HomeMy WebLinkAboutOrd 06-24 Approving a Development Agreement between the City of Dublin and GH PacVest, LLC related to the Dublin Fallon 580 ProjectDocusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
ORDINANCE NO. 06 — 24
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND GH
PACVEST, LLC RELATED TO THE DUBLIN FALLON 580 PROJECT
(PLPA-2023-00033)
(APNs 985-0027-002-00, 905-0001-006-03, 985-0027-004-00, 985-0027-005-00)
The Dublin City Council does ordain as follows:
SECTION 1. RECITALS
A. A request has been made by GH PacVest LLC to enter into a Development Agreement with
the City of Dublin for the property known as the Dublin Fallon 580 Project site, which includes
properties identified as Assessor Parcel Numbers 985-0027-002-00, 905-0001-006-03,
985-0027-004-00, and 985-0027-005-00, an approximately 192-acre site.
B. The Property Owner, GH PacVest LLC, is requesting approval of General Plan and Eastern
Dublin Specific Plan amendments, an amendment to the existing Planned Development (PD)
Zoning Stage 1 Development Plan, approval of a Stage 2 Development Plan for the
residential use, Vesting Tentative Map Nos. 8663, 8666, and 8667, and a Development
Agreement for the Dublin Fallon 580 Project. The proposed project would eliminate the
Public/Semi-Public land use designation and convert 42.6 acres designated Open Space to
Parks/Public-Recreation, establish development standards for the future development of 238
residential units and approximately 3,299,670 square feet of commercial/campus office use.
The 192-acre site would be subdivided into 11 parcels. These planning and implementing
actions are collectively known as the "Dublin Fallon 580 Project."
C. The Project site is approximately 192 acres and is located east of Fallon Road, north of I-
580, and along the future Dublin Boulevard Extension.
D. Pursuant to the requirements of the California Environmental Quality Act (CEQA), the City
prepared an Addendum for the Project, which reflected the City's independent judgment and
analysis of the potential environmental impacts of the Project. Prior CEQA analysis for the
Project area includes: 1) the Eastern Dublin General Plan Amendment and Specific Plan EIR
(1993); 2) the East Dublin Properties Stage 1 Development Plan and Annexation
Supplemental EIR (2002); and 3) the Fallon Village Supplemental EIR (2005). Collectively,
these three environmental review documents are referred to as the "EDSP EIRs."
E. The proposed Development Agreement is attached to this Ordinance as Exhibit A.
F. The Planning Commission held a public hearing on the proposed Development Agreement
on June 11, 2024, for which public notice was given by law.
G. The Planning Commission recommended that the City Council approve the Dublin Fallon
580 Project including the Development Agreement by Resolution No. 24-05.
H. A public hearing on the proposed Development Agreement was held before the City Council
on July 16, 2024 for which public notice was given as provided by law.
Reso. No. 06-24, Item 5.4, Adopted 08/20/2024 Page 1 of 3
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I. The City Council has considered the recommendation of the Planning Commission, including
the Planning Commission's reasons for its recommendation, the Agenda Statement, all
comments received in writing, and all testimony received at the public hearing.
SECTION 2: FINDINGS AND DETERMINATIONS
Therefore, on the basis of: (a) the foregoing Recitals which are incorporated herein, (b) the City
of Dublin General Plan; (c) the Eastern Dublin Specific Plan, (d) the Dublin Fallon 580 Addendum;
(e) the Staff Report; (f) information in the entire record of proceeding for the Project, and on the
basis of the specific conclusions set forth below, the City Council finds and determines that:
A. The Development Agreement is consistent with the objectives, policies, general land uses
and programs specified and contained in the City's General Plan, and in the Eastern Dublin
Specific Plan in that: (a) the Development Agreement incorporates the objectives policies,
general land uses and programs in the General Plan and Specific Plan and does not amend
or modify them; and (b) the Project is consistent with the fiscal policies of the General Plan
and Specific Plan with respect to the provision of infrastructure and public services.
B. The Development Agreement is compatible with the uses authorized in, and the regulations
prescribed for, the land use districts in which the real property is located because the
Development Agreement does not amend the uses or regulations in the applicable land use
district.
C. The Development Agreement is in conformity with public convenience, general welfare, and
good land use policies in that the Developer's Project will implement land use guidelines set
forth in the Eastern Dublin Specific Plan and the General Plan as articulated in Resolution
No. 84-24, amending the General Plan and the Eastern Dublin Specific Plan, adopted by the
City Council on July 16, 2024.
D. The Development Agreement will not be detrimental to the health, safety, and general
welfare in that the Developer's proposed Project will proceed in accordance with all the
programs and policies of the General Plan, Eastern Dublin Specific Plan, and future Project
Approvals and any Conditions of Approval.
E. The Development Agreement will not adversely affect the orderly development of property
or the preservation of property values in that the project will be consistent with the General
Plan, the Eastern Dublin Specific Plan, and future project approvals.
F. The Development Agreement specifies the duration of the agreement, the permitted uses of
the property, and the obligations of the Applicant. The Development Agreement contains an
indemnity and insurance clause requiring the developer to indemnify and hold the City
harmless against claims arising out of the development process, including all legal fees and
costs.
SECTION 3. APPROVAL
The City Council hereby approves the Development Agreement (Exhibit A to the Ordinance) and
authorizes the City Manager to execute it.
Reso. No. 06-24, Item 5.4, Adopted 08/20/2024 Page 2 of 3
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SECTION 4. RECORDATION
Within ten (10) days after the Development Agreement is fully executed by all parties, the City
Clerk shall submit the Agreement to the County Recorder for recordation.
SECTION 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
This Ordinance shall take effect and be in force thirty (30) days from and after the date of its
passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at least
three (3) public places in the City of Dublin in accordance with Section 36933 of the Government
Code of the State of California.
PASSED AND ADOPTED by the City Council of the City of Dublin, on this 20th day of
August 2024, by the following vote:
AYES: Councilmembers Hu, Josey, Qaadri, Thalblum and Mayor McCorriston
NOES:
ABSENT:
ABSTAIN:
ATTEST:
1-DocuSigned by:
(01114AAL_ V1426-n-Q—_
City ClerkF40N..
Signed by:
Mayor
UbAU4b1...
Reso. No. 06-24, Item 5.4, Adopted 08/20/2024 Page 3 of 3
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Exhibit A to Ordinance - Development Agreement
RECORDING REQUESTED BY:
CITY OF DUBLIN
WHEN RECORDED MAIL TO:
City Clerk
City of Dublin
ioo Civic Plaza
Dublin, CA
Fee Waived per GC 27383
Space above this line for Recorder's use
DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF DUBLIN
AND
GH PACVEST, LLC
FOR THE DUBLIN FALLON 0 PROJECT
APNs: 0-001-00 -0 , -002 -02, -002 -0 , and -002 -0
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THIS DEVELOPMENT AGREEMENT (this "Agreement" or this
"Development Agreement") is made and entered into for reference purposes on
this day of , 202 , by and between the City of Dublin, a Municipal
Corporation (hereafter "City"), and GH PacVest, LLC, a Delaware Limited
Liability Company (hereafter "Developer") pursuant to the authority of §§
et seq. of the California Government Code and Dublin Municipal Code, Chapter
. . City and Developer are, from time -to -time, individually referred to in this
Agreement as a "Party," and are collectively referred to as "Parties."
RECITALS
A. California Government Code Sections et seq. ("Development
Agreement Statute") and Chapter . of the Dublin Municipal Code (hereafter
"Chapter . ") authorize the City to enter into a Development Agreement for
the development of real property with any person having a legal or equitable
interest in such property in order to establish certain development rights in such
property.
B. Developer owns certain real property (the "Property") consisting of
approximately 1 2 acres of land, as more particularly described in Exhibit A,
Legal Description of Property, attached hereto and incorporated herein by
reference.
C. Developer has applied for, and City has approved, various land use
approvals in connection with a project consisting of up to 2 residential units
and up to ,2 , o square feet of commercial/office development (the
"Project"), including, without limitation, amendments to the Dublin General
Plan and Eastern Dublin Specific Plan (Resolution No. ___-2 ), an amendment to
Planned Development Zoning Ordinance No. 2-0 for Fallon Village and a
Planned Development Zoning Stage 2 Development Plan for the Dublin Fallon
o Project (Ord. No. ___-2 adopted by the City Council on _, 202 ),
Vesting Tentative Tract Maps , , and for the Dublin Fallon o
Project (Resolution No. ___-2 adopted on _, 202 ), and this
Agreement (approved by the Development Agreement ("DA") Approving
Ordinance (defined below)) (collectively the "Project Approvals").
D. City desires the timely, efficient, orderly, and proper development of
the Project.
E. The City, in collaboration with the City of Livermore, is the lead
agency that desires to construct a project generally described as the roadway
extension of Dublin Boulevard from Fallon Road to the Dublin city limits,
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continuing easterly through unincorporated Alameda County and connecting to
North Canyons Parkway within the City of Livermore, commonly referred to as
the proposed Dublin Boulevard - North Canyons Parkway Extension Project
("Dublin Boulevard Extension"). On September , 201 , the City Council adopted
Ordinance No. io-i to establish Right -of -Way Lines for Dublin Boulevard
between Fallon Road and the Eastern City Limit ("Precise Plan").
F. City and Developer have reached agreement and desire to express
herein a Development Agreement that will facilitate development of the Project
subject to conditions set forth herein.
G. The development of the Property and the Project has been evaluated
in three environmental impact reports ("EIR") certified by the City: (1) Eastern
Dublin General Plan Amendment and Specific Plan Environmental Impact
Report, State Clearinghouse No. 110 0 ; (2) East Dublin Properties Stage 1
Development Plan and Annexation Supplemental EIR (State Clearinghouse No.
20010 211 ); and ( ) Fallon Village Project Draft Supplemental EIR (State
Clearinghouse Number 200 0 2010) (collectively, "Prior EIRs"). The Prior EIRs
specifically addressed the General Plan, Specific Plan and Stage 1 Planned
Development Zoning and Development Plan for the Project. An Initial Study was
prepared for the amendment to Planned Development Zoning Ordinance No. 2-
o Stage 1 Development Plan; Stage 2 Planned Development Rezoning and
Development Plan; Vesting Tentative Parcel Maps , and ; and this
Development Agreement to determine whether these approvals will result in any
new or substantially more severe significant environmental impacts than those
analyzed in these prior EIRs or any other standard requiring further
environmental review under CEQA are met (Public Resources Code Section
211 and CEQA Guidelines Sections 1 1 2 and 1 1 ). The Initial Study
determined that these approvals did not trigger any of the CEQA standards
requiring further environmental review. An Addendum was prepared for these
approvals explaining the basis for finding no further review is required under
CEQA pursuant to CEQA Guidelines Section 1 1 (e). The City Council
considered and approved the findings in the Addendum (Reso. No. ___-2
adopted on _, 202 ) prior to approving the General Plan and Eastern
Dublin Specific Plan amendments, the amendment to Planned Development
Zoning Ordinance No. 2-0 Stage 1 Development Plan; Stage 2 Planned
Development Rezoning and Development Plan; Vesting Tentative Parcel Maps
, , and ; and this Development Agreement.
H. City has given the required notice of its intention to adopt this
Development Agreement and has conducted public hearings thereon pursuant to
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Government Code Section and Chapter . . As required by Government
Code Section . , City has found that the provisions of this Development
Agreement and its purposes are consistent with the goals, policies, standards,
and land use designations specified in City's General Plan.
I. On June 11, 202 , the City of Dublin Planning Commission, the
initial hearing body for purposes of Development Agreement review,
recommended approval of this Development Agreement pursuant to Resolution
No. 2 -0 .
J. On , 202 , the City Council of the City of Dublin adopted
Ordinance No. __-2 approving this Development Agreement (the "DA
Approving Ordinance"). The DA Approving Ordinance took effect on
202 .
NOW, THEREFORE, with reference to the foregoing recitals and in
consideration of the mutual promises, obligations and covenants herein
contained, City and Developer agree as follows:
AGREEMENT
1. Description of Property. The Property that is the subject of this
Agreement is described in Exhibit A.
-,
2. Interest of Developer. Developer has a legal interest in the Property
in that it is the owner of the Property.
Relationship of City and Developer. It is understood that this
Agreement is a contract that has been negotiated and voluntarily entered into by
the City and Developer and that neither City nor Developer is an agent of the
other. The City and Developer hereby renounce the existence of any form of joint
venture or partnership between them and agree that nothing contained herein
or in any document executed in connection herewith shall be construed as
making the City and Developer joint venturers or partners.
Effective Date and Term
.1 Effective Date. The effective date of this Agreement ("Effective
Date") is the date upon which the DA Approving Ordinance takes effect.
.2 Term. The term of this Agreement shall commence on the
Effective Date and shall continue for 10 (ten) years following the City Council's
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acceptance of the Dublin Boulevard Extension project as constructed to its
ultimate width and length as described in the City's certified EIR for the Dublin
Boulevard Extension, as more particularly described in Exhibit C, attached
hereto and incorporated herein, unless said term is otherwise extended or
terminated as provided in this Agreement (as so extended or terminated, the
"Term"). In the event that any third -party lawsuit is filed challenging the City's
issuance of the Project Approvals or its compliance with CEQA, the Term of this
Agreement shall be automatically extended for a duration equal to the time from
the filing of such lawsuit to the entry of a final order dismissing or otherwise
finally terminating such lawsuit, which duration shall include any appeals
("Litigation Extension"). If required by one of the parties, the other party shall
enter into a Clarification pursuant to Section 1 . below memorializing the
length of such Litigation Extension. This Agreement shall terminate with
respect to any for sale residential lot and such lot shall be released and no longer
subject to this Agreement, without the execution or recordation of any further
document, when a certificate of occupancy has been issued for the building(s)
on such lot.
. Optional Extension. Prior to the expiration of the Term of this
Development Agreement, as provided in Section .2, Developer may extend the
Term of the Development Agreement. To do so, Developer shall give City written
notice at least ninety ( o) days prior to the termination date of the Development
Agreement. At the time Developer provides such notice, Developer shall make a
payment to City in the amount of $2 0,000 (adjusted for inflation from the
Effective Date using the CPI-U, San Francisco -Oakland -San Jose Area) for each
year of extension requested under this provision. Upon receipt of the notice and
the contribution, the City Manager shall approve the extension and shall notify
the Developer in writing that the Term of the Development Agreement has been
automatically extended for an additional time period equal to the time period
requested by Developer under this provision, commencing on the date the
Development Agreement would otherwise have terminated; provided Developer
may exercise its option to extend the Development Agreement no more than five
( ) times, for a maximum total Term of the Development Agreement of fifteen
(1 ) years (plus any extensions pursuant to Sections .2 or . hereof). Provided
there is an extension period remaining, Developer may request the extension for
multiple years and provide the payment due for each year's extension. Each
extension shall apply to the entire Property upon payment of one $2 0,000 (as
adjusted in accordance with this Section . ) per year extension payment, even if
the Property is owned by multiple Developers at that time.
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. Term of Project Approvals. The term of any Project Approvals
(as defined in Recital C) for the Property or any portion thereof, specifically
including without limitation the Vesting Tentative Tract Maps , , and
, shall be extended automatically for the Term of this Agreement.
. .i Termination of Agreement. In the event that this
Agreement is terminated prior to the expiration of the Term, the term of any
Project Approval and the vesting period for any final subdivision map approved
as a Project Approval shall be the term otherwise applicable to the approval.
Vested Rights/Use of the Property/Applicable Law/Processing
.i Right to Develop. Developer shall have the vested right to
develop the Project on the Property in accordance with the terms and conditions
of (i) this Agreement, the Project Approvals (as and when issued), and any
amendments to any of them as shall, from time to time, be approved pursuant to
this Agreement, and (ii) the City's ordinances, codes, resolutions, rules,
regulations and official policies governing the development, construction,
subdivision, occupancy and use of the Project and the Property including,
without limitation, the General Plan, the Dublin Municipal Code, and the
Specific Plan, the permitted uses of the Property, density and intensity of use of
the Property and the maximum height, bulk and size of proposed buildings, and
the provisions for reservation or dedication of land for public purposes that are
in force and effect on the Effective Date of this Agreement (collectively,
"Applicable Law"). In exercising its discretion when acting upon subsequent
project approvals, City shall apply the Applicable Law as the controlling body of
law. Notwithstanding the foregoing or anything to the contrary herein, any
amendment to the Project Approvals shall not become part of the law Developer
is vested into under this Agreement unless an additional amendment of this
Agreement is entered into between Developer and City in accordance with this
Agreement. In the event that such amendments to the Project Approvals are
sought for any distinct portion of the Property or Project, such amendments
shall not require amendment of this Agreement with respect to any other
portion of the Property or Project, except to the extent set forth in such
amendment.
.2 Fees, Exactions, Dedications. The City shall not apply to the
Project any development impact fee or any application, processing, or inspection
fee (collectively, "Fees") that the City first enacts after the Effective Date. Except
as otherwise set forth in this Agreement, City and Developer agree that this
Agreement does not limit the City's discretion to impose or require (a) payment
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of any fees in connection with the issuance of any subsequent project approvals
as necessary for purposes of mitigating environmental and other impacts of the
Project, (b) dedication of any land, or (c) construction of any public
improvement or facilities (collectively "Exactions"). Except as specifically
provided herein, nothing in this Agreement shall limit the City's ability to
impose existing development impact Fees at rates that are increased beyond the
amounts in effect on the Effective Date or limit Developer's ability to challenge
any such increases under state or local law.
. Construction Codes. Notwithstanding the provisions of
Section .1 above, to the extent Applicable Law includes requirements under the
state or locally adopted building, plumbing, mechanical, electrical and fire
codes (collectively the "Codes"), the Codes included shall be those in force and
effect at the time Developer submits its application for the relevant building,
grading, or other construction permits to City. In the event of a conflict between
such Codes and the Project Approvals, the Project Approvals shall, to the
maximum extent allowed by law, prevail. For construction of public
infrastructure, the Codes applicable to such construction shall be those in force
and effect at the time of execution of an improvement agreement between City
and Developer pursuant to Chapter .1 of the Dublin Municipal Code.
. New Rules and Regulations. During the Term of this
Agreement, the City may apply new or modified ordinances, resolutions, rules,
regulations, and official policies of the City to the Property which were not in
force and effect on the Effective Date only to the extent they are not in conflict
with the vested rights granted by the Applicable Law, the Project Approvals, or
this Agreement. In addition to any other conflicts that may occur, each of the
following new or modified ordinances, resolutions, rules, regulations, or official
policies shall be considered a per se conflict with the Applicable Law:
. .1 Any application or requirement of such new or
modified ordinances, resolutions, rules, regulations or official policies that
would (i) cause or impose a substantial financial burden on, or materially delay
development of the Property as otherwise contemplated by this Agreement or
the Project Approvals, (ii) frustrate in a more than insignificant way the intent or
purpose of the Project Approvals or preclude compliance therewith including,
without limitation, by preventing or imposing limits or controls in the rate,
timing, phasing or sequencing of development of the Project; (iii) prevent or
limit the processing or procuring of subsequent project approvals; or (iv) reduce
the density or intensity of use of the Property as a whole, or otherwise requiring
any reduction in the square footage of, or total number of, proposed buildings,
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structures and other improvements, in a manner that is inconsistent with or
more restrictive than the limitations included in this Agreement and the Project
Approvals; and/or
. .2 If any of such ordinances, resolutions, rules,
regulations, or official policies do not have general (City-wide) applicability.
. Moratorium Not Applicable. Notwithstanding anything to the
contrary contained herein, if a City ordinance, resolution, policy, directive, or
other measure is enacted or becomes effective, whether by action of the City or
by initiative, and if it imposes a building moratorium which affects all or any
part of the Project, City agrees that such ordinance, resolution or other measure
shall not apply to the Project, the Property, this Agreement or the Project
Approvals unless the building moratorium is imposed as part of a declaration of
a local emergency or state of emergency as defined in Government Code Section
, provided that to the extent a moratorium applies to all or any part of the
Project then the Term shall automatically be extended for a period of time equal
to the period of the moratorium.
. Revised Application Fees. Notwithstanding Section .2, any
existing application, processing and inspection fees that are revised during the
Term of this Agreement shall apply to the Project provided that (1) such fees
have general applicability and are consistent with State law limitations that
processing fees not exceed the estimated reasonable cost of providing the
service for which they are charged; (2) the application of such fees to the
Property is prospective; and ( ) the application of such fees would not prevent,
impose a substantial financial burden on, or materially delay development in
accordance with this Agreement. By so agreeing, Developer does not waive its
rights to challenge the legality of any such application, processing, and/or
inspection fees.
. New Taxes. This Agreement shall not prohibit the application
of any subsequently enacted City-wide taxes to the Project provided that (1) the
application of such taxes to the Property is prospective, and (2) the application of
such taxes would not prevent development in accordance with this Agreement.
By so agreeing, Developer does not waive its rights to challenge the legality of
any such taxes, facially or as applied to its Project or Property, or to claim
exemption from any taxes to the extent allowed by law.
. Development of the Project; Phasing, Timing. Since the
California Supreme Court held in Pardee Construction Co. v. City of Camarillo
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(1 ) Cal. d , that the failure of the parties therein to provide for the
timing of development resulted in a later adopted initiative restricting the timing
of development to prevail over such parties' agreement, it is the Parties' intent to
cure that deficiency by acknowledging and providing that this Agreement
contains no requirements that Developer must initiate or complete any action,
including without limitation, development of the Project within any period of
time set by City. Nothing in this Agreement is intended to create nor shall it be
construed to create any affirmative development obligations to develop the
Project, or liability in Developer under this Agreement if the development fails
to occur. It is the intention of this provision that Developer be able to develop
the Property in accordance with its own time schedules and the Project
Approvals.
. Processing. Nothing in this Agreement shall be construed to
limit the authority or obligation of City to hold necessary public hearings, nor to
limit the discretion of City or any of its officers or officials with regard to
subsequent project approvals that require the exercise of discretion by City,
provided that such discretion shall be exercised consistent with the vested rights
granted by this Agreement, the Applicable Law, and the Project Approvals.
. Property Grading.
.1 Phasing. For mutual benefit, the Parties desire mass grading
of the Property prior to the Dublin Boulevard Extension through the Property.
Pursuant to Dublin Municipal Code Section .1 .1 o(B), when the intended use
of a site requires approval of a discretionary zoning permit, a grading permit
shall not be issued until said approval. The Parties agree that the intended use,
exclusively for purposes of Dublin Municipal Code Section .1 .1 o(B) and this
Section, shall mean the Dublin Boulevard Extension. In accordance with this
Section, Developer may apply for, and City may issue a grading permit,
notwithstanding approval of a discretionary zoning permit for the intended use
of the remainder of the Project site.
.2 Slope Easement. The Project Approvals require Developer to
dedicate a Slope Easement ("SE") for that portion of the Property adjacent to the
future Dublin Boulevard frontage, if mass grading has not commenced per the
preliminary grading plan as shown on the Vesting Tentative Tract Map .
Developer shall cooperate in good faith with the City Engineer on the extent of
the SE dedication necessary to accommodate the Dublin Boulevard Extension.
The SE shall be dedicated by separate instrument, in a form satisfactory to the
City Engineer and City Attorney, prior to the first final or parcel map filed by
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Developer within the three-year ( ) period referenced in Section . If a final or
parcel map is not filed by Developer within the three-year ( ) period, the SE shall
be dedicated in conjunction with the Dublin Boulevard Extension right-of-way
dedication described in Section .
. Affordable Housing.
.1 Units Required by Regulations. Developer proposes up to 2
residential units on the Property. Pursuant to the City's Inclusionary Zoning
Regulations (Chapter . of the Dublin Municipal Code) (the "Regulations"),
developers of more than twenty (2o) residential units are required to set aside
12. % of the total number of units in the project as affordable units as specified.
.2 Alternative Compliance Authorized. Under the Regulations,
certain exceptions permit developers to satisfy the obligation other than through
on -site construction. For instance, part of this obligation can be satisfied
through the payment of a fee in -lieu of construction of units. In addition,
developers can satisfy their affordable housing obligations by, among other
mechanisms, obtaining City Council approval of an alternative method of
compliance that the City Council finds meet the purposes of the Regulations.
. Satisfaction of City Requirements. Developer shall satisfy its
affordable housing obligation through compliance with the Regulations.
. Right -of -Way Dedications. The Project Approvals require
Developer to dedicate a portion of the Property to the City in fee as right-of-way
for the Dublin Boulevard Extension, in general conformance with the adopted
Precise Plan, the most current design plans on file with the office of the City
Engineer at the time of dedication, and the Vesting Tentative Tract Map .
Such dedication shall occur no later than three ( ) years from the approval date
of the Vesting Tentative Tract Maps , , and . The dedicated right-of-
way shall be shown on the first final or parcel map filed within three -years ( ) of
the approval date of Vesting Tentative Tract Maps , , and . If a final
or parcel map is not filed within the three-year ( ) period, the right-of-way shall
be dedicated by a separate deed instrument, in a form satisfactory to the City
Engineer and City Attorney. Developer agrees that it will not receive any
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compensation or receive any Eastern Transportation Impact Fee ("EDTIF")
credits for dedicating the right-of-way for the Dublin Boulevard Extension.
. Community Facilities District - Service and Maintenance of Public
Streets and Improvements.
.1 Community Facilities District. Developer agrees to cooperate
in the formation of, or annexation into, a community facilities district or
districts established pursuant to the Mello -Roos Act, including approval of RMA
for the purpose of financing the services and maintenance of all public streets
(including storm drain systems, streetlights, and other street appurtenances)
constructed by the Developer within the future residential tract parcels after
City's acceptance of improvements. Developer agrees that the boundaries of the
district(s) will include all of the Property, and that Developer will not contest and
will, for and on behalf of all of the Property, vote in favor of formation of or
annexation into the district(s) prior to filing the first final map. Developer shall
pay its fair share of administrative costs incurred by the City associated with the
formation of and/or annexation into the district(s), as determined by the City
Engineer, prior to filing the first final map.
.2 Alternative Method of Compliance. Notwithstanding the
foregoing, City agrees that Developer may alternatively establish a maintenance
fund, in an amount to be determined by the City Engineer, that compensates for
all future maintenance of all public streets (including storm drain systems, street
lights, and other street appurtenances) within Parcels and (future residential
tract), as shown on the Vesting Tentative Tract Maps , , and , after
City's acceptance of improvements. If Developer complies with this Section .2
prior to filing the first final map, Developer shall be exempt from compliance
with Section .1.
10. Eastern Dublin Transportation Impact Fee Credits. Developer
shall not use or apply any EDTIF credits that it purchased or transferred from
any other credit -holder to satisfy Developer's obligations set forth herein. City
agrees that EDTIF credits for all eligible "Public Improvements" as defined in
Section 1 shall be provided for use by Developer upon completion of
construction or upon bonding for said "Public Improvements." Developer shall
also have the right to transfer or sell any eligible EDTIF credits that it receives
from the City to future commercial (GC/CO) or residential developers of the
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various parcels of Tract in accordance with the requirements of the
Consolidated Impact Fee Administrative Guidelines, February 202 .
11. Cooperation with Mitigation.
11.1 The City is in the midst of pursuing regulatory -agency permits
for the Dublin Boulevard Extension project ("DBE project") that crosses through
the Property. The Property is such that the City is required to mitigate for the
permanent indirect impacts on special status species in the areas of the Property
south of Dublin Boulevard. Developer's Project will require Developer to mitigate
for direct impacts on special status species in the areas of the Property south of
Dublin Boulevard. The City has already committed to financing the mitigation of
the DBE project, and Developer will directly benefit from such expenditure.
Meanwhile, Developer is prepared to submit permits of its own to the resource
agencies, and those permit submittals will require a mitigation plan that
includes mitigation for the permanent indirect impacts south of Dublin
Boulevard, and the City is not yet prepared to submit its permits. The City has
caused its consultant, Resource Environmental Solutions, Inc., to begin
developing a plan to make its mitigation solution available for Developer's use in
mitigating the Project's direct impacts. The Parties agree to cooperate in a
commercially reasonable manner to effectuate the goal of making the City's
mitigation solution available to Developer. Accordingly, each party agrees to
deliver whatever consents may be necessary to accomplish such objective.
12. Nature Community Parkland.
12.1 Purchase and Sale. Subject to to -be -negotiated terms, the
Developer will sell, and City will purchase, using revenues derived from the
Public Facilities Fee ("PFF"), the approximately 2. 2 acres of land on the
Property that is presently designated as "Open Space" under the City's General
Plan and the Eastern Dublin Specific Plan (the "Nature Park Land") for a total
purchase price of $2 , , o ("Purchase Price"). The purchase price is based on
the land value of $ , oo per acre used in the City's PFF program. If the final
acreage delivered to the City is more or less than 2. 2 acres, but not more than
.10 acres, the Purchase Price shall be adjusted accordingly. The Parties agree
to negotiate in good faith toward a mutually agreeable purchase and sale
agreement (the "PSA") within six months of the Effective Date.
12.1.1 Initial Payment. The Parties agree that the City's initial
payment under the PSA will take the form of a $ ,2 ,i payment(or such
amount as may be adjusted below) (the "Initial Payment") to the Developer to
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purchase the Nature Parkland from the PFF that will be simultaneously paid by
the Developer to the City for the Mitigation Cost. The Initial Payment calculation
of $ ,2 ,1 is the City's present estimate of the City's cost of mitigating for the
permanent indirect impacts on special status species of the Dublin Boulevard
Extension project on the Property in areas south of Dublin Boulevard (the
"Mitigation Cost"). Should the Mitigation Cost exceed $ ,2 ,1 , the Initial
Payment shall be increased to be equal to the increased amount. Developer has
previously committed to reimbursing the City for the Mitigation Cost because
the Mitigation offsets the Developer's obligation to mitigate for the direct impacts
on special species of the development on the same lands. Should negotiations on
the PSA not be proceeding to the City's satisfaction, the City may elect at any
time to require Developer to reimburse it for the Mitigation Cost.
12.1.2 Remaining Balance. With regard to the remaining
balance of the Purchase Price after the Initial Payment, the Parties acknowledge
that the Public Facilities Fee funds presently available are insufficient to allow
the City to pay the full amount of the Purchase Price in the short term. The City
acknowledges that its obligation to negotiate in good faith toward the PSA
includes negotiating a mutually agreeable payment schedule for payment of the
balance of the Purchase Price (the "Payment Schedule") that would be reflected
in the PSA. If the Parties are unable to agree on the Payment Schedule in the
PSA, Developer may elect to have the balance treated as a credit under the terms
of the PFF program.
12.2 Wetlands. The Parties acknowledge that there are the
jurisdictional wetlands on the Nature Park Land and that Developer's Resource
Agency Permits may subject such lands to a deed restriction or conservation
easement for wetland preservation. The Parties agree that the ownership of such
lands, and the impact of the deed restriction or conservation easement, should
the City take ownership of such lands, on the Purchase Price are unresolved and
will have to be resolved in the course of negotiating the PSA. If the City were to
take ownership of the jurisdictional wetlands, the Developer shall provide a
maintenance fund or establish a maintenance mechanism for maintenance of
the wetlands within the Nature Park Land as required by the Resource Agencies.
1 . Public Improvements. The parties agree that the Project's build out
will require the completion of certain improvements and that the City's approval
of Vesting Tentative Tract Maps , , and shall not prevent the City
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from later requiring the completion ofthe following in conjunction with later
phases of the project:
1 .1 Dublin Boulevard. In conjunction with development of either
Parcel 1 or Parcel 2 of Vesting Tentative Tract Map , Developer shall
coordinate with the City of Dublin and Alameda County Transportation
Commission (ACTC) on the Dublin Boulevard - North Canyons Parkway
Extension Project. Developer shall construct Dublin Boulevard Extension Project
improvements between Fallon Road and Croak Road, consistent with the latest
Dublin Boulevard Extension Project Improvement Plans. The Developer shall be
eligible for Eastern Dublin Traffic Impact Fee (EDTIF) credits for the cost of the
eligible improvements constructed or bonded for excluding the land cost of the
right-of-way, not to exceed the cost shown in the EDTIF.
1 .2 Dublin Boulevard. In conjunction with development of either
Parcel or Parcel of Vesting Tentative Tract Map , Developer shall
coordinate with the City of Dublin and Alameda County Transportation
Commission (ACTC) on the Dublin Boulevard - North Canyons Parkway
Extension Project. Developer shall construct Dublin Boulevard Extension Project
improvements between Fallon Road and easterly project terminus or any portion
not yet constructed within the project boundary, consistent with the latest
Dublin Boulevard Extension Project Improvement Plans. The Developer shall be
eligible for Eastern Dublin Traffic Impact Fee (EDTIF) credits for the cost of the
eligible improvements constructed or bonded for excluding the land cost of the
right-of-way, not to exceed the cost shown in the EDTIF.
1 . Dublin Boulevard / Fallon Road Intersection. In conjunction
with development of either Parcel 1, Parcel 2, Parcel or Parcel of Vesting
Tentative Tract Map , Developer shall complete the Dublin Boulevard /
Fallon Road intersection improvements to accommodate the following
intersection lane geometry. The minimum width of through lanes and turn lanes
adjacent to the median and the curb shall be 12'.
• Northbound: three left -turn lanes, four through lanes, two right -turn lanes
• Southbound: two left -turn lanes, four through lanes, one right -turn lane
• Eastbound: two left -turn lanes, three through lanes, two right -turn lanes
• Westbound: three left -turn lanes, three through lanes, one right -turn lane
The Developer shall be eligible for Eastern Dublin Traffic Impact Fee (EDTIF)
credits for the cost of the eligible improvements constructed or bonded for
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excluding the land cost of the right-of-way, not to exceed the cost shown in the
EDTIF.
1 . Fallon Road / Fallon Gateway - Parcel 1 Access Intersection. In
conjunction with development of either Parcel 1, Parcel 2, Parcel or Parcel of
Vesting Tentative Tract Map , Developer shall complete the Fallon Road /
Fallon Gateway intersection to accommodate the following intersection lane
geometry. The minimum width of through lanes and turn lanes adjacent to the
median and the curb shall be 12'.
• Northbound: two left -turn lanes, four through lanes, one right -turn lane
• Southbound: one left -turn lane, four through lanes, one right -turn lane
• Westbound: Applicant shall provide the appropriate number of through
lanes, left -turn lanes, right -turn lanes with sufficient storage space to
accommodate project traffic.
The Developer shall be eligible for Eastern Dublin Traffic Impact Fee (EDTIF)
credits for the cost of the eligible improvements constructed or bonded for
excluding the land cost of the right-of-way, not to exceed the cost shown in the
EDTIF.
1 . Fallon Road. In conjunction with development of either Parcel
1, Parcel 2, Parcel or Parcel of Vesting Tentative Tract Map , Developer
shall complete the following improvements and be eligible for Eastern Dublin
Traffic Impact Fee (EDTIF) credits for the cost of the eligible improvements
constructed or bonded for excluding the land cost of the right-of-way, not to
exceed the cost shown in the EDTIF:
1 . .1 Ultimate widening and frontage improvements for
Fallon Road along the Parcel 1 project frontage, including northbound travel
lanes between I- o Interchange to Dublin Boulevard. Street improvements shall
include, but are not limited to ' wide protected bicycle lane and minimum '
wide median, and minimum ' wide sidewalk. The cross-section of Fallon Road
shall have a minimum of four through travel lanes in each direction plus turn
lanes at the intersections; and
1 . .2 Improvements north of Dublin Boulevard to provide
connectivity to existing sidewalk to the north, City acknowledges that a portion
of the necessary right of way is owned by DR Acquisitions, LLC and that it would
need to be acquired by Developer or the City prior to improvements on that
portion of the right of way being completed. The City acknowledges that the
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requirements related to the improvements described in this Subsection 1 . will
be subject to Government Code section 2. ; and
1 . . Class IV bike lanes in both directions, consisting of a -
foot wide median and an -foot wide bicycle lane with protected intersections at
every signalized intersection along Fallon Road from the I- o Interchange to
Central Parkway per the City's Bicycle and Pedestrian Plan.
1 . Croak Road. In conjunction with any development proposal of
Parcel 1 of Vesting Tentative Tract Map , Developer shall request the
abandonment of Croak Road south of Dublin Boulevard, acquire the lands at
"Fair Market Value"; and incorporate the lands into its project, prior to issuance
of a building permit for Parcel 1. The vacation of Croak Road shall exclude the
portion of right-of-way reserved for future Valley Link project. Developer shall
pay all costs associated with the right-of-way vacation and parcel acquisition.
The City would offset any Developer costs associated with the Developer or the
City acquiring the DR Acquisitions, LLC lands described in subsection 1 . , from
the amounts payable by Developer for the acquisition of to -be -abandoned Croak
Road.
1 . East-West Street South of Dublin Boulevard. Unless Croak Road
is maintained as a private street, Parcel 1 of Vesting Tentative Tract Map
shall include a private street that runs parallel to Dublin Boulevard connecting to
Fallon Road at the intersection with Fallon Gateway and Dublin Boulevard and
Croak Road intersection, which street shall include bicycle and pedestrian
connectivity.
1 . I- o / Fallon Road Interchange Fair Share. The Developer
shall pay the fair share towards the construction of the Phase 2 I- o/Fallon Road
Interchange improvements no later than o-days after recordation of the first
residential final map (Tract or ) and no building permits for the
residential development shall be issued until the fair share payment has been
made. The fair share will be determined based on the Phase 2 Interchange cost
and the City's Local Transporation Analysis and any additional analysis subject to
approval of the City Engineer. Should the trips associated with actual
development on any of either Parcel 1, Parcel 2, Parcel or Parcel of Vesting
Tentative Tract Map be less than used to calculate the fair -share payment,
the City will consider an appropriate refund to the then -owner of such parcel to
reflect the reduced number of trips.
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1 . Vehicle Trip Reduction with Transportation Demand
Management. To reduce the impact of the project generated traffic along Fallon
Road and Dublin Boulevard, Developer shall be required to prepare and
implement in conjunction with each subsequent Site Development Review
("SDR") a Transportation Demand Management plan ("TDM plan") to reduce
vehicle trips to and from the project site(s), to the satisfaction of the City
Engineer. The TDM plan shall include trip reduction measures necessary to
achieve a minimum overall target of trip reduction to reduce peak hour trips by
io% or an appropriate amount of trip reduction based on future transportation
analysis but not less than io% for office and residential uses. The TDM plan shall
also include and implement TDM Best Management Practices (BMPs) for the
retail uses. The SDR conditions shall require City approval of the TDM plan prior
to the issuance of a certificate of occupancy for the first building. The SDR plan
shall require annual reporting of trips, surveys, and the making of revisions to
the TDM plan as needed to meet the trip reduction targets or thresholds to the
satisfaction of the City Engineer. Vehicle trip reductions will be measured
through counts of vehicles that enter and exit the site and by comparison of the
results to established trip thresholds. TDM reduction targets will be applied to
establish the thresholds. The estimates and thresholds will be reviewed and
approved by the City Engineer.
TDM measures that target office employees shall be described in detail in
the TDM plan, including information regarding the direct implementing party.
The following TDM measures shall be considered for inclusion in the TDM plan.
1 . .1 On -site support facilities including bicycle paths,
pedestrian paths linking buildings and bus stops.
1 . .2 In building support facilities including showers,
changing rooms, bicycle storage rooms and bicycle racks.
1 . . Ridesharing options for long distance commuters such
as carpool and vanpool matching services.
1 . . Guaranteed ride home services for commuters who
carpool, take transit or bicycle to work.
1 . . Financial incentives such as pre-tax benefits for transit
and bicycle expenses (e.g., Commuter Check) or subsidized transit passes (e.g.,
Commuter Checks, Clipper Cards) for all employees.
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1 do Future Transportation Analysis. Developer acknowledges that
future Site Development Review approvals will require additional transportation
analysis, including but not limited to the following (Parcel references are to
Parcel designations in Vesting Tentative Tract Map ):
1 .10.1 The planned access along Dublin Boulevard to
Parcel 1 and Parcel 2, between Fallon Road and Croak Road.
1 .10.2 The east -west connection between Fallon
Gateway intersection and the signalized intersection of Dublin Boulevard/Croak
Road.
1 .10. The intersection of Dublin Boulevard / Croak
Road.
1 .10. The planned access along Dublin Boulevard to
Parcel and Parcel .
1 .10. Adverse effects to the Fallon Road -El Charro
Road/I- o Interchange.
1 .10. Adverse effects to the Dublin Boulevard/Fallon
Road intersection.
1 .11 In the event of any conflict between this Section 1 and the
conditions of approval for the Project Approvals regarding the Public
Improvements described in this Section 1 , the terms of this Section 1 shall
control.
1 . Amendment or Cancellation.
1 .1 Modification Because of Conflict with State or Federal Laws.
The Project and Property shall be subject to state and federal laws and
regulations and this Agreement does not create any vested right in state and
federal laws and regulations in effect on the Effective Date. If state or federal
laws or regulations enacted after the Effective Date of this Agreement prevent or
preclude compliance with one or more provisions of this Agreement or require
changes in plans, maps or permits approved by the City, the Parties shall meet
and confer in good faith in a reasonable attempt to modify this Agreement to
comply with such federal or state law or regulation. Any such amendment or
suspension of the Agreement shall be subject to approval by the City Council (in
accordance with Chapter . ). Each Party agrees to extend to the other its
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prompt and reasonable cooperation in so modifying this Agreement or approved
plans.
1 .2 Amendment of Development Agreement by Mutual Consent.
This Agreement maly be amended in writing from time to time by mutual
consent of the Parties hereto and in accordance with the procedures of the
Development Agreement Statute and Chapter . . Review and approval of an
amendment to this Development Agreement shall be strictly limited to
consideration of only those provisions to be added or modified. No amendment,
modification, waiver, or change to this Development Agreement or any provision
hereof shall be effective for any purpose unless specifically set forth in a writing
that expressly refers to this Development Agreement and signed by the duly
authorized representatives of both Parties.
1 .2.1 Partial Amendment. When a Party seeking such an
amendment owns or has an equitable right to only a portion of the whole of the
Property ("Portion"), then such Party may only seek amendment of this
Agreement as directly relates to the Portion, and the Party owning any other
Portion shall not be required or entitled to be a signatory or to consent to an
amendment that affects only another Party's Portion.
1 . Amendments. Any amendments to this Agreement which
relate to (a) the Term; (b) the permitted uses of the Property as provided in
paragraph .1; (c) provisions for "significant" reservation or dedication of land;
(d) conditions, terms, restrictions or requirements for subsequent discretionary
actions; (e) an increase in the density or intensity of use of the overall Project; (f)
the maximum height or size of proposed buildings; or (g) monetary
contributions by Developer as provided in this Agreement, shall be deemed an
"Amendment" and shall require notice or public hearing before the Planning
Commission and the City Council before the Parties may execute an amendment
hereto. The City's Public Works Director shall determine whether a reservation
or dedication is "significant" in the context of the overall Project.
1 . Clarifications. If and when, from time to time, during the
Term of this Agreement, City and Developer agree refinements and clarifications
are necessary or appropriate with respect to the details of performance of City
and Developer hereunder, City and Developer shall effectuate such clarifications
through letter agreements (each, a "Clarification") approved by City and
Developer, which, after execution, shall be attached hereto as addenda and
become a part hereof, and may be further clarified from time to time as
necessary with future approval by City and Developer. No such Clarification
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shall constitute an amendment to this Agreement requiring public notice or
hearing. The City Manager or his or her designee shall have the authority to
determine on behalf of City whether a requested clarification is of such a
character to constitute an Amendment subject to Section 1 . or a Clarification
subject to this Section 1 . . The City Manager shall have the authority to
review, approve, and execute Clarifications to this Agreement provided that such
Clarifications are not Amendments.
1 . Cancellation by Mutual Consent. Except as otherwise
permitted herein, this Agreement may be canceled in whole or in part only by
the mutual consent of the parties or their successors in interest, in accordance
with the provisions of the Development Agreement Statute and Chapter
. . Any fees paid pursuant to this Agreement prior to the date of cancellation
shall be retained by the City.
1 . Annual Review.
1 .1 Review Date. The annual review date for this Agreement shall
be between July 1 and August 1 , 202 , and thereafter between each July 1 and
August 1 during the Term. Review shall be conducted in accordance with
Section . .1 0 of Chapter . and the provisions of this Section 1 .
1 .2 Initiation of Review. The City's Community Development
Director shall initiate the annual review, as required under Section . .1 0 of
Chapter . , by giving to Developer thirty ( o) days prior written notice that the
City intends to undertake such review. Not less than thirty ( o) days after receipt
of the notice, Developer shall provide evidence to the Director, as reasonably
determined necessary by the Director, to demonstrate good faith compliance
with the material terms and provisions of the Agreement as to the whole or
relevant portion of the Property owned by Developer. The burden of proof by
substantial evidence of compliance is upon Developer.
1 . Staff Reports. To the extent practical, the City shall deposit in
the mail to Developer a copy of all staff reports, and related exhibits concerning
contract performance at least five days prior to any public hearing addressing
annual review.
1 . Costs. Costs reasonably incurred by the City in connection
with the annual review shall be paid by Developer in accordance with the City's
schedule of fees in effect at the time of review.
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1 . Default.
1 .1 Remedies Available. Upon the occurrence of an event of
default, the Parties may pursue all remedies at law or in equity which are not
otherwise provided for in this Agreement or in the City's regulations governing
development agreements, expressly including, but not limited to, the remedy of
specific performance of this Agreement.
1 .2 Notice and Cure. Upon the occurrence of an event of default
by either Party, the non -defaulting party shall serve written notice of such
default upon the defaulting Party. Subject to a Mortgagee's right to cure
pursuant to Section 1 .2 hereof, if the default is not cured by the defaulting Party
within thirty ( o) days after service of such notice of default, the non -defaulting
Party may then commence any legal or equitable action to enforce its rights
under this Agreement; provided, however, that if the default cannot be cured
within such thirty ( o) day period, the non -defaulting Party shall refrain from
any such legal or equitable action so long as the defaulting Party begins to cure
such default within such thirty ( o) day period and diligently pursues such cure
to completion. Any notice of default given hereunder shall specify in detail the
nature of the failures in performance that the noticing Party claims constitutes
the event of default, all facts constituting substantial evidence of such failure,
and how such failure may be satisfactorily cured in accordance with the terms
and conditions of this Agreement. During the time periods herein specified for
cure of a failure of performance, the Party charged therewith shall not be
considered to be in default for purposes of (a) termination of this Agreement, (b)
institution of legal proceedings with respect thereto, or (c) issuance of any
approval with respect to the Project. Failure to give notice shall not constitute a
waiver of any default.
1 . No Damages against City. Notwithstanding anything to the
contrary contained herein, in no event shall damages be awarded against the
City upon an event of default or upon termination of this Agreement.
1 . Estoppel Certificate. Either Party may, at any time, and from time
to time, request written notice from the other Party requesting such party to
certify in writing that, (a) this Agreement is in full force and effect and a binding
obligation of the Parties; (b) this Agreement has not been amended or modified
either orally or in writing, or if so amended, identifying the amendments; and
(c) to the knowledge of the certifying Party, the requesting Party is not in default
in the performance of its obligations under this Agreement, or if in default, to
describe therein the nature and amount of any such defaults. A Party receiving a
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request hereunder shall execute and return such certificate within thirty ( o)
days following the receipt thereof, or such longer period as may reasonably be
agreed to by the Parties. The City Manager of the City shall be authorized to
execute any certificate requested by Developer. Should the Party receiving the
request not execute and return such certificate within the applicable period, this
shall not be deemed to be a default, provided that such Party shall be deemed to
have certified that the statements in clauses (a) through (c) of this Section are
true, and any Party may rely on such deemed certification. City acknowledges
that a certificate hereunder may be relied upon by Transferees (as defined in
Section 21.2) and Mortgagees (as defined in Section 1 .i).
1 . Mortgagee Protection; Certain Rights of Cure.
1 .1 Mortgagee Protection. This Agreement shall be superior and
senior to any lien placed upon the Property, or any portion thereof after the date
of recording this Agreement, including the lien for any deed of trust or mortgage
("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat,
render invalid, diminish or impair the lien of any Mortgage made in good faith
and for value, but all the terms and conditions contained in this Agreement shall
be binding upon and effective against any person or entity, including any deed of
trust beneficiary or mortgagee ("Mortgagee") who acquires title to the Property,
or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure,
or otherwise.
1 .2 Mortgagee Not Obligated. Notwithstanding the provisions of
Section 1 .1 above, no Mortgagee shall have any obligation or duty under this
Agreement, before or after foreclosure or a deed in lieu of foreclosure, to
construct or complete the construction of improvements, or to guarantee such
construction of improvements, or to guarantee such construction or completion,
or to pay, perform or provide any fee, dedication, improvements or other
exaction or imposition; provided, however, that a Mortgagee shall not be entitled
to devote the Property to any uses or to construct any improvements thereon
other than those uses or improvements provided for or authorized by the Project
Approvals or by this Agreement.
1 . Notice of Default to Mortgagee and Extension of Right to Cure.
If the City receives notice from a Mortgagee requesting a copy of any notice of
default given Developer hereunder and specifying the address for service
thereof, then the City shall deliver to such Mortgagee, concurrently with service
thereon to Developer, any notice given to Developer with respect to any claim by
the City that Developer has committed an event of default. Each Mortgagee shall
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have the right during the same period available to Developer to cure or remedy,
or to commence to cure or remedy, the event of default claimed set forth in the
City's notice. The City, through its City Manager, may extend the thirty -day cure
period provided in paragraph 12.2 for not more than an additional sixty days
upon request of Developer or a Mortgagee.
1 . Severability. The unenforceability, invalidity or illegality of any
provisions, covenant, condition, or term of this Agreement shall not render the
other provisions unenforceable, invalid or illegal; provided that, if the
unenforceability, invalidation, or illegality would deprive either City or
Developer of material benefits derived from this Development Agreement, or
make performance under this Development Agreement unreasonably difficult,
then City and Developer shall meet and confer and shall make good faith efforts
to amend or modify this Development Agreement in a manner that is mutually
acceptable to City and Developer.
20. Attorneys' Fees and Costs.
20.1 Prevailing Party. If the City or Developer initiates any action at
law or in equity to enforce or interpret the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and costs in addition to any other relief to which it may otherwise
be entitled.
20.2 Third Party Challenge. If any person or entity not a party to
this Agreement initiates an action at law or in equity to challenge the validity of
any the Project Approvals (including this Agreement), the Parties shall cooperate
in defending such action. The Parties hereby agree to affirmatively cooperate in
defending said action and to execute a joint defense and confidentiality
agreement in order to share and protect information, under the joint defense
privilege recognized under applicable law. Developer shall bear its own costs of
defense as a real party in interest in any such action and shall reimburse the City
for all reasonable court costs and attorneys' fees expended by the City in defense
of any such action or other proceeding.
21. Transfers and Assignments.
21.1 Agreement Runs with the Land. All of the provisions, rights,
terms, covenants, and obligations contained in this Agreement shall be binding
upon and inure to the benefit of the Parties and their respective heirs, successors
and assignees, representatives, lessees, and all other persons acquiring the
Property, or any portion thereof, or any interest therein, whether by operation of
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law or in any manner whatsoever. All of the provisions of this Agreement shall
be enforceable as equitable servitude and shall constitute covenants running
with the land pursuant to applicable laws, including, but not limited to, Section
1 of the Civil Code of the State of California. Each covenant to do, or refrain
from doing, some act on the Property hereunder, or with respect to any owned
property, (a) is for the benefit of such properties and is a burden upon such
properties, (b) runs with such properties, and (c) is binding upon each party and
each successive owner during its ownership of such properties or any portion
thereof, and shall be a benefit to and a burden upon each party and its property
hereunder and each other person succeeding to an interest in such properties.
21.2 Right to Assign. Developer may wish to sell, transfer, or assign
all or portions of its Property to other developers (each such other developer is
referred to as a "Transferee"). In connection with any such sale, transfer or
assignment to a Transferee, Developer shall have the right to sell, transfer or
assign to such Transferee any or all rights, interests and obligations of Developer
arising hereunder and that pertain to the portion of the Property being sold or
transferred, to such Transferee, provided, however, that: except as provided
herein, no such transfer, sale or assignment of Developer's rights, interests and
obligations hereunder shall occur without prior written notice to City and
approval by the City Manager, which approval shall not be unreasonably
withheld, conditioned, or delayed.
21. Approval and Notice of Sale, Transfer or Assignment. The City
Manager shall consider and decide on any transfer, sale, or assignment of this
Agreement within ten (io) days after Developer's notice, provided all necessary
documents, certifications, and other information are provided to the City
Manager to enable the City Manager to determine whether the proposed
Transferee can perform Developer's obligations hereunder. Notice of any such
approved sale, transfer, or assignment (which includes a description of all rights,
interests and obligations that have been transferred and those which have been
retained by Developer) shall be recorded in the official records of Alameda
County, in a form acceptable to the City Manager, concurrently with such sale,
transfer or assignment.
21. Considerations for Approval of Sale, Transfer or Assignment.
In considering the request, the City Manager shall base the decision upon the
proposed assignee's reputation, experience, financial resources, access to credit,
and capability to successfully carry out the development of the Property to
completion. The City Manager's approval shall be for the purposes of a)
providing notice to City; b) assuring that all obligations of Developer are
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allocated as between Developer and the proposed purchaser, transferee, or
assignee as provided by this Agreement; and c) assuring City that the proposed
purchaser, transferee, or assignee is financially capable of performing
Developer's obligations hereunder not withheld by Developer. Notwithstanding
the foregoing, the City Manager's approval shall not be required for an
assignment to an entity or entities controlling Developer, controlled by
Developer, or under common control with Developer, provided that Developer
owns and controls no less than fifty percent ( o%) of such successor entity or
controls the day-to-day management decisions of such successor entity.
21. Release upon Transfer. Upon the transfer, sale, or assignment
of all of Developer's rights, interests, and obligations hereunder pursuant to
Section 21.2 of this Agreement, Developer shall be automatically released from
the obligations under this Agreement, with respect to the Property transferred,
sold, or assigned, arising subsequent to the date of City Manager approval of
such transfer, sale, or assignment; provided, however, that if any transferee,
purchaser, or assignee approved by the City Manager expressly assumes all of
the rights, interests, and obligations of Developer under this Agreement,
Developer shall be released with respect to all such rights, interests, and
assumed obligations. In any event, the transferee, purchaser, or assignee shall
be subject to all the provisions hereof and shall provide all necessary
documents, certifications, and other necessary information prior to City
Manager approval.
21. Developer's Right to Retain Specified Rights or Obligations.
Developer may withhold from a sale, transfer or assignment of this Agreement
or any portion of the Property transferred, certain rights, interests and/or
obligations which Developer wishes to retain, provided that Developer specifies
such rights, interests, and/or obligations in a written document to be appended
to this Agreement and recorded with the Alameda County Recorder prior to the
sale, transfer, or assignment of the Property. Developer's purchaser, transferee,
or assignee shall then have no interest or obligations for such rights, interests,
and obligations and this Agreement shall remain applicable to Developer with
respect to such retained rights, interests, and/or obligations.
21. Partial Assignment. In the event of a partial Transfer, City
shall cooperate with Developer and any proposed Transferee to allocate rights
and obligations under the Development Agreement and the Project Approvals
among the retained Property and the transferred Property. Provided that City
receives a copy of the assignment and assumption agreement by which
Transferee assumes the transferred rights and obligations associated with the
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Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
transferred Property: (i) any subsequent breach with respect to the transferred
obligations shall not constitute a breach with respect to the retained rights and
obligations of such transferor (or any other Transferee) under the Development
Agreement, and (ii) any subsequent breach with respect to the retained
obligations of Transferor (or any other Transferee) shall not constitute a breach
with respect to the transferred rights and obligations of a Transferee under the
Development Agreement. The Transferor and the Transferee each shall be solely
responsible for the reporting and annual review requirements relating to the
portion of the Property owned by such Transferor/Transferee. Any amendment
to the Development Agreement between City and a Transferor or Transferee
shall only affect the portion of the Property owned by such Transferor or
Transferee.
22. Bankruptcy. The obligations of this Agreement shall not be
dischargeable in bankruptcy.
2 . Indemnification. Developer agrees to indemnify, defend, and hold
harmless the City, and its elected and appointed councils, boards, commissions,
officers, agents, employees, and representatives from any and all claims, costs
(including legal fees and costs) and liability for any personal injury or property
damage which may arise directly or indirectly as a result of any actions or
inactions by Developer, or any actions or inactions of Developer's contractors,
subcontractors, agents, or employees in connection with the construction,
improvement, operation, or maintenance of the Project, provided that Developer
shall have no indemnification obligation with respect to negligence or wrongful
conduct of the City, its contractors, subcontractors, agents, or employees, or with
respect to the maintenance, use or condition of any improvement after the time
it has been dedicated to and accepted by the City or another public entity (except
as provided in an improvement agreement or maintenance bond). If City is
named as a party to any legal action, City shall cooperate with Developer, shall
appear in such action, and shall not unreasonably withhold approval of a
settlement otherwise acceptable to Developer.
2 . Insurance.
2 .1 Commercial General Liability Insurance. During the Term of
this Agreement, Developer shall maintain in effect a policy of commercial
general liability insurance with a per -occurrence combined single limit of not
less than $1,000,000. The policy so maintained by Developer shall name the City
as an additional insured and shall include either a severability of interest clause
or cross -liability endorsement. City and Developer agree that such insurance
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may include alternative risk management programs, including self-insurance, or
a combination of self-insurance and insurance, provided that such alternative
risk management programs provide protection equivalent to that specified
under this Agreement.
2 .2 Workers' Compensation Insurance. During the Term of this
Agreement, Developer shall maintain Workers' Compensation insurance for all
persons employed by Developer for work at the Project site. Developer shall
require each contractor and subcontractor similarly to provide Workers'
Compensation insurance for its respective employees. Developer agrees to
indemnify the City for any damage resulting from Developer's failure to
maintain any such insurance.
2 . Evidence of Insurance. Prior to issuance of any permits for the
Project, including grading permits, Developer shall furnish the City satisfactory
evidence of the insurance required in Sections 2 .1 and 2 .2 and evidence that
the carrier is required to give the City at least fifteen (1 ) days prior written
notice of the cancellation or reduction in coverage of a policy unless replaced
with similar coverage. The insurance shall extend to the City, its elective and
appointive boards, commissions, officers, agents, employees, representatives,
and to Developer performing work on the Project.
2 . Sewer and Water. Developer acknowledges that it must obtain
water and sewer permits from the Dublin San Ramon Services District
("DSRSD") which is another public agency not within the control of the City. City
agrees that it shall not take any action with DSRSD opposing Developer's efforts
to reserve water and sewer capacity sufficient to serve the Project described
herein.
2 . Notices. All notices required or provided for under this Agreement
shall be in writing. Notices required to be given to the City shall be addressed as
follows:
City Manager
City of Dublin
10o Civic Plaza
Dublin, CA
Phone No.: ( 2 ) - o
Fax No.: ( 2 ) - 1
With copies to: City Attorney
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Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
follows:
Notices required to be given to Developer shall be addressed as
GH PacVest, LLC
Lingyun Sun, Chief Americas Officer
2 0o Post Oak Blvd., Suite 11
Houston, TX 0
Phone No.: ( 2) -0 2
Email: lsun@gha-group.com
A Party may change address by giving notice in writing to the other Party
and thereafter all notices shall be addressed and transmitted to the new address.
Notices shall be deemed given and received upon personal delivery, or if mailed,
upon the expiration of forty-eight ( ) hours after being deposited in the United
States Mail. Notices may also be given by overnight courier, which shall be
deemed given the following day or by facsimile transmission or email, which
shall be deemed given upon verification of receipt.
2 . Agreement is Entire Understanding. This Agreement, including its
exhibits, constitutes the entire understanding and agreement of the Parties and
supersedes all negotiations or previous agreements between the Parties with
respect to all or any part of the subject matter hereof.
2 . Exhibits. The following document is referred to in this Agreement
and is attached hereto and incorporated herein as though set forth in full:
Exhibit A Legal Description of Property
2 . Recitals. The foregoing Recitals are true and correct and are made
a part hereof.
o. Counterparts. This Agreement may be executed by each Party on a
separate signature page, and when the executed signature pages are combined,
shall constitute one single instrument. This Agreement is executed in two (2)
duplicate originals, each of which is deemed to be an original.
1. Recordation. The City shall record a copy of this Agreement within
ten (10) days following execution by all Parties. Thereafter, if this Agreement is
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Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
terminated, modified, or amended, the City Clerk shall record notice of such
action with the Alameda County Recorder.
2. No Third -Party Beneficiaries. Nothing contained in this Agreement
is intended to or shall be deemed to confer upon any person, other than the
Parties and their respective permitted successors and assigns, any rights, or
remedies hereunder.
. Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of California.
. Time is of the Essence. Time is of the essence for each provision of
this Agreement for which time is an element.
. Further Actions and Instruments. Each Party to this Development
Agreement shall cooperate with and provide reasonable assistance to the other
Party and take all actions necessary to ensure that the Parties receive the
benefits of this Development Agreement, subject to satisfaction of the conditions
of this Development Agreement. Upon the request of any Party, the other Party
shall promptly execute, with acknowledgment or affidavit if reasonably required,
and file or record such required instruments and writings and take any actions
as may be reasonably necessary under the terms of this Development
Agreement to carry out the intent and to fulfill the provisions of this
Development Agreement or to evidence or consummate the transactions
contemplated by this Development Agreement.
. Section Headings. Section headings in this Development
Agreement are for convenience only and are not intended to be used in
interpreting or construing the terms, covenants, or conditions of this
Development Agreement.
. Construction of Agreement. This Development Agreement has
been reviewed and revised by legal counsel for both Developer and City, and no
presumption or rule that ambiguities shall be construed against the drafting
Party shall apply to the interpretation or enforcement of this Development
Agreement.
. Authority. The persons signing below represent and warrant that
they have the authority to bind their respective Party and that all necessary
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board of directors, shareholders, partners, city councils, or other approvals
have been obtained.
. Non -Intended Prevailing Wage Requirements. Except for public
improvements constructed by the Developer and to be dedicated to the City
(which are subject to conditions of Project Approval), nothing in this
Development Agreement shall in any way require, or be construed to require,
Developer to pay prevailing wages with respect to any work of construction or
improvement within the Project (a "Non -Intended Prevailing Wage
Requirement"). But for the understanding of the Parties as reflected in the
immediately preceding sentence, the Parties would not have entered into this
Development Agreement based upon the terms and conditions set forth herein.
Developer and City have made every effort in reaching this Development
Agreement to ensure that its terms and conditions will not result in a Non -
Intended Prevailing Wage Requirement. These efforts have been conducted in
the absence of any applicable existing judicial interpretation of the recent
amendments to the California prevailing wage law. If, despite such efforts, any
provision of this Development Agreement shall be determined by any court of
competent jurisdiction to result in a Non -Intended Prevailing Wage
Requirement, such determination shall not invalidate or render unenforceable
any provision hereof, provided, however, that the Parties hereby agree that, in
such event, this Development Agreement shall be reformed such that each
provision of this Development Agreement that results in the Non -Intended
Prevailing Wage Requirement will be removed from this Development
Agreement as though such provisions were never a part of the Development
Agreement, and, in lieu of such provision(s), replacement provisions shall be
added as a part of this Development Agreement as similar in terms to such
removed provision(s) as may be possible and legal, valid and enforceable, but
without resulting in the Non -Intended Prevailing Wage Requirement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of the date and year first above written.
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Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
CITY OF DUBLIN DEVELOPER
GH PacVes. LLC
By: By: d L
Linda Smith, City Manager Name: Li yun Su
Its: Chief Americas cer
Attest:
Marsha Moore, City Clerk
Approved as to form:
John Bakker, City Attorney
(NOTARIZATION ATTACHED)
Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
Exhibit A
LEGAL DESCRIPTION
Real property in the City of Dublin , County of Alameda, State of California, described as follows:
PARCEL A:
PARCEL ONE:
BEING A PORTION OF SECTION 2, TOWNSHIP 3 SOUTH, RANGE 1, EAST MOUNT DIABLO BASE AND
MERIDIAN, DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE NORTHERN LINE OF THE STATE HIGHWAY
FROM DUBLIN TO LIVERMORE AS SAID LINE IS DEFINED IN THAT CERTAIN DEED FROM ALICE M.
SHORT AND BEATRICE B. BRIGHT, TO THE STATE OF CALIFORNIA RECORDED MARCH 13, 1934, IN
BOOK 3008 OF OFFICIAL RECORDS OF ALAMEDA COUNTY AT PAGE 324, WITH THE EASTERN LINE OF
COUNTY ROAD 6152, AS SAID COUNTY ROAD IS DESCRIBED IN THAT CERTAIN DEED FROM
HENRIETTA FARRELLY TO COUNTY OF ALAMEDA, RECORDED JANUARY 2, 1918, IN BOOK 2612, OF
DEEDS, AT PAGE 352, ALAMEDA COUNTY RECORDS; RUNNING THENCE SOUTH 89° 30' EAST ALONG
THE NORTHERN LINE OF SAID STATE HIGHWAY 814.50 FEET; THENCE NORTH 0° 31' WEST 2855.00
FEET TO THE NORTH BOUNDARY LINE OF TOWNSHIP 3 SOUTH, RANGE 1 EAST, MOUNT DIABLO BASE
AND MERIDIAN; THENCE WEST ALONG THE LAST NAMED LINE 435.70 FEET TO THE EASTERN LINE OF
SAID COUNTY ROAD NO. 6152; THENCE ALONG THE LAST NAMED LINE THE FOLLOWING COURSES
AND DISTANCES; SOUTH 36° 35' WEST 23.40 FEET; THENCE SOUTH 23° 20' WEST 901.40 FEET;
THENCE SOUTH 0° 31' EAST 2001.40 FEET TO THE POINT OF BEGINNING.
ALSO BEING A PORTION OF THE SANTA RITA RANCHO.
EXCEPTING THEREFROM THE PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED
RECORDED FEBRUARY 15, 1950, BOOK 6021, PAGE 575, SERIES NO. AE-13413.
ALSO EXCEPTING THEREFROM THE PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED
RECORDED OCTOBER 24, 1968, BOOK 2279, PAGE 110, SERIES NO. BA-117504.
PARCEL TWO:
A PORTION OF THE PARCEL OF LAND CONVEYED TO THE STATE OF CALIFORNIA BY DEED NO. 6832
RECORDED FEBRUARY 15, 1950, IN BOOK 6021, PAGE 575, ALAMEDA COUNTY RECORDS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING ON THE EASTERLY LINE OF CROAK ROAD (ALSO KNOWN AS COUNTY ROAD NO. 6152)
AT THE MOST NORTHERLY CORNER OF SAID PARCEL; THENCE ALONG THE GENERAL NORTHERLY LINE
OF SAID PARCEL FROM A TANGENT THAT BEARS SOUTH 0°21'44" WEST, ALONG A CURVE TO THE
LEFT, WITH A RADIUS OF 50.00 FEET, THROUGH AN ANGLE OF 44°54'24", AN ARC LENGTH OF 39.19
FEET; THENCE NORTH 88°33'15" WEST, 9.88 FEET; THENCE NORTH 89°59'16" WEST, 4.70 FEET TO
THE EASTERLY LINE OF SAID CROAK ROAD; THENCE ALONG LAST SAID LINE NORTH 0°21'44" EAST,
35.14 FEET TO THE POINT OF COMMENCEMENT.
PARCEL THREE:
COMMENCING AT A POINT ON THE EASTERLY LINE OF SAID PARCEL DESCRIBED IN SAID STATE DEED
NO. 32178 (REEL 2001 OR IMAGE 911), DISTANT THEREON S. 0°21'44" W., 159.94 FEET FROM THE
Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
NORTHEASTERLY CORNER OF LAST SAID PARCEL; THENCE FROM A TANGENT THAT BEARS S.
31°56'43" W., ALONG A CURVE TO THE RIGHT WITH A RADIUS OF 270.00 FEET, THROUGH AN ANGLE
OF 56°35'28", AN ARC LENGTH OF 266.68 FEET; THENCE S. 89°59'16" E., 221.42 FEET TO THE
EASTERLY LINE OF SAID PARCEL DESCRIBED IN SAID STATE DEED NO. 6833 (VOLUME 6402 OR PAGE
393); THENCE ALONG LAST SAID LINE AND ALONG THE EASTERLY LINE OF SAID PARCELS DESCRIBED
IN SAID STATE DEED NO. 32177 (REEL 1995 OR IMAGE 343) AND SAID STATE DEED NO. 32178 (REEL
2001 OR IMAGE 911) N. 0°21'44" E., 127.11 FEET TO THE POINT OF COMMENCEMENT.
PARCEL B:
A PORTION OF THAT PARCEL OF LAND DESCRIBED IN THE INDENTURE FROM SAMUEL B. MARTIN TO
OWEN P. SUTTON, RECORDED JUNE 7, 1862, IN BOOK M OF DEEDS AT PAGE 266, BEING A PORTION
OF THE SANTA RITA RANCHO, DESCRIBED AS FOLLOWS:
BEGINNING AT THE POINT OF INTERSECTION OF THE EAST LINES OF FALLON ROAD, A COUNTY ROAD
WITH A WIDTH OF 60 FEET AS SAID ROAD IS DESCRIBED IN THE INDENTURE TO THE COUNTY OF
ALAMEDA, RECORDED JULY 31, 1941, IN BOOK 4115 OF OFFICIAL RECORDS, AS PAGE 57, WITH THE
NORTH LINE OF THAT PARCEL OF LAND DESCRIBED IN AFORESAID INDENTURE FROM SAMUEL B.
MARTIN TO OWEN P. SUTTON; SAID POINT OF BEGINNING BEING LOCATED ON THE ARC OF A CURVE
HAVING A RADIUS OF 430.00 FEET, THE CENTER OF WHICH BEARS SOUTH 63° 55' 40" WEST; THENCE
ALONG SAID NORTH LINE, SOUTH 89° 18' 00" EAST, 2,543.32 FEET TO A POINT ON THE NORTHERLY
PROJECTION OF THE WEST LINE OF COUNTY ROAD NO. 6152, KNOWN AS CROAK ROAD AND
DESCRIBED IN THE INDENTURE TO THE COUNTY OF ALAMEDA, RECORDED JANUARY 2, 1918 IN BOOK
2612 OF DEEDS AT PAGE 352; THENCE ALONG SAID WEST LINE AND PROJECTION THEREOF, SOUTH
0° 19' 30" EAST, 2274.37 FEET TO THE EASTERLY PROJECTION OF THE NORTH LINE OF THE PARCEL
OF LAND DESCRIBED IN THE DEED TO UNION OIL COMPANY OF CALIFORNIA, RECORDED JUNE 4, 1956
IN BOOK 8048 OF OFFICIAL RECORDS AT PAGE 339; THENCE ALONG SAID NORTH LINE NORTH 89° 20'
00" WEST, 200.40 FEET TO THE WEST LINE OF SAID UNION OIL COMPANY PARCEL; THENCE ALONG
SAID WEST LINE SOUTH 0° 25' 00" EAST, 242.29 FEET TO A POINT ON THE NORTH LINE OF STATE
FREEWAY 580, AS DESCRIBED IN THE INDENTURE TO THE STATE OF CALIFORNIA, RECORDED JULY 7,
1967 ON REEL 1995 OF OFFICIAL RECORDS AT IMAGE 347, SAID POINT BEING LOCATED ON THE ARC
OF A CURVE HAVING A RADIUS OF 222.02 FEET, THE CENTER OF WHICH BEARS NORTH 8° 11' 49"
WEST; THENCE ALONG SAID NORTH LINE OF STATE FREEWAY 580 AS FOLLOWS: WESTERLY ALONG
THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 8° 51' 49" AN ARC DISTANCE OF 34.35
FEET: THENCE TANGENT TO SAID CURVE NORTH 89° 20' 00" WEST, 302.60 FEET: THENCE ALONG THE
ARC OF A TANGENT CURVE TO THE RIGHT, HAVING A RADIUS OF 4972.48 FEET, THROUGH A CENTRAL
ANGLE OF 3° 33' 15" AN ARC DISTANCE OF 308.45; THENCE TANGENT TO SAID CURVE NORTH 85° 46'
45" WEST, 556.93 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT HAVING A
RADIUS OF 972.09 FEET, THROUGH A CENTRAL ANGLE OF 45° 00' 00" AN ARC DISTANCE OF 763.48
FEET; THENCE TANGENT TO SAID CURVE NORTH 40° 46' 45" WEST 369.85 FEET; THENCE ALONG THE
ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 278.03 FEET, THROUGH A CENTRAL
ANGLE OF 47° 30' 55" AN ARC DISTANCE OF 230.57 FEET; THENCE ALONG THE ARC OF A REVERSE
CURVE TO THE RIGHT HAVING A RADIUS OF 30.00 FEET, THROUGH A CENTRAL ANGLE OF 89° 37' 40"
AN ARC DISTANCE OF 46.93 FEET; THENCE TANGENT TO SAID CURVE, NORTH 1° 20' 00" EAST, 92.02
FEET; THENCE NORTH 88° 40' 00" WEST, 12.00 FEET TO THE EAST LINE OF AFORESAID FALLON
ROAD; THENCE ALONG SAID EAST LINE OF FALLON ROAD AS FOLLOWS: NORTH 1° 20' 00" EAST,
1457.58 FEET; THENCE ALONG THE ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF
430.00 FEET, THROUGH A CENTRAL ANGEL OF 27° 24' 20" AN ARC DISTANCE OF 205.68 FEET TO THE
POINT OF BEGINNING.
PARCEL C:
A PORTION OF THAT PARCEL OF LAND DESCRIBED IN DEED NO. 32178 (AZ69610) TO STATE OF
Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
CALIFORNIA, RECORDED JULY 18, 1967, IN REEL 2001, IMAGE 911, OFFICIAL RECORDS OF ALAMEDA
COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE NORTHERLY LINE OF SAID PARCEL, DISTANT THEREON NORTH 83°
33' 16" WEST, 8.01 FEET FROM THE NORTHEASTERLY CORNER OF SAID PARCEL; THENCE ALONG THE
GENERAL NORTHERLY LINE OF THAT PARCEL OF LAND SHOWN AS PARCEL 11 OF THAT CERTAIN SET
OF MAPS OF 20 SHEETS ENTITLED "RELINQUISHMENT IN THE COUNTY OF ALAMEDA", RECORDED
JUNE 19, 1973, IN REEL 3444, IMAGE 722 TO 761, INCLUSIVE, OFFICIAL RECORDS OF ALAMEDA
COUNTY, SOUTH 00 21' 44" WEST, 18.69 FEET AND ALONG A TANGENT CURVE TO THE RIGHT WITH A
RADIUS OF 222.00 FEET THROUGH AN ANGLE OF 82° 13' 05", AN ARC LENGTH OF 318.57 FEET TO THE
WESTERLY LINE OF FIRST SAID PARCEL; THENCE ALONG LAST SAID LINE NORTH 00 21' 44" EAST,
242.28 FEET TO THE NORTHERLY LINE OF FIRST SAID PARCEL; THENCE ALONG LAST SAID LINE
SOUTH 88° 33' 16" EAST 191.97 FEET TO THE POINT OF COMMENCEMENT.
APN: 905-0001-006-03 (Parcel One of Parcel A), 985-0027-005 (Parcel Two of Parcel A), 985-0027-002
(Parcel B) and 985-0027-004 (Parcel C)
Docusign Envelope ID: 2640FC10-F9D7-414D-A491-3A73EC197331
A notary public or other officer completing
this certificate verifies only the identity of the
individual who signed the document to which
this certificate is attached, and not the
truthfulness, accuracy, or validity of that
document.
State of Texas
County of 4AP02--91s
) ss.
On iUSE -1A , 20 2-Li before me, MEt-t 55 A- C-, 1 , a Notary Public, in
and for said State and County, personally appeared 1..‘064u14 Sur%) , who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Texas that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
NOT kY PUBLIC
5533936.6
5533936.10
MELISSA CAO
`�1�,ilY PG6
z°; fin: Notary Public, State of Texas
?`P•:` Comm. Expires 07-31-2027
'.,,°;,,,'` Notary ID 130316308
2