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Home My WebLink About6.2 AvalonBayatDubTransit CITY CLERK File # D[!!][5][Q]-~~ X {t:lX)-60 AGENDA STATEMENT CITY COUNCIL MEETING DATE: January 18, 2005 SUBJECT: ATTACHMENTS: RECOMMENDATION: 1. 2. /J . n/3. ~~' 4. \ 5. 6. FINANCIAL STATEMENT: PROJECT DESCRIPTION: PUBLIC HEARING: PA 03-058 Dublin Transit Center Site B-2 (Avalon Bay Communities, Ine) - r Reading. Stage 2 Planned Development Zoning and Development Agreement for the project area. Report Prepared by, Mamie R. Nuccio, Associate Planner~ 1. Ordinance _-05 adopting a Stage 2 Planned Development Zoning Development Plan (with Development Plan attached as Exhibit A). 2. Ordinance _-05 adopting a Development Agreement (with the Development Agreement attached as Exhibit A). 7. Open Public Hearing Receive Staff Presentation Receive Public Testimony Close Public Hearing Deliberate Waive the 2nd reading and adopt an Ordinance approving Stage 2 PlaImed Development Zoning (with Development Plan attached as Exhibit A). Waive the 2"d reading and adopt an Ordinance approving a Development Agreement (with the Development Agreement attached as Exhibit A). No financial impact. In December 2002 the City Council adopted Resolution 216-02 approving a General Plan/Eastern Dublin Specific Plan Amendment; Ordinance 21-02 approving a Stage I Planned Development Zoning; and, Resolution 02-40 approving Tentative Parcel Map 7892, for the Dublin Transit Center, located generaIJy south of Dublin Boulevard between the Iron Horse Trail to the West and Arnold Road to the East, adjacent to the Dublin/Pleasanton BART Station. A Master Development Agreement for the Dublin Transit Center was adopted by Ordinance 5-03 in May 2003 and together with the approved General Plan/Eastern Dublin Specific Plan Amendment, Stage 1 Planned Development Zoning, and Tentative Parcel Map established the land use approvals for the future development of the site. The Dublin Transit Center Site B-2 project (the "Project") ineludes Stage 2 Planned Development Zoning and a Development Agreement, for the construction of a 305-unit apartment community within a portion of Dublin Transit Center Site B. The Stage I Planned Development Zoning for Site B allows for a maximum of 565 residential units to be constructed on the site and the Master DevelopnJent Agreement requires that 10% of the units be set aside for moderate income households, The proposed Stage 2 ------~------------------~------------------~~~-----------------------~-----------------------~-------------- COPIES TO: Applicant Property Owner G:\PA#\2003\03.0:58 Transit Centcr B\Avalol1 Bay\City Cmmcil\Final DOCUillcnts\ÇÇSR 2nd Read OI-18-05.doc ITEM NO. I~ (ó.'L Planned Development Zoning for Transit Center Site B-2 is compatible with the Dublin Transit Center Stage I Planned Development in that the Project is a high density residential land use as planned for in the Stage I Development Plan and conforms with the dcvelopment regulations established under the Stage 1 Development Plan for maximum building hcights and parking ratios. The proposed Development Agreement between the City of Dublin and Avalon Bay Communities, Ine is for the entire Dublin Transit Center Sitc B project area and is based on the standard Development Agrcement developed by the City Attomey and adopted by the City Council for projects within the Eastern Dublin Specific Plan area. It covers all future parcels within the Site B project area, in eluding provisions related to infrastructure sequencing, financing, fees and dedications, credits, and street lighting maintenance. The term of the Development Agreement would be five (5) years from the date of approval. City Council Action On January 4, 2005, the City Council heard a presentation from Staff and the Applicant for the Project. The City Council waived the reading and introduced an Ordinance adopting Stage 2 Planned Development Zoning and waived the reading and introduced an Ordinance adopting a Development Agrcemcnt. As required by the City of Dublin Municipal Code, a second reading of thc proposed Ordinance's is necessary prior to final adoption of the Stage 2 Planned Development Zoning and the Developmcnt Agrcement. Also on January 4'h, the City Council adopted a Resolution approving the Site Development Review request for Site B-2 with the exception ofthe proposed Village Green, a one-acre park like setting located to the south of the Site B project area. Staff was directed to continue working with the Applicant on the design of thc Village Green and bring this portion of the project back before the City Council at a later date. RECOMMENDATION: Staff recommends that the City Council, 1) open the Public Hearing, 2) receive Staffs presentation; 3) receive Public testimony; 4) elose the Public Hearing,S) deliberate; 6) waive the 2nd reading and adopt an Ordinancc (Attachment I) approving a Stage 2 Planned Development Zoning (with thc Development Plan attached as Exhibit A); and, 7) waive the 2nd reading and adopt an Ordinance (Attachment 2) approving a Development Agreement (with the Development Agreement attached as Exhibit A). 2'ž) \1; 3q; ORDINANCE NO. - 04 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DUBLIN ************************************* APPROVING A STAGE 2 DEVELOPMENT PLAN FOR THE PROJECT KNOWN AS DUBLIN TRANSIT CENTER SITE B-2 (AVALON BAY COMMUNITIES, INC.) PA 03-058 THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section I. RECITALS A. By Ordinance No. 21-02 the City Council rezoned the approximately 91-aere area known as the Dublin Transit Center ("the Transit Center") to a Planned Development Zoning District and adopted a Stage I Development Plan for the Transit Center. B. This Ordinance adopts a Stage 2 Development P1an for a portion of the Transit Center, known as Site B-2. Section 2. FINDINGS AND DETERMINATIONS Pursuant to Section 8.32,070 of the Dublin Municipal Code, the City Council finds as follows: I. The Project, known as Dublin Transit Center Site B-2 (Avalon Bay Communities, Inc.), Planned Development Zoning meets the purpose and intent of Chapter 8.32 in that it provides a comprehensive development plan that is tailored to the high density residential and ancillary commercial land uses proposed on the Project site and creates a desirable use of land that is sensitive to surrounding land uses by virtue of the layout and design which is in elose proximity to mass transit. 2. Development of Dublin Transit Center Site B-2 (Avalon Bay Communities, Inc.) under the Planned Development Zoning will be harmonious and compatible with existing and futurc development in the surrounding area in that the land uses and site plan establish a high density residential apartment community with ancillary commercial uses, on-site amenities, and affordable units in compliance with Master Development Agreement adopted by OrdinarJcc 5-03 in May 2003. The land uscs and site plan provide effective transitions to surrounding dcvelopment which is characterized by the proposed vehicular and pedestrian circulation system. Pursuant to Section 8.120.050.A and B of the Dublin Municipal Code, the City Council finds as follows: I. The Stage 2 Development Plan for Dublin Transit Cenier B-2 (Avalon Bay Communities, Inc.) will be harmonious and compatible with existing and potential development in the surrounding area in that the land uses and site plan establish a high density residential apartment community with ancillary commercial uses, on-site arnenities, and affordable units in compliance with Master Development Agreement adopted by Ordinance 5-03 in May 2003. The land uses and site plan provide effective transitions to surrounding ¡-l~-Ð£ b. g.. ATTACHMENT 1 ;<~ ~i development which is characterized by the proposed vehicular and pedestrian circulation system. 2. The Stage 2 Development Plan for Dublin Transit Center Site B-2 (Avalon Bay Communities, Inc.) Planned Development Zoning has bcen designed to accommodate thc topography of the Project site which typically is characterized as vacant, flat land suitable for the development of a residential apartment community with ancillary commercial uses and therefore physically suitable for the type and intensity of the. proposed Planned Development Zoning district. 3. The Stage 2 Development Plan will not adversely affect the health or safety of persons residing or working in the vicinity or be detrimental to the public health, safcty and welfare in that the Project will comply with all applicable development regulations and standards and will implement all adopted mitigation measures. 4. The Stage 2 Development Plan is consistent with the Dublin General Plan, Eastern Dublin Specific Plan, and the Transit Center Stage I Development Plan (Ordinance No. 21-02) as it is in conformance with the land use designation of high density residential that allows ancillary commercial use and the various requirements of the Stage I Development Plan. Pursuant to the California Environmental Quality Aet, the City Council finds as follows: I. The project is found to be exempt from CEQA pursuant to Government Code section 65457 for residential projects that are consistent with a Specific Plan. The Project is within the scope of the Final Environmental Impact Report for the Dublin Transit Center General Plan Amendment, Eastern Dublin Specific Plan Amendment, Stage I Planned Development Zoning, Tentative Parcel Map, and Development Agreement (SCH 2001120395) which was certified by City Council Resolution No, 215-02 dated November 19,2002. This recommendation is based on a determination that there are no supplemClltal impacts that would require preparation of a Supplemental EIR Section 3. MaD of the ProDertv. Pursuant to Chapter 8.32, Title 8 of the City of Dublin Municipal Code, the Stage 2 Development Plan applies to the following property ("the Property"): 3.57± net acres within Lot 2 of Vesting Tentative Tract Map 7525 for PA 03-058 (currently a portion of APN 986-0001-011-00) of Dublin Transit Center Site B at the southwest comer of Dublin Boulevard and Iron Horse Parkway. A vicinity map showing the area for a Stage 2 Development Plan is shown below: 2 ~¿i Section 4. APPROVAL The regulations for the use, development, improvement, and maintenance of the Property are set forth in the following Stage 2 Plarmed Development Zoning Development Plan for the Property, which is hereby approved. Any amendments to the Stage 2 Planncd Development Zoning Development Plan sha1l be in accordancc with Section 8.32.080 and/or Section 8.120 of the Dublin Municipal Code or its successors. Stage 2 Development Plan for Dublin Transit Center Site B-2 This is a Stage 2 Development Plan pursuant to Chapter 8.32 of the Dublin Zoning Ordinance. This Deve10pment Plan mects all the requirements for a Stage 2 Development Plan and is adopted as a zoning amendment pursuant to section 8.32.030.B of the Dublin Zoning Ordinance. The Stage 2 Development Plan consists of the items and plans identified below, which are contained in the Stage 2 PD/SDR booklet dated October 25, 2004 and the Stage 2 Dcvelopment Plan attached as Exhibit A ("Stage 2 Development Plan"), which are incorporated herein by reference. The Stage 2 PD/SDR booklet is on file in the Dublin Planning Department under project file P A 03-058. The PD, Plarmed Development Zoning District and this Stage 2 Development Plan provide flexibility to encourage innovative development while ensuring that the goals, policies, and action programs of the General Plan, Eastern Dublin Specific Plan, and provisions of Chapter 8.32 of the Zoning Ordinance are satisfied. 1. Statement of Compatibility with Stage 1 Development Plan. The Dublin Transit Center Site B- 2 (Avalon Bay Communities, Inc.) Stage 2 Development Plan is compatible with the Dublin Transit Center Stage I Development Plan in that the Project is a high density residential land use that allows ancillary commercial use as planned for in the Stage I Development Plan and conforms with the development regulations established under the Stage 1 Development Plan for maximum building heights and parking ratios. 2. Statement of Permitted Uses. Permitted, conditional, accessory, and temporary uses are a1lowed as set forth in the Stage 2 Development Plan, pp. 1-4. 3. Stage 2 Site Plan. See Stage 2 PD/SDR booklet dated October 25, 2004. 4. Site Area, Proposed Densities. For site area, proposed densities, maximum permitted residential units, and maximum non-residential square footages, see Stage 2 Development Plan, p, 4. 5. Development Regulations. See Stage 2 Development Plan, pp. 5. 6. Architectural Standards. Sce Stage 2 Development Plan, p. 6-8. 3 4t3~ 7. Preliminary Landscaping Plans. See Stage 2 Development Plan booklet, p. 8-9. 8. Applicable Requiremcnts of Dublin Zoning Ordinance. Except as specifically provided in this Stagc 1 Development Plan, the use, development, improvement, and maintenance of the Property shall be governed by the provisions of the Dublin Zoning Ordinance pursuant to section 8.32.060.C. 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 Codc of the State of California. PASSED AND ADOPTED BY the City Council of the City of Dublin, on this 18th day of January 2005, by the following votes: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk 4 5f1b 3~ Stage 2 Development Plan Stage 2 Planning Development Zoning District (P A 03-058) Dublin Transit Center Site B-2 Avalon Bay Communities (portion of APN 986-0001-011-00) This Is a Stage 2 Development Plan pursuant to Chapter 8.32 of the Dublin Zoning Ordinancc for Dublin Transit Center Site B-2, locatcd at tbe southwest comer of Dublin Boulevard and Iron Horsc Parkway. This Development Plan meets all of the requirements for Stagc 2 Planned Development review ofthe project. This Development Plan includes Site, Architcetural, Circulation, and other plans and exhibits prepared by GGLO, dated Octobcr 25, 2004, and Landscape Plans prepared by The Guzzardo Partnership Inc., dated Oetobcr 25, 2004, referred to as Project Plans labeled Exhibit A of Attachment 2 to the January 4,2005 City Council Agenda Statement, stamped approved and on file in the Planning Department. The Planned Development District allows the flexibility needed to encourage irmovative development while ensuring that the goals, policies and action programs of the General Plan, Eastern Dublin Specific Plan, and provisions of Section 8.32, Planning Development Zoning District of the Zoning Ordinance are satisfied. The Stage 2 Planned Development Zoning District Development Plan meets the requirements of Section 8.32.040.B of the Zoning Ordinance and consists ofthe following: I. Zoning 2. PernÜtted Uses 3, Conditional Uses 4. Temporary Uses 5. Accessory Uses 6. Dublin Zoning Ordinance - Applicable RequirenJents 7. Density & Affordability 8, Development Regulations 9. Parking/Garage and Loading 10. Site Plan and Architecture II. Preliminary Landscape Plan 12. Compliance with Stage 2 Planned Development Plans Stage 2 Planned Development Zoning District Development Plan 1. Zoning PD, Planned Development Zoning District. This is a High-Density Residential Zoning District which provides for high- density residential uses and ancillary commercial. 2. Permitted Uses Permitted uses shall be as adopted by Ordinance 21-02, the Dublin Transit Ccnter Stage I PlwUled Development Zoning Development Plan (P A 00-013) and are as follows: EXHIBIT A £0003$ PD, planned Development .zonin~ District PA 03-0S8 Dublin Transit Center Site B~2 High-Densitv Residential Uses (Site B-2) Accessory Structures and Uses (See below) Ancillary Retail and Service Uses (See below) Community Care Facility/Small Home Occupations (per Chapter 8.64 of the Dublin Zoning Ordinance) Multi-Family Dwe11ing Parking Garage Private Recreation Facility (for homeowner's association and/or tenant's use) Small Family Daycare/Home Eating. Drinking and Entertainment Establishments including, but not limited to: Bagel Shop Café Coffee House Delicatessen Ice Cream/Y ogurt Micro-Brewery Outdoor Seating Restaurant (serving alcohol permitted, no drive-thru's allowed) Theater - Indoor (dinner, movie, live play, etc.) Local-Serving Retail Uses including, but not limited to: Art Gallery/Supply Store Auto Parts Bakery Bicyele Shop Book Store Clothing Store ComputerslEleetronic Equipment Drug Store Florist/Plant Shop Gift Shop Hardware Hobby Shop Home Appliances Jewelry Store Liquor Store Music Store Newspapers and Magazines Paint, Glass and Wallpaper Store Parking Lot/Garage - Commercial Party Supplies Pet Store and Supplies Photographic Supply Store Picture Framing Shop Shoe Store Specialty Food Store/Grocery/Supermarket - incJuding meat, fish, wine, candy, health food, etc. 2 I'D, Plannt:d Dtvdúprt1tm.l Zùning District PA 03-058 Dublin Transit Cenler Site B-2 Î"Ö ~ t Local-Serving Retail Uses ineluding. but not limited to (continued): Specialty Goods - including cooking supplies, housewares, linen, window coverings, china/glassware, ete. Sporting Goods Stationary/Office Supplies Toy Store Variety Store Video Store Local Serving Service Uses including. but not limited to: Automatic Teller Machines (A TM) Bank, Savings and Loan, and other financial institutions Barber/Beauty Shop/Nail Salon Copying and Printing Dry Cleaner (no plant on premises) Laundromat Locksmith Medical Clinic. Photographic Studio Professional Offices, including: accounting, architectural, dental, engineering, legal, medical, optometry, etc. Photographic Studio Real Estate/Title Office Shoe Repair Tailor Travel Agency Watch and Clock Repair 3. Conditional Uses Conditional uses shall be as adopted by Ordinance 21-02, the Dublin Transit Center Stage I Planned Development Zoning Development Plan (P A 00-013) and are as folJows: Conditional Uses (the following would need to be approved bv the Plarming Commission): Bar Community Care Facility/Large Day Care Center Hospital/Medical Center Nightclub Rcligious Facility School/Private 4. Temporary Uses Temporary uses shall be as adopted by Ordinance 21-02, the Dublin Transit Center Stage 1 Planned Development Zoning Development Plan (PA 00-013) and are as follows: 3 PD, Plann~ Development Z!:ming District PA 0.3-ús8 Duhlin 'rTaßsit Center Site B-2 g~3 'D Temporary Uscs: Sales Office/Model Home Complex/Rental Office Temporary Construction Trailer 5. Accessory Uses Accessory uses shall be as adopted by Ordinance 21~02, the Dublin Transit Center Stage 1 Planned Development Zoning Development Plan (PA 00-013) and the Dublin Zoning Ordinance. 6. Dnblin Zoning Ordinance - ApplieabIc Requirements Except as specifically modified by the provisions of this PD, Planned Development Zoning District Development Plan, all applicable general requirements and procedures of the Dublin Zoning Ordinance shall be applied to the land uses designated in this PD, Planned Development Zoning District Development Plan, 7. Density & Affordability Site Area: Density: ±3.57 acres (net) 70 dwelling units per acre (net) as distributed within Dublin Transit Center Site B a maximum of 308 dwelIing units Studio; ApartmentIFlat: Townhouse (walk-up): 20 units 249 units 36 units Number of Units; Unit Types: Studio Flat SI,S2&S3 522 sf - 644 sf 1 Bcdroom Flat AI, AHIS, A53, A53'], 681 sf - 835 sf A53.2, ASS.! & A55.2 1 Bedroom Flat + den A2 2 877 sf I 2 Bedroom Flat B2, B2, 1, B2.2, B2.3, 112 1 ,048 sf - 1,315 sf 2 B2.5, B2.6, B3 & B4 3 Bedroom Flat C2.!, C2.2, C2.3 & C3 14 1,048 sf - 1,471 sf 2 or 2,5 I Bedroom Townhouse TH1, TH1.2 & TH2 12 877 sf - I 364 sf 1.5 2 Bedroom Townhouse TH2.1 14 1,182 sf 2.5 3 Bedroom Townhouse TH7.1 & TH7.2 10 1,655 sf - I 847 sf 3 Total: 305 Note: All mlits arc cquìpp~ to accommodate a washer and dryer, 4 PD. PlatUled Development Zoning District PA 03-05X Dublb, Tral1!õiit Center Site B-2 8. Development Regulations '11}$ Unless otherwise stated helow, all development regulations in this Stage 2 Planned Development Zoning District are subject to the requirements of the R-M and comparable Commercial Zoning Distrids. ±3.57 Lot Dimensions: Lot Width: Lot De th: Setbacks: 157 499 15-40 none 90.5 feet none required Hei t Limits: Residential/Commercial Structure Parking Structure 5 62 feet - 5 y, 6 1.5 Re uired Parkin see discussion Residential Commercial Total Parkin Lot Covera e: stories over parking 5 inches stories levels s aces er 1,000 sf s aces 3 s 9. Parking/Garage and Loading "~. ,il I '\ \ at its widest oint alon Dublin Boulcvard alon Iron Horse Parkwa alon Dublin Boulevard alon Iron Horse Parkwa from the center line of the Villa e Green along north-south drivewa A total of 543 parking stalls, either in the parking structure or on the street will be provided with the project. The parking structure will be able to accommodate 506 spaces. Primary access to the parking structure will be located ITom Iron Horse Parkway on the east side of the project. A secondary vehicular entrance/exit available ITom north-south driveway located between Sites B"I and B-2 (west side of the projed site). The additional 37 spaces will be providcd as parallel parking along the surrounding streets - Iron Horse Parkway to the east, the north-south driveway to the west, and the street abutting the Village Green to the south. Based on recommendations from a parking analysis conducted for the project (see Omni- Means dated January I, 2003), the amount of ground level commercial parking and residential guest parking will vary during the peak hours of the day. Therefore, a shared parking program will be employed which results in varying percentages and the redesignation of spaces throughout the day and evening for commercial customers and rcsidential guests. The standards are described as follows: 5 PD. Planned Development Zoning District PA 03-058 Dublin Transit Center Site B-2 \'D~ 3>e' Residcntial Parking · All Residential units will be assigned at least one space in the parking structure. · Residential "second-assigned spaces" will be assigned to the upper levels of the parking structure. · Sixty-five ground level and on-street spaces will be designated as shared parking with the retail uscs between 7am and 12am. After 6 p.m., all ground floor parking within the structure will be designatcd for residential b'llest parking. Commereial Parking/Loading · During the hours of 7 a.m. and 6 p.m., commercial customer parking will bc located on the surrounding streets. · Nine of the 47 ground floor spaces in the parking structure will be designated as employce parking with a time limit beyond 2 hours. If additional employee parking is necessary (exceeding thc 9 designated spaces), the project management will issue controlled parking permits allowing employees to park for longer than 2 hours in any of the public spaces located in the b'llest parking area of the structure, on Iron Horse Parkway, or along the Village Green. · Two street side parallel parking spaces on Iron Horse Parkway will be designated as a commercial load zone between the hours of 7 a.m. and 9 a.m. Security · For security purposes, the parking strueturc gate on Iron Horse Parkway will open to the public at 7 a.m. and close when the last retailer/business closes (time to be determined based on tenants). · The parking structure gate on the north-south driveway will open to the public at 7 a.m. and elose at 12 a.m. However, overnight residential guest parking will be permittcd. · Residents, Police, and Fire Departmcnt will have 24-hour access to the parking garage. Parking/Garage and Loading shall be provided in accordance with the Dublin Zoning Ordinance standards and regulations, except as stated herein and as shown otherwise on the plans and exhibits prepared by GGLO, dated received October 25, 2004, and Landscape Plans prepared by The Guzzardo Partnership Inc., dated October 25, 2004, referred to as Project Plans labeled Exhibit A of Attachment 2 to the January 4, 2005 City Council Agenda Statement, stamped approved and on file in the Planning Department. The minimum number of parking spaces shall be provided in accordance with Section 8 above. 10. Site Plan and Architecture This Development Plan applies to approximately ±3.57 nct acres on the southwest corner of Dublin Boulevard and Iron Horse Parkway. The site slopes approximately 5 feet rrom north to south. However, all residential finish floors will be at the same elevation throughout the building. The project is comprised of residential uses with ancillary or neighborhood-serving commercial uses: 6 lit 3f; i'D, Plunm:d Development Zl.Jnin~ District PA 03-058 Dublin Tmnsil Center Site B-2 Residential: A maximum of 308 residential apartments would be built within as-story structure (the project plans dated October 25, 2004 proposes 305 units). So as to prevent the parking structure from becoming a focal element, the building sections are linked together architecturally to wrap the six levels of structured parking. A 4-story row of 10 townhouses faces the Village Green at the south end of the project. Exterior decks along the rear portion of these units overlook one of two common area landscaped exterior recreational courtyards. The site layout provides for 2 large courtyards enclosed on all 4 sides by the residential units and open to the sky. The northerly courtyard serves as the rront yard to the open patio spaces as well as opportunities for recreation, It includes an outdoor "cucina" or barbecue arca, an exterior Bocce Ball court, and two landscaped spaces with opportunities for passivc activities. The southerly courtyard includes the pool, spa, and connections to the fitness center and clubhouse for exclusivc use by the residents, Both courtyards inelude shrub planting for serecning and framing of architectural elements and trees to provide a human seale. Attached to the parking structure and facing one of the courtyards, the main building lobby, pool courtyard, and enclosed residential recreational spaces (elubhouse and fitness arca) would be accessed trom a ground level entrance porta1 along Iron Horse Parkway. Pedestrian access is provided via portals on all sides of the building. With the exception of the Dublin Boulevard frontage, ground levcl units along the building perimeter will be provided with stoop entries elevated trom 1 to 5 fcct above the public way and tied directly to the sidewalk. They would be screened from the public way with landscaping or set back and separated rrom the public way by rront courtyards, The units facing the courtyard with the pool will be elevated approximately 2' -6" feet above the courtyard to create an effective buffer between those uses. Courtyards with passive recreational opportunities will be located approximately 6" to 1'-0" below the rcsidential finish floor elevations. All of the units will have balconies, decks, or patios. Ancillarv Commercial: Approximately 15,389 square feet of ancillary, neighborhood- serving commercial uses are allowed for development at the ground level along Iron Horse Parkway on the east side of the proj ect. This space will inelude the leasing office for the residential portion of the project. Residents and guests will have access to the Icasing office from either the public way, rrom the pool courtyard, or rrom the ground-level parking garage. Access to the retail areas will be rrom the public way, or from the ground-level parking garage. Parking Structure: A six-level parking structure will be located in the center of the project and wrapped by the residential units so that it is hidden on all four sides, Half ofthc ground level will be at grade at one end of the project and subterranean at the other end. The sixth level will be roof deck parking with railings at car height and pre-fabricated car ports. Residents wi1l havc direct access to the parking structure rrom residential corridors at levels I through 5 of the building. The corridor adjacent to the parking garage will be separatcd rrom the parking garage by a sound-attenuating fire wall. Vehicular acecss to the parking structurc will be rrom Iron Horse Parkway and the north-south driveway along the westerly side of the 7 PD. Planned Develop.tnent Zoning District PA 03-()5~ Dublin Transit Center Sjt,c: B-2 12't?'ð site, Spaces assigned for gllest and commercial use will be subject to a shared parking arrangement discussed below. The site layout and architectural design of this project will bc consistent with the urban lifestyle and character of mixed uses planned for the Dublin Transit Center. The detailing of the retail storefronts, townhouse stoops, and urban landscape will accentuate enhanced pedestrian circulation and scale of this area. Attention has been paid to the massing of the building to reflect the image depicted in conceptual skctches found in the Stage 1 DcveIopment Plan. The architectllral style is described by the project proponent as "Spanish Mission" with detailing reflective of styles that are prevalent in the City of Dublin. Exterior articulation and color palette area aimed at minimi:Óng visual mass and seale. Roof lines are low-pitched hip roofs with concrete mission tiles. This material also is used on canopy or shed roof covers over townhOllse stoops and some retail entrances. Exterior materials ineIude cast stone veneer along the base and entries. Scored plaster and painted stucco finishes are uscd on the upper stories. The project has two main entries and several secondary entries, An entry courtyard marked by a pedestrian portal and low staircase is located on the Dublin Boulevard frontage. The main lobby entrance is accessed from Iron Horse Parkway. Secondary entrance portals leading to internal courtyards, corridors and/or elevator and stair platforms are positioned on other sides or ends of the building. As with the primary entrance portals, the secondary entrance portals would bc demarcated by archways of cast stone vencer elearly visible from public way. See attached plans and building elevations prepared by GGLO, dated received October 25, 2004, and Landscape Plans prepared by The Guzzardo Partnership Inc., dated October 25, 2004, referred to as Project Plans labeled Exhibit A of Attachment 2 to the January 4, 2005 City CounciJ Agenda Statement, stamped approved and on file in the Planning Department. Any modifications to the project shall be substantially consistent with these plans and of equal or superior materials and design quality, 11. Preliminary Landscape Plan The landscape plan reinforces the llrban design intent by creating a pedestrian oriented perimeter with generous sidewalks, street tree planting, and enhanced paving patterns at key elements. Foreground planting frames the front cntry stoops and anchors the privacy wall along Dublin Boulevard. This wall is reflected in the portal walls on the north-south driveway. The European plaza concept is realized on the north-south driveway with the inelusion of special paving patterns and pedestrian sealed street trees and pole lights. The Villagc Green will be developed as part of this project in response to the need for public open space as stated in the Stage I Development Plan. The Village Green provides open spacc to serve the Transit Center community with room for active play, gardens, and seating areas. The Village Green is linked to the north-south driveway and Iron Horse Parkway via pedestrian paving patterns and plazas flankcd by 8 PD. Plarmcd Development Z..onillg Dì!;itrÜ:t PA 03-05X Dublìn Tran!iit Center S.ite B-2 \~~3e accent trees on each end. The edge of the Village Green is delineated with sidewalks and street trees around the perimeter. See plans (Sheets L-I through L-4) prepared by The Guzzardo Partnership Inc., dated received October 25, 2004 referred to as Project Plans labeled Exhibit A of Attachment 2 to the January 4, 2005 City Council Agcnda Statement, stamped approved and on file in the Planning Department. 12. Compliance with Stage 2 Planned Development Plans The project shall substantially comply with the project plans and exhibits prepared by GGLO, dated and details received October 25, 2004, and Landscape Plans prepared by The Guzzardo Partnership Inc., dated October 25, 2004, referred to as Project Plans labeled Exhibit A of Attachment 2 to the January 4, 2005 City Council Agenda Statement, stamped approved and on me in the Plarming Department. Such project plans are incorporated by reference. Any moditJcations to the project shall be substantially consistent with these plans and of equal or superior materials and design quality. 9 1'1G'Q3% ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DUBLIN ********* APPROVING A DEVELOPMENT AGREEMENT FOR P A 03-058 A V ALON BAY COMMUNITIES, INC. FOR DUBLIN TRANSIT CENTER SITE B THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS: Section 1. RECITALS A. The proposed Dublin Transit Center Site B ("Project") is located witlrin the boundaries of the Eastern Dublin Specific Plan ("Specifie Plan") in an area, which is designated on the General Plan Land Use Element Map, and Eastern Dublin Specific Plan Land Use Map as High Density Residential, Campus Office and Public/Semi Public land uses. B. Pursuant to the California Environmental Quality Act (CEQA), this Project is exempt from CEQA pursuant to Government Code Section 65457 whiclJ exempts residential projects that are consistent with a specific plan from further environmental review. Additionally, the Project is within the scope of the Final Environmental Impact Report for the Dublin Transit Center General Plan Amendment, Eastern Dublin Specific Plan Amendment, Stage I Planned Development Zoning and Tentative Parecl Map and Development Agreement (SCH 2001120395) which was certified by City Council Resolution No. 215-02 dated November 19, 2002. Furthermore, there are no supplemental impacts that would require preparation of a Supplemental Environmental Impact Report. C. A public hearing on the proposed Development Agreement was held before the Planning Commission on December 14, 2004, for which public notice was given as provided by law. D. The Planning Commission has made its recommendation to the City Council for approval of the Development Agreement. F. A public hearing on the proposed Development Agreement was held before the City Council on January 4,2005 for which public notice was given as provided by law. G. The City Council has considered the recommendation of the Planning Commission who considered the item at its December 14, 2004 meeting, 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's General Plan, (c) the Eastern Dublin General Plan Amendment, (d) the Specific Plan, (e) the EIR, (f) the Agenda Statement, and on the basis of the specific conclusions set forth below, the City Council finds and deternJÌnes that: I. The Project is consistent with the objectives, policies, general land uses and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use designation for the site are High Density Residential, Campus Office and Public/Semi Public Land Uses and the proposed project is a project consistent with that land use, (b) the project is consistent with the fiscal policies of the General Plan and Specific Plan with respect to provision otïnfrastructure and public services, (c) the project is consistent with the Stage I Planned Development Zoning adopted by the City Council for the Dublin ATTACHMENT 2 15ð(¡3i! Transit Center and (d) the Avalon Bay Development Agreement includes provisions relating to vesting of development rights, and sirnilar provisions set forth in the Specific Plan. 2. The Avalon Bay 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 in that the project approvals inelude a Stage 2 Planned Development Rezoning for Site B of the Dublin Transit Center, Vesting Tentative Map, and Site Development Review. 3. The Avalon Bay Development Agreement is in conformity with public convenience, general welfare and good land use policies in that the Dublin Transit Center will implement land usc b'Uidelines set forth in the Specific Plan and the General Plan which have planned for residential, commercial, parks, public and semi-public, open space and campus office uses at this location. 4. Thc Avalon Bay Development Agreement will not be detrimental to the health, safcty and general welfare in that thc project will proceed in accordance with all the programs and policies of the Eastern Dublin Specific Plan. 5. Thc Avalon Bay 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 and with the Specific Plan. Scetion 3. APPROVAL The City Council hereby appmves the Development Agreement (Exhibit A) and authorizes the Mayor to sign. Section 4. RECORDATION Within ten (10) days after the Development Agreement is ful1y executed by all parties, the City CJerk 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 forec 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 18th day of January 2005, by the following votes: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk ATTACHMENT 2 11.0 Þb3':¿ RECORDING REQUESTED BY: CITY OF DUBLIN When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 Space above this line for Recorder's use DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND AVALON BAY COMMUNITIES, INC, FOR THE DUBLIN TRANSIT CENTER SITE B PROJECT EXHIBIT A \l1J 31 THIS DEVELOPMENT AGREEMENT is made and entered in the City of Dublin on this _ day of , 2005, by and between the CITY OF DUBLIN, a Municipal Corporation (hereafter "CITY") and AVALON BAY COMMUNITIES, Inc., a Maryland corporation (hereafter "DEVELOPER") pursuant to the authority of §§ 65864 et seq, of the California Government Code and Dublin Municipal Code, Chapter 8.56, 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 §§65864 et seq. ("Development Agreement Statute") and Chapter 8.56 of the Dublin Municipal Code (hereafter "Chapter 8.56") 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 desires to develop and holds an equitable interest in, in that it has the right to purchase, under that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated March 11, 2003, between the Surplus Property Authority of Alameda County and Developer ("the Purchase and Sale Agreement"), certain real property consisting of approximately 8.84 acres of land, located in the City of Dublin, County of Alameda, State of California, which is more particularly described in Exhibit A attached hereto and incorporated herein by this reference, and which real property is hereafter called the "Property." The Alameda County Surplus Property Authority ("COUNTY") presently is the fee owner of the Property. C. The City Council adopted the Eastern Dublin Specific Plan by Resolution No. 53-93 which Plan is applicable to the Property. The Eastern Dublin Specific Plan requires DEVELOPER to enter into a development agreement. D. The Property is within an approximately 91-acre master-planned area ("the Transit Center Property") that was the subject in 2002 of a General Plan Amendment, a specific plan amendment to add the area to the Eastern Dublin Specific Plan, a master tentative map to create master parcels for development, and a master development agreement ("the Transit Center Approvals"). E. DEVELOPER proposes the development of the Property as a multi-family residential project of a maximum of 565 units (the "Project"). F. DEVELOPER has applied for, and CITY has approved or is processing, various land use approvals in connection with the development of the Project, including, without limitation, a General Plan Amendment (City Council Resolution No. 216-02), an amendment to the Eastern Dublin Specific Plan to add the Dublin Transit Center Property to the specific plan area (City Council Resolution No. 216-02), a Master Tentative Parcel Map (Tract 7892) (Planning Commission Resolution 02-40); a Planned Development District Rezoning including a Stage 1 Development Plan (Ord. No. 21-02); Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 6837'7.7 Page 1 of 15 11/18/2004 1'6'D~/t a vesting tentative parcel map (tract 7525) that would create the parcels on which the Project would be constructed (Planning Commission Resolution 04-65); a Stage 2 Development Plan (Ord. No. _); and Site Development Review (City Council Resolution No. _). All such approvals collectively, together with any approvals or permits now or hereafter issued with respect to the Project are referred to as the "Project Approvals." G. DEVELOPER, pursuant to the Purchase and Sale Agreement, has agreed to construct a parking garage to serve the patrons of the nearby BART station ("the Garage"), and certain transportation infrastructure must be constructed when the Garage is constructed. Since the City is not permitting the Garage, DEVELOPER has, pursuant to the Project Approvals and this Agreement, agreed to construct such improvements in conjunction with the Garage or within 5 years of the approval of Planning Commission Resolution 04-65, whichever is earlier. H. Development of the Property by DEVELOPER may be subject to certain future discretionary approvals, which, if granted, shall automatically become part of the Project Approvals as each such approval becomes effective. I. Project CITY desires the timely, efficient, orderly and proper development of the J. The City Council has found that, among other things, this Development Agreement is consistent with its General Plan and the Eastern Dublin Specific Plan and has been reviewed and evaluated in accordance with the Development Agreement Statute and Chapter 8,56. K. 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, L. Pursuant to the Califomia Environmental Quality Act (CEQA) the City Council adopted Resolution No. _ finding that the Project is within the scope of the Program EIR prepared for the Dublin Transit Center Approvals, which was certified pursuant to the California Environmental Quality Act (CEQA) (Resolution 215-02); and M. On , the City Council of the City of Dublin adopted Ordinance No. approving this Development Agreement ("the Approving Ordinance"). The Approving Ordinance will take effect on ("the Approval Date"). 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 Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. B83717.7 Page 2 of 15 11/18/2004 l'1O'b3~ 1. Description of Propertv. The Property which is the subject of this Development Agreement is described in Exhibit A attached hereto ("Property"). 2. Interest of Developer. The DEVELOPER has a legal or equitable interest in the Property. 3. Relationship of CITY and DEVELOPER. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by CITY and DEVELOPER and that the DEVELOPER is not an agent of CITY. 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. 4. Effective Date and Term. 4.1 Effective Date. The effective date of this Agreement shall be the date ("the Effective Date") upon which a grant deed conveying the Property from COUNTY to DEVELOPER is recorded in the Official Records of Alameda County. This Agreement shall automatically terminate without any further action of the Parties upon the happening of either of the following: (a) If a grant deed conveying the Property from COUNTY to DEVELOPER is not recorded within 12 months of the Approval Date: or (b) If the Purchase and Sale Agreement is terminated for any reason (and upon DEVELOPER's providing satisfactory of evidence of such fact to CITY). 4.2 Term. The "Term" of this Development Agreement shall commence on the Approval Date and extend five (5) years thereafter, unless said Term is otherwise terminated or modified by circumstances set forth in this Agreement. 5, Use of the Propertv. 5.1 Richt to Develop. DEVELOPER shall have the vested right to develop the Project on the Property in accordance with the terms and conditions of 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. 5.2 Permitted Uses. The permitted uses of the Property, the density and intensity of use, the maximum height, bulk and size of proposed buildings, provisions for reservation or dedication of land for public purposes and location and Development Agreement Between City of Dublin and Avalon Bay Communities. Inc. 663717,¡ Page 3 of 15 11/18/2004 t.DJb31> maintenance of on-site and off-site improvements, location of public utilities (operated by CITY) and other terms and conditions of development applicable to the Property, shall be those set forth in this Agreement, the Project Approvals and any amendments to this Agreement or the Project Approvals. 5.3 Additional Conditions. Provisions for the following ("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated herein by reference. 5.3.1 SubseQuent Discretionary Accrovals. Conditions, terms, restrictions, and requirements for subsequent discretionary actions. (These conditions do not affect DEVELOPER's responsibility to obtain all other land use approvals required by the ordinances of the City of Dublin and any permits required by regulatory agencies.) See Exhibit B. 5.3.2 MitiQation Conditions. Additional or modified conditions agreed upon by the parties in order to eliminate or mitigate adverse environmental impacts of the Project or otherwise relating to development of the Project. See Exhibit B 5.3.3 Phasina. Timina. Provisions that the Project be constructed in specified phases, that construction shall commence within a specified time, and that the Project or any phase thereof be completed within a specified time. See Exhibit B 5.3.4 Financina Plan. Financial plans which identify necessary capital improvements such as streets and utilities and sources of funding. See Exhibit B 5.3.5 Fees. Dedications. Terms relating to payment of fees or dedication of property, See Exhibit B 5.3.6 Reimbursement. Terms relating to subsequent reimbursement over time for financing of necessary public facilities. See Exhibit B Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 4 of 15 11/18/2004 2/'D ?'6 5.3.7 Miscellaneous. Miscellaneous terms. See Exhibit B 6. Applicable Rules. Reaulations and Official Policies. 6.1 Rules re Permitted Uses. For the term of this Agreement, the City's ordinances, resolutions, rules, regulations and official policies governing the permitted uses of the Property, governing density and intensity of use of the Property and the maximum height, bulk and size of proposed buildings shall be those in force and effect on the Approval Date. 6.2 Rules re Desian and Construction. Unless otherwise expressly provided in Paragraph 5 of this Agreement or in Chapter 7.28 of the Dublin Municipal Code, the ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to Project construction (but not use) shall be those in force and effect at the time the DEVELOPER submits its application for the relevant building, grading, or other construction permits to CITY. In the event of a conflict between such ordinances, resolutions, rules, regulations and official policies and the Project Approvals, the Project Approvals shall prevail. For construction of public infrastructure, the ordinances, resolutions, rules, regulations and official policies governing design, improvement and construction standards and specifications applicable to Project shall be those in force and effect at the time of execution of an improvement agreement between CITY and DEVELOPER pursuant to Chapter 9,16 of the Dublin Municipal Code. 6.3 Buildina Standards Codes Applicable. Unless expressly provided in Paragraph 5 of this Agreement or in Chapter 7.28 of the Dublin Municipal Code, the Project shall be constructed in accordance with the provisions of the Building, Mechanical, Plumbing, Electrical and Fire Codes and Title 24 of the California Code of Regulations, relating to Building Standards, in effect at the time the DEVELOPER submits its application for the relevant building, grading, or other construction permits for the Project to CITY. 7, Subseauentlv Enacted Rules and Reaulations. 7.1 New Rules and Reaulations. 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 Approval Date and which are not in conflict with those applicable to the Property as set forth in this Agreement and the Project Approvals if: (a) the application of such new or modified ordinances, resolutions, rules, regulations or official policies would not prevent, impose a substantial financial burden on, or materially delay development of the Property as otherwise contemplated by the Project Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies have general Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 5 of 15 11/18/2004 2.2-'b3ß (City-wide) applicability. 7.2 Approval of Application. Nothing in this Agreement shall prevent the CITY from denying or conditionally approving any subsequent land use permit or authorization for the Project on the basis of such new or modified ordinances, resolutions, rules, regulations and policies except that such subsequent actions shall be subject to any conditions, terms, restrictions, and requirements expressly set forth herein. 7.3 Moratorium Not Applicable. Notwithstanding anything to the contrary contained herein, in the event an ordinance, resolution or other measure is enacted, whether by action of CITY, by initiative, referendum, or otherwise, that imposes a building moratorium which affects the Project on all or any part of the Property, 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 §8558. 7.4 Riahts Under Vestina Tentative Map. Notwithstanding anything to the contrary contained herein, this Agreement shall not supercede any rights DEVELOPER may obtain pursuant to CITY's approval of the vesting tentative map for the Project. 8. Subseauentlv Enacted or Revised Fees, Assessments and Taxes. 8.1 Fees. Exactions. Dedications. CITY and DEVELOPER agree that the fees payable and exactions required in connection with the development of the Project Approvals for purposes of mitigating environmental and other impacts of the Project, providing infrastructure for the Project and complying with the Specific Plan shall be those set forth in the Project Approvals and in this Agreement (including Exhibit B). The CITY shall not impose or require payment of any other fees, dedications of land, or construction of any public improvement or facilities, shall not increase or accelerate existing fees, dedications of land or construction of public improvements, in connection with any subsequent discretionary approval for the Property, except as set forth in the Project Approvals and this Agreement (including Exhibit B, subparagraph 5.3.5). 8.2 Revised Application Fees. 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; (2) the application of such fees to the Property is prospective; and (3) the application of such fees would not prevent development in accordance with this Agreement. 8,3 New Taxes. Any subsequently enacted city-wide taxes shall apply to the Project provided that: (1) the application o(such taxes to the Property is prospective; and (2) the application of such taxes would not prevent development in accordance with this Agreement. Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 6 of 15 11/18/2004 Z?1;'3<t 8.4 Assessments. Nothing herein shall be construed to relieve the Property from assessments levied against it by CITY pursuant to any statutory procedure for the assessment of property to pay for infrastructure and/or services which benefit the Property. 8.5 Vote on Future Assessments and Fees. In the event that any assessment, fee or charge which is applicable to the Property is subject to Article XIIID of the Constitution and DEVELOPER does not retum its ballot, DEVELOPER agrees, on behalf of itself and its successors, that CITY may count DEVELOPER's ballot as affirmatively voting in favor of such assessment, fee or charge. 9. Amendment or Cancellation. 9.1 Modification Because of Conflict with State or Federal Laws. In the event that 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 approved by the City Council in accordance with Chapter 8.56. 9.2 Amendment bv Mutual Consent. This Agreement may be amended in writing from time to time by mutual consent of the parties hereto and in accordance with the procedures of State law and Chapter 8.56. 9.3 Insubstantial Amendments. Notwithstanding the provisions of the preceding section 9.2, any amendments to this Agreement which do not relate to (a) the term of the Agreement as provided in section 4.2; (b) the permitted uses of the Property as provided in section 52; (c) provisions for "significant" reservation or dedication of land as provided in Exhibit B; (d) conditions, terms, restrictions or requirements for subsequent discretionary actions; (e) the density or intensity of use of the Project; (f) the maximum height or size of proposed buildings; or (g) monetary contributions by DEVELOPER as provided in this Agreement, shall not, except to the extent otherwise required by law, require notice or public hearing before either the Planning Commission or the City Council before the parties may execute an amendment hereto. CITY's Public Works Director shall determine whether a reservation or dedication is "significant". 9.4 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 Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B of this Agreement prior to the date of cancellation shall be retained by CITY. Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 7 of 15 11/18/2004 2 '-kb~f, 10. Term of Proiect Approvals. The term of any Project Approval shall be extended only if so provided in Exhibit B. 11. Annual Review. 11.1 Review Date. The annual review date for this Agreement shall be between July 15 and August 15, 2006 and each July 15 to August 15 thereafter. 11.2 Initiation of Review. The CITY's Community Development Director shall initiate the annual review, as required under Section 8.56.140 of Chapter 8.56, by giving to DEVELOPER thirty (30) days' written notice that the CITY intends to undertake such review, DEVELOPER shall provide evidence to the Community Development Director prior to the hearing on the annual review, as and when reasonably determined necessary by the Community Development Director, to demonstrate good faith compliance with the provisions of the Development Agreement. The burden of proof by substantial evidence of compliance is upon the DEVELOPER. 11.3 Staff Reports. To the extent practical, CITY shall deposit in the mail and fax to DEVELOPER a copy of all staff reports, and related exhibits concerning contract performance at least five (5) days prior to any annual review. 11 .4 Costs. Costs reasonably incurred by 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. 12. Default. 12.1 Other Remedies Available. Upon the occurrence of an event of default, the parties may pursue all other remedies at law or in equity which are not otherwise provided for in this Agreement or in CITY's regulations goveming development agreements, expressly including the remedy of specific performance of this Agreement. 12.2 Notice and Cure. Upon the occurrence of an event of default by any party, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days after service of such notice of default, the nondefaulting 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 (30) day period, the nondefaulting party shall refrain from any such legal or equitable action so long as the defaulting party begins to cure such default within such thirty (30) day period and diligently pursues such cure to completion. Failure to give notice shall not constitute a waiver of any default. Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 8 of 15 11/18/2004 2.?1b 3<6 12.3 No Damaaes Aaainst CITY. In no event shall damages be awarded against CITY upon an event of default or upon termination of this Agreement. 13. EstoDDel Certificate. Any 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 request hereunder shall execute and retum such certificate within thirty (30) days following the receipt thereof, or such longer period as may reasonably be agreed to by the parties. City Manager of CITY shall be authorized to execute any certificate requested by DEVELOPER. Should the party receiving the request not execute and retum 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. 14. Mortaaaee Protection; Certain Riahts of Cure. 14.1 Mortaaaee 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. 14,2 Mortaaaee Not Obliaated,· Notwithstanding the provisions of Section 14.1 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. 14.3 Notice of Default to Mortaaaee and Extension of Riaht to Cure. If 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 CITY shall deliver to such Mortgagee, concurrently with service thereon to Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 9 of 15 11/18/2004 2LP~3'Z DEVELOPER, any notice given to DEVELOPER with respect to any claim by CITY that DEVELOPER has committed an event of default. Each Mortgagee shall 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. CITY, through its City Manager, may extend the thirty-day cure period provided in section 12.2 for not more than an additional sixty (60) days upon request of DEVELOPER or a Mortgagee. 15. Severabilitv. 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. 16. Attomevs' Fees and Costs. If 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 attomeys' fees and costs in addition to any other relief to which it may otherwise be entitled. 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 provision of this Agreement or the Project Approvals, the parties shall cooperate and appear in defending such action, DEVELOPER shall bear its own costs of defense as a real party in interest in any such action, and DEVELOPER shall reimburse CITY for all reasonable court costs and attomeys' fees expended by CITY in defense of any such action or other proceeding. 17. Transfers and Assianments. 17.1 DEVELOPER's Riaht to Assian. All of DEVELOPER'S rights, interests and obligations hereunder may be transferred, sold or assigned in conjunction with the transfer, sale, or assignment of the Property subject hereto, or any portion thereof, at any time during the term of this Agreement, provided that no transfer, sale or assignment of DEVELOPER's rights, interests and obligations hereunder shall occur without the prior written notice to CITY and approval by the City Manager, which approval shall not be unreasonably withheld or delayed. The City Manager shall consider and decide the matter within 10 working days after DEVELOPER's notice provided and receipt by City Manager of all necessary documents, certifications and other information required by City Manager to decide the matter. In considering the request, the City Manager shall base the decision upon the proposed assignee's reputation, experience, financial resources and 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 allocated as between DEVELOPER and the proposed purchaser, transferee or assignee; and c) assuring CITY that the proposed purchaser, transferee or assignee is capable of performing the DEVELOPER's obligations hereunder not withheld by DEVELOPER pursuant to section Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 663717.7 Page 10 of 15 11/18/2004 2l~?;t 17.3. Notwithstanding the foregoing, provided notice is given as specified in Section 23, no CITY approval shall be required for any transfer, sale, or assignment of this Agreement to: 1) any entity which is an affiliate or subsidiary of DEVELOPER; 2) any Mortgagee; or 3) any transferee of a Mortgagee; or 4) D. R. Horton, Inc., or its affiliates ("D. R, Horton") in conjunction with the sale of that portion of the Property described as the Dublin Transit Center Site B-1 from DEVELOPER to D. R. Horton, provided that DEVELOPER has, at the time of the transfer, complied with all obligations of this Agreement or provided evidence satisfactory to the City Manager demonstrating that the remaining obligations have been allocated between DEVELOPER and D. R. Horton. 17,2 Release Uoon Transfer. Upon the transfer, sale, or assignment of all of DEVELOPER's rights, interests and obligations hereunder pursuant to section 17.1 of this Agreement, DEVELOPER shall be 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. 17.3 Develooer's Riaht to Retain Soecified Riahts or Obliaations. Notwithstanding sections 17.1 and 17.2 and section 18, DEVELOPER may withhold from a sale, transfer or assignment of this Agreement certain rights, interests and/or obligations which DEVELOPER shall 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. 18. Aoreement Runs with the Land. All of the provisions, rights, terms, covenants, and obligations contained in this Agreement shall be binding upon 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 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 1468 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) Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 11 of 15 11/18/2004 z'S 1> '3'l. 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. 19. BankruDtcv. The obligations of this Agreement shall not be dischargeable in bankruptcy. 20. Indemnification. DEVELOPER agrees to indemnify, defend and hold harmless 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 the 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 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 will cooperate with DEVELOPER, will appear in such action and will not unreasonably withhold approval of a settlement otherwise acceptable to DEVELOPER. If CITY is named as a party to any legal action, CITY will cooperate with DEVELOPER, will appear in such action and will not unreasonably withhold approval of a settlement otherwise acceptable to DEVELOPER. 21. Insurance. 21.1 Public Liabilitv and Propertv Damaae Insurance. At all times that DEVELOPER is constructing any improvements that will become public improvements, DEVELOPER shall maintain in effect a policy of comprehensive general liability insurance with a per-occurrence combined single limit of not less than one million dollars ($1,000,000,00) and a deductible of not more than ten thousand dollars ($10,000.00) per claim. 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. Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 663717,7 Page 12 of 15 11/18/2004 z.'1~~t 21.2 Workers Compensation Insurance. At all times that DEVELOPER is constructing any improvements that will become public improvements, DEVELOPER shall maintain Worker's Compensation insurance for all persons employed by DEVELOPER for work at the Project site. DEVELOPER shall require each contractor and subcontractor similarly to provide Worker's 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. 21.3 Evidence of Insurance. Prior to commencement of construction of any improvements which will become public improvements, . DEVELOPER shall furnish CITY satisfactory evidence of the insurance required in Sections 21.1 and 21.2 and evidence that the carrier is required to give the CITY at least fifteen days prior written notice of the cancellation or reduction in coverage of a policy. The insurance shall extend to the CITY, its elective and appointive boards, commissions, officers, agents, employees and representatives and to DEVELOPER perfonning work on the Project. 22. Sewer and Water. DEVELOPER acknowledges that it must obtain water and sewer penn its from the Dublin San Ramon Services District ("DSRSD") which is another public agency not within the control of CITY. 23. Notices. All notices required or provided for under this Agreement shall be in writing. Notices required to be given to CITY shall be addressed as follows: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 Notice required to be given to DEVELOPER shall be addressed as follows: Avalon Bay Communities, Inc. Stephen W. Wilson Senior Vice President Avalon Bay Communities, Inc. 400 Race Street, Suite 200 San Jose, CA 95126 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 48 hours after being deposited in the United States Mail. Notices may also be given by Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 13 of 15 11/18/2004 3~3t overnight courier which shall be deemed given the following day or by facsimile transmission which shall be deemed given upon verification of receipt. 24. Recitals. The foregoing Recitals are true and correct and are made a part hereof. 25. Aqreement is Entire Understandina. This Agreement constitutes the entire understanding and agreement of the parties, 26. Exhibits. The following documents are referred to in this Agreement and are attached hereto and incorporated herein as though set forth in full: Exhibit A Legal Description of Property Exhibit B Additional Conditions 27. Counteroarts. This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. 28. Recordation. CITY shall record a copy of this Agreement within ten days of DEVELOPER providing CITY notice that a grant deed conveying the Property from COUNTY to DEVELOPER is recorded in the Official Records of Alameda County. 29. Leaal Authoritv. Each individual executing this Agreement on behalf of Developer hereby represents and warrants that has full power and authority under the entity's governing documents to execute and deliver this Agreement in the name of and on behalf of the company and to cause the entity to perform its obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY OF DUBLIN: Development Agreement Between City of Dublin and Avalon Bay Communities, Inc. 683717.7 Page 14 of 15 11/18/2004 31,1-}Z IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written. CITY OF DUBLIN: By: Mayor Date: Atte sl: By: City Clerk Date: Approved as to Form: City Attorney AVALON BAY COMMUNITIES. INC., a Maryland Corporation 0--/ c ~ Stephen W, Wilson Its: Senior Vice President Development Agreement Between City of Dublin and Avalon Bay Communities, Inc, 6s3717.7 Page 15 of 15 11/18/2004 321;,>$ Exhibit A Property Description BEING THAT CERTAIN PARCEL OF LAND DESIGNATED AS PARCEL 2 OF PARCEL MAP 7395 AS FILED ON OCTOBER 31, 2000 IN BOOK 254 OF PARCEL MAPS AT PAGES 28 THROUGH 37, ALAMEDA COUNTY RECORDS, CALIFORNIA. 683711.1 3¿13<t Exhibit B Additional Conditions The following Additional Conditions are hereby imposed pursuant to Paragraph 5.3 above, Subparagraph 5.3.1 .. SubseQuent Discretionary Approvals None Subøaraaraøh 5.3.2 .. Mitigation Conditions Infrastructure SeQuencinQ Proaram Subsection a, The Infrastructure Sequencing Program for the Project is set forth below. (i) Roads: The project-specific roadway improvements (and offers of dedication) identified in Planning Commission Resolution No. 04-65 approving Vesting Tentative Tract Map 7525 (''the VTM Resolution") and City Council Resolution No. 04-_ approving Site Development Review ("the SDR Resolution") shall be completed by DEVELOPER to the satisfaction and requirements of the Public Works Director at the times and in the manner specified in the VTM Resolution and SDR Resolution unless otherwise provided below. -Conditions 11, 12, and 14 of the VTM Resolution [Roadwav Improvements] Condition 11 of the VTM Resolution reads as follows: Phase 2 Improvements. The Developer shall construct the following street and utility improvements, as contained in the Street Improvement Plans Associated with Parcel Map 7892 prepared by BKF Engineers I Surveyors I Planners, with the Phase 2 improvements. The Phase 2 improvements may be deferred to be completed concurrently with the completion of the BART garage or within 5 years, whichever is earlier. The Developer shall provide guarantees for the Phase 2 improvements with an Improvement Agreement as required by Public Works Standard Conditions of Approval. a) Martinelli Drive between Arnold Road and Iron Horse Parkway. Developer shall construct street improvements including median curbs, a twelve-foot wide travel lane in each direction, median tuming lanes, six-foot wide rock shoulders, and storm drainage, street lighting, joint trench utilities, sanitary sewer and water improvements on Martinelli Drive between Development Agreement Between City of Dublin and Avalon Bay Communities, Inc.-EXHIBIT B 683717.7 Page 1 of 7 11/18/2004 3~3% Arnold Road and Iron Horse Parkway to the satisfaction of the City Engineer. STOP signs with conduit for future traffic signal are to be installed at the intersection with Iron Horse Parkway. The BART surface parking lot entrance I exit to Iron Horse Trail shall be closed and moved to the Village Green at the time either the Village Green or Martinelli Drive connection is made to the Iron Horse Parkway, b) Campus Drive. Developer shall construct street improvements consisting of 20-foot wide pavement and curb & gutter on Campus Drive along the BART parking garage frontage as required by the Fire Department for the BART garage structure and to the satisfaction of the City Engineer. c) Altamirano Avenue. Developer shall construct street improvements including the southern frontage curb & gutter, 27- foot wide pavement, six-foot wide rock shoulder, drainage, water, joint trench utilities and street lighting on Altamirano Avenue between Arnold Drive and Campus Drive to the satisfaction of the City Engineer. d) Iron Horse Parkway-BART Garage Intersection. The existing Iron Horse Parkway improvements shall be modified to accommodate the new intersection at the BART garage entrance to the satisfaction of the City Engineer. STOP sign control is to be installed at this intersection with conduit for future traffic signal. Condition 13 of the VTM Resolution reads as follows: Arnold Road. Unless previously constructed by others, the Developer shall construct 24-foot wide pavement with six-foot wide rock shoulders and turning lanes within the existing right of way for Arnold Drive between Dublin Blvd and Altamirano Avenue. The roadway shall be in a street and lane configuration to the satisfaction of the City Engineer and a temporary walkway may be required on one side. These improvements shall be constructed with the Phase 2 improvements. Condition 14 of the VTM Resolution reads as follows: Martinelli Drive between Arnold Road and Hacienda Drive. Unless previously constructed by others, Developer shall construct the center travel lanes and median curbs for Martinelli Drive between Hacienda Drive and Arnold Road within the existing right of way. The improvements shall be for two travel lanes (26-feet wide) with a 6-foot wide rock shoulder in each direction and turning Development Agreement Between City of Dublin and Avalon Bay Communities, Inc.-EXHIBIT B 683717.7 Page 2 of7 11/18/2004 ~Gfl? lanes at the intersections. A new traffic signal and lane modifications shall be provided on Hacienda Drive for the new intersection with Martinelli Drive. The improvements shall be constructed with the Phase 2 improvements. DEVELOPER hereby agrees to comply with Conditions 11 , 13 and 14 of the VTM Resolution. Notwithstanding the provisions of Section 4 of this Agreement, Condition 11 shall sUlVive termination of this Agreement. (ii) Sewer All sanitary sewer improvements to selVe the project site (or any recorded phase of the Project) shall be completed in accordance with DSRSD requirements. (iii) Water An all-weather roadway and an approved hydrant and water supply system shall be available and in selVice at the site in accordance with the SDR conditions of approval to the satisfaction and requirements of the CITY's fire department. All potable water system components to selVe the project site (or any recorded phase of the Project) shall be completed in accordance with DSRSD requirements. Recycled water lines shall be installed in accordance with the SDR conditions of approval. (jv) Storm Drainaae Prior to issuance of the first Certificate of Occupancy for any building which is part of the Project, the storm drainage systems off site, as well as on-site drainage systems to the areas to be occupied, shall be improved to the satisfaction and requirements of the Dublin Public Works Department applying CITY's and Zone 7 (Alameda County Flood Control and Water ConselVation District, Zone 7) standards and policies which are applicable. Pursuant to Alameda County's National Pollution Discharges Elimination Permit (NPDES) No. CAS0029831 with the California Regional Water Quality Control Board, all grading, construction, and development activities within the City of Dublin must comply with the provisions of the Clean Water Act. Proper erosion control measures must be installed at development sites within the City during construction, and all activities shall adhere to Best Management Practices. (v) Other Utilities (e.a. aas. electricitv, cable televisions. telephone) Construction of other utilities shall be complete by phase prior to issuance of the first Certificate of Occupancy for any building within that specific phase. Development Agreement Between City of Dublin and Avalon Bay Communities, Inc.-EXHIBIT B 683717,7 Page 3 of 7 11/18/2004 3/.J; ~3i> of development. Subsection b. Miscellaneous (i) Completion Mav be Deferred. Notwithstanding the foregoing, CITY's Public Works Director may, in his or her sole discretion and upon receipt of documentation in a form satisfactory to the Public Works Director that assures completion, allow DEVELOPER to defer completion of discrete portions of any of the public improvements required for the Project until after issuance of Certificate of Occupancy for the first building for the Project if the Public Works Director determines that to do so would not jeopardize the public health, safety or welfare. SubDaraaraph 5.3.3 o. Phasina. Timina This Agreement contains no requirements that DEVELOPER must initiate or complete development of the Project within any period of time set by CITY. 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. Subparaaraph 5.3.400 Financina Plan DEVELOPER will install all improvements necessary for the Project at its own cost (subject to credits for any improvements that qualify for credits as provided in Subparagraph 5.3.6 below), unless otherwise required by this Agreement. Other infrastructure necessary to provide sewer, potable water, and recycled water services to the Project will be made available by the Dublin San Ramon Services District. The present owner of the Property, the Alameda County Surplus Property Authority, has entered into an "Area Wide Facilities Agreement" with the Dublin San Ramon Services District to pay for the cost of extending such services to the Project. Such services shall be provided as set forth in Subparagraph 5.3,2(a)(ii) and (iii) above. Subparagraph 5.3,5 -- Fees, Dedications Subsection a. Traffic Impact Fees. Developer shall pay the Eastern Dublin Traffic Impact Fee ("TIF") established by Resolution No. 111-04, including any future amendments to such fee, Developer will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of building permit issuance. Developer further agrees that it will pay eleven percent (11 %) of the "Section 1/Category 1" portion of the TIF in cash. Developer also agrees that it will pay twenty-five percent 25% of the "Section Development Agreement Between City of Dublin and Avalon Bay Communities. Inc.-EXHIBIT B 683717.7 Page 4 of 7 11/18/2004 31~3ß 2/Category 2" portion of the TI F in cash. If City amends its TI F fee and as a result the City's outstanding balance due on loans is less than 25% of total Section 2/Category 2 improvements, the Developer shall pay such reduced percentage of the "Section 2/Category 2" portion of the TIF in cash. Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freewav Interchanaes. DEVELOPER shall pay a Eastern Dublin 1-580 Interchange Fee in the amounts and at the times set forth in City of Dublin Resolution No. 155-98, or in the amounts and at the times set forth in any resolution revising the amount of the Eastern Dublin 1-580 Interchange Fee. Subsection c. Public Facilities Fees. DEVELOPER shall pay a Public Facilities Fee established by City of Dublin Resolution No. 214-02, including any future amendments to such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the then-current arnount of the fee. Subsection d. Noise Mitiaation Fee. DEVELOPER shall pay a Noise Mitigation Fee established by City of Dublin Resolution No. 33-96, including any future amendments to such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the amount of the fee in effect at time of building permit issuance. Subsection e. School Impact Fees. School impact fees shall be paid by DEVELOPER in accordance with Government Code section 53080 and the existing agreement between DEVELOPER's predecessor in interest and the Dublin Unified School District. Subsection f. Fire Impact Fees. DEVELOPER shall pay a fire facilities fee established by City of Dublin Resolution No. 12-03 including any future amendments to such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the amount of the fee in effect at time of building permit issuance. Subsection a. Tri-Vallev Transportation Development Fee. DEVELOPER shall pay the Tri-Valley Transportation Development Fee in the amount and at the times set forth in City of Dublin Resolution No, 89-98 or any subsequent resolution which revises such fee. DEVELOPER will pay such fees no later than the time of issuance of building permits and in the amount of the impact fee in effect at time of building permit issuance. Development Agreement Between City of Dublin and Avalon Bay Communities, Inc,-EXHIBIT B 683717.7 Page 5 of 7 11/18/2004 7Þ~3( Subparaaraøh 5.3.6 -- Credit Subsection a. Traffic Imøact Fee Improvements Credit CITY shall provide a credit to DEVELOPER for those improvements described in the resolution establishing the Eastern Dublin Traffic Impact Fee if such improvernents are constructed by the DEVELOPER in their ultimate location pursuant this Agreement. All aspects of credits shall be governed by CITY's then-current Administrative Guidelines regarding credits. Subsection b. Traffic Impact Fee Riaht-of-Wav Dedications Credit CITY shall provide a credit to DEVELOPER for any TIF area right-of-way dedicated by DEVELOPER to CITY which is required for improvements which are described in the resolution establishing the Eastern Dublin Traffic Impact Fee, All aspects of credits shall be governed by CITY's then-current Administrative Guidelines regarding credits, Subparaaraph 5.3.7 -- Miscellaneous Subsection a. Maintenance of Street LlClhtina COUNTY has asked CITY to form an assessment district pursuant to the Lighting and Landscaping Act of 1972 to pay for street lighting in order to satisfy the obligation of future developers to pay for street lighting in the Dublin Transit Center Property. In addition, COUNTY agreed in the Master Development Agreement to record a Declaration of Covenants, Conditions and Restrictions or a similar document ("CC&Rs") that covers the Dublin Transit Center Property, whereby COUNTY, on behalf of itself and its successors (iricluding DEVELOPER), has covenanted to pay a "Deed Assessment" to CITY for maintenance of street lighting and street light maintenance in the event that the assessment for street light costs and maintenance is not levied against the Dublin Transit Center Property, or any portion of it, in any year. DEVELOPER acknowledges that the City intends to form (or annex the Property to) a landscaping and lighting district and impose an assessment on the Property for such purposes. DEVELOPER hereby waives its right to protest the formation of or the Property's annexation to the district and the imposition of the annual assessment. In addition, DEVELOPER hereby covenants to pay a Deed Assessment, pursuant to the terms of CC&Rs. Development Agreement Between City of Dublin and Avalon Bay Communities, Inc.-EXHIBIT B 6B.3717.1 Page 6 of 7 11/18/2004