HomeMy WebLinkAbout04-042 Sorrento East at Dubln Rnch Development Agrmt
AGENDA STATEMENT
PLANNING COMMISSION MEETING DATI:: August 28, 2007
PUBLIC HEARING: P A 04-042, De'felopment Agreement for Sorrento
East at Dublin Ranch (Dublin Rand Area F East) between the City of
Dublin and "SR Structured Lot Option; I, LLC" submitted by Toll Brothers
Inc. for approximately 71.227 acres
Repori Prepared by Mike Porto, Consz,lting Planner
SUBJECT:
ATTACHMENTS:
RECOMMENDATION:
\ ;1
PROJECT DESCRIPTION:
Resolution recommending the City Council adopt an Ordinance
approving a Development Agre ~ment between the City of Dublin and
SR Structured Lot Options I, LtC, with the Draft Ordinance as
Exhibit A and the Development Agreement as Attachment 1 to
Exhibit A.
1)
Open the public hearing;
Receive Staff presentation and take testimony from the Applicant
and the Public;
Close the Public Hearing and deliberate; and
Adopt the Resolution (Attac lment 1) recommending the City
Council adopt an Ordinance approving a Development Agreement
between the City of Dublin and SR Structured Lot Options I, LLC
(Exhibit A of Attachment I).
1)
2)
3)
4)
The project subject to the currently proposed
Development Agreement is Sorrento East at Dublin
Ranch (Dublin Ranch Area F Eastl. The parties to the
proposed Development Agreement are the City of Dublin
and SR Structured Lot Options I, LLC. Sorrento East at
Dublin Ranch is an area of approximately 71.227 acres.
It is proposed to be developed with 694 units in five
neighborhoods (Neighborhoods 6 through 10) along with
a 5.2 acre Neighborhood Park, 18.0 acre Elementary
School site, private recreati,)n areas, public
improvements, and an open space corridor/multi-use trail
system.
In September 2005, the Planning Commission was
presented with the project known 8S Sorrento at Dublin
Ranch Area F East and Area F We,t (P A 04-042) south
of Gleason Drive. The 124.8 lcre combined area
generally is located south of the extension of Gleason
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Page I of6
GIPA#\200JIOJ-M2 Toll Area F", BiDA Eas/ISorrentoEas/-drafiPCSR_DA.doc
ITEM NO.
Drive, north of the extension of Central Parkway, east of the extension of Brannigan Street, and west of
the extension of Lockhart Street and proposed community sportspark. Area F East (approximately 71.227
acres) and Area F West (approximately 36.4 acres) are separated by the extension of Grafton Street.
A total of 1,112 units of Medium Density residential use was approved for all ten Neighborhoods (1
through 10) within the combined area under P A 04-042. Residental density for the 10 neighborhoods
combined was approved at 10.58 dwelling units per acre. The 694 units approved for Sorrento East at
Dublin Ranch are included in Neighborhoods 6 through 10 between Grafton Street and Lockhart Street as
shown on the vicinity map above. A Development Agreement for the 418-unit Sorrento West at Dublin
Ranch, which includes Neighborhoods I through 5, was approved by the City Council on January 17,
2006 (Ordinance 2-06). Sorrento West at Dublin Ranch is currently nnder construction.
The project site (Sorrento East) is presently vacant, with rolling hiJls of non-native grass and barren of
trees. Formerly it was used for dry land farming and livestock grazng. Rough grading occurred in July
of 2005. As with most of the land in eastern Dublin, the project sit!: slopes from the north and northeast
to the south and southwest with a grade differential or change in topographic elevation from the northerly
boundary to the southerly boundary. The proposed extension of Grafton Street, beginning at the
northwest comer of Area FEast, faJls approximately 65 feet from Cleason Drive on the north to Central
Parkway on the south.
The design concept proposed by the Applicant is reflective of an Itdian hill town where the architecture
and structures conform to the contours of the hillside. The proposed configuration creates opportunities
for minimizing the necessity for overgrading and extensive use ofret.lining walls.
Sorrento East at Dublin Ranch generally is proposed to be developed as follows:
Table 1: land Use Summary ,- Sorrento East at Dublin Ranch (Area FEast)
Land Use Desianation Gross Acres No. of Units
Area FEast Between Grafton Street and Lockhart Street:
M Medium Density Residential 56.027 ac 694 du
NP Neiohborhood Park 5.2 ac N/A
ES Elementarv School Site 10,0 ac N/A
Area FEast Subtotal 71.227 ac 694 du
BACKGROUND:
The area within the Sorrento East has been included in two prior Development Agreements. The Master
Development Agreement between the City and the Lin Family (property owner) for the Dublin Ranch
Project (Areas A, B, C, D, E, F, G & H) was approved by the City Council on June 29, 1999. A
Supplemental Development Agreement between the City and the lin Family for Dublin Ranch Project
(Areas F, G & H) was approved by the City Council on April 18, 2000.
Planning actions that preceded the Stage 2 Planned Development Plall, SDR and Tentative Map approvals
included the following:
P A 98-038, adopted in February :WOO, by City Council under Ordinance No. 6-00, provided early
planning for Area F in terms of zoning and land use. Current approvals for the development of Area F
began with PA 01-037 presented to the Planning Commission and City Council in March and April 2004.
PA 01-037, included: I) a number of land use changes under the General Plan and Eastern Dublin
Specific Plan; 2) new Stage I Planned Development (PD) zoning for the entire 285.4 acres within Area F
(including the area north of Gleason Drive); and 3) a number of actions related to Neighborhoods FI &
F2 in Area F North (both north of Gleason Drive).
Page 2 of6
The most recent approvals applicable to the project and proposed Development Agreement are shown in
the Table 2 below:
Table 2:
Recent Approvals - Sorrento East at Dublin Ranch (Area FEast)
Resolutionl Date Authority Item
Ordinance
Recommending City Council approval of Stage 1
Reso. No. Planning Planned Development Zoning amendment to PA 01-037
05-51 13-Sep-2005 Commission and Stage 2 Planned Development Zoning for Sorrento
at Dublin Ranch Area FEast & Area F West (PA 04-
042)
Recommending City Council approval of Site
Development Review (SDR) for Sorrento at Dublin
Reso. No. Planning Ranch Area FEast & Area F West (south of Gleason
05-52 13-Sep-2005 Commission Drive), Master Vestin~1 Tentative Tract Maps 7641 &
7651, and ten Neighborhood Vesting Tentative Tract
Maps 7642, 7643, 7644, 7645, 7646, 7652, 7653, 7654,
7655 & 7656 (PA04-042)
Introduction and first reading of Ordinance approving
Ordinance 20-Sep-2005 City Council the amendment to PA 01-037, Stage 2 Planned
No. 24-05 Development Zoning for Sorrento at Dublin Ranch Area
FEast & Area F West (PA04-042)
Second reading of Ordinance approving the
Ordinance 04-0ct-2005 City Council amendment to PA 01-037, Stage 2 Planned
No, 24-05 Development Zoning for Sorrento at Dublin Ranch Area
FEast & Area F West (PA04-042)
ANALYSIS:
Projects within the Eastern Dublin Specific Plan (EDSP) require a Development Agreement between the
Developer and the City. California Government Code ~~ 65864 et seq. and Chapter 8.56 of the Dublin
Municipal Code (hereafter "Chapter 8.56") authorize the City 1:> 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 obtain certain commitments and establish certain developill<~nt rights for the property. The
Development Agreement must be approved prior to recordation of the final Tract Map and issuance of
building permits for the development of the property.
Development Agreements are approved by an ordinance of the City Council upon recommendation by the
Planning Commission. A Development Agreement for Sorrento East at Dublin Ranch (Dublin Ranch
Area F East) was not included in the items presented to the Planning Commission or the City Council at
the time of the public hearing for the requested project approvals Attachment I is a draft Planning
Commission Resolution recommending City Council approval of the proposed Development Agreement.
The proposed Development Agreement (Attachment I to Exhibit A) was drafted with input from City
Staff, the project Applicant, property owner, and the City Attorney based on the standard Development
Agreement prepared by the City Attorney and adopted by the City C:mncil for projects located within the
Eastern Dublin Specific 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 period of five years. The City also benefits from entering
into the Development Agreement with the property owner. This document is a contract that establishes
obligations for meeting the goals of the Eastern Dublin Specific Plan and guarantees timing for
construction of public infrastructure and facilities for the project area. Additionally, it ensures that
dedications of property and easements are made, project phasing is followed, the appropriate fees are paid
for the development, and any additional terms of the agreement are (:arried out as development proceeds.
The proposed Development Agreem.:;nt also would be consistert with the preceding development
agreements.
Page 3 of6
In return, the Developer agrees to comply with the Conditions of Approval and, in some cases, make
commitments for which the City might otherwise have no authority to compel the Developers to perform.
Specifically, the Development Agreement augments the City's standlrd development regulations; defines
the precise financial responsibilities of the developer; ensures timely provision of adequate public
facilities for each project; and provides terms for the Developer to advance funds for specific facilities
which have community or area-wide benefit or for reimbursement from future development, as
appropriate. Since the Development Agreement runs with the land, the rights thereunder can be assigned.
Specifically, Section 17 of the Development Agreement would del'~gate authority for approval of such
requests for transfer or assignment to the City Manager.
If the Planning Commission adopts the Resolution at this meeting which recommends approval of the
proposed Development Agreement between the City of Dublin and Regent Land Investment LLC, it is
anticipated that the draft Ordinance (Exhibit A to Attachment I) would be presented to the City Council
in September 2007.
There is one unique feature to this Development Agreement. To emure that the neighborhood recreation
complexes would be operating when a majority of residents occupied their units, a condition was placed
on the project that the second recreation complex (the one in Sorrento East) was to be "completed and
open prior to the occupancy permit for the 400th unit within Tracts 7652 - 7656 (Neighborhoods 6-10)
(See Item (iv), Page 4 of 7 of Exhibit A [Draft Ordinance] of Attachment I [Planning Commission
Resolution Recommending City Council approval], Exhibit A [Development Agreement]). However,
Neighborhood 10 is the only Neighborhood that has its own recreation facility, including swimming pool
and it is also the farthest removed fi'om the Sorrento East Recreation Complex. It was not appropriate to
hold up building and occupancy permits when all the recreation amenities are included within
Neighborhood 10. This Development Agreement modifies that condition and allows the City to issue
building permits within Neighborhood 10 before the complete application for the Sorrento East
Recreation Complex is submitted for building plan check.
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So Tento East
Recreation Complex
Neighborhood 10
Re :reation Center
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Page 4 of6
ENVIRONMENTAL REVIEW:
In 1993, the City Council certified 1m Environmental Impact Report (EIR) for the Dublin's General Plan
Eastern Extended Planning Area and the Eastern Dublin Specific Plan area, including revisions to Part I
of the Responses to Comments relating to the Kit Fox, Addendum to the DEIR dated May 4, 1993, and a
DKS Associates Traffic Study dated December 15, 1992 (SCH#91103064); collectively these documents
comprise the "Eastern Dublin EIR." The Eastern Dublin EIR is a program EIR, which anticipated
numerous subsequent actions related to future development; it also icentified some impacts resulting from
implementation that could not be mitigated. Upon certification of the EIR, the City adopted a statement
of overriding considerations for such impacts and a mitigation-monitoring program.
In 1997, the City Council approved a Negative Declaration (Resolution 140-97) which addressed an area
of approximately 453 acres in Dublin Ranch Areas B through E, ilcluding a variety of residential and
non-residential uses, as well as a community park of approximately 42 acres. For the portions of the
project within Area F, the City approved a Mitigated Negative DechLration on February 15,2000 through
Resolution 34-00 which included approximately 147 acres from other areas within Dublin Ranch, and
proposed to relocate the residential and commercial uses of the proposed Village Center south to Dublin
Ranch Area G.
On March 16,2004, an EIR Addendum was certified by City Coundl Resolution No. 43-04 pursuant to
CEQA Guidelines Section 15164. The Addendum related to PA 01-037 addressed the following: a)
General Plan Land Use Amendment; b) Eastern Area Specific Plm amendment; c) Vesting Tentative
Tract Map Nos. 7281, 7282, and 7283; and d) the Site Development Review proposed. The Addendum
also included an updated traffic study. At that time it was determined that the project would cause no
environmental impacts beyond those previously identified in the Eastern Dublin EIR, the Negative
Declaration approved in 1997, and the subsequent Mitigated Negative Declaration approved in 2000.
Also, in conjunction with the Addendum prepared in 2004, the propfrty owner has since obtained permits
from state and federal agencies for alteration of wetlands and has implemented related offsite mitigation.
A determination has been made for the project proposed under application P A 04-042 that it has been
adequately addressed in the 2004 EIR Addendum and would cause no environmental impacts beyond
those previously identified and addressed..
CONCLUSION:
The Development Agreement will implement the provisions of the Planned Development zoning for
Sorrento East at Dublin Ranch (Dublin Ranch Area F East), the Stage 2 Development Plan, and
Conditions of Approval of Master Vesting Tentative Tract Map 7651 and the five neighborhood Vesting
Tentative Tract Maps previously approved (Nos. 7652, 7653, 7654, 7655 & 7656). It also is consistent
with the terms and conditions established in the preceding Development Agreements associated with this
property and updates certain provisions, as needed, based on the mos: current project approvals.
RECOMMENDATION:
Staff recommends that the Planning Commission: (I) Open the public hearing; (2) Receive Staff
presentation and take testimony from the Applicant and the Public; (~,) Close the Public Hearing and
deliberate; and (4) Adopt the Resolution (Attachment I) recommending the City Council adopt an
Ordinance approving a Development Agreement between the City of Dublin and SR Structured Lot
Options I, LLC (Exhibit A of Attachment I).
Page 5 of6
GENERAL INFORMATION:
APPLICANT:
Joseph J. Lucas
SR Structured Lot Opticns I, LLC,
a Delaware limited liability company
3600 South Lake Drive
St. Francis, Wisconsin 53231
Attn: Davi S. Koya
PROPERTY OWNER:
Chang Su-O Lin, et. ai.
4690 Chabot Drive, Sui1e 100
Pleasanton, CA 94588
REPRESENTATIVE:
James Tong
7707 Koll Center Parkway, Suite 120
Pleasanton, CA 94566
LOCATION:
North of Central Parkway, south of the proposed extension
of Gleason Drive, east of the proposed extension of Grafton
Street, and west of the proposed extension of Lockhart Street
APNs: 985-0054-003 &; 985-0053-003
EXISTING ZONING:
PD Medium Density Residential, PD Neighborhood Park,
PD Elementary School
GENERAL PLAN/SPECIFIC
PLAN LAND USE
DESIGNATION:
Medium Density Residential, Neighborhood Park,
Elementary School
PUBLIC NOTIFICATION:
In accordance with State law, a public notice was mailed to all propeJ1y owners and occupants within 300
feet of the proposed project, to adveJ1ise the project and the upcomin,~ public hearing. A public notice
was also published in the Tri-Valley Herald and posted at severallocltions throughout the City.
Page 6 of6
RESOLUTION NO. 07 -XX
A RESOLUTION OF THE PLANNING COMMISSION
OF THE CITY OF DUBLIN
RECOMMENDING THAT THE CITY COUNCIL ADOPT
AN ORDINANCE APPROVING DEVELOPMENT AGREEMENT FOR
SORRENTO EAST AT DUBLIN RANCH (DUBLIN RANCH AREA FEAST)
P A 04-042
WHEREAS, a request has been made by Chang Su-O Lin, Hong Lien Yao Lin, and Hong Lien
Yao Lin (the "Lins") ("Applicant") for approval of a Development Agreement for the property known as
Sorrento East at Dublin Ranch (Dublin Ranch Area F East), an area of approximately 80 acres (PA 04-
042); and
WHEREAS, said Applicants are principals of Regent Land Ir.vestment LLC, a Delaware limited
liability corporation ("Developer") and party to the Development Agreement; and
WHEREAS, Development Agreements are required as an implementing measure of the Eastern
Dublin Specific Plan; and
WHEREAS, the project site is in Eastern Dublin for which tre City adopted the 1993 Eastern
Dublin General Plan Amendment and Specific Plan to provide a comprehensive planning framework for
future development of the area. In connection with this approval, the City certified a program EIR
pursuant to CEQA Guidelines section 15168 (SCH No. 91103064, Resolution 51-93, and Addendum
dated August 22, 1994, hereafter "Eastern Dublin EIR" or "program FIR") that is available for review in
the City Planning Department and is incorporated herein by reference. The program EIR was integral to
the planning process and examined the direct and indirect effects, cumulative impacts, broad policy
alternatives, and area-wide mitigation measures for developing Eastem Dublin; and
WHEREAS, the program E1R also identified some impacts resulting from implementation that
could not be mitigated, and the City adopted a statement of overriding considerations for such impacts.
The City also adopted a mitigation-monitoring program, which incluc.ed a series of measures intended
to reduce impacts from the implementation of the plan; and
WHEREAS, in 1997, the City Council approved a Negative Declaration (Resolution 140-97)
which addressed an area of approximately 453 acres in Dublin Ranch Areas B through E, including a
variety of residential and non-residential uses, as well as a communit;T park of approximately 42 acres
which became portions of Dublin Ranch Area F; and
WHEREAS, for the portions of the project within Area F, thE City Council approved a Mitigated
Negative Declaration on February 15, 2000 (Resolution 34-00) which included approximately 147 acres
from other areas within Dublin Ranch; and
WHEREAS, on March 16, 2004, an EIR Addendum was certified by the City Council (Resolution
No. 43-04) pursuant to CEQA GuidE:Jines Section 15164 related to Pi\. 01-037; and
WHEREAS, a determination has been made for the projec1 proposed under application PA 04-
042 that it has been adequately addressed in the 2004 EIR Addendum and would cause no environmental
impacts beyond tt.0se previously identified and addressed; and
1
ATTACHMENT 1
WHEREAS, the previously adopted mitigation monitoring p~ogram and all adopted supplemental
mitigation measures continue to apply to the project area; and
WHEREAS, the text of the Draft Development Agreement is attached to this resolution as Exhibit
A to the Ordinance; and
WHEREAS, the Planning Commission did hold a public healing on said application on August
28,2007; and
WHEREAS, proper notice of said public hearing was given i:1 all respects as required by law; and
WHEREAS, the Staff RepOlt was submitted recommending that the Planning Commission
recommend that the City Council approve the Development Agreement; and
WHEREAS, the Planning Commission did hear and use their independent judgment and
considered all said reports, recommendations, and testimony hereinabove set forth.
NOW, THEREFORE, BE IT RESOLVED THAT the City of Dublin Planning Commission
does hereby make the following findings and determinations regarding said proposed Development
Agreement:
I. Said Agreement is consistent with the objectives, policies, general land uses and programs
specified in the Eastern Dublin Specific Plan/General Plan in that: a) the Eastern Dublin Specific
Plan/General Plan land use designation for the subject site is proposed to be Planned Development and
that the Developer's project is consistent with that designation; b) the project is consistent with the fiscal
policies in relation to provision of infrastructure and public services (fthe City's Eastern Dublin Specific
Plan/General Plan; c) the Agreement sets forth the rules the Developn and City will be governed by
during the development process which is required by the Eastern Dublin Specific Plan and the Mitigation
Monitoring Program of the Eastern Dublin Specific Plan.
2. Said Agreement is compatible with the uses authorize(l in, and the regulations prescribed
for, the land use districts in which the real property is located in that the project approvals include a
Planned Development Rezone and Site Development Review.
3. Said Agreement is in conformity with public convenience, general welfare and good land
use practice in that the Developer's project will implement land use guidelines set forth in the Eastern
Dublin Specific Plan/General Plan, as proposed.
4. Said Agreement will not be detrimental to the health, !;afety and general welfare in that the
development will proceed in accordance with the Agreement and any Conditions of Approval for the
Project.
5. Said Agreement will not adversely affect the orderly development of the property or the
preservation of property values in that the development will be consi!tent with the City of Dublin Eastern
Dublin Specific Plan/General Plan.
Page 2 of3
NOW, THEREFORE, BE IT FURTHER RESOLVED THAT the City of Dublin Planning
Commission does hereby recommend that the City Council approve the Development Agreement between
Regent Land Investment LLC and the City of Dublin for the Developer's project (P A 04-042).
PASSED, APPROVED AND ADOPTED this 28th day of August of2007.
AYES:
NOES:
ABSENT:
ABSTAIN:
Planning Commission Chairperson
ATTEST:
Planning Manager
G:IPA#12004\04-042 Toll Area F & BIDA Eas/ISorrelltoEas/-draftPCReso-DA,doc
Page 3 of3
ORDINANCE NO. XX - 07
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
*****************************
APPROVING THE DEVELOPMENT AGREEMENT FOR
PA 04-042 SORRENTO EAST AT DUBLIN RANCH (DUBUN RANCH AREA FEAST)
BETWEEN THE CTY OF DUBLIN AND REGENT LAND INVESTMENT LLC
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS:
Section I.
RECITALS
A. The proposed project known as Sorrento East at Dublill Ranch (Dublin Ranch Area FEast)
is located within the boundaries of the Eastern Dublin Specific Plan, and was included in a group of
approvals for Planned Development under P A 04-042.
B. Pursuant to the California Environmental Quality Act (CEQA), CEQA Guidelines Section
15168, the Developer's project is within the scope of the Final Eavironmental Impact Report for the
Eastern Dublin General Plan Amendment and Specific Plan, which was certified by the City Council by
Resolution No. 51-93, the Addenda dated May 4, 1993 and August 22, 1994 (hereafter "Eastern Dublin
EIR" or "program EIR") (SCH911 03064). The Program EIR was integral to the City Planning
Department and is incorporated herein by reference. The program EIR was integral to the planning
process and examined the direct and indirect effects, cumulative impacts, broad policy alternatives, and
area wide mitigation measures for developing Eastern Dublin. In connection with project PA 01-037 for
Dublin Ranch Area F, the City Council certified an EIR Addendum (Resolution No. 43-04) that is
available for review in the planning department and is incorporated herein by reference. In connection
with project PA 04-042 Sorrento at Dublin Ranch Area F West alld Area F East and consistent with
CEQA and the CEQA Guidelines, the City made a determination that the project was adequately
addressed and would cause no environmental impacts beyond those previously identified and addressed.
All adopted supplemental mitigation measures continue to apply to the project area; and
C. A Development Agreement between the City of Dubli II and Regent Land Investment LLC,
a Delaware limited liability corporation ("Developer") has been presented to the City Council,
Attachment 1 to Exhibit A, attached hereto.
D. A public hearing on the proposed Development Agreement was held before the Planning
Commission on August 28, 2007, for which public notice was given as provided by law.
E. The Planning Commission has made its recommendation to the City Council for approval
of the Development Agreement.
F.
Council on
A public hearing on the proposed Development Agreement was held before the City
and , 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 the August 28,2007 meeting, including the Plmming Commission's reasons for its
recommendation, the Agenda Statement, all comments received in wJiting and all testimony received at
the public hearing.
I
EXHIBIT A
Section 2.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of: (a) the foregoing Recitals which ar,~ incorporated herein; (b) the City of
Dublin's General Plan; (c) the Eastem Dublin General Plan Amendm~nt; (d) the Specific Plan; (e) the
EIR; (f) the individual Mitigated Negative Declarations; (g) the Addendums; and (h) 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 Geleral Plan and Specific Plan land use
designation for the site is Medium Density Residential, Neighborhool[ Park, and Elementary School, and
the proposed project is 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 ofinfras:ructure and public services; and (c)
the Development Agreement includes provisions relating to vesting of development rights and similar
provisions set forth in the Specific Plan.
2. The Development Agreement is compatible with the uses authorized in, and the regulations
prescribed for, the land use districts in which the real property is locaced in that the project approvals include a
Stage I Development Plan Amendment, Stage 2 Development Plan, ~Lnd Vesting Tentative Maps.
3. The Development Agreement is in conformity with public convenience; general welfare
and land use policies in that the Developer's project will implement hnd use guidelines set forth in the
Specific Plan and the General Plan which have planned for Medium Density Residential, Neighborhood
Park, and Elementary School uses at this location.
4. The Development Agreement will not be detrimental to the health, safety and general
welfare in that the Developer's project will proceed in accordance with all the programs and policies of
the Eastern Dublin Specific Plan.
5. 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 (Exhibit A to the Ordinance) and
authorizes the Mayor to execute it.
Section 4. RECORDATION
Within ten (10) days after the Development Agreement is fully executed by all parties, the City
Clerk shall submit the Agreement to the County Recorder for recordation.
Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
This Ordinance shall take effect anQ be in force thirty (30) da:fs from and after the date of its
passage. The City Clerk of the City of Dublin shall cause the Ordinallce 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.
2
PASSED AND ADOPTED BY the City Council ofthe City of Dublin, on this _ day of
, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Jnnet Lockhart, Mayor
ATTEST:
City Clerk
G:IPA#12004\04-042 Toll Area F & BIDA EastISorren'oEast-draftOrd-DA,doc
3
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
SR STRUCTURED lOT OPTIONS I lLC
FOR SORRENTO EAST AT DUBLIN RANCH
(DUBLIN RANCH AREA FEAST)
ATTACHMENT I
TO EXHIBIT A
THIS DEVELOPMENT AGREEMENT ("Agreement") is made and entered
In the City of Dublin on this 7th day of August, 2007, by and between the City of
Dublin, a Municipal Corporation (hereafter "City"), and SFt Structured lot
Options, I llC, a Delaware limited liability company (hemafter "Developer"),
pursuant to the authority of ~~ 65864 et seq. of the Califcmla Government Code
and Dublin Municipal Code, Chapter 8.56.
RECITALS
A. California Government Code ~~ 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 sUl:h property; and
B. DEVELOPER desires to develop and holdH legal interest in certain
real property consisting of approximately 80 acres of land, located in the City of
Dublin, County of Alameda, State of California, which is designated as Tract
7651 and is more particularly described in Exhibit A attac;hed hereto and
incorporated herein by this reference, and which real prc1perty is hereafter called
the "Area F East Property"; and
C. The City Council adopted the Eastern Dublin Specific Plan by
Resolution No. 53-93 which Plan is applicable to the Prcperty; and
D. The Eastern Dublin Specific Plan requires Developer to enter into
this development agreement; and
E. DEVELOPER acquired its interest in the Area F East Property from
Chang Su-O-Un, Hong Lien Un and Hong Yao Un (the 'Lins") or the Lins
successors in interest; and
F. The Lins and CITY are parties to a "Master Development
Agreement Between the City of Dublin and The Un Family for the Dublin Ranch
Project (Areas A, B, C, 0, E, F, G and H) ("Master Development Agreement"),
section 7 of which requires DEVELOPER to enter into a project-specific
development agreement in accordance with the Eastern Dublin Specific Plan;
and
G. DEVELOPER proposes the development of the Property with 694
residential units (the "Project"); and
Dublin/SR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast)
Area FEast ToU_Sorrento DA]INAL
Page 2 of 16
August7,2007
H. DEVELOPER has applied for, and CITY haH approved various land
use approvals in connection with the development of the I::)roject, including an
amendment to the General Plan and Eastern Dublin Spec:ific Plan (City Council
Resolution No. 47-04), PD District rezoning and related Stage 1 and Stage 2
development plans (City Council Ordinances No. 12-04 and No. 24-05), Master
Vesting Tentative Map for Tract 7651 (Planning Commission Resolution No. 05-
52), Neighborhood Vesting Tentative Maps for Tract 765:~ (Neighborhood 6),
Tract 7653 (Neighborhood 7), Tract 7654 (Neighborhood 8), Tract 7655
(Neighborhood 9), Tract 7656 (Neighborhood 10) (Planning Commission
Resolution 05-52), and site development review (Plannin~ Commission
Resolution No. 05-52) (collectively, together with any approvals or permits now or
hereafter issued with respect to the Project, the "Project Approvals"): and
I. Development of the Property by Developer may be subject to
certain future discretionary approvals, which, if granted, !lhall automatically
become part of the Proje(:;t Approvals as each such appr,)val becomes effective;
and
J. City desires the timely, efficient, orderly and proper development of
said Project; and
K. The City Council has found that, among other things, this
Agreement is consistent with its General Plan and the Eastern Dublin Specific
Plan and has been reviewed and evaluated in accordanGe with Chapter 8.56;
and
L. City and Developer have reached agreement and desire to express
herein a development agreement that will facilitate deve opment of the Project
subject to conditions set forth herein; and
M. On , 2007, the City Council of the City of Dublin
adopted Ordinance No. __ approving this Agreement. The ordinance took
effect on , 2007 (lithe Approval Date").
NOW, THEREFORE, with reference to the forege,ing recitals and in
consideration of the mutual promises, obligations and covenants herein
contained, City and Devl~loper agree as follows:
AGREEMENT
1. Descriotion of Prooerty.
The Property that is the subject of this Agreemert is described in Exhibit A
attached hereto.
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2. Interest of Developer.
The Developer has a legal or equitable interest in the Property in that it
owns the Property in fee simple.
3. Relationshio of City and Develooer.
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 renour,ce the existence of any
form of joint venture or partnership between them, and agree that nothing
contained herein or in any document executed in connec:tion 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
Approval Date.
4.2. Term. The term of this Agreement shall commence on the
Effective Date and extend five (5) years thereafter, unle8s said term is otherwise
terminated or modified by circumstances set forth in this Agreement.
5. Use of the Prooe[f;y.
5.1. RiQht to Develop. Developer shall have th e vested right to develop
the Project on the Property in accordance with the term~; 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 tho 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 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 f,:>lIowing '"Additional
Conditions") are set forth in Exhibit 8 attached hereto and incorporated herein by
reference.
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5.3.1. Subseauent Discretionarv Aoorovals. 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 ordinano~s of the City of Dublin
other approvals from regulatory agencies.)
Not Applicable
5.3.2. Mitiaation Conditions. Additional or modified conditions
agreed upon by the parties in order to eliminate 01 mitigate adverse
environmental impacts of the Project or otherwise relating to development
of the Project.
See Exhibit B
5.3.3. Phasina. TiminQ. Provisions that tho Project be constructed
in specified phases, that construction shall commonce within a specified
time, and that the Project or any phase thereof be completed within a
specified time.
See Exhibit B
5.3.4. Financlna 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 t:> payment of fees or
dedication of property.
See Exhibit B
5.3.6. Reimbursement. Terms relating to :~ubsequent
reimbursement over time for financing of necessa ry public facilities.
See Exhibit B
5.3.7. Miscellaneous. Miscellaneous terms.
See Exhibit B
6. Aoolicable 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 irtensity of use of the
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Property and the maximum height, bulk and size of proposed buildings shall be
those in force and effect on the Effective Date of the Agrt~ement.
6.2. Rules re Desion and Construction. Unless otherwise expressly
provided in Paragraph 5 of this Agreement, the ordinanc'~s, resolutions, rules,
regulations and official policies governing design, impro\lement and construction
standards and specifications applicable to the Project shall be those in force and
effect at the time of the applicable discretionary approval, whether the date of
that approval is prior to or after the date of this Agreeme,t. Ord inances,
resolutions, rules, regulations and official policies goverr ing 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 discretionary approval, whether date of approval is prior to or after
the date of this Agreement.
6.3. Uniform Codes Aoolicable. Unless expressly provided in
Paragraph 5 of this Agreement, the Project shall be conBtructed 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.
7. Subseauentlv Enacted Rules and Reaulations.
7.1. New Rules and Reaulations. During the tEtrm 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 which are not in conflict with 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 financiClI burden on, or materially
delay development of the Property as contemplated by lhis Agreement and the
Project Approvals and (b) if such ordinances, resolution,>, rules, regulations or
official policies have general applicability.
7.2. Aooroval of Aoolication. Nothing in this Aweement 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 SJch subsequent actions
shall be subject to any conditions, terms, restrictions, and requirements expressly
set forth herein.
7.3. Moratorium Not Aoolicable. 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, refereindum, or otherwise, that
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imposes a building moratorium, a limit on the rate of development or a voter-
approval requirement which affects the Project on all or any part of the Property,
City agrees that such ordinance, resolution or other meaSiure 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 S 8558.
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 for purposes of mitigating environmental and othHr impacts of the Project,
providing infrastructure for the Project and complying witl1 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 improvoment or facilities, shall
not increase or accelerate existing fees. dedications of IElnd or construction of
public improvements. or Impose other exactions in connHction with any
subsequent discretionary approval for the Property, excEipt 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 A'~reement shall apply to
the Project provided that (1) such fees have general applicability; (2) the
application of such fees to the Property is prospective only; and (3) the
application of such fees would not prevent. impose a substantial financial burden
on, or materially delay dovelopment in accordance with 1:his Agreement.
8.3. New Taxes. Any subsequently enacted cily-wide taxes shall apply
to the Project provided that: (1) the application of such taxes to the Property is
prospective; and (2) the application of such taxes would not prevent development
in accordance with this Agreement.
8.4. Assessments. Nothing herein shall be construed to relieve the
Property from assessments levied against it by City pumuant 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
XI liD of the Constitution and Developer does not retum its ballot, Developer
agrees, on behalf of itself and its successors, that City nay count Developer's
ballot as affirmatively voting in favor of such assessmert, fee or charge.
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9. Amendmentor 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 subject to
approval by the City Council in accordance with Chapter 8.56.
9.2. Amendment by Mutual Consent. This Agrelement may be amended
in writing from time to time by mutual consent of the partes hereto and in
accordance with 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 paragra~lh 4.2; (b) the permitted
uses of the Property as provided in paragraph 5.2; (c) provisions for "significant"
reservation or dedication of land as provided in Exhibit 8; (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 Develope'r as provided in this
Agreement, shall not, except to the extent otherwise required by law, require
notice or pUblic hearing before either the Planning Comrnission or the City
Council before the parties may execute an amendment hereto. The City
Engineer shall determine whether a reservation or dedication is .significant".
9.4. Amendment of Proiect 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, r'~strictions or
requirements for subsequent discretionary actions; (d) the density or intensity of
use of the Project; (e) the maximum 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 cf 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 ~Imendment of this
Agreement unless the amendment of the Project Approval(s) relates specifically
to some provision of this Agreement.
9.5. Cancellation by Mutual Consent. Except EIS 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
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provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit
!l of this Agreement prior to the date of cancellation shall be retained by City.
10. Term of Proiect Aporovals.
10.1. Pursuant to California Government Code Section 66452.6(a), the
term of the vesting tentative map described in Recital H above shall automatically
be extended for the term of this Agreement. The term of any other Project
Approval shall be extendl~d 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, 2007 and each July 15 to August 15 thereafter.
11.2. Initiation of Review. The City's Community Development Director
shall initiate the annual mview, 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 Agreement. The
burden of proof by substantial evidence of compliance is upon the Developer.
11.3. Staff Reoorts. 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 OCCllrrence 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, expressly including the remedy of specific
performance of this Agreement.
12.2. Notice and Cure. Upon the occurrence of an event of 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 party within
thirty (30) days after service of such notice of default, tha nondefaulting party
may then commence any legal or equitable action to en''orce its rights under this
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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.
12.3. No Damaaes Aaainst City. Notwithstanding anything to the
contrary contained herein, in no event shall damages be awarded against City
upon an event of default or upon termination of this Agreement.
13. Estoppel Certificate. .
13.1. 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 retum such certificate within thirty (30) daYH 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 certifiod 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 portil)n thereof after the date
of recording this Agreement, including the lien for any dned of trust or mortgage
("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat,
render invalid, diminish or impair the lien of any MortgaSle 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 fClreclosure, trustee's sale, deed in lieu of foreclosure, or
otherwise.
14.2. Mortaaaee Not Obliaated. Notwithstandin'~ the provisions of
Section 14.1 above, no Mortgagee shall have any obligEltion or duty under this
Agreement, before or after foreclosure or a deed in lieu of foreclosure, to
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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 improvemenl:s thereon other than
those uses or improvements provided for or authorized b:r 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 sE,rvice thereon to
Developer, any notice given to Developer with respect to any claim by City that
Developer has committed an event of default. Each Mongagee 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 claimE~d set forth in the City's
notice. City, through its City Manager, may extend the thirty-day cure period
provided in paragraph 12.2 for not more than an additional sixty (60) days upon
request of Developer or a Mortgagee.
15. Seve ra bilitv.
15.1. The unenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not r,mder the other
provisions unenforceable, invalid or illegal.
16. Attornevs' Fees and Costs.
16.1. . 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 attorneys' fees and COBtS 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 in defending such action. Developer shall bear its own costs of
defense as a real party in interest in any such action, and shall reimburse City for
all reasonable court costs and attorneys' fees expended by City in defense of any
such action or other proceeding.
17. Transfers and Assianments.
17.1. Riaht to Assicm. Developer may wish to sl~II, transfer or assign all
or portions of its Property to other developers (each such other developer is
referred to as a "Transferee"). In connection with any such sale, transfer or
assignment to a Transferee, Developer may sell, transfE~r or assign to such
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Transferee any or all rights, interests and obligations of Developer arising
hereunder and that pertain to the portion of the Property being sold or
transferred, to such Transferee. provided, however, that: no such transfer, sale or
assignment of Developer's rights, interests and obligations hereunder shall occur
without prior written notice to City and approval by the City Manager, which
approval shall not be unreasonably withheld or delayed. Notwithstanding the
foregoing sentence, no City approval shall be required fer any transfer, sale, or
assignment of this Agreement from Developer to Sorrento at Dublin Ranch II,
L.P. ("Toll") in conjunction with the sale of all or a portion of the Property,
provided that Developer has given notice to City of such transfer, sale or
assignment pursuant to section 23, and provided that Developer has, at the time
of the transfer, sale or assignment complied with all obli~lations of this Agreement
or provided evidence satisfactory to the City Manager demonstrating that the
remaining obligations have been allocated between Dev910per and Toll.
17.2. Approval and Notice of Sale. Transfer or Assianment. The City
Manager shall consider and decide on any transfer, sale or assignment within ten
(10) days after Developer's notice, provided all necessary documents,
certifications and other information are provided to the City Manager to enable
the City Manager to determine whether the proposed Transferee can perform the
Developer'S obligations hereunder. Notice of any such Hpproved sale, transfer or
assignment (which includes a description of all rights, interests and obligations
that have been transferred and those which have been retained by Developer)
shall be recorded in the official records of Alameda County, in a form acceptable
to the City Manager, concurrently with such sale, transfer or assignment.
17.3. Effect of Sale. Transfer or Assianment. Doveloper shall be
released from any obligations hereunder solcl, transferred or assigned to a
Transferee pursuant to subparagraph 17.1 of this Agreement, provided that: a)
such sale, transfer or assignment has been approved by the City Manager
pursuant to subparagraph 17.1 of this Agreement; and b) such obligations are
expressly assumed by Transferee and provided that suc:h Transferee shall be
subject to all the provisions hereof and shall provide all necessary documents,
certifications and other necessary information prior to City Manager approval
pursuant to subparagraphs 17.1 and 17.2 of this Agreement.
17.4. Permitted Transfer. Purchase or Assianmont. 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 Ci~( Manager approval
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.
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17.5. Termination of Aareement Upon Sale of Individual Lots to Public.
Notwithstanding any provisions of this Agreement to the contrary, the burdens of
this Agreement shall terminate as to any lot which has been finally subdivided
and individually (and not in "bulk") leased (for a period of longer than one year) or
sold to the purchaser or user thereof and thereupon and without the execution or
recordation of any further document or instrument such lot shall be released from
and no longer be subject to or burdened by the provision:~ of this Agreement:
provided, however, that the benefits of this Agreement shall continue to run as to
any such lot until a building is constructed on such lot, or until the termination of
this Agreement, if earlier, at which time this Agreement shall terminate as to such
lot.
18. Aqreement Runs with the Land.
18.1. All of the provisions, rights, terms, covenarts, 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 Co::le of the State of
California. Each covenant to do, or refrain from doing, some act on the Property
hereunder, or with respect to any owned property, (a) is for the benefit of such
properties and is a burden upon such properties, (b) runs with such properties,
and (c) is binding upon each party and each successive owner during its
ownership of such properties or any portion thereof, and shall be a benefit to and
a burden upon each party and its property hereunder ard each other person
succeeding to an interest in such properties.
19. Bankruptcv.
19.1. The obligations of this Agreement shall not be dischargeable in
bankruptcy.
20. Indemnification.
20.1. 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 claim~;, 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 wit, the construction,
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improvement, operation, or maintenance of the Project, provided that Developer
shall have no indemnification obligation with respect to nogligence or wrongful
conduct of City, its contractors, subcontractors, agents 01 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 maintenan(:e bond).
21. Insurance.
21.1. Public Liabilitv and Prooertv Damaqe 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) with a One Hundred Thousand Dollar
($100,000) self insurance retention 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 endorsemont.
21.2. Workers ComDensation Insurance. During the term of this
Agreement Developer shall maintain Worker's Compensation insurance for all
persons employed by Developer for work at the Project Hite. 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 City CounGil approval of this
Agreement, Developer shall fumish City satisfactory evidence of the insurance
required in Sections 21.1 and 21.2 and evidence that tho 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 edend to the City, its
elective and appointive boards, commissions, officers, agents, employees and
representatives and to Developer performing work on th e Project.
22. Sewer and Water.
22.1. Developer acknowledges that it must obtai n 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.
23.1. 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 Mana~ler
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City of Dublin
100 Civic Plaza
Dublin, CA 94568
FAX No. (925) 833-6651
Notices required to be given to Developer shall be addressed as follows:
SR Structured Lot Options, I LLC
c/o Stark Onshore Management, llC
3600 South Lake Drive
51. Francis, WI 53231
Attn: Devi S. Koya
FAX No. (414) 294-7625
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 ovemight courier which shall be deemed given the
following day or by facsimile transmission which shall be deemed given upon
verification of receipt.
24. Aoreement is Entire Understandino.
This Agreement CI)nstitutes the entire understanding and agreement of the
parties.
25. Exhibits.
The following documents are referred to in this A~lreemenl and are
attached hereto and incorporated herein as though set f()rth in full:
Exhibit A
legal Description of Property
Exhibit B
Additional Conditions
26. Counterparts.
This Agreement Is executed in three (3) duplicate originals, each of which
is deemed to be an original.
27. Recordation.
City shall record a copy of this Agreement within 'ten (10) days following
execution by all parties.
Dublin/SRStructured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast)
Ar9. F Eost ToIl_Sormnto DA]INAl
Page 15 of 16
August7,2007
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: Date:
Janet Lockhart, Mayor
ATTEST:
By: Date:
Fawn Holman, City Clerk
APPROVED AS TO FORM:
Elizabeth H. Silver, City Attomey
SR STRUCTURED LOT OPTIONS I, LLC,
a Delaware limited liability company
Stark Offshore Management, lLC,
A Wisconsin limited liability company,
Its Manager
BY~~ ~~""M'o~
Name: Joseph .::r I J lCf.1~.;:ur:.
Its Managing Member
Date: at-If -D 7
(NOTARIZATION ATTACHED)
Dublin/SR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast)
Area F East TolLSorrento OA]INAL
Page 16 of 16
August7,2007
COUNTY OF Milwaukee
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STATE OF Wisconsin
on:ru\l~ \\ ,;2007 , before me, S~{\ ~lYlt-t2 Notary
Public, per onallyappeared J~jJh . LuIr
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to
me that he/she/they executed the same in hislher/their authorized capacity(ies), and that
by hislher/their signature(s) on the instrument the person(s) or the entity upon behalf of
which their person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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My Commission Expires; February 14.2010
Exhibit A
legal Description of Area F East Property
Real property in the City of Dublin, County of Alameda. State of California,
described as follows:
Parcel 7 (APN 985-0053-003) and Parcel 13 (APN 985-0054-003) as shown on
the Final Map of Tract 7281, filed September 3, 2004, Map Book 277, Pages 82
to 85 inclusive. Alameda County Records.
EXHIBIT B
Additional Conditions
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subparaaraph 5.3.1 .- Subsequent Discretionarv Apurovals
None.
Subparagraph 5.3.2 - Mitiaation Conditions
Subsection ~
Infrastructure Sequencing Program
The Infrastructure Sequencing Program for the P 'oject is set forth below.
(i) Roads:
The project-specific roadway improvements (and offers of
dedication) identified in Resolution No. 05-52 of the City of Dublin Planning
Commission approving Site Development Review for Se,rrento at Dublin Ranch
Area F, Master Vesting Tentative Tract Map 7651 for Area F East, and
Neighborhood Vesting Tentative Tract Maps 7652, 765~i, 7654, 7655, and 7656
for Neighborhoods 6 through 10 for PA 04-042 (hereaftElr "SDR and VTM
Resolution") shall be completed by Developer to the sat sfaction of the City
Engineer at the times and in the manner specified in the SDR and VTM
Resolution unless otherwise provided below. All such roadway improvements
shall be constructed to the satisfaction and requirement:~ of City's City Engineer.
(ii) Sewer.
All sanitary sewer improvements to serve the project site (or any
recorded phase of the Project) shall be completed in aCl:;ordance with 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 with the
tentative map conditions of approval to the satisfaction and requirements of the
City's fire department.
All potable water system components to serve the project site shall
be completed in accordance with the DSRSD requiremonts.
Dublin/SR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B
Area F East TolI_Sorrento DA_FINAL
Page 1 of 7
Recycled water lines shall be installed in aGcordance with the
tentative map conditions of approval.
(iv) Storm Drainaae.
The storm drainage systems off-site, as wl~1I as on-site drainage
systems for the areas to be occupied, shall be improved consistent with the
tentative map conditions of approval and to the satisfaction and requirements of
the Dublin Public Works Department applying City's standards and policies which
are in force and effect at the time of issuance of the permit for the proposed
improvements. 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. electrlcit'f, cable televisions,
telephone)
Construction shall be completed by phase prior to issuance of the
first Certificate of Occupancy for any building within that specific phase of
occupancy for the Project.
Subsection b.
Miscellaneous
(i) Completion Mav Be Deferred.
Notwithstanding the foregoing, the City Engineer may, in his or her
sole discretion and upon receipt of documentation in a form satisfactory to the
City Engineer that assures completion, allow Developer to defer completion of
discrete portions of any public improvements for the Project if the City Engineer
determines that to do so would not jeopardize the public health. safety or welfare.
(ii) ~hborhood Park
Condition 14 to Tract 7651 (Area FEast) EIS set forth in the SDR
and VTM Resolution shall be revised to read as follows:
Neighborhood Park. The Neighborhood Park, Parcel 7, shall
contain a minimum of 5. 12 acres and be shown on the Final Map
as future parkland to be deeded to the Ci~1 of Dublin by separate
document. The parcel line shall be at the standard location for a
street right of way at back of sidewalk (26 feet from centerline).
The Neighborhood Park shall be rough gmded, as shown on the
Tract 7651 Tentative Map Grading Plan including erosion control
Dublin/SR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B
Area FEast ToILSolTento DA_FINAL
Page 2 of7
measures, to the satisfaction of the City Enf7ineer, and dedicated to
the City of Dublin prior to the issuance of bL'ilding permit for the
30dh unit within Tract 7651. Developer will not be granted
neighborhood parkland credits for the dedication of the
Neighborhood Park parcel until either (a) th9 City and Developer
have executed an agreement, in which devl~'oper irrevocably offers
the Neighborhood Park parcel for dedication and in which the
parties agree upon standards for the grading and timing for the
City's acceptance of the dedication, or (b) tne City has accepted the
parcel.
Since the obligations in Condition 14 to Tract 7651, as revised,
cannot be satisfied prior to the recording of the final map, DEVELOPER agrees,
in exchange for the City's allowing the Tract 7651 final map to be recorded, that
Condition 14 to Tract 7651 shall survive recordation of the final map for Tract
7651 and that the City may withhold the issuance of (anci DEVELOPER will not
oppose City's refusal to issue) more than 299 building pe~rmits within the Project
until such time as the Neighborhood Park is rough graded and dedicated as
contemplated in Condition 14 to Tract 7651, as revised.
(iii) School Sitl!
Condition 15 to Tract 7651 (Area F East) as set forth in the SDR
and VTM Resolution reads as follows:
School Site: The school site, Parcel 8, shall contain a minimum of
10.00 acres and be shown on the Final Map as future school site to
be deeded to the Dublin Unified School Di:;trict under separate
document. The Developer shall rough grade the school site,
including erosion control measures, as generally shown on the
Tentative Map Grading Plan, including ero.sion control, to the
satisfaction of the City Engineer prior to thl~ issuance of building
permit for the 40dh unit within Tract 7651 or one year after
notification from the School District to complete the bulk grading,
whatever occurs first.
Since the obligations in Condition 15 to Tract 7651 cannot be
satisfied prior to the recording of the final map, DEVELOPER agrees, in
exchange for the City's allowing the Tract 7651 final map to be recorded, that the
City may withhold the issuance of (and will not oppose City's refusal to issue)
more than 399 building permits within the Project until slJch time as the School
Site is rough graded and dedicated as contemplated in Condition 15 to Tract
7651.
DublinlSR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B
Area FEast TolI_Sorrento DA_FINAL
Page 3 of 7
(iv) Private Recreational Facilities in Tract 7651
Condition 9 to Site Development Review aH set forth in the SDR
and VTM Resolution ("Condition 9") reads as follows:
Private Recreational Facilities In Tract 7651: Complete building
permit application for the private recreation facility within Tract 7651
shall be submitted to the Building Deparlmmt prior to the issuance
of the first building permit within Tracts 7652 - 7656
(Neighborhoods 6 - 10). The private recreation facility shall be
completed .:Jnd open prior to the issuance of the occupancy permit
for the 40dh unit within Tracts 7652 - 7656 (Neighborhoods 6 - 10).
Notwithstanding anything to the contrary in Condition 9, the City
may Issue building permits within Tract 7656 (Neighborhood 10) prior to the
submission of a complete building application for the private recreation facility,
since Tract 7656 is served by a separate private recreation facility. DEVELOPER
further agrees that the City may withhold issuance of (ard will not oppose City's
refusal to issue) any building permits within Tracts 7652 - 7655 until a complete
building permit application for the private recreation facility is submitted to the
City and that the City may withhold issuance of occupam:y permits within Tracts
7652-7655 in excess of :399 until such time as the private recreation facility is
completed and open.
Subparaaraph 5.3.3 -- PhaslnQ, TiminQ
This Agreement contains no requirements that DElveloper 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 cleve lop the Property in
accordance with its own time schedules and the Project Approvals.
Subparaaraph 5.3.4 - Financina Plan
Developer will install all improvements necessary for the Project at its own
cost (subject to credits for any improvements which qualify for credits as provided
in Subparagraph 5.3.6 below).
Other infrastructure necessary to provide sewer, ;>otable water, and
recycled water services to the Project will be made available by the Dublin San
Ramon Services District. Developer will enter into an uJ.I.rea 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.
Dublin/SR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B
Anla FEast ToILSorrento DA_FINAI_
Page 4 of 7
SubparaQraph 5.3.5 - Fees. Dedications
Subsection !h 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 that may be in effect at the time of issuance of building permits. 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 2/Category 2" portion of the TIF in cash. If City amends its TIF 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 T' F in cash.
Subsection b. Traffic Impact Fee to Reimburse Pleasanton for
Freewav Interchanaes.
Developer shall pay the Eastern Dublin 1-580 Interchange Fee in the
amounts and at the times set forth in Resolution No. 155.,98 and by any
subsequent resolution which revises such Fee that may be in effect at the time of
issuance of building permits. Developer will pay such feEls no later than the time
of issuance of building permits and in the amount of the illpact fee in effect at
time of building permit issuance.
Subsection ~. Public Facilities Fees.
Developer shall pay a Public Facilities Fee establi:3hed by City of Dublin
Resolution No. 214-02, including any future amendmente; to such fee that may be
in effect at the time of issuance of building permits. Devoloper will pay such fees
no later than the time of issuance of building permits and in the then-current
amount of the fee at time of building permit issuance.
DublinlSR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B
Area FEast TolLSorrenlo DAflNAL
Page 5 of?
Subsection g. Noise Mitiaatlon Fee.
Developer shalf pay a Noise Mitigation Fee established by City of Dublin
Resolution No. 33-96, including any future amendments to such fee that may be
in effect at the time of issuance of building permits. 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 !: School Impact Fees.
School impact fees shall be paid by Developer in clccordance with
Government Code section 53080 and the agr~ement bet",een Developer's
predecessor in interest and the Dublin Unified School District regarding payment
of school mitigation fees.
Subsection f:. Fire Impact Fees.
Developer shalf pay a fire facilities fee established by City of Dublin
Resolution No. 12-03 Including any future amendments to such fee that may be
in effect at the time of issuance of building permits. DevE,loper 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 build inn permit issuance.
Subsectlon!h Trl.Vallev Transportation Development Fee.
Developer shall pay the Tri-Valfey 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 tlm!:! of building permit issuance.
Subparaaraph 5.3.6 -- Credit
Subsection !!. Traffic Impact Fee Improvementu -- Credit
City shall provide a credit to Developer for those improvements described
in the resolution establishing the Eastern Dublin Traffic Impact Fee if such
improvements are constructed by the Developer in their ultimate location. All
aspects of the credit shall be covered by City's Administrative Guidelines for
Eastern Dublin Traffic Impact Fees (Resolution No. 23-90 ("TIF Guidelines").
Subsection b. Traffic Impact Fee Riaht-of-Wav Dedications - Credit
Dublln/SR Structured Lot OptiClns I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B
Area FEast TolLSorrento DA_FINAL
Page 6 of 7
City shall provide a credit to Developer for any TIF area right-of-way to be
dedicated by Developer to City which is required for improvements which are
described in the resolution establishing the Eastem Dubli1 Traffic Impact Fee.
All aspects of the credits shall be governed by the TIF GLidelines.
Subsection ~ Public Facility Fee - Neiahborhood Parkland
Component
City shall provide a credit to Developer for any nei!~hborhood parkland to
be dedicated by the Developer which exceeds the amount required under section
9.28 of the Dublin Municipal Code. Such credits shall be expressed in acres of
parkland. All aspects of the credits shall be governed by the City's Public
Facilities Fees Administrative Guidelines (Resolution No. 195-99)
DublinlSR Structured Lot Options I, LLC Development Agreement
For Sorrento East at Dublin Ranch (Area FEast) - EXHIBIT B
Area F East TolLSorrento DA_FINAL
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