure 5 would replace p. 3-3 of Exhibit I of
the Initiative.



         Development Agreement Application                       18                                SUBMITTED: October 5, 2009
•     Design Review

•     Use Permit(s) for all uses requiring such approval, as listed on the Composite Use Table (Exhibit I to
      the Initiative, at pp. 1-8 and 1-9)

•     Minor Use Permit(s) for all uses requiring such approval, as listed on the Composite Use Table (Exhibit
      I to the Initiative, at pp. 1-8 and 1-9)




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                                            <Applicant's Draft – October 5, 2009 >
                                               <[Redline Compares Proposed Changes to the >
                                                                <Development Agreement >
                                                       <Approved by Initiative in July 2008]>
<RECORDING REQUESTED BY>
<AND WHEN RECORDED RETURN TO:>

<City of Hercules>
<City Clerk’s Office>
<111 Civic Drive>
<Hercules, CA 94547>

<Record for the Benefit of>
<The City of Hercules>
<Pursuant to Government Code>
<Section 6301>
                                                       <Space Above Reserved for Recorder’s Use Only>




                                <FIRST AMENDED AND RESTATED >

                                    <DEVELOPMENT AGREEMENT>


                                         <BY AND BETWEEN>

                                      <THE CITY OF HERCULES>

                                              <and>

                                     <HERCULES BAYFRONT, LLC>

                                               <for>

                                    <HERCULES BAYFRONT PROJECT
                                                 >




Development Agreement Application               25                            SUBMITTED: October 5, 2009
                      <First Amended and Restated >Development Agreement

                          Hercules Waterfront District Master Plan
           (Historic Town Center, Transit Village, and Hercules Point Sub-Districts)

       THIS <FIRST AMENDED and RESTATED >DEVELOPMENT AGREEMENT (this
“<Amended >Agreement”) is made and entered into in the City of Hercules by and between the
City of Hercules (the “City”), and Hercules Bayfront, LLC, a Delaware limited liability
company, the holders of legal or equitable interests in certain lands located within the
incorporated area of the City (the “Landowner”), pursuant to the authority of California
Government Code §§ 65864 et seq. and Hercules Municipal Code, Title 10, Chapter 8.

                                           RECITALS

        A.     A citizen’s initiative entitled the Hercules Waterfront Initiative (the “Initiative”)
was circulated and enacted in order to: promote and enhance the unique waterfront character and
scenic resources of the City’s Waterfront District through development of a transit-oriented
neighborhood that includes walkable streets that serve a variety of dwelling types and businesses,
and public plazas with views of San Francisco Bay; implement the final stages of the Hercules
Waterfront District Master Plan through adoption of design and development guidelines for the
Historic Town Center, Transit Village, and Hercules Point Sub-Districts that encourage a transit-
oriented, and pedestrian-oriented mix of uses along the bayfront in the City of Hercules; and,
implement the goals and objectives of the Waterfront District Master Plan by providing for the
location of a Multi-Modal Transit System linking together rail service, a connection to
downtown San Francisco via a ferry terminal, and bus service via WestCAT, making Hercules
home to the first train, ferry, and bus center in California. The Initiative implements its purpose
by and through the following complimentary mechanisms: 1) amendments to the City’s General
Plan (the “<2008 >General Plan Amendments”); 2) amendments to the City’s Zoning
Ordinance and Municipal Code (the “<2008 >Code Amendments”); 3) amendments to the
Waterfront District Master Plan (the “<2008 >Master Plan Amendments”); and 4) adoption of
this<a Development> Agreement< (the “Original Agreement”) (collectively, the “2008
Legislative Approvals”)>. The General Plan Amendments, the Code Amendments, the Master
Plan Amendments, and this Agreement

        <B.    To implement the Hercules Bayfront Project as envisioned by the Waterfront
District Master Plan and the Initiative, Landowner proposes certain revisions to the program,
design and circulation system (“Design and Circulation Revisions”). To implement the Design
and Circulation Revisions, certain discretionary approvals are necessary, including: (1)
amendments to the Waterfront District Master Plan (the “2009 Master Plan Amendments); and
(2) adoption of this Amended Agreement. ><Collectively, the 2009 Master Plan Amendments
and the 2009 Development Agreement Amendments are referred to herein as the “2009
Discretionary Approvals.” ><As contemplated in the Initiative and Section 2.01 of the Original
Agreement, the City prepared and certified an Environmental Impact Report for the Project in
connection with the 2009 Discretionary Approvals. >

      <C.    Collectively, the 2008 Legislative Approvals and the 2009 Discretionary
Approvals> shall be referred to as the “Legislative Project Approvals,” and the development of



Development Agreement Application                26                         SUBMITTED: October 5, 2009
the Project Site, defined below, consistent with these Legislative Project Approvals shall be
referred to as the “Project.”

         B<D>. This< Amended> Agreement is consistent with the City’s General Plan,
Waterfront District Master Plan, Zoning Ordinance, and Municipal Code as amended by the
Initiative<2009 Discretionary Approvals>. The terms of this< Amended> Agreement are in
conformity with public convenience, general welfare and good land use practice. The terms of
this <Amended >Agreement will not be detrimental to health, safety, or general welfare. The
terms of this <Amended >Agreement will not adversely affect the orderly development of
property or the preservation of property values.

        C<E>. Consistent with the Initiative and the Legislative Project Approvals, the parties
anticipate that during the term of this< Amended> Agreement and subsequent to the Effective
Date, defined below, the Landowner will seek from the City certain other implementing non-
legislative project-level land use approvals, entitlements, and permits that are necessary or
desirable for the Project (the “Subsequent Nonlegislative Approvals”). The Subsequent
Nonlegislative Approvals may include, without limitation, project-level development plans,
planned development plans, design review permits, vesting tentative subdivision maps in
compliance with California Government Code § 66473.7, final subdivision maps, improvement
agreements, development permits, lot line adjustments, use permits, building permits, and any
amendments to the foregoing.

        NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the
mutual promises, obligations and covenants herein contained, the City and the Landowner agree
as follows:

                                            AGREEMENT

Article I.                 Description of Project Site, Effective Date, and Term.

Section 1.01.        Description of Project Site. The real properties that are the subject of this
<Amended >Agreement comprise the City’s Waterfront District Area and are depicted and
described on DA Exhibit A, and are referred to herein as the “Project Site,” provided, however,
that this <Amended >Agreement shall only be effective as to those properties described in DA
Exhibit A for which parties with a legal or equitable interest in the property become signatories
to this <Amended >Agreement< (“Applicant’s Property”)>. If, due to approval of a lot line
adjustment, parcel map, final map, or discovery of a clerical error, a portion of the legal
description within DA Exhibit A needs to be corrected or revised, the Landowner shall, at the
time of execution of this <Amended >Agreement, present the City with the revised legal
description and DA Exhibit A shall be amended, accordingly.<

Section 1.02.       <Effective Date. Prior to execution of this Amended Agreement by the
City, the Landowner shall execute the Amended Agreement and the City shall authorize
execution of this Amended Agreement by ordinance. The “Effective Date” of this Amended
Agreement shall be thirty (30) days after adoption of the ordinance approving this Amended
Agreement.>




Development Agreement Application                  27                       SUBMITTED: October 5, 2009
Section 1.03.           Section 1.02. Effective Date. The rights, duties, and obligations of the
parties hereunder shall be effective and the Term, as defined below, shall commence on the
“Effective Date,” which shall be the earlier of: (a) the date the Hercules City Council adopts the
Initiative, including this Agreement, pursuant to California Elections Code §§ 9214 or 9215; or
(b) the date the election results on the Initiative approving this Agreement are certified by the
City Council in the manner provided by the California Elections Code<Recordation>. Not later
than ten (10) days after the Effective Date, the City, by and through its Mayor, shall execute and
acknowledge this Agreement and, provided this Agreement is first executed and acknowledged
by the Landowner, no later than ten (10) days after the Effective Date, the City Clerk shall cause
this <Amended >Agreement to be recorded in the Official Records of Contra Costa County.

Section 1.04.          Section 1.03. Term. The term of this <Amended >Agreement shall
commence on the Effective Date< of the Original Agreement, which was July 22, 2008> and
extend fifteen (15) years thereafter unless sooner terminated or extended as herein provided (the
“Term”). The Term shall automatically extend an additional five (5) years if the Landowner is
in compliance with the terms of this <Amended >Agreement and has commenced construction of
the Project on the Project Site.

Article II.                Standards, Laws, and Procedures Governing the Project.

Section 2.01.         Vested Right to Develop. The Landowner shall have a vested right to
develop the Project on the Project Site in substantial conformance with the terms and conditions
of the Legislative Project Approvals, the Subsequent Nonlegislative Approvals (as and when
issued), the Applicable Law (defined below) and amendments as shall, from time to time, be
approved pursuant to this <Amended >Agreement. The Landowner’s vested right to develop the
Project shall be subject to compliance with the California Environmental Quality Act (Public
Resources Code, §§21000 et seq.) (“CEQA”) as it may apply to the Subsequent Nonlegislative
Approvals, federal and state laws, and the City’s remaining discretion in connection with the
Subsequent Nonlegislative Approvals.

       The City shall have the right to regulate development and use of the Project Site in
accordance with the terms and conditions of this <Amended >Agreement, the Legislative Project
Approvals, the Applicable Law, as defined below, and the Subsequent Nonlegislative Approvals.
The City shall not apply new rules, regulations or official policies that conflict with the
Legislative Project Approvals or the Applicable Law.

Section 2.02.          Permitted Uses. The permitted uses of the Project Site; the density and
intensity of use on the Project Site; the maximum height, bulk and size of the proposed
buildings; provisions for reservation or dedication of land for public purposes and the location of
public improvements; the general location of public utilities; and other terms and conditions of
development applicable to the Project, shall be as set forth in the Legislative Project Approvals
and, as and when they are issued (but not in any limitation of any right to develop as set forth in
the Legislative Project Approvals), the Subsequent Nonlegislative Approvals.

Section 2.03.          Applicable Law. “Applicable Law” shall mean the existing rules,
regulations, official policies, standards and specifications, in force and effect on the Effective
Date, governing permitted uses of the Project Site, governing density, and governing the design,



Development Agreement Application                28                         SUBMITTED: October 5, 2009
improvements, and construction standards and specifications applicable to the Project and
Project Site, including those set forth in this <Amended >Agreement and the Legislative Project
Approvals and those set forth in the City’s ordinances and resolutions. Nothing in this<
Amended> Agreement is intended to increase or decrease the amount of any applicable impact
fees, connection fees, pass-through fees, processing fees, or any other fees, taxes, or assessments
in effect at the time of any Subsequent Nonlegislative Approval.

        Notwithstanding anything in this< Amended> Agreement to the contrary, the City may
apply the then-current California Building Standards Code and other uniform construction codes
to any Subsequent Nonlegislative Approval, provided such standards are applied consistent with
the standards applied to other comparable New-Urbanist, transit oriented developments in the
San Francisco Bay Area.

      Any tentative map approved for any subdivision of land within the Project Site shall
comply with the provisions of Government Code § 66473.7.

Section 2.04.           Moratorium, Initiatives and Conflicting Enactments. To the extent
consistent with state law (and excepting a declaration of a local emergency or state emergency as
defined in Government Code § 8558), if any ordinance, resolution or other measure is enacted
subsequent to the Effective Date, whether by action of the City, by initiative, referendum, or
otherwise, that imposes a building moratorium, a limit on the rate of development, or a voter-
approval requirement that would otherwise create an additional procedural requirement or affect
the timely development for the Project on all or any part of the Project Site, the City agrees that
such ordinance, resolution, or other measure shall not apply to the Project, the Project Site, this
<Amended >Agreement, the Legislative Project Approvals, or the Subsequent Nonlegislative
Approvals, if any, during the Term.

Section 2.05.          Life of Legislative Project Approvals and Subsequent Nonlegislative
Approvals. The term of any Legislative Project Approval and any Subsequent Nonlegislative
Approval shall be automatically extended for the longer of the Term of this <Amended
>Agreement or the term otherwise applicable to such Legislative Project Approval or Subsequent
Nonlegislative Approval if this <Amended >Agreement is no longer in effect. The Term of this
<Amended >Agreement, any other Legislative Project Approval, or any Subsequent
Nonlegislative Approval shall not include any period of time during which any applicable
development or utility moratorium, lawsuit, or actions by other public agencies that regulate land
use, delays development of the Project Site. <Given Landowner’s vesting of its right to the
development of the Property in accordance with the Legislative Project Approvals, any General
Plan amendments or zone changes or any other future legislative or nonlegislative regulatory
approvals with respect to development of the Property will not become effective as to the
Property unless consented to in writing by Landowner or its successors-in-interest as to their
respective portions of the Property.>

Section 2.06.           Development Timing. Subject to the Applicable Law, the Landowner
shall have the right to develop the Project in such order and at such rate and at such times as the
Landowner deems appropriate in the exercise of its subjective business judgment. Prior to the
commencement of grading, construction or any work related thereto upon the Project Site, the
Landowner shall secure, or cause to be secured, any and all Subsequent Nonlegislative



Development Agreement Application               29                          SUBMITTED: October 5, 2009
Approvals that may be required by the City, as well as any permits and approvals required by
any governmental agency with regulatory authority over such activities.

Article III.               Obligations of the Landowner.

Section 3.01.        Funding of Environmental Review. The Landowner agrees, to the extent
permitted by law, that prior to the City’s approval of any discretionary Subsequent
Nonlegislative Approval, it will fund at its expense, an<completion of the level of>
environmental impact report, or other adequate CEQA document, evaluating the environmental
impacts<review required under CEQA> associated with the requested Subsequent Nonlegislative
Approval in accordance with CEQA.

Section 3.02.          Bodily Injury and Property Damage Insurance.               Prior to the
commencement of construction (or any work related thereto) upon the Project Site, the
Landowner shall furnish, or cause to be furnished, to the City duplicate originals or appropriate
certificates of bodily injury and property damage insurance policies in the amount of at least
$1,000,000 for any person, $1,000,000 for any occurrence and $1,000,000 for property damage,
naming the City as an additional insured. Such insurance policies shall contain such other and
further endorsements, terms, conditions and coverages as may reasonably be deemed necessary
by the City. Such insurance policies shall be maintained and kept in force during periods of
construction.

Article IV.                Obligations of the City.

Section 4.01.         Processing Subsequent Nonlegislative Approvals.           The Subsequent
Nonlegislative Approvals shall be deemed mechanisms to implement those final policy decisions
reflected by the Legislative Project Approvals and shall be issued by the City so long as they
comply with this <Amended >Agreement and Applicable Law and are not inconsistent with the
Legislative Project Approvals. Consistent with the Initiative<Project Approvals>, unless agreed
to by the Landowner, the City shall not require any further legislative entitlements to enable the
Landowner to develop the Project Site. Upon submission by the Landowner of any application,
the City shall promptly commence and diligently complete all steps necessary to review and
process the requested Subsequent Nonlegislative Approval.

Article V.                 Periodic Review of Compliance.

Section 5.01.           Annual Review. The City and the Landowner shall annually review this
<Amended >Agreement and all actions taken pursuant to the terms of this <Amended
>Agreement with respect to the development of the Project Site to determine good faith
compliance with this< Amended> Agreement. The City shall be responsible for initiating this
annual review process, and shall begin this process by providing the Landowner with the City’s
standard Compliance Evaluation Form for development agreements. The Landowner shall return
the completed Compliance Evaluation Form to the City within thirty (30) days. Thereafter, the
City shall initiate such meetings as may be required to complete the annual review.

Section 5.02.          Finding of Compliance. The City staff shall review the Landowner’s
completed Compliance Evaluation Form to ascertain whether the Landowner has complied in
good faith with the terms of this< Amended> Agreement. Upon request of the City, the


Development Agreement Application                     30                   SUBMITTED: October 5, 2009
Landowner shall furnish such additional documents or information as may be reasonably
required and available to the Landowner to enable the City staff to make and complete their
review hereunder. The City staff’s determination hereunder shall be made within sixty (60) days
after the submission by the Landowner of the annual Compliance Evaluation Form. Unless the
City notifies the Landowner otherwise, the annual review shall be presumed complete and
satisfactory at the conclusion of this sixty (60) day period. If the City staff finds good faith
compliance by the Landowner with the terms of this <Amended >Agreement, the City shall issue
a certificate of compliance, certifying such good faith compliance with the terms of this
<Amended >Agreement through the period of the applicable annual review. Such certificate of
compliance shall, if the Landowner so requests, be in recordable form and shall contain such
information as may be necessary in order to impart constructive record notice of the finding of
good faith compliance hereunder. The Landowner shall have the right to record the certificate of
compliance in the Official Records of Contra Costa County. At least ten (10) days prior to
making their determination hereunder, the City staff shall provide to the Landowner copies of all
staff reports and other information not subject to legal privileges concerning the Landowner’s
compliance and the determination proposed by the City staff. In the event the noncompliance is
incapable of cure within such ninety (90) day (or greater) period but the Landowner has
commenced a cure of the noncompliance and diligently prosecutes such cure, the Landowner
shall have such additional time as is reasonably necessary to cure such noncompliance

Section 5.03.           Finding of Noncompliance. The Landowner shall be permitted an
opportunity to be heard orally or in writing before the City’s City Manager regarding such
performance and before the City staff makes a non-compliance determination. If the City
Manager, on the basis of substantial evidence, finds that the Landowner has not complied in
good faith with the terms of this< Amended> Agreement, he or she shall specify in writing to the
Landowner the respects in which the Landowner has failed to comply. The City staff shall also
specify in writing a reasonable time for the Landowner to meet the terms of compliance, which
time shall be not less than ninety (90) days, and any proposed modification or termination of this
<Amended >Agreement because of the Landowner’s noncompliance. In the event the
noncompliance is incapable of cure within such ninety (90) day (or greater) period but the
Landowner has commenced a cure of the noncompliance and diligently prosecutes such cure, the
Landowner shall have such additional time as is reasonably necessary to cure such
noncompliance.

Section 5.04.           Review by City Council. Before this< Amended> Agreement is modified
or terminated on grounds of noncompliance by the Landowner, the City Council of the City shall
hold a public hearing no earlier than thirty (30) days following the expiration of the cure period
identified in Section 6.07. At such hearing, the Landowner shall be entitled to submit evidence
and address all the issues raised in the notice of noncompliance or otherwise. The Landowner
may present evidence in writing or orally at the hearing before the City Council, or both. If, after
receipt of any written response of the Landowner, and after considering the evidence at such
public hearing, the City Council finds and determines on the basis of substantial evidence that
the Landowner has not complied in good faith with the terms and conditions of this <Amended
>Agreement, then the City Council shall specify to the Landowner the respects in which the
Landowner has failed to comply, and shall also specify a reasonable time for the Landowner to
meet the terms of compliance, which time shall not be less than ninety (90) days. If the areas of
noncompliance specified by the City Council are not perfected within such time limits



Development Agreement Application                31                         SUBMITTED: October 5, 2009
prescribed, then the City Council may take action to terminate or modify any provision of this
<Amended >Agreement needed to correct the non-compliance, after permitting the Landowner a
reasonable opportunity to present evidence (orally or in writing as determined by the City), as to
whether or not the areas of noncompliance have been perfected.

Article VI.                Miscellaneous.

Section 6.01.          Vested Rights to Subsequent Nonlegislative Approvals. Any Subsequent
Nonlegislative Approval or amendment to a Subsequent Nonlegislative Approval shall, upon
approval or issuance, be automatically vested and incorporated into this Agreement.

Section 6.02.          Amendment to this Agreement. Except as provided in Article V, relating
to the City’s annual review, this< Amended> Agreement may be canceled, modified, or amended
only by mutual written consent of the parties subject to the notice and hearing requirements of
California Government Code § 65867 and the Hercules Municipal Code.

Section 6.03.          Cooperation in the Event of Third-Party Legal Challenge. In the event of
any legal or equitable action or proceeding instituted by a third party challenging the validity of
any provision of this <Amended >Agreement or the procedures leading to its adoption or the
issuance of any or all of the Legislative Project Approvals or Subsequent Nonlegislative
Approvals, the parties hereby agree to cooperate in defending said action or proceeding. The
Landowner shall diligently defend any such action or proceeding and shall bear the litigation
expenses of defense, including attorney's fees. The City shall retain the option to employ
independent defense counsel at the Landowner’s expense. The Landowner further agrees to hold
the City harmless from all claims for recovery of the third party's litigation expenses, including
attorney’s fees.

Section 6.04.          Indemnification; Hold Harmless. Except for claims, costs and liabilities
caused by the active negligence or intentionally wrongful conduct of the City, its elected and
appointed representatives, officers, agents and employees, the Landowner hereby agrees to
defend, indemnify, save and hold the City and its elected and appointed representatives, officers,
agents and employees harmless from claims, costs and liabilities for any personal injury, death or
property damage which arises, directly or indirectly, from operations performed under this<
Amended> Agreement by the Landowner or its contractors, subcontractors, agents or employees,
whether such operations were performed by the Landowner or by any of its contractors,
subcontractors, by any one or more persons directly or indirectly employed by, or acting as agent
for, the Landowner or any of its contractors or subcontractors. The Landowner shall defend the
City and its elected and appointed representatives, officers, agents and employees from actions
for such personal injury, death or property damage which is caused, or alleged to have been
caused, by reason of the Landowner’s activities in connection with the Project.

Section 6.05.        Negation of Partnership, Agency, and Joint Venture. The Project is a
private development. No party is acting as the agent of the other in any respect hereunder. Each
party is an independent contracting entity with respect to the terms, covenants and conditions
contained in this <Amended >Agreement. None of the provisions of this< Amended>
Agreement shall be deemed to create a partnership between or among the parties in the




Development Agreement Application               32                          SUBMITTED: October 5, 2009
businesses of the Landowner, or the affairs of the City, or otherwise, nor shall it cause them to be
considered joint venturers or members of any joint enterprise.

Section 6.06.           No Third Party Beneficiary Rights. This <Amended >Agreement is not
intended nor shall it be construed to create any third party beneficiary rights in any person who is
not expressly made a party and signatory to this< Amended> Agreement.

Section 6.07.          Default; Termination. Failure or unreasonable delay by either party to
perform any obligation under this <Amended >Agreement for a period of ninety (90) days after
written notice thereof from the other party shall constitute an event of default under this<
Amended> Agreement, subject to extensions of time by mutual consent in writing or
discretionary approval of extensions by the City Council. 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 ninety (90)
day period, the commencement of the cure within such time period and the subsequent 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 ninety (90) day period without cure, if applicable,
the other party to this <Amended >Agreement, at its option, may institute legal proceedings
pursuant to this <Amended >Agreement and/or give notice of intent to terminate the< Amended>
Agreement pursuant to Government Code Section 65868 and the City’s Development Agreement
enabling ordinance and consistent with the Hercules Municipal Code, Title 10, Chapter 8.
Following such notice of intent to terminate, the matter shall be scheduled for consideration and
review by the City Council within thirty (30) calendar days in the manner set forth in
Government Code §§ 65865.1, 65867 and 65868. Following consideration of the evidence
presented in said review before the City Council, and a determination by the City Council based
thereon, the party alleging the default by the other party may give written notice of termination
of this <Amended >Agreement to the other party. The waiver by either party of any event of
default under this <Amended >Agreement shall not operate as a waiver of any subsequent breach
of the same or any other provision of this< Amended> Agreement.

Section 6.08.           Legal Actions; Remedies; Attorney's Fees. In addition to any other rights
and remedies, either party may institute legal action to cure, correct, enjoin, or remedy any
default, enforce any covenant or agreement herein. Neither party or its officers, agents or
employees shall be liable in monetary damages for any breach or violation of this <Amended
>Agreement; instead, the sole legal or equitable remedy available to either party for a breach or
violation of this< Amended> Agreement shall be an action in mandamus, specific performance,
injunctive or declaratory relief to specifically enforce the provisions of this <Amended
>Agreement. In any such legal action, the prevailing party shall be entitled to recover all
litigation expenses, including reasonable attorney’s fees and court costs.

Section 6.09.           Governing Law; Interpretation of Agreement.    This< Amended>
Agreement shall be governed by and interpreted in accordance with the laws of the United
States, the State of California, and the City of Hercules.

Section 6.10.          Severability. If any term or provision of this <Amended >Agreement, or
the application of any term or provision of this< Amended> Agreement to a particular situation,
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining



Development Agreement Application                33                         SUBMITTED: October 5, 2009
terms and provisions of this <Amended >Agreement, or the application of this< Amended>
Agreement to other situations, shall continue in full force and effect unless amended or modified
by mutual consent of the parties

Section 6.11.        Supersedure by Subsequent Laws. If any state or federal law made or
enacted after the Effective Date of this <Amended >Agreement prevents or precludes
compliance with one or more provisions of this <Amended >Agreement, then the provisions of
this< Amended> Agreement shall, to the extent feasible, be modified, extended, or suspended as
may be necessary to comply with such new law.

Section 6.12.        Right to Assign. The Landowner shall have the right to sell, assign or
transfer this< Amended> Agreement, and all of its rights, duties and obligations hereunder, to
any person at any time during the Term, subject to the prior written approval of the City’s
Community Development Director. Such approval shall be granted where the buyer, assignee or
transferee has demonstrated the experience, qualifications and financial resources to complete
and operate the Project, or applicable portions thereof, to the reasonable satisfaction of the
Community Development Director of the City.

Section 6.13.         Covenants Running with the Land. All of the provisions contained in
this< Amended> Agreement shall be binding upon the parties and their respective heirs,
successors, and assigns, representatives, lessees, and all other persons acquiring all or a portion
of the Project Site, or any interest therein, whether by operation of law or in any manner
whatsoever. All of the provisions contained in this <Amended >Agreement shall be enforceable
as equitable servitudes and shall constitute covenants running with the land pursuant to
California law including, without limitation, California Civil Code § 1468.

Section 6.14.     Further Documents. Each party shall execute and deliver such further
documents as may be reasonably necessary to achieve the objectives of this< Amended>
Agreement.

Section 6.15.         Notices. Any notice or communication required hereunder between the
City and the Landowner must be in writing, and may be given personally, by facsimile (with
original forwarded by regular U.S. Mail), by registered or certified mail (return receipt
requested), or by a reputable courier promising overnight delivery to the respective addresses
specified by each party. 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 given.

Section 6.16.         Exhibits. The following exhibit is attached to this< Amended> Agreement
and incorporated herein for all purposes:

         EXHIBIT A - Map & Legal Description of the Project Site<Applicant’s Property>




Development Agreement Application               34                          SUBMITTED: October 5, 2009
      IN WITNESS WHEREOF, this <Amended >Agreement has been entered into by and
between the Landowner and the City as of the Effective Date.

CITY:                                      LANDOWNER:

City of Hercules,                          Hercules Bayfront, LLC, a Delaware limited
a California municipal corporation         liability company



By:      _________________________         By: APL-Hercules, LLC
                                              a Delaware limited liability Company
Name: _________________________               Its: Manager

Title: _________________________              By: Anderson Pacific, LLC
                                                 a Delaware limited liability Company
                                                 Its: Managing Member



                                                 By: __________________
                                                    James R. Anderson
                                                    Managing Member




Development Agreement Application     35                          SUBMITTED: October 5, 2009
                                    DA EXHIBIT A
                                     HERCULES BAYFRONT, LLC

                                         LEGAL DESCRIPTION

    Real property in the City of Hercules, County of Contra Costa, State of California, described as
    follows:

    PARCELS B, C AND D, AS SHOWN ON THE PARCEL MAP MS 491-03, FILED MARCH 10, 2004 IN
    BOOK 189 OF PARCEL MAPS, AT PAGE 40, OFFICIAL RECORDS.

    PARCEL D AND LOT 200, AS SHOWN ON THE MAP OF SUBDIVISION 8407, FILED DECEMBER 19,
    2001, IN BOOK 437 OF MAPS, PAGE 31, AND AS AMENDED BY AMENDED SUBDIVISION MAP
    8407, FILED JANUARY 27, 2003, IN BOOK 451 OF MAPS, PAGE 14, AND AS CORRECTED BY
    CERTIFICATES OF CORRECTION RECORDED DECEMBER 11, 2002 AS INSTRUMENT NO. 2002-
    471412, AND RECORDED DECEMBER 9, 2003 AS INSTRUMENT NO. 2003-594591, CONTRA
    COSTA COUNTY RECORDS.

    LOT 16, AND PARCELS .A. & .B., AS SHOWN ON THE MAP OF SUBDIVISION 8644 FILED
    FEBRUARY 25, 2004, IN BOOK 461 OF MAPS, PAGE 24, CONTRA COSTA COUNTY RECORDS.
    PARCEL D, AS SHOWN ON M.S. 476-00, FILED OCTOBER 12, 2000, BOOK 179 OF PARCEL MAPS,
    AT PAGE 38, CONTRA COSTA COUNTY RECORDS.

    PARCELS SEVEN AND EIGHT, AS SHOWN ON THE PARCEL MAP MSH-1, FILED APRIL 22, 1974,
    BOOK 33 OF PARCEL MAPS, PAGE 16, CONTRA COSTA COUNTY RECORDS.
    PARCEL FIVE, AS SHOWN ON THE PARCEL MAP MSH-1, FILED APRIL 22, 1974, BOOK 33 OF
    PARCEL MAPS, PAGE 16, CONTRA COSTA COUNTY RECORDS.

    PARCELS FOUR AND SIX AS SHOWN ON PARCEL MAP MSH-1 FILED APRIL 22, 1974, IN BOOK 33
    OF PARCEL MAPS AT PAGE 16, CONTRA COSTA COUNTY RECORDS, DESCRIBED AS FOLLOWS:
    BEGINNING AT THE NORTHERLY CORNER OF SAID PARCEL 4 (33 PM 16): THENCE FROM SAID
    POINT OF BEGINNING ALONG THE EXTERIOR LINES OF SAID PARCEL 4, THE FOLLOWING
    COURSES:
    SOUTH 37° 46’ 59" EAST 317.38 FEET TO THE BEGINNING OF A NON-TANGENT CURVE
    CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 1,710.68 FEET, A RADIAL LINE TO THE
    BEGINNING OF SAID CURVE BEARS SOUTH 49° 34’ 15" EAST; THENCE FROM SAID POINT OF
    BEGINNING SOUTHWESTERLY 328.46 FEET ALONG THE ARC OF SAID CURVE THROUGH A
    CENTRAL ANGLE OF 11° 00’ 04"; THENCE SOUTH 51° 25’ 49" WEST 341.51 FEET TO THE
    BEGINNING OF A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 1,190.19 FEET;
    THENCE SOUTHWESTERLY 77.35 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
    ANGLE OF 03° 43’ 25" THENCE NORTH 49° 30’ 00" WEST 27.37 FEET; THENCE NORTH 17° 28’
    00" WEST 56.60 FEET; THENCE NORTH 73° 18’ 00" WEST 20.90 FEET; THENCE SOUTH 15° 04’
    00" WEST 26.90 FEET; THENCE SOUTH 51° 20’ 00" WEST 12.80 FEET; THENCE SOUTH 15° 57’
    00" WEST 58.20 FEET; THENCE SOUTH 58° 24’ 00" WEST 15.30 FEET; THENCE SOUTH 19° 32’
    00" EAST 32.90 FEET; THENCE SOUTH 01° 22’ 40" WEST 44.45 FEET TO THE BEGINNING OF A
    NON-TANGENT CURVE CONCAVE TO THE EAST, HAVING A RADIUS OF 1,190.19 FEET, A RADIAL
    LINE TO THE BEGINNING OF SAID CURVE BEARS NORTH 48° 44’ 56" WEST; THENCE
    SOUTHWESTERLY 411.81 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE
    OF 19° 49’ 29"; THENCE SOUTH 21° 25’ 35" WEST 369.99 FEET TO THE BEGINNING A
    TANGENT CURVE CONCAVE TO THE NORTHWEST, HAVING A RADIUS OF 3,393.16 FEET,
    THENCE SOUTHWESTERLY 429.44 FEET ALONG THE ARC OF SAID CURVE THROUGH A
    CENTRAL ANGLE OF 07° 15’ 05" TO THE EXTERIOR LINE OF SAID PARCEL SIX BEING THE


Development Agreement Application                   36                             SUBMITTED: October 5, 2009
    BEGINNING OF A COMPOUND CURVE HAVING A RADIUS OF 3,393.16 FEET, A RADIAL LINE TO
    THE BEGINNING OF SAID CURVE BEARS SOUTH 61° 19’ 20" EAST; THENCE LEAVING SAID
    EXTERIOR LINE OF PARCEL 4 ALONG SAID EXTERIOR LINE OF PARCEL SIX, THE FOLLOWING
    COURSES:
    SOUTHWESTERLY 439.57 FEET ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE
    OF 07° 25’ 21" TO THE BEGINNING OF A COMPOUND CURVE CONCAVE TO THE NORTHWEST
    HAVING A RADIUS OF 1,101.50 FEET, A RADIAL LINE TO THE BEGINNING OF SAID CURVE
    BEARS SOUTH 53° 53’ 59" EAST; THENCE SOUTHWESTERLY 673.63 FEET ALONG THE ARC OF
    SAID CURVE THROUGH A CENTRAL ANGLE OF 35° 02’ 23"; THENCE SOUTH 71° 08’ 24" WEST
    558.13 FEET; THENCE NORTH 47° 01’ 00" WEST 10.32 FEET; THENCE NORTH 76° 06’ 00" WEST
    108.21 FEET; THENCE SOUTH 87° 00’ 00" WEST 114.21 FEET; THENCE SOUTH 81° 00’ 00"
    WEST 160.01 FEET; THENCE NORTH 77° 24’ 00" WEST 87.11 FEET; THENCE NORTH 49° 11’ 00"
    WEST 87.21 FEET; THENCE NORTH 56° 59’ 00" WEST 47.70 FEET; THENCE NORTH 43° 31’ 00"
    WEST 164.11 FEET; THENCE NORTH 67° 10’ 00" WEST 103.11 FEET; THENCE NORTH 26° 34’
    00" WEST 80.51 FEET; THENCE NORTH 61° 05’ 00" WEST 76.51 FEET; THENCE SOUTH 82° 37’
    00" WEST 108.91 FEET; THENCE NORTH 66° 48’ 00" WEST 38.10 FEET; THENCE NORTH 85° 11’
    00" WEST 95.31 FEET; THENCE NORTH 48° 16’ 00" WEST 49.60 FEET; THENCE NORTH 63° 20’
    00" EAST 76.01 FEET; THENCE NORTH 86° 45’ 00" EAST 89.01 FEET; THENCE SOUTH 83° 55’
    00" EAST 85.01 FEET; THENCE SOUTH 67° 10’ 00" EAST 152.01 FEET; THENCE SOUTH 78° 00’
    00" EAST 116.01 FEET; THENCE SOUTH 87° 35’ 00" EAST 71.00 FEET; THENCE NORTH 73° 35’
    00" EAST 329.02 FEET; THENCE NORTH 70° 20’ 00" EAST 149.01 FEET; THENCE NORTH 59° 35’
    00" EAST 516.04 FEET; THENCE NORTH 55° 10’ 00" EAST 436.03 FEET; THENCE NORTH 51° 15’
    00" EAST 291.02 FEET; THENCE NORTH 41° 55’ 10" EAST 172.25 FEET TO SAID EXTERIOR LINE
    OF SAID PARCEL FOUR; THENCE LEAVING SAID EXTERIOR LINE OF SAID PARCEL SIX ALONG
    THE EXTERIOR LINES OF SAID PARCEL FOUR THE FOLLOWING COURSES:
    NORTH 35° 49’ 50" EAST 127.73 FEET; THENCE NORTH 28° 40’ 00" EAST 231.02 FEET; THENCE
    NORTH 37° 15’ 00" EAST 58.00 FEET; THENCE NORTH 43° 10’ 00" EAST 221.02 FEET; THENCE
    NORTH 33° 40’ 00" EAST 119.01 FEET; THENCE NORTH 22° 40’ 00" EAST 86.01 FEET; THENCE
    NORTH 30° 45’ 00" EAST 158.01 FEET; THENCE NORTH 27° 40’ 00" EAST 136.01 FEET; THENCE
    NORTH 30° 45’ 00" EAST 158.01 FEET; THENCE NORTH 27° 40’ 00" EAST 136.01 FEET; THENCE
    NORTH 35° 35’ 00" EAST 91.01 FEET; THENCE NORTH 52° 10’ 00" EAST 62.00 FEET; THENCE
    NORTH 56° 55’ 00" EAST 345.02 FEET; THENCE NORTH 48° 42’ 00" EAST 142.01 FEET; THENCE
    NORTH 37° 55’ 00" EAST 182.01 FEET; THENCE NORTH 45° 35’ 00" EAST 82.39 FEET TO THE
    POINT OF BEGINNING.




Development Agreement Application            37                        SUBMITTED: October 5, 2009
                                    HERCULES BAYFRONT, LLC

                                         PROJECT SITE




Development Agreement Application             38             SUBMITTED: October 5, 2009

				
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