HomeMy WebLinkAboutReso 13-24 Authorizing Application for the Affordable Housing and Sustainable Communities Program and Approving the Affordable Housing and Sustainable Communities Co-Applicants' Agreement
Reso. No. 13-24, Item 5.5, Adopted 02/20/2024 Page 1 of 3
RESOLUTION NO. 13 – 24
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
AUTHORIZING APPLICATION FOR THE AFFORDABLE HOUSING AND SUSTAINABLE
COMMUNITIES PROGRAM AND APPROVING THE AFFORDABLE HOUSING AND
SUSTAINABLE COMMUNITIES CO-APPLICANTS’ AGREEMENT
WHEREAS, on August 10, 2021, the Planning Commission approved the Site
Development Review Permit for the proposed 300-unit Amador Station development by BRIDGE
Dublin, LLC., on a 3.6-acre vacant property owned by the San Francisco Bay Area Rapid Transit
District (BART) on Golden Gate Drive, adjacent to the West Dublin/Pleasanton BART Station.
The Site Development Review Permit approval was contingent upon subsequent approval of a
Community Benefit Program Agreement by the City Council; and
WHEREAS, on September 21, 2021, the City Council approved the Community Benefit
Program Agreement and Affordable Housing Assistance Agreement between the City b and
BRIDGE Dublin, LLC; and
WHEREAS, BRIDGE Dublin, LLC, has subsequently partnered with The Related
Companies of California, LLC, a for profit affordable housing developer; and
WHEREAS, on February 21, 2023, the City Council approved amendments to the
Community Benefit Program Agreement and Affordable Housing Assistance Agreement between
the City and The Related Companies of California, LLC; and
WHEREAS, the State of California, the Strategic Growth Council (SGC) and the
Department of Housing and Community Development (Department) issued a Notice of Funding
Availability on January 19, 2024 (NOFA), under the Affordable Housing and Sustainable
Communities (AHSC) Program established under Division 44, Part 1 of the Public Resources
Code commencing with Section 75200; and
WHEREAS, The Related Companies of California, LLC, engaged the City on partnering
on the AHSC Program grant application in an effort to prepare a complete and competitive
application; and
WHEREAS, The Related Companies of California, LLC, and the City (Applicant) desire
to apply for AHSC Program funds and submit the Application Package released by the
Department for the AHSC Program; and
WHEREAS, The Related Companies of California, LLC., and the City desire to enter into
an agreement that defines the terms and responsibilities for the City, and The Related Companies,
LLC to implement and deliver their respective improvements to comply with the AHSC program
requirements, attached hereto as Affordable Housing and Sustainable Communities Program Co-
Applicants’ Agreement (Exhibit A); and
WHEREAS, the AHSC Program Application includes up to $5,000,000, for improvements
to bicycle and pedestrian infrastructure in the City of Dublin and in the vicinity of the project; and
WHEREAS, the SGC is authorized to approve funding allocations for the AHSC Program,
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Reso. No. 13-24, Item 5.5, Adopted 02/20/2024 Page 2 of 3
subject to the terms and conditions of the NOFA, Program Guidelines, Application Package, and
Standard Agreement. The Department is authorized to administer the approved funding
allocations of the AHSC Program.
NOW, THEREFORE, BE IT RESOLVED that the foregoing recitals are true and correct
and made a part of this resolution.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby make
the following findings and determinations:
1. Applicant is hereby authorized and directed to apply for and submit to the Department the
AHSC Program Application as detailed in the NOFA dated January 19, 2024, for Round 8 in
a total amount not to exceed $50,000,000.00 of which up to $35,000,000.00 is requested as
a loan for an Affordable Housing Development (AHD) (“AHSC Loan”) or Housing-Related
Infrastructure (HRI), and $15,000,000.00 is requested for a grant for Sustainable
Transportation Infrastructure (STI), Transportation Related Amenities (TRA) or Program
(PGM) activities (“AHSC Grant”) as defined in the AHSC Program Guidelines adopted by SGC
on December 14, 2023. If the application is approved, the Applicant is hereby authorized and
directed to enter into, execute, and deliver a State of California Standard Agreement (Standard
Agreement) in a total amount not to exceed $50,000,000.00 ($25,000,000.00 for the AHSC
Loan and $15,000,000.00 for the AHSC Grant), and any and all other documents required or
deemed necessary or appropriate to secure the AHSC Program funds from the Department,
and all amendments thereto (collectively, the “AHSC Documents”).
2. Applicant shall be subject to the terms and conditions as specified in the Standard Agreement.
Funds are to be used for allowable capital asset project expenditures to be identified in Exhibit
A of the Standard Agreement. The application in full is incorporated as part of the Standard
Agreement. Any and all activities funded, information provided, and timelines represented in
the application are enforceable through the Standard Agreement. Applicant hereby agrees to
use the funds for eligible capital asset(s) in the manner presented in the application as
approved by the Department and in accordance with the NOFA and Program Guidelines and
Application Package.
3. The City Manager or designee is authorized to execute in the name of Applicant the AHSC
Program Application Package and the AHSC Program Documents as required by the
Department for participation in the AHSC Program.
BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby
approve the Affordable Housing and Sustainable Communities Program Co-applicants’
Agreement, attached hereto as Exhibit A to this Resolution.
BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute
Exhibit A, and make any necessary, non-substantive changes to Exhibit A to carry out the intent
of this Resolution.
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Reso. No. 13-24, Item 5.5, Adopted 02/20/2024 Page 3 of 3
PASSED, APPROVED AND ADOPTED this 20th day of February 2024, by the following
vote:
AYES: Councilmembers Hu, Josey, McCorriston, Qaadri and Mayor Hernandez
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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Exhibit A
60099951.1
AHSC CO-APPLICANTS’ AGREEMENT
This AHSC Co-Applicants' Agreement (the “Agreement”) is made as of
_____________, 2024, by and amongst the City of Dublin (the “City”) and The Related
Companies of California, LLC, a California limited liability company (the “Developer”) with
reference to the following facts and purposes:
RECITALS
A.Developer intends to develop that certain real property located in the City of Dublin (the
“Property”) commonly referred to as ___________________ (the “Project”). Developer
has formed ____________ Housing Partners, L.P., a California limited partnership
(Partnership), who will own and operate the Project.
B.The State of California, the Strategic Growth Council (SGC) and the Department of
Housing and Community Development (HCD) issued a Notice of Funding Availability
dated ______________ (the AHSC NOFA), under the Affordable Housing and
Sustainable Communities (AHSC) Program established under Division 44, Part 1 of the
Public Resources Code, commencing with Section 75200.
C.Developer and the City, as co-applicants, jointly applied for funds under the AHSC NOFA
to provide funding for the Project, as well as funding for transportation- related public
improvements to be constructed by the City.
D.HCD awarded Developer and the City an aggregate amount of $ ____________ in
AHSC Program Funds consisting of (A) $____________ for a permanent loan for the
Project (AHSC Loan) and (B) $________ for a grant (AHSC Grant), which shall be used
for: (i) $_______________ for construction of the City’s Sustainable Transportation
Infrastructure improvements (STI Improvements); and (ii) $_________ for construction
of City’s Transportation Related Amenities (TRA Improvements). The AHSC Grant and
the AHSC Loan are collectively referred to herein as the “AHSC Financing.”
E.As co-applicants, the City and Developer are required to enter into certain agreements with
HCD, including but not limited to standard agreements and a disbursement agreement
(collectively, the AHSC Documents), where City and Developer will be jointly and
severally liable for the full and timely performance of all obligations set forth in the AHSC
Documents, including completion of the Project and the STI Improvements and/or TRA
Improvements.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties hereto agree as follows:
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AGREEMENT
1. Obligations
1.1. The City and Developer each acknowledge and agree that the inability or
failure by either party to fully and timely complete each party’s respective improvements
required by the AHSC Documents may affect the timing and right of the other party to receive
disbursement of AHSC Financing due the other party notwithstanding the other party’s full and
timely performance of its obligations. Developer has informed the City and the City
acknowledges that if the City is not in compliance with the City’s obligations under the AHSC
Documents, or the STI Improvements are not completed in accordance with the requirements
and schedule under the AHSC Documents, the City may cause a default under AHSC
Documents, and the documents evidencing the Partnership’s loans and financing for the Project
(the “Partnership Financing Documents”). The City and Developer each acknowledge and agree
that each, for itself, will exercise all commercially reasonable, good faith efforts to do all things
at all times necessary to commence and complete each party’s own improvements in accordance
with the AHSC Documents. The City and Developer agree to give the other party a written
monthly status report on the improvements to be constructed and/or installed by each party, i.e.,
Developer will report on the Partnership’s progress on the Project and the TRA Improvements,
and the City will report on the progress of the STI Improvements
1.2. If requested by either party, the other party will make available copies of
approved design and construction documents, written public notices, and/or construction
contracts. If either party anticipates not meeting the targeted construction and grant disbursement
milestones as established in the AHSC Documents, that party will notify the other party in
writing. If either party anticipates not being able to meet the required milestone dates as
established in the AHSC Documents, that party will contact the other party as soon as is
reasonably possible to discuss the reasons why the milestone dates may not be met and what
actions the delayed party intends to take to meet the milestones or otherwise rectify the Project
schedule in order to maintain good standing with the terms and conditions established in the
AHSC Documents.
1.3. The City shall submit to HCD all draw requests for AHSC Grant funds for
the costs associated with the STI Improvements, and apply such proceeds to pay invoices for
such work. The City shall be solely responsible for the performance and completion of the STI
Improvements in accordance with the terms of the AHSC Documents and the approved design
and construction documents. The Partnership shall be solely responsible for the performance and
completion of the Project in accordance with the terms of the AHSC Documents and the
approved design and construction documents.
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1.4. The City will provide Developer with copies of all requisitions for work
related to the STI Improvements, the notice of completion, and other documents related to the
STI Improvements that Developer may reasonably request.
1.5. Developer assumes responsibility for any monitoring or reporting of
reductions in greenhouse gas emissions during the term of the Standard Grant Agreement, which
is one of the AHSC Documents. The City will cooperate with Developer and assist in responding
to any reporting requests to the extent feasible.
2. Term of Agreement
The term of this Agreement shall coincide with the term of the AHSC Documents.
3. Developer Indemnification
3.1 Developer shall indemnify, defend (with counsel approved by City), and hold the
City and its officers, directors, employees, agents, consultants (collectively, “City Indemnitees”)
harmless from and against any and all claims, losses, costs, damages, liability and judgments,
including reasonable attorneys’ fees (with counsel of City’s choice), incurred by or asserted
against any City Indemnitees arising in connection with any breach by Developer, the
Partnership, any affiliate of Developer, or any contractor, subcontractor, agent or employee of
Developer, the Partnership or any affiliate of Developer of any term or condition of the AHSC
Financing, including the AHSC Documents and any related documents executed by Developer,
the Partnership, or any affiliate of Developer; provided, that Developer’s indemnification
obligations under this Agreement shall not extend to claims resulting solely from the gross
negligence or willful misconduct of City Indemnitees. It is further agreed that City does not and
shall not waive any rights against Developer or the Partnership that it may have by reason of this
indemnity and hold harmless agreement because of City’s acceptance, or Developer’s or the
Partnership’s deposit with City of any of the insurance policies.
3.2 City shall indemnify, defend (with counsel approved by Developer), and hold the
Developer, the Partnership and their respective officers, directors, employees, agents, consultants
and partners (collectively, “Developer Indemnitees”) harmless from and against any and all
claims, losses, costs, damages, liability and judgments, including reasonable attorneys’ fees (with
counsel of Developer’s choice), incurred by or asserted against any Developer Indemnitees
arising in connection with any breach by City, or any division, department, office, contractor,
subcontractor, agent or employee of City of any term or condition of the AHSC Financing,
including the AHSC Documents, and any related documents executed by City; provided, that
City’s indemnification obligations under this Agreement shall not extend to claims resulting
solely from the gross negligence or willful misconduct of Developer Indemnitees. It is further
agreed that Developer does not and shall not waive any rights against City that it may have by
reason of this indemnity and hold harmless agreement because of Developer’s acceptance, or
City’s deposit with Developer of any of the insurance policies.
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4. Cost Overruns
Developer and/or the Partnership shall be responsible for paying all costs required to
complete the Project irrespective of whether such costs exceed the AHSC Loan proceeds, and the
City shall be responsible for paying all costs required to complete the STI Improvements
irrespective of whether such costs exceed the AHSC Grant proceeds allocated to the STI
Improvements.
5. General Provisions
5.1. Headings. The title and headings of the various Sections of this Agreement
are intended for means of reference and are not intended to place any construction on the
provisions of this Agreement.
5.2. Invalidity. If any provision of this Agreement shall be invalid or
unenforceable the remaining provisions shall not be affected thereby, and every provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
5.3. Entire Agreement. The terms of this Agreement are intended by the parties
hereto as a final expression of their agreement and may not be contradicted by evidence of any
prior or contemporaneous agreement. No provision of this Agreement may be amended except
by an agreement in writing signed by the parties hereto or their respective successors in interest.
The parties hereto were represented by attorneys with regard to the drafting of this Agreement,
and neither party shall be deemed to be the drafter of this Agreement.
5.4. Successors. This Agreement shall be binding upon and inure to the benefit
of the heirs, executors, administrators, successors and assigns of the parties hereto.
5.5. Governing Law; Venue. This Agreement shall be governed by the law of
the State of California. Venue for all litigation relative to the formation, interpretation and
performance of this Agreement shall be in San Francisco.
5.6. Execution. This Agreement may be executed in multiple counterpart
originals.
5.7. Relationship of Parties. Nothing contained in this Agreement shall be
deemed or construed, either by the parties hereto or by any third party, to create the relationship
of principal and agent or create any partnership, joint venture or other association between the
City and Developer.
5.8. Notices. All notices, including deliveries of documentation (i.e., plans and
contracts) for review and approval herein, shall be sent be a party hereto or its counsel by either
personal delivery, a reputable overnight courier which keeps receipts of delivery (such as UPS,
CalOvernight, or Federal Express), or through the facilities of the United States Post Office,
postage prepaid, certified or registered mail, return receipt requested. Any such notice shall be
effective upon delivery, if delivered by personal delivery or overnight courier, and 72 hours after
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dispatch, if mailed in accordance with the above. Notice to the respective parties shall be sent to
the following addresses unless written notice of a change of address has been given pursuant
hereto:
To Developer:
The Related Companies of California
44 Montgomery Street, Suite 1310
San Francisco, CA 94104
Attn: Ann Silverberg
To City Linda Smith
City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
925-833-6000
5.9. Third Party Beneficiary. The Partnership is intended to be and shall be a
third-party beneficiary of this Agreement, and Developer and the City shall not amend, modify
or terminate the Agreement without the Partnership’s express written consent.
5.10. Compliance with Laws. Developer shall keep itself fully informed of the
City’s Charter, codes, ordinances and duly adopted rules and regulations of the City and of all
state, and federal laws in any manner affecting the performance of this Agreement, and must at
all times comply with such local codes, ordinances, and regulations and all applicable laws as
they may be amended from time to time.
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IN WITNESS WHEREOF, the parties have executed this Agreement on or as of the date
first above written.
DEVELOPER:
The Related Companies of California, LLC,
a California limited liability company
By:
Ann Silverberg, Vice President
CITY:
City of Dublin
By:
Linda Smith
City Manager
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