HomeMy WebLinkAboutItem 6.4 Micro Dental Labs, AGMT
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CITY CLERK
File # D~[Q][Q]-[?a][Q]
AGENDA STATEMENT
CITY COUNCIL MEETING DATE: April 20, 1999
SUBJECT:
ATTACHMENTS:
RECOMMENDATION:
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FINANCIAL STATEMENT:
. DESCRIPTION:
BACKGROUND:
PUBLIC HEARING P A 98-055 Micro Dental Labs, Inc.,
Development Agreement (Prepared by Eddie Peabody, Jr.,
Community Development Director)
1. Development Agreement for Micro Dental Labs, Inc.
2. Ordinance adopting Development Agreement for Micro Dental
Labs, Inc.
1. Open Public Hearing.
2. Receive Staff presentation and receive public testimony.
3. Question Staff and the public
4. Close Public Hearing and deliberate.
5. Waive reading and introduce Ordinance _-99 (Attachment 2)
approving the Development Agreement.
No fmancial impact anticipated.
An Ordinance approving a Development Agreement between the
City of Dublin, Micro Dental Labs, and Alameda County Surplus
Property Authority. The Development Agreement is required by the
Eastern Dublin Specific Plan. Items included in the Development
Agreement include, but are not limited to, the financing and timing
of infrastructure; payment of traffic, noise and public facilities
impact fees; oversizing of roads and general provisions.
The City Council approved an Amendment to the Eastern Dublin Specific Plan for the entire Santa Rita
area (primarily o'WIled by the Alameda County Surplus Property Authority) in October 1996. As a part of
that action, this site was given a new Specific Plan and General Plan Land Use Designation of
"Industrial/Campus Office (I1CO)". On March 17, 1998, on the Planning Commission's recommendation,
the City Council approved a Planned Development Rezone for the Site. Tentative Parcel Map 7233,
creating Parcel One on which this project is proposed, was approved on June 2, 1998, by the Community
Development Director.
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COPIES TO:
Micro Dental Lab., Inc.
Alameda County Surplus Property Authority
In House Distribution
ITEM NO.
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ANALYSIS:
Procedural Background:
One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into
Development Agreements with developers in the plan area. The Development Agreement provides
security to the developer that the City will not change its zoning and other laws applicable to the project
for a specified period oftime. Additionally, it is a mechanism for the City to obtain commitments from
the developer that the City might not otherwise be able to obtain. The Development Agreement is one
means the City has to assure that the Specific Plan goal, that new development fund the costs of
infrastructure and service, is met.
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City procedure requires that there be three public hearings on Development Agreements. The purpose for
the hearing before the Planning Commission is to recommend the approval for the Agreement to the City
Council. The first Public Hearing before the City Council is to introduce the Ordinance and the second
public hearing is to adopt the Ordinance. The Ordinance will become effective 30 days after the second
reading. The Planning Commission heard the Development Agreement at their April 13, 1999 meeting
and recommended that the City Council adopt the attached ordinance.
Development Agreement:
Attached to this Staff Report is a Development Agreement (Attachment 1) between the City of Dublin,
Micro Dental Labs, Inc. and the Surplus Property Authority of the County of Alameda (Alameda County).
This Development Agreement is based on the standard Development Agreement developed by the City
Attorney and adopted by the City Council for Eastern Dublin Projects. In general, the Agreements reflect .
what has been determined to be the infrastructure needs for the specific project. These needs are
determined based on submittal of engineering studies and plans.
The Agreement: The City Attorney drafted the proposed Development Agreement with input from City
staff, Micro Dental Labs, Inc. Alameda County Surplus Property Staff and their attorneys. The
Development Agreement sets forth the agreements between the parties in relation to many items,
including, but not limited to, infrastructure construction and phasing, and the payment of various required
impact fees.
The Development Agreement becomes effective for a term of five years from the date it is recorded. The
Development Agreement runs with the land and the rights thereunder can be assigned. The main points of
the Development Agreement can be found in Exhibit B of Attachment 1 of the Development Agreement
and are highlighted below:
Infrastructure Construction and Traffic Impact Fees: The City requires that Developers in Eastern
Dublin pay traffic impact fees for certain City wide improvements to the circulation system. Additionally,
fees are charged for certain circulation improvements specific to Eastern Dublin. Developers are also
required to make certain improvements to the circulation system that are required as a result of their
project. The City determines the direct project impact through a traffic study that is conducted.
Based on the traffic study conducted for the Micro Dental Labs, Inc. project, it was determined that .
certain improvements were required to the circulation system as a result of the projected future traffic
from the project. These improvements include improving some roadways, widening some roads, the
improvement of certain intersections in Dublin and Eastern Dublin, the ultimate construction of the
Tassajara Road/Santa Rita Road/I-S80 interchange.
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Other improvements that were identified could be phased and put in as required by traffic warrants or
when other projects come on line. The Agreement sets forth the City and Alameda County's
understanding in relation to the phasing of infrastructure construction.
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RECOMMENDATION:
Staff recommends that the City Council open the Public Hearing, take testimony from Staff and the
public, deliberate, waive the first reading and introduce the Ordinance adopting a Development
Agreement for the Microdental Laboratories project.
G:98055 ccsrapril20da
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City of Dublin
laD s r
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BET\VEEN THE
CITY OF DUBLIN
AND
HHH SUPPLY AND INVESTMENT
AND .
THE SURPLUS PROPERTY AUTHORITY
OFTHECOUNTYOF~EDA
FOR THE MICRO DENTAL PROJECT
ATTACHMENT 1 '
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TABLE OF CONTENTS
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1.
Descri!1tion of Property.
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,)
2. Interest of Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. Relationship of City and Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. Effective Date and Term. ........................................ 3
4.1 Effective Date. ........................................... 3
4.2 -Term.. . . . . . . . . .. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . .4:
J. Use of the Property. ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.1 Right to Develop ......................................... 4:
-? P . dU .i
:>..... ermltte ses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. A
5.3 Additional Conditions ..................................... 4
6. Applicable Rules. ReVllations and Official Policies .................... 5
6.1 Rules re Permitted Uses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.2 Rules re DesiV1 and Construction ............................ 5 .
6.3 Uniform Codes Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. Subsequently Enacted Rules and ReVllations . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.1 New Rules and Re,ry.lations ................................. 6
7.2 Approval of Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Moratorium Not Applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . 6
8. Subsequently Enacted or Revised Fees. Assessments and Taxes. . . . . . . . . . . 6
8.1 Fees. Exactions. Dedications ................................ 6
8.2 Revised Application Fees ................................... 7
8.3 New Taxes .............................................. 7
8.4 Ac;sessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8 .5 Vote on Future Ac;sessments and Fees ..;............... ~ . . . . . . 7
9. Amendment or Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.1 Modification Because of Conflict ,"vith State or Federal Laws ....... 8
9.2 Amendment by Mutual Consent ............................. 8
Dublinl.AJameda Development Agreement
for the Micro Dental Project
Table of Contents - Page i of iii .
March 30, 1999
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9.3 Insubstantial Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.4 Amendment of Project A!"provals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9.5 Cancellation by Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10. Term of Project Approvals ................................... - . . . 9
11. Annual Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.1 Review Date . . . . . . . . . . . . . . . . . . . . . . . : . . . . . . ... . . . . . . . . . . . . . 9
11.2 Initiation of Reviev,' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11.3 Staff Reports ............................................ 9
II. 4 Costs ........................................... - . . . . . . 9
12. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . _ . . . . . . . . . . . . . . . . . . . . . . . 10
12.1 Oth er Rem edi es Avail ab 1 e ................................. 1 0.
12.2 Notice and Cure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - . . . . 10
12.3 No Dama~es A~ainst CITY .............. - . . . . . . . . . . . . . . . . . 10
13. Estop!"el Certificate ........................................... 10
14. Mon~a~ee Protection: Cenain Rig-hts of Cure .......... - . . . . . . . . . . . . 11
14.1 Mortg-a~ee Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . - . . . . . . . . . 11
14.2 lv1ortga~ee Not Obli~ated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
14.3 Notice of Default to Mort~a~ee and E).'tension of Ri~ht to Cure .... II
15. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
16. Attorneys' Fees and Costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
17. Transfers and A.ssi ~ments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 12
17.1 DEVELOPER's Right to Ac;si~ ............................. 12
17.2 Release Upon Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 12
17.3 Developer's Right to Retain Sflecified Rights or Obligations ..... - . 13
17.4 Pennitted Transfer. Purchase or Ac;si~ment .............. . . . . . 13
17.5 COUNTY's Right to Ac;sign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
18. A~eement Runs with the Land .............................. - . . . 13
19. Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; . . . . . . . - . . . . 14
. Dublinl.AJarneda Development Agreement
for the Micro Dental Project
Table of Contents - Page ii of iii
March 30, 1999
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20. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
21. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 .
21.1 Public Liability and Property Dama~e In~;urance .... . . . . . . . . . . . . 15
21.2 \'Yorkers Compensation Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
21.3 Evidence of Insurance .............................. _ . . . . . 15
22.
Sev\rer and \'Vater ............................................. 15
23.
Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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Agreement is Entire Understanding ........................ _ . . . . . . 17
26.
Exhibits ................................................ _ . . . 17
27.
CounteTTlarrs ................................................ 17
28.
Recordation ................................................. 17
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DublinUuameda Development Agreement
for the Micro Dental Project
Table of Contents - Page ill of iii
March 30. 1999
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THIS DE\lELOPMENT AGREEMENT is made and entered in the Citv of
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Dublin on this 4th day of May, 1999, by and between the CITY OF DUBLIN, a
.Municipal Corporation (hereafter "CITY"), the Surplus Propeny Authority of
.Alameda County, a public corporation (hereafter "COUNTY"), and HHH Supply and
Investment, a general partnership (hereinafter "DE\lELOPER") pursuant to the
authority of Ss 65864 et seq. of the California Government Code and Dublin
I\1unicipal Code, Chapter 8.56.
RECTT ALS
A California Government Code ss 65864 et seq. and Chapter 8.56 of
the Dublin :Municipal Code (hereafter "Chapter 8.56") authorize the CITY to enter
into an 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; and
B. The City Cotmcil adopted the Eastern Dublin Specific Plan by
Resolution No. 53.93 'ivhich Plan is applicable to the Property; and
C. The Eastern Dublin Specific Plan requires DEVELOPER to enter
into a development agreement; and
D. DEVELOPER desires to develop and holds legal interest in cenain
real property consisting of approximately 11.47 acres of land, located in the City of
Dublin, County of Alameda, State of California, which is more particularly desaibed
in Exhibit A attached hereto and incorporated herein by this reference, and which
real propeny is hereafter called the "Property"; and
E. DE\lELOPER acquired its interest in the Property from Opus ''Vest
Corporation v"hich acquired the Property from COUNTY pursuant to a purchase and
sale agreement entitled "Surplus Property Authority as Seller, Opus Vvest Corporation
as Buyer Purchase and Sale Agreement dated November 18, 1997" which allocates
rights and obligations as between COUNTY and DEVELOPER. COUNTY is a pany
to this Agreement because COUNTY 'will perform certain obligations and receive
certain credits;
F. DEVELOPER proposes the development of the Propeny for
office uses consisting of two 4-story office buildings totaling approximately 249,860
square feet (the "Project"); and
Dublin/Alameda Development Agreement
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G. DEVELOPER has applied for, and CITY has approved or is
processing, various land use approvals in connection with the development of the .
Project, induding a PD District rezoning (Ordinance No. 5-98), general provisions
for the PD District rezoning induding the Land Use and Development Plan (Res. No.
30-98), tentative parcel map (Community Development Director Resolution No. .:!-
98), and site development review (Planning Commission Resolution No. 99-03)
(collectively, together Vvith any approvals or permits nuw or hereafter issued with
respect to the J-'roject, the "Project Approvals"); and
H. DEVELOPER presently contemplates constructing tiVO 4-story
structures on the Property, to be used for office and light industrial uses, including a
dental laboratory and supply company, a permitted use under the PD District
rezoning; and
1. Development of the Property by DEVELOPER may be subject to
certain future discretionary approvals including site development revie,'V, which, if
granted, shall automatically become part of the Project Approvals as each such
approval becomes effective; and
J. CITY desires the timely, efficient, orderly and proper development
of said Project; and
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K. The City Council has found that, among other things, this
Development Agreement is consistent 'with its General Plan and the EasteGl Duhli:1
Specific Plan and has been reviewed and evaluated in accordance "rith Chapter 8.56;
and
1. CITY, COUNTY and DEVELOPER have reached agreement and
desire to eA-press herein a Developm€nt Agreement that will facilitate development of
the Project subject to conditions set forth herein; and
M. Pursuant to the California Environmental Quality Act (CEQA) the
City has found, pursuant to CEQA Guidelines section 15182, that the Project is
within the scope of the Final Environmental Impact Report for the Eastern Dublin
General Plan Amendment and Specific Plan which was certified by the Council by
Resolution No. 51~93 and the Addenda dated May 4. 1993 and August 22, 1994
(the "ErR") and the Mitigated Negative Declaration for the Santa Rita Business
Center Project and found that the ErR and Mitigated Negative Declaration were
adequate for this Agreement; and
Dublin/Alameda Development Agreement
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N. On
adopted Ordinance No.
ordinance took effect on
, 1999, the City Council of the City of Dublin
appraving this Development Agreement. The
,1999.
NOW, THEREFORE, with reference to the foregoing recitals and in
consideration of the mutual promises, .obligati.ons and covenants herein contained,
CITY, COUNTY and DEVELOPER agree as fo11o-ws:
AGREE!vfENT
1. Description of Property.
The Property which is the subject of this Development Agreement is
described in Exhibit A attached hereto ("Propeny").
2. Interest of Developer.
The DEVELOPER has a legal or equitable interest in the Propeny in
that it oV\'I1S the Property in fee simple.
3.
Relatianship .of City and DeveloT'er.
It is understaad that this Agreement is a contract that has been
negotiated and voluntarily entered into by Cln'", COUNIT and DEVELOPER 2.~'d
that neither the DEVELOPER nor COUNTY is an agent of CITY. The CITY,
DEVELOPER and COUNTY hereby renounce the e:>d.stence .of any form of joint
venture or partnership bet\'i'een them, and agree that nothing contained herein or in
any document executed in connectian herewith shall be construed as malcing the
CITY, DEVELOPER and COUNTY joint venturers or partners.
4. Effective Date and Term.
4.1 Effective Date. The effective date of this Agreement shall
be the date upon which the Agreement has been executed by an autharized official of
CITY, by a general partner of DEVELOPER and by an autharized official .of
COUNTY. .Although, the signature of authorized parties may be campleted in
counterparts, the effective date 'will not be established until all three parties to the
agreement have singed the agreement. The party ".ho is signing third shall fax copies
of the signature pages ta the other patties on the date of execution.
Dublin/Alameda Development Agreement
for the Micro Dental Project
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March 30, 1999
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4.2 Term. The tem of this Development Agreement shall
commence on the Effective Date and e>...'tend five (5) years thereafter, unless said term
is otherwise terminated or modified by circumstances set fonh in this Agreement.
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5. Use of the Property.
5.1 Ri~ht to Develop. DEVELOPER shall have the vested
light to develop the Project on the Property in a'ccordance with the terms and
conditions of this Agreement, the Project Approvals (as and ,,,hen 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 Propeny, the
density and intensity of use, the maximum height, bulk and size of proposed
buildings, pro,isions for reservation or dedication of land for public purposes and
location and maintenance of onpsite and off-site improvements, location of public
utilities (operated by CITI) and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project
Approyals and any amendments to this Agreement or the Proj~ct Approyals.
5.3 Additional Conditions. Provisions for the follo'wing
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
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5.3.1 Subsequent Discretionary Approvals.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions. (These conditions do not affect
DEVELOPER's responsibility to obtain all other land use approyals
required by the ordinances of the City of Dublin.)
Not Applicable
5.3.2 Mitigation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or
mitigate adverse environmental impacts of the Project or othell\ise
relating to development of the Project.
See Exhibit B
5.3.3 Phasin~. Timing. Provisions that the Project be
constructed in specified phases, that construction shall commence
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within a specified time, and that the Project or any phase thereof be
completed vvithin a specified time.
See Exhibit B
5.3.4 Financin~ 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. Tem1s relating to payrnent of
fees or dedication of property.
See Exhibit B
5.3.6 Reimbursement. Tem1s relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit B
5.3.7 1\1iscelIaneous. 1\1iscellaneous terms.
See Exhibit B
6.
Applicable Rules. Re~lations 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 gove!Tling -::.he
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 effective date of this Agreement.
6.2 Rules re Desi~ and Construction. Unless otherwise
o.-pressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official policies governing design, improvement and
construction standards and specifications applicable to the Project shall be those in
force and effect at the time of the applicable discretionary Project Approval.
Ordinances, resolutions, rules, regulations and official policies governing design,
improvement and construction standards and specifications applicable to public
improvements to be constructed by Developer shall be those in force and effect at the
time of the applicable permit approval.
6.3
Uniform Codes Applicable. Unless eJ..-pressly provided in
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Page 5 of 18
March 30. 1999
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Paragraph 5 of this Agreement, the Project shall be constructed in accordance with
the provisions of the Uniform 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 of approval of the appropriate building, grading, or
other construction permits for the Project.
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7. Subsequently Enacted Rules and Re~lations.
7.1 New Rules and ReP)llations. During the tenn 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 of this Agreement and ,vhich are not in conflict "ith
those applicable to the Property as set forth in this Agreement 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 Propeny as contemplated by this Agreement and the Project
Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies
have general applicability.
7.2 ApDroya] 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 sUG.1. new or modified
ordinances, resolutions, rules, regulations and policies except that such subsequent
actions shall be subject to any conditions, tern1S, restrictions, and requirements
eJ...pressly 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.
8. Subsequently Enacted or Revised Fees. Ac;sessments and Ta.xes.
8.1 Fees. Exactions. Dedications. CITY and DEVELOPER
agree that the fees payable and exactions required in connection with the
Dublin/Alameda Development Agreement
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Page 6 of 18
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development of the Project for purposes of mitigating environmental and other
impacts of the Project, providing infrastructure for the Project and complying ,,,ith
the Specific Plan shall be those set fonh in Ordinance No. 5.98, Resolution No. 30-
98, and the tentative parcel map (Community Development Director Resolution No.
2-98) 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 connecIion with any subsequent
discretionary approval for the Propeny, except as set fonh in Ordinance No. 5-98,
Resolution No. 30-98, and the tentative parcel map and this Agreement (induding
Exhibit B, subparagraph 5.3.5).
8.2 Revised Application Fees. Any e.xisting application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (l) such fees have general applicability; (2)
the application of such fees to the Propeny is prospecIive; and (3) the application of
such fees would not prevent development in accordance 'ivith this Agreement. By so
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
applicaIion, processing and/or inspection fees.
8.3 New Taxes. luly subsequently enacted city-wide taxes shall
apply to the Project provided that: (1) the application of such taxes to the Propeny
is prospective; and (2) the application of such taxes would not prevent development
in accordance wiu~ this Agreement. By so agreeing. DEVELOPER does not waive its
rights to challenge the legality of any such taxes.
8.4 A,>sessments. 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 propeny 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 return 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.
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9. .Amendment or Cancellation.
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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 '\\ith one or more provisions of
this Agreement or require changes in plans, maps or pemlits approved by the CITI,
the parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply'\\ith 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 by Mutual Consent. This Agreement may be
amended in writing from time to time by mutual consent of the parries hereto and in
accordance "ith the procedures of State law and Chapter 8.56.
9.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding paragraph 9.2, any amendments to this Agreement which
do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the
permitted uses of the Property as provided in paragraph 5.2; (c) provisions for
"significant" reservation or dedication ofland 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 mmrnum height or size of proposed
buildings; or (g) monetary contributions by DEVELOPER as provided in this
A.greement, shall not, except to the e)..'tent otherwise required by law, require no,-lce or
public hearing before either the Planning Conunission or the City Council before the
parties may execute an amendment hereto. CIITs Public \Vorles Director shall
determine whether a reservation or dedication is "significant".
9.4 Amendment of Project Approvals. Any amendment of
Project Approvals relating to: (a) the permitted use of the Property; (b) provision for
reservation or dedication of land; (c) conditions, terms, restrictions or requirements
for subsequent discre1;ionary actions; (d) the density or intensity of use of the Project;
(e) the mmmum height or size of proposed buildings; (f) monetary contributions by
the DEVELOPER; or (g) public improvements to be constructed by DEVELOPER
shall require an amendment of this Agreement. Such amendment shall be limited to
those provisions of this Agreement which are implicated by the amendment of the
Project Approval. .Any other amendment of the Project Approvals, or any of them,
shall not require amendment of this Agreement unless the amendment of the Project
ApproYal(s) relates spedfically to some provision of this Agreement.
Dublin/.A.lameda Development Agreement
for the -Micro Dental Project
Page 8 of 18
March 30. 1999
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9.5 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 parries or their successors in interest, in accordance \vith 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 crn".
10. Term of Project Approvals.
Pursuant to California Government Code Section 66452.6(a), the
term of the tentative map described in Recital G above shall automatically be
e..\."tended for the term of this Agreement. The term of any other Project Approval
shall be eA"tended only if so provided in Exhibit B.
11. Annual Review.
11.1 Review Date. The annual review date for this Agreement
shall be August IS, 1999 and each August IS thereafter.
11.2 Initiation of Reviev,'. The CrTYs Community
Development Director shall initiate the annual revie'i",', as required under Section
8.56.140 of Chapter 8.56, by giving to DEVELOPER thirty (30) days' 'written notice
that the crn intends to undertake such review. DEVELOPER shall provide
evidence to the Community Development Director prior t9 the hearing on the annual
revie'w, as and ,...hen reasonably detem1ined necessary by t..~e Community
Development Director, to demonstrate good faith compliance i",rith the prO\risions of
the Development Agreement. The burden of proof by substantial eiridence of
compliance is upon the DEVELOPER.
11.3 Staff Reports. To the eA"tent practical, CrTY 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 CrTY in connection
with the annual re,riew shall be paid by DEVELOPER in accordance with the City's
schedule of fees in effect at the time of review.
Dublin/Alameda Development Agreement
for the Micro Dental Project
Page 9 of 18
March 30. 1999
1'1 t7{ :5Y
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 governing
development agreements, eA-pressly including the remedy of specific performance of
this Agreement.
12.2 Notice and Cure. Upon the occurrence of an event or
default by either party, the nondefaulting party shall serve written notice of such
default upon the defaulting party. If the default is not cured by the defaulting parry
viithin thirty (30) days after service of such notice of default, the nondefaulting parry
may then commence any legal or equitable action to enforce its rights under this
Agreement; provided, however, th~t if the default cannot be cured within such thin::y
(30) day period, the nondefaulting parry shall refrain from any such legal 01; equitable
action so long as the defaulting party begins to cure such default i'lithin such thin::y
(30) day period and diligently pursues such cure to completion. Failure to give notice
shall not constitute a v\.aiver of any default.
12.3 No Dama~es A~ainst CIIT. In no event shall damages be
a".arded against CITY upon an event of default or upon termination of this
~~greennent. .
13 1:' 1 C .,....
. .......stoppe ernDcate.
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 request hereunder shall execute and return 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 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
Dublinl.AJarneda Development Agreement
for the Micro Dental Project
Page 10 of 18 .
March 30, 1999
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are true, and any party may rely on such deemed certification.
14. Mort~agee Protection: Certain Rights of Cure.
14.1 i\10rtga~ee Protection. This Agreement shall be superior
and senior to any lien placed upon the Property, or any portion thereof after the dale
of recording this Agreement, including the lien for any deed of trus~ 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 yalue,
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 i\10rtga~ee Not Obli~ated. Nomithstanding the provisions
of Section 14.1 above, no J\10rtgagee 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, perfOlTI1 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 Mortp-ap-ee and EA'tension of Rip-ht TO
Cure. If CITY receives notice from a Mortgagee req~esting a copy of any noti;e of
default given DEVELOPER hereunder and specifying the address for service thereof,
then CITY shall deliver to such Mortgagee, concurrently with service thereon to
DEVELOPER, any notic~ given to DEVELOPER with respect to any claim by CrTI'
that DEVELOPER has corrunitted an event of default. Each Mortgagee shall have
the right during the same period available to DEVELOPER to cure or remedy, or to
corrunence to cure or remedy, the event of default claimed set fonh in the CrITs
notice. CITY, through its City Manager, may o.'tend the thirty-day cure period
provided in paragraph 12.2 for not more than an additional siA'ty (60) days upon
request of DEVELOPER or a Mortgagee.
15.
Severability.
The unenforceability, invalidity or illegality of any provisions,
Dublin/Alameda Development Agreement
for the Micro Dental Project
Page 11 of 1 S
March 30, 1999
16 '7f j.cj
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
.
16. Attorneys' 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 pany
shall be entitled to reco\'er reasonable attorneys' fees and costs in addition to any
other relief to which it may otherwise be entitled. If any person or entity not a parry
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
in defending such action. DEVELOPER shall bear its OIVI1 costs of defense as a real
party in interest in any such action, and shall reimburse CITY for all reasonable coun
_ costs and attorneys' fees e:>...-pended by CITY in defense of any such action or oth~r
proceeding.
17. Transfers and Ac;;si ~ments.
17.1 DEVELOPER's Ri~ht to Ac;;sign. i>JI of DEVELOPER'S
rights, interests and obligations hereunder may be transferred, sold or assigned in
conjunction ,vith the transfer, sale, or assignment of all of the Property subject hereto .
at any time during the term of this Agreement, provided that no uansfer, sale or
assignment of DEVELOPER's rights, interests and obligations hereunder shall occur
,\ithout the prior written notice to CITY and approval by the City !\1.anager, v\'hic~1
approval shall not be unreasonably V\ithheld or delayed. The City Manager shall
consider and decide the matter within 10 days after DEVELOPER's notice, prO\ided
all necessary documents, certifications and other information are prO\ided to the City
:Manager.
17.2 Release Upon Transfer. Upon the transfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder
pursuant to subparagraph 17.1 of this Agreement, DEVELOPER shall be released
from the obligations under this Agreement, \\ith 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 e:>...-pressly assumes all of the rights, interests
and obligations of DEVELOPER under this Agreement, DEVELOPER shall be
released \\ith respect to all such rights, interests and assumed obligations. In any
event, the transferee, purchaser, or assignee shall be subject to all the provisions
Dublin/Alameda Development Agreement
for the Micro Dental Project
Page 12 of IS
March 30, 1999
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hereof and shall provide all necessary documents, certifications and other necessary
information prior to City Manager approval.
17.3 Developer's Right to Retain Specified Ri~hts or
Obli~ations. Notll\rithstanding subparagraphs 17.1 and 17.2 and paragraph 18,
DEVELOPER may withhold from a sale, transfer or assignment of this Agreement
certain rights, interests and/or obligations which DEVELOPER shall retain, prmided
that DEVELOPER specifies such rights, interests and/or obligations' in a written
document to be appended to this Agreement and recorded 'with the /\lameda Counl.Y
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 \1\rith respect to such retained rights, interests and/or obligations.
17.4 Permitted Transfer. Purchase or Ao:;signment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering
DEVELOPER'S interest in the Property shall not require City Manager appro,.a1
pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subject to the provisions of paragraph 17.1.
17.5 COUNTY's Ri~ht to Assign.
COUNTI shall not assign its rights interests or obligations
hereunder.
18. A~eement Runs ~rith 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 '\I\rith 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 Propeny hereunder, or V\rith respect. to any owned property, (a) is for
the benefit of such propenies and is a burden upon such properties, (b) runs ,,\rim
Dublin/Alameda Devdopmem Agreement
for the Micro Dental Project
Page 13 of 1 S
March 30. 1999
/Fct3;!
such propenies, and (c) is binding upon each party and each successive ovvner 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. . Bankruptcy.
The obligatfons of this Agreement shall not be dischargeable in
bankruptcy.
20. Indemnification.
DEVELOPER agrees to indemnify, defend and hold harmless CIIY,
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 propeny damage whiG.~ 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 "dth 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 CIIY, .
its contractors, subcontractors, agents or employees or ,;\.riu~ r~'"'Pect 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 (e..xcept as prmided
in an improvement agreement or maintenance bond).
COUNTY 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 COUNTY, or any actions or
inactions of COUNTY's contractors, subcontractors, agents, or employees in
connection 'with the construction, improvement, operation, or maintenance of the
Project, provided that COUNTY shall have no indemnification obligation ,,,,,ith
respect to negligence or 'Wrongful conduct of CITY, its contractors, subcontractors,
agents or employees or vd,th 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).
Dublin/Alameda Development Agreement
for the Micro Dental Project
Page 14 of 18
March 30, 1999
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21. Insurance.
21.1 Public Liability and Property Dama~e Insurance. During
the term of this Agreement, 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.
21.2 \V orkers Compensation Insurance. During the term of this
Agreement DEVELOPER shall maintain \t\Torker'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 VV orker'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 E\idence of Insurance. Prior to City Council apprO\'al of
this Agreement, DEVELOPER shall furnish CIrr satisfactory evidence of me
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 vvritten notice of the cancellation or
reduction in coverage of a policy. The insurance shall eA"tend to the CITY, its elective
and appointive boards, commissions, officers, agents, employees and represent2ti",::s
and to DEVELOPER performing work on the Project.
22. Sewer and \Vater.
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 CITY.
23. Notices.
.All notices required or prO'\ided for under this Agreement shall be in
vi'liting. Notices required to be given to CITY shall be addressed as follows:
Dublin/Alameda Development Agreement
for the Micro Dental Project
Page 15 of 18
March 30. 1999
~o at :3(
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
.
Notices required to be given to COUNTY shall be addressed as follows:
Patrick, Cashman
Project Director
Surplus Property Authority of Alameda County
225 W. VvintonAvenue, Room 151
Hayward, CA 94544
and
Adolph l\1artinelli
Director of Plarming
County of Nameda
399 Elmhurst Street
Hayward, CA 94544
Notice required to be given to DEVELOPER shall be addressed as follows: .
Andres Hites
George Hites
HHH Supply and Investment
6665 Amador Plaza Road
Dublin, CA 94568
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
o."piration of 48 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 which shall be deemed given upon verification of receipt.
24. Recitals.
The foregoing Recitals are true and correct and are made a part
hereof.
Dublin/i\lameda Development Agreement
for the Micro Dental Project
Page 16 of 18
March 30, 1999
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25. A~eement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement
of the parties.
26. Exhibits.
The folloiving 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 Properry
Exhibit B Additional Conditions
?-
_I.
Coun terpans.
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
follmving exerution by all parties.
IN WITNESS ''\THEREOF, the palLies hereto have caused this Agreement
to be executed as of the date and year first above ViTItten.
CITY OF DUBLIN:
Date:
Attest:
By:
City Clerk
Date:
Dublinl}J.arneda Development Agreement
for the Micro Dental Project
Page 17 of 18
March 30. 1999
Approved as to Form:
City Attorney
SURPLUS PROPERTY AUTHORlTI
OF AlAMEDA COUNTI:
Adolph Martinelli
Its Manager
Approved as to Form:
Attorney for Surplus Property
Authority of the County of Alameda
HHH SUPPLY.AND INVESTMENT,
, .
a general pannership
By:
General Partner
Date:
;<J- c3 :3 Y
Date:
(NOT.ARlZATION ATTACHED)
EHS:rja
J :\''I'PD\..\1J'..TR5V\'\114\12 4\A.GREE\MI eRO DA.330
DublinlAlameda Development Agreement
for the Micro Dental Project
Page 18 of 18
March 30, 1999
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;?3 cr: 3(
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State of California )
) 55.
County of Alameda )
On
before me, a Notary Public,
personally appeared
personally knOVirrl to me (or proved to me on the basis of satisfactory e,idence)
to be the person(s) ,vhose name(s) is/are subscribed to the ,vithin instrument and
acknowledged to me that he/she/they exernted the same in his/her/their
authorized capacity(ies), and that by hislher/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed
.
the insuument.
VvITNESS my hand and official seal.
NOTARY PUBLIC
.
:?51~:3Y .
EXHIBIT B
Additional Conditions
.
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subparagraph 5.3.1 -- Subsequent Discretionary Appro,'als
None.
Subparagraph 5.3.2 -- l\1itigation Conditions
Subsection a.
Infrastructure Seouencint:r Prop"ram
... --
The Infrastructure Sequencing Program for the Project is set forth below.
(i) Roads:
The project.specific road\\Tay improvementS (and offers of dedication)
described below and those identified in Planning Commission Resolution No. 99-03 .
Approving Site Development Review shall be completed by DEVELOPER to the
satisfaction of the Public "\IV orles Director at the times and in the manner specified in
Resolution No. 99-03 unless otherwise provided below or unless perforrned by others.
AIl such roadway improvements shall be constructed to the satisfaction and
requirements of CITY's Public 'IV orks Director.
A. I-580 at Santa Rita RoadfTassajara Road Eastbound Off
Ramp
Condition Nos. 23 and 24 of Resolution No. 99-03 shall be
revised to read as follows:
"The Public Vv orks Director shall
determine when the eastbound off-ramp
from I-S80 at the Santa RitatTassajara Road
ojt shall be widened and restriped to
provide one exclusive through lane and rNO
left-turn lanes (with the existing free right-
Dublin/Alameda Development Agreement
for the Micro Dental Project - Exhibit B
Page 1 of 8
March 30. 1999
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turn lane remaining). In conjunction 'with
this improvement, the traffic signal shall be
modified to provide protected left-turn
phasing on the east and west legs (removing
the existing split phasing). The Public
\Vorks Director shall also determine when
the westbound approach on Pimlico Drive
will need to provide a second left turn lane.
VVithin one year of notification by the
Public \Vorks Director, unless otherwise
constructed by others and provided consent
from Caltrans and the City of Pleasanton, if
necessary, has been obtained, COUNTI
shall design and construct these
improvements to the satisfaction of the
Public \Varks Director ",dth input from the
City of Pleasanton where applicable. To the
e),."tent practical, the notice shall be timed so
that the 'work shall be completed
immediately prior to the point where Level
of Service E occurs."
B. Miscellaneous
The obligation of subsection (A) above shall be of no force or
effect until DEVELOPER obtains the first building permit for the Project. Once
effective, such obligation shall sunrive termination of this Agreement.
Vvithin sb.:ty (60) days of the Effective Date, COUNTY shall
prO'\ride CITY ~rith security for the costs of design and construction of the
improvements described in subsection (A) above in an amount satisfactory to the
Public \V orks Director. The security may consist of a document, satisfactory to the
City Attorney, pledging COUNTY'S existing credits against payment of the traffic
impact fees as security. The security required by the preceding sentences is not a
substitute for the Improvement Agreement and bonds required by Subparagraph
5.3.2, subsection (b) (ii) and (iii) below.
DublinlPJameda Development Agreement
for the Micro Dental Project ~ Exhibit B
Page 2 of 8
March 30, 1999
;2.6 4 3 Y
DEVELOPER and COUNTY shall be responsible for uansitioning
e..tisting improvements to match improvements required by this Agreement, induding
dedications, to the satisfaction of the CITY's Public "Vorles Director.
.
(ii) Sewer
}J1 sanitary sewer improvements to serve the project site (or any
recorded phase of the Project) shall be completed in accordance vlith the tentathre
subdivision map and DSRSD requirements.
(iii) Water
.An all weather roadway and an approved hydrant and water supply
system shall be available and in service at the site in accordance Vi'ith the tentatiye
subdivision map to the satisfaction and requirements of the elrrs fire depanment.
Nl potable v,'ater system components to serve the project site (or any
recorded phase of the Project) shall be completed in accordance viith the tentative
subdivision map and DSRSD requirements.
Recycled ,\l\.ater lines shall be installed in accordance ,vith the tentative .
subdivision map.
(iv) Storm Drainage
Prior to issuance of the first Certificate of Occupancy for any building
,,-hich is part of the Project, the storm drainage systems off site, as well a~ on site
drainage systems to the areas to be occupied, shall be improved to the satisfaction
and requirements of the Dublin Public Vvorks Department applying CITYs and Zone
7 (Alameda County Flood Control and Water Conservation District, Zone 7)
standards and policies which are in force and effect at the time of issuance of the
permit for the proposed improvements and shall be consistent with the Drainage
Plan. The site shall also be protected from storm flow from off site and shall have
erosion control measures in place to protect downstream facilities and properties from
erosion and unclean storm water consistent vvith the Drainage Plan. As used herein,
"Drainage Plan" shall refer to CITY's master drainage plan.
Dublin/.A.lameda Development .'\,oreement
for the Micro Dental Project. Exhibit B
Page 3 of 8
March 30. 1999
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~I}ct 31
(v) Other Utilities (e.g. gas. electricity. cable televisions. telephone)
Construction shall be complete by phase prior to issuance of the first
Certificate of Occupancy for any building within that specific phase of occupancy.
Subsection b.
Miscellaneous
(i) Completion-May be Deferred.
Notwithstanding the foregoing, CITY's Public ,Vorks Director may, in
his or her sole discretion and upon receipt of documentation in a form satisfactory to
the Public "Vorks Director that assures completion, allow DEVELOPER or COUNTY
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 '\-Vorks Director determines that to do so would not
jeopardize the public health, safety or i"i'elfare.
(ii) Improvement Agreement
Prior to consuucting the Improvements described in Subparagraph
5.3.2(a)(i) above, COUNTY (or its assignee) shall submit plans and specifications to
CITY's Public V" orks Director for review and approval and shall enter into an
improvement agreement i'\'ith CITY for construction and dedication of the public
facilities. lvl such improvements shall be construcred in accorda...."1ce i'\ith Chis
standards and policies which are in force and effect at the time of issuance of the
permit for the proposed improvements.
(iii) Bonds
Prior to execution of the Improvement Agreement, COUNTY (or its
assignee) shall provide a cash monwnent bond, a performance bond and labor and
materials bond or other adequate security to insure that the Improvements described
in Subparagraph 5.3.2(a)(i) above will be constructed prior to the times specified
above. The performance bond or other security shall be in an amount equal to 100%
of the engineer's estimate of the cost to construct the improvements (induding
design, engineering, administration, and inspection) and the labor and materials bond
shall be in an amount equal to 50% of the engineer's estimate. The bonds shall be
written by a surety licensed to conduct business in the State of California and
approved by CITIs City Manager.
Dublirv'}Jameda Development Agreement
for the Micro Dental Project - Exhibit B
Page 4 of 8
March 30. 1999
.~ g cD :3 Y .
(iv) Right to Construct Additional Road Improvements
.
Vvith the prior written consent of CITY's Public ,,yorks Director,
COUNTY or DEVELOPER may construct roadway improvements which are not
described in this Exhibit B if such improvements are described in the resolution
establishing the Eastern Dublin Traffic Impact Fee and if such improvements are
constructed in their ultimate location.
COUNTY (or its assignee) shall be required to enter into an
Improvement Agreement and provide bonds for such improvements, as provided in
Subsection (b )(ii) and (iii) above, prior to construction. CITY shall provide a credit
to COUNTY for the cost of such improvements in the manner a...T1d subject to tlle
conditions provided in Subparagraph 5.3.6, Subs~ctions (a), (b) and (c).
Subparagraph 5.3.3 -- Phasing. Timing
"'-lith the exception of the road improvements described i:
5.3.2(a)(i) this Agreement contains no requirements that DEV
or complete development of the Project within any period of Ii
the intention of this provision that DEVELOPER be able to dE
accordance vvith its own time schedules and the Project Approy ~.
3ubparagr~ . ~
:~OPER mt.:
~ set by C1
lop the Pr:
:. initiate
Y. It is
envin
...
.
Subparagraph 5.3.4 -- Financing Plan
COUNTY'I\'i11 install all street improvements necessary for ::::: Project at :~: own
cost (subject to credits for certain irnproyements as prO\'ided in ~ _~'?aragra;. ~:3.6
below).
Other infrastructure necessary to F :-D\ide sewer, potable w: '-
water services to the Project will be mac::: 2\.ailable by the Dut
Services District. COUNTY has entere: ~:-'.:a an "Area ''\Tide F.
with the Dublin San Ramon Services D: .:t to pay for the co~
services to the Project. Such services sr"(: provided as set fa:'
5.3.2(a)(ii) and (iii) above.
mdre.:-
_:1 Ram.
, ~s Agree
:-:tendin -
Subpar.
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c't"
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.
Dublin/Alameda Development Agreement
for the Micro Dental Project - Exhibit B
Mar;
5 of 8
1999
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.
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,(' .., 1/
"J ""/~ ~' ./ 1
(7' '-'I.)
Subparagraph 5.3.5 -- Fees. Dedications
Subsection 3.
Traffic Impact Fees.
DEVELOPER shall pay all traffic impact fees applicable to the Project
. which are in effect at the time of issuance of any building permit for the Project.
Such fees inc;lude the Eastern Dublin Traffic Impact Fee ("TIFt>) established by
Resolution No. 41.96, induding any future amendments to such fee. DEVELOPER
'i'iill pay such fees no later than the time of issuance of building permits and in the
then-current amount of the impact fee.
DEVELOPER, COUNTY and CITY ackno'ivledge that COUNTY is entitled
to certain credits ("1991 Credits") against payment of the Traffic Impact Fee for
Eastern Dublin by separate agreements previously entered into between COUNTY
and CITY in 1991. COUNTI is also entitled to certain other credits ("Prior
Agreement Credits") against payment of the Traffic Impact Fee for Eastern Dublin by
other development agreements entered into between COUNTY and CITY.
COUNTY agrees that, notvdthstanding its entitlement to such 1991 Credits, its
1991 Credits cannot be applied against payment of the "Seaion 2" ponion of the
Traffic Impact Fee for Eastern Dublin for the Project. DEVELOPER and/or
COUNTY (and its assignee) will, rather, pay the "Section 2" portion of the fee in
cash.
COUNTY further agrees that it (and its assignee) "ill use the 1991 Credit.s
and/or Prior Agreement Credits against at least one-half (lh) of the "Section 1"
ponion of the Traffic Impact Fee for Eastern Dublin for the Project provided that it
has sufficient such credits. CITI shall determine which of the 1991 Credits and/or
Prior Agreement Credits shall be used pursuant to this paragraph.
Notwithstanding anything herein to the contrary, DEVELOPER funher
agrees that it will pay at least seven percent (7%) of the "Section 1" portion of the
Traffic Impact Fee for Eastern Dublin in cash.
Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Free,,"ay
Interchanges.
DEVELOPER shall pay the Eastern Dublin 1-580 Interchange Fee
established by City of Dublin Resolution No. 11-96 as amended by Resolution No.
155-98 and by any subsequent resolution which revises such Fee. DEVELOPER'i'\'ill
Dublin/Alameda Development Agreement
for the Micro Dental Project. Exhibit B
Page 6 of 8
March 30, 1999
. -p ~u'
3D ~ ../ /
pay such fees no later than the time of issuance of building permits and in the then-
current amount of the impact fee.
.
Subsection c.
Public Facilities Fees.
DEVELOPER shall pay a Public Facilities Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 32-96, adopted by the City Council
on March 26, 1996, or in the amounts and at the times set forth in any resolution
revising the amount of the Public Facilities Fee. DEVELOPER will pay such fees no
later than the time of issuance of building permits and in the then-current amount of
the impact fee.
Subsection d. Noise Mitigation Fee.
DEVELOPER shall pay a Noise Mitigation Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council
on March 26, 1996, and any amendments thereto. DEVELOPER 'will pay such fees
no later than the time of issuance of building permits and in the then-current amount
of the impact fee.
Subsection e.
School Impact Fees.
.
School impact fees shall be paid by DEVELOPER in accordance with
Government Code section 53080 and the rnsting agreement ben1'\reen CO UNIT, 2.$
DEVELOPER's predecessor in interest, and the Dublin Unified School District.
Subsection f.
Fire Impact Fees.
DEVELOPER shall pay a fire facilities fee in the amounts and at the times
set forth in City of Dublin Resolution No. 37-97 or any subsequent resolution v\rhich
revises such fee. DEVELOPER will pay such fees no later than the time of issuance of
building permits and in the then-current amount of the impact fee.
Subsection g.
Tn-VaIIey 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 then-current amount of
Dublin/Alameda Development Agreement
for the Micro Dental Project - Exhibit B
Page 7 of 8
March 30, 1999
.
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3/ c6 :3!
the impact fee.
Subparagraph 5.3.6 ~~ Credit
All aspects of use of credits shall be governed by CI1Ys Administrative
Guidelines governing traffic fee credits and reimbursements (Resolution No. 23-99.)
Subparagraph 5.3. 7" ~~ ~1isceIIaneous
Subsection a.
Landscaping ~1aintenance Along Streets and Creek
CITI' has formed a landscape maintenance district knmvn as the
"Landscape !\1aintenance Assessment District No. 97-1 (Santa Rita .Area)" pursuant
to a petition from DEVELOPER, and imposed an assessment against the Propeny to
pay for street and creek landscape maintenance. In addition, on September 24, 1996,
COUNTY recorded a Declaration of Covenants, Conditions and Restrictions v,.hich
covers the Propeny, whereby COUNTY, on behalf of itself and its successors, has
covenanted to pay a "Deed i\ssessment" to CITY for maintenance of street and creek
landscaping.
J :\\VPD\MNRSVV\114\124\'\GREE\MICROEXB.330
EHS:rja
Dublinl.A.lameda Development Agreement
for the Micro Dent.al Project - Exhibit B
Page 8 of 8
March 30, 1999
9). ~ 'Jr
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF DUBLIN,
HHH SUPPLY AND INVESTMENT (P A 98-055) and
ALAMEDA COUNTY SURPLUS PROPERTY AUTHORITY
FOR MICRO DENTAL LABORATORIES
.
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLO'VS:
Section 1.
RECITALS
A. The proposed Microdental Laboratories Project (P A 98-055) is located within the
boundaries of the Eastern Dublin Specific Plan ("Specific Plan") in an area which is designated on the
General Plan Land Use Element Map and Eastern Dublin Specific Plan Land Use Map as Industrial (I)
and Campus Office (CO) uses.
B. This project is within the scope of the Eastern Dublin Specific Plan and General Plan
Amendment, for which a Program EIR was certified (SCH 91103064). A Mitigated Negative Declaration
(SCH 86082092) has been approved for the Santa Rita Specific Plan Amendment of which this project is
a part. That Mitigated Negative Declaration together with the Program ErR adequately describes the total
project for the purposes ofCEQA. The analysis indicated that no new effects could occur and no new
mitigation measures would be required for the Microdental Laboratories Project that were not addressed .
in the FEIR or 1\1itigated Negative Declaration. Further, that analysis found that the project is in
conformity with the Eastern Dublin Specific Plan.
C. Implementing actions of the Specific Plan, including Chapter 11 thereof, require that all
projects within the Specific Plan area enter into development agreements with the City.
D. HHH Supply and Investment has filed an application requesting approval of a development
agreement for the Microdental Laboratories project.
E. A Development Agreement between the City of Dublin, HHH Supply and Investment, and
Alameda County Surplus Property Authority has been presented to the City Council, a copy of which is
attached to the Staff Report as Attachment 1.
F. A public hearing on the proposed Development Agreement was held before the Planning
Commission on April 13, 1999, for which public notice was given as provided by law.
G. The Planning Commission has made its recommendation to the City Council for approval
of the Development Agreement.
H. A public hearing on the proposed Development Agreement was held before the City .
Council on April 20, 1999, for which public notice was given as provided by law.
ATTACHMENT 2
3:3 ~ 3<1
J. The City Council has considered the recommendation of the Planning Commission at the
April 20, 1999 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 determines that:
1. The Development Agreement 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 is Industrial (I) and Campus Office (CO) uses and the proposed project is an office
development 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 of infrastructure and public services, and (c)
the Development Agreement includes provisions relating to financing, construction and maintenance of
public facilities, and similar provisions set forth in the Specific Plan.
? The Development Agreement is compatible with the uses authorized in, and the regulations
prescribed for, the land use district in which the real property is located in that the project approvals
include a Planned Development Rezoning and Site Design Review adopted specifically for the
. Microdental Laboratories Project.
3. The Development Agreement is in conformity with public convenience, general welfare
and good land use policies in that the MicrodentaI Laboratories Project will implement land use guidelines
set forth in the Specific Plan and the General Plan which have planned for office uses at this location.
4. The Development Agreement will not be detrimental to the health, safety and general
welfare in that the project will proceed in accordance with all the programs and policies of the Eastern
Dublin Specific Plan.
S. 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 and with
the Specific Plan.
Section 3. APPROVAL
The City Council hereby approves the Development Agreement (Attachment 1 to the Staff Report)
and authorizes the Mayor to sign it.
Section 4. RECORDATION
. Within ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk
shall submit the Agreement to the County Recorder for recordation.
3;/ 03 :31
Section S. 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 ofthe City of Dublin, on this _ day of May,
1999, by the following votes:
AYES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
CITY CLERK
G:PA 98-063 Ord DA
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