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HomeMy WebLinkAboutReso 205-08 Positano Afford Hsng AmendRESOLUTION NO. 205 - 08 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AMENDMENT N0.2 TO THE AFFORDABLE HOUSING AGREEMENT FOR THE FIRST PHASE OF POSITANO TO INCLUDE A TOTAL OF 416 LOTS AND MODIFY THE UNIT MIX AND INCOME AFFORDABILITY LEVEL OF THE INCLUSIONARY UNITS WITHIN THE FIRST PHASE (PA OS-038 AND PA 07-005) WHEREAS, Braddock and Logan, on behalf of Dublin RE Investors, LLC (the Developer) has requested an amendment to the Affordable Housing Agreement for First Phase to include a total of 416 lots, and modify the unit mix and income affordability level for the integrated units and secondary units; and WHEREAS, Dublin RE Investors, LLC (the Developer) is the owner of two parcels of land within Fallon Village which together are known as Positano and consists of 1,043 residential units; and WHEREAS, an Affordable Housing Agreement is required by the Inclusionary Zoning Regulations of City of Dublin Zoning Ordinance (Chapter 8.68); and WHEREAS, the Developer has proposed a comprehensive affordable housing proposal to address the requirements of the Inclusionary Zoning Ordinance for the entire Positano development and said proposal includes alternative methods of compliance with the Inclusionary Zoning Regulations; and WHEREAS, the Developer's affordable housing proposal for the overall 1,043 unit Positano development includes a combination of 18 on-site detached units and 34 on-site secondary units to remain affordable in perpetuity, 78 off-site apartments on the Anderson property to be affordable in perpetuity, and a $1,000,000 Community Benefit Payment; and WHEREAS, the City Council held a public meeting on October 18, 2005, to review the affordable housing proposal, and the City Council directed Staff to work with the Developer to refine the affordable housing proposal; and WHEREAS, the City and the Developer are parties to an Affordable Housing Agreement for the Construction of Inclusionary Units in the First Phase (247 units) of the Positano development, dated June 5, 2007 ("the Agreement") and Amended on June 17, 2008, wherein the Developer agreed to construct 9 single-family detached homes and 17 secondary units affordable to very-low, low, and moderate income households, and pay in-lieu fees for 5 affordable units pursuant to the requirements of Chapter 8.68 of the Dublin Municipal Code, the Inclusionary Zoning Regulations ("the Regulations"); and WHEREAS, the proposed amendment to the Affordable Housing Agreement for the First Phase would include a total of 4161ots; and Reso No. 205-08, Adopted 11/4/08, Item 6.4 Page 1 of 2 WHEREAS, the proposed lots within the First Phase (416 lots) generate an Inclusionary Zoning obligation to provide a total of 52 affordable units in accordance with Section 8.66 of the Dublin Zoning Ordinance; and WHEREAS, the Developer proposes an alternate method of complying with the Inclusionary Zoning Regulations for the First Phase of the Positano development through a combination of constructing 18 detached four bedroom homes including 3 low income units, and 15 moderate income units to remain affordable in perpetuity; 34 secondary units including 25 very low income units, and 91ow income unit to remain affordable in perpetuity, and payment of a prorated share of the $1,000,000 Community Benefit Payment on a per unit basis ($958.77 per unit); and WHEREAS, a subsequent Affordable Housing Agreement is required to satisfy the affordable obligation for future phases of Positano; and WHEREAS, the Project has been found to be Categorically Exempt from the California Environmental Quality Act (CEQA); and WHEREAS, a Staff Report dated November 4, 2008, and incorporated herein by reference, described and analyzed the proposed amendment to the Affordable Housing Agreement; and WHEREAS, the City Council did use its independent judgment and considered all said reports, recommendations and testimony. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve amendments to the Affordable Housing Agreement for the First Phase of Positano to include 416 lots and provide 18 single-family detached units and 34 secondary units as described in Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized and directed to execute the amendment to the Affordable Housing Agreement included as Exhibit A. PASSED, APPROVED AND ADOPTED this 4~` day of November, 2008, by the following vote: AYES: Councilmembers Hildenbrand, Oravetz, Sbranti, and Scholz and Mayor Lockhart NOES: None ABSENT: None ABSTAIN: None ATTE~' t` ~ ~.~c~ City Clerk Mayor Reso No. 205-08, Adopted 11/4/08, Item 6.4 Page 2 of 2 ~ ~.Q. 2S'b i~ AMENDMENT N0.2 TO AFFORDABLE HOUSING AGREEMENT • FOR THE CONSTRUCTION OF INCLUSIONARY UNITS AND PAYMENT OF FEES IN LIEU OF CONSTRUCTING INCLUSIONARY HOUSING UNITS Dublin RE Investors, a California limited liability company. First Phase (416 Residential Lots) of the Fallon Village Project THIS SECOND AMENDMENT TO AFFORDABLE HOUSING AGREEMENT is hereby entered into this _ day.of ,:2008 by and between the City of Dublin.("the City") and Dublin RE Investors, LLC, a California limited liability company and Braddock & Logan Group II, L.P., a California limited partnership .(collectively, "the Developer"). Recitals 1. City and Dublin RE Investors are parties to an Affordable Housing Agreement for the Construction of inclusionary Units and Payment of Fees In Lieu of Constructing Inclusionary Housing Units, dated June 5, 2007, as amended by the First Amendment to said agreement, dated June 17, 2008 ("the Agreement"), which agreement sets forth an alternate method of the Developer's compliance with the Inclusionary Zoning Regulations contained in Chapter 8.68 of the Dublin Municipal Code ("the Regulations") for the first 247 of the 1043 residential lots (the "Project"). Dublin RE Investors has conveyed some of the residential units subject to this Agreement to Braddock & Logan Group II, L.P., which has become a party to this Agreement. • 2. The Agreement refers to the initial 247 residential units in the Project as "the First Phase," and provides that Developer will satisfy its 31-inclusionary unit obligation in the First Phase (a) by constructing (i) 9 integrated inclusionary units (single-family homes) on 3,200 square foot lots, which would be affordable in perpetuity, rather than for 55 years as the Regulations require ("the Integrated Units"); and (ii) 17 1-bedroom, secondary dwelling units, which would be rental units and affordable in perpetuity, rather than for 55 years as the Regulations require.("the Second Units"); (b) paying fees in lieu of construction for the remaining 5 unit obligation, which Developer has previously satisfied bypaying $447,060 to City on January 30, 2008; (c) making a community benefit payment prior to issuance of each ' building permit equal to $958.77 (which amount is calculated based. on the proposed $1,000;000 contribution divided by the 1,043 units proposed in the Project); (d) including rear yard landscaping and energy efficiencymeasures to reduce the homeowners' cost of living in the 13 integrated inclusionary units; and {e) incorporating green building principles into the 26 inclusionary units. 3. The Agreement provides that Developer will provide 8 very low-income units (8 1- bedroom Secondary Units); 61ow-income units (3 four-bedroom Integrated Units, and 3 one- bedroom Secondary Units); and 12 moderate-income units (6 four-bedroom Integrated Units, and 6one-bedroom Secondary Units) for the 247 unit First Phase.. 4. Developer; following further discussions with. City staff, has proposed to increase the number of residential lots subject to the terms of the Agreement to 41.6 units (the "Expanded • First Phase"). The Expanded First Phase is depicted in Exhibit A attached to this Amendment. Amendment No. 2 Affordable. Housing Agreement First Phase of Positano Project EXI~IBIT A `li'O ATTACHMENT 1 y ~ Zs~v 5. Based on 416 units, the Developer's inclusionary zoning obligation under the Regulations for the Expanded First Phase would be 52 units (416 times 0.125 equals 52). Developer has proposed to satisfy its. 52 unit inclusionary unit obligation for the Expanded First Phase by (a) constructing a total of 52 inclusionary units as follows: (i) 18 integrated inclusionary units, which would be affordable in perpetuity, rather than for 55 years as the Regulations require("the Integrated Units"), (ii) 34.1-bedroom, secondary dwelling units, which would be rental units and affordable in perpetuity, rather than for 55 years as the Regulations require ("the Second Units"); (b) making a community benefit payment prior to issuance of each building permit equal to $958.77 (which amount is calculated based on the proposed $1,000,000 contribution divided by the 1,043 units proposed in the Project); (c) including rear yard landscaping and energy efficiency measures to reduce the homeowne'rs' cost of living in the 18 integrated inclusionary units; and (d) incorporating green building principles into-the 130 inclusionary units. 6. To provide deeper affordability than required by the Regulations and the Agreement, Developer has proposed that the inclusionary units be provided as follows: fifteen (15) 4- bedroom, moderate-income Integrated Units: three (3) 4-bedroom, low-income Integrated Units; nine (9) one-bedroom, low-income Secondary Units; twenty-five (25) one-bedroom, very low- income Secondary Units. • 7. The City is agreeable to the proposed amendment, -and the City Council hereby finds that the alternate method of complying with the Regulations for the 416-unit Expanded First Phase meets the purposes of the Regulations. NOW, THEREFORE, Developer and City for themselves and their respective successors and assigns hereby agree as follows: Section l . Amendment of Section 2 of the Agreement. The last sentence of Section 2 is amended to read as follows: "Developer hereby agrees that it will not assert the provisions of Government Code section 66458 to require the City fo approve additional phased final maps (beyond those for the creation of the 416 residential parcels in the Expanded First Phase) pursuant to the tentative map approved by the VTM Resolution until such time as it has entered into the Subsequent Agreement." Section 2. Amendment of Section 3 of the Agreement. Section 3 of the Agreement is amended to read as follows: 3. Developer's Compliance with Affordable Housing Obli ag tion. Developer intends to complete the Project in multiple phases, including a phase that includes. 8 model homes. Section 8.68.030 of the Regulations. requires that all affordable units in a project be constructed concurrently with a project or phase of a project: The City hereby finds that adherence to the following schedule of construction for the Inclusionary Units would constitute construction of the Inclusionary Units concurrently with the market rate units in the Project as required by Section 8.68.030 of the Regulations. • a. Part One of Expanded First Phase (Initial 247 Residential Parcels). Amendment No. 2 Affordable Housing Agreement First Phase of Positano Project 2 5,9.{? 25ro -r (i) Developer has identified a 247-lot portion of the Project, which is • depicted in Exhibit 2, that is referred to herein as "Part One of the Expanded First Phase." Developer will satisfy its Affordable Housing Obligation for Part One of the Expanded First Phase by (a) constructing 26 Inclusionary Units (8 1-bedroom, very low- income, Second Units; 3 4-bedroom, low-income Integrated Units; 9 1-bedroom, low- income, Second Units; and 6 4-bedroom, moderate-income Integrated Units); (b) making a $958.77 community benefit payment prior to issuance of each building permit in Part One of the First Phase as provided in Section 5 of the Agreement. Exhibit 3 shows the location and type of the Inclusionary Units to be constructed within Part One of the Expanded First Phase. The City fords that the preliminary construction schedule attached. hereto as Exhibit 4, which shows the completion of the 26 Inclusionary Units in the initial three phases along with 78 market rate units, constitutes construction of the Inclusionary Units concurrently with the market rate units as required by Section 8.68.030 of the Regulations. (ii) Notwithstanding the foregoing, however, Developer will not be permitted to pull permits for more than 208 units in Part One of the Expanded First Phase until Developer has satisfied one of the following requirements: . (A) Pay in-lieu fees to fulfill its obligation to construct 5 inclusionary units in Part One of the Expanded First Phase beyond the first 208 units (247 times 0.125 equals 30..875; 30.875 less 26 affordable units constructed equals 4.75), in the amount required by the Regulations and Council Resolution No. 56-02: As required by the Regulations, the entirety of the fee shall be paid at time of issuance of the 209th building permit in Part One of the Expanded First Phase. Instead of paying the in-lieu fee payments required by this Subsection, Developer may elect to provide an irrevocable standby letter of credit in an amount equal to the in-lieu fee payment required by this section and in a form acceptable to the City Manager and City Attorney, or such other financial security as the City Manager and City Attorney deem adequate to secure payment of the in-lieu fee required by this section. OR (B) Satisfy the requirements set forth in Section 3.b.. below by providing the Subsequent Location Diagram and the Subsequent Construction Schedule, which shall have been approved by the City, as provided immediately below. (iii) Conditions. for Release of In Lieu Fee. If Developer elects to pay the in-lieu fee, or provide the security in lieu thereof, as provided in Section 3.a.(ii)(A) above, the City shall refund to Developer any monies paid as in-lieu fees pursuant to such subsection and/or release or return any letter of credit or financial security provided to City in place of such in-lieu fees, with the City retaining any accrued interest, upon the Developer's satisfaction of the requirements set forth in Subsection 3.b below, by providing the Subsequent Location Diagram and the Subsequent Construction Schedule, which shall have been approved by the City. Amendment No. 2 Affordable Housing Agreement First Phase of Positano Project ~ ~ asnu b. Part Two of Expanded First Phase (Subsequent 169 Residential Parcels). Developer has identified a 169-lot portion of the Project, which is depicted in Exhibit 2, • that is referred. to herein as the "Part Two of the Expanded First Phase." Prior to development on, and approval of subsequent final maps that include, Part Two of the Expanded First Phase, Developer shall have received the approval of the Community Development Director of (a) a Diagram of Location of Additional Inclusionary Units in the Expanded First Phase of the Project, in a form similar to Exhibit 3 attached hereto ("the Subsequent Location Diagram") and (b) a preliminary construction schedule .for the subsequent phase of the Project ("the Subsequent Construction Schedule"), in a form similar to Exhibit 4 attached hereto: Upon the Community Development Director's approval, the Subsequent Location Diagram and the Subsequent Construction Schedule shall be added to,_respectively, Exhibit 3 and Exhibit 4 to this Agreement with respect to the Integrated Units to be constructed in connection with Part Two of the Expanded First Phase. In approving the revised Exhibits 3 and 4, the Communty Development Director shall find (a) that the revised Exhibit 3 shows 17 additional very low-income; Second Units and 9 additional moderate-income,. Integrated Units; (b) that adherence to the revised Location Diagram and the revised Construction Schedule would constitute construction of 26 additional Inclusionary Units concurrently with Part Two ofthe Expanded First Phase and (c) that the 26 Inclusionary Units are "reasonably dispersed" throughout the Expanded First Phase, as required by Section 8.68.030.E of the Regulations. Developer hereby agrees that it will not assert the provisions of Government Code section 66458 to require the City to approve additional phased final maps (beyond those for the creation of the 416 residential parcels in the Expanded First Phase) until such time as it has, satisfied the requirements of this Subsection. c. If the Building Official or Community Development Director determines that the Inclusionary Units have not been or are not being constructed concurrently with the market-rate units as required by this Section 3, the Building Official shall withhold further issuance of building permits in Part Two of the Expanded First Phase until construction of the Inclusionary Units in the phase has been completed to the satisfaction of the Community Development Director. Notwithstanding the foregoing, Developer shall be permitted to deviate from the preliminary construction schedule in Exhibit 4, provided that Community Development Director finds that the Inclusionary Units are constructed concurrently with the market rate units as required by Section 8.68.030 of the Regulations. Section 3. Amendment of Section 4 of the agreement. Section 4 of the Agreement is amended by adding the following at the end of such Section: "Upon execution and acceptance by all parties of Amendment No. 2 to the Agreement, the City shall refund to Developer all monies paid to City pursuant to this Section 4 in .the amount of $447,060, with the City retaining any accrued interest." Section 4. Amendment of Section 6 of the Agreement. Section 6 of the Agreement is amended by adding the following at the end of such Section: • Amendment No. 2 Affordable Housing Agreement First Phase of Posifano Project 4 7 ~ ~.so "E. Separate Utilities and Systems for Second Units. The Second Units shall • contain separate gas and electrical meters, water heaters, and HVAC systems that are separate from the primary unit on the lot." Section 5. Amendment of Section 7 of the Agreement. Section 7 of the Agreement is amended to read as follows: "7. Unit Bedrooms and Size. The size of the Inclusionary Units. shall be consistent with the Site Development Review approval of the Planning Commission, provided however, that minor changes to unit size maybe approved by the Community Development Director through a Site Development Review Waiver. The Developer proposes to provide in Part One of the Expanded First Phase: A. 8 very low-income units (8 1-bedroom Secondary Units); B. 121ow-income units (3 four-bedroom Integrated Units, and.9 one- bedroom Secondary Units); and C. 6moderate-income units (6 four-bedroom Integrated Units). The developer proposes to provide in Part Two of the Expanded First Phase: • A. 17 very low-income units (17 1-bedroom Secondary Units); B. glow-income units (9 one-bedroom Secondary Units). The City hereby finds that, while this breakdown does not reflect the range of numbers of bedrooms provided in the First Phase as a whole, as required by Section 8.68.030.E of the Regulations, the Developer's alternate method. of compliance meets the purposes of the Regulations." Section 6. Amendment of Section 8 of the Agreement. The following subparagraph is added to Section 8.A.i. of the Agreement: "a. The City is presently in the midst of considering altering the manner in which sales prices are calculated under the Regulations. Accordingly, notwithstanding anything to the contrary in this Agreement, in the event that such a change is made, the Developer may elect to calculate sales prices for Integrated Units pursuant to the amended Regulations effective immediately upon the date when such Regulations become effective." Section 7. Amendment of Section 9 of the Agreement. All references in Section 9 to the "First Phase" shall be changed to the "Expanded First Phase". • Section 8. Amendment of Section 10 of the Agreement. Developer. and City shall execute and acknowledge a revised Memorandum of this Agreement ("Memorandum") substantially in Amendment No. 2 Affordable Housing Agreement First Phase of Positano Project s the form attached hereto. as Exhibit D, and City shall cause the Memorandum to be recorded in . the Official Records of Alameda County upon its execution. This Memorandum shall supersede • and replace the Memorandum referenced in the Original Agreement.- Section 9. Amendment of Exhibit 2, Exhibit 3 and Exhibit 4. Exhibit 2, Exhibit 3, and Exhibit 4 of the Agreement are hereby replaced with Exhibit A, Exhibit B; and Exhibit C to this Agreement. Section 10. All other provisions of the Agreement shall remain in effect. [EXECUTIONPAGE FOLLOWS) • Amendment No. 2 Affordable Housing Agreement First Phase of Positano Project 6 ~ ~25-~ ',• i• 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 DUBLIN RE INVESTORS, LLC a California limited liability company By: Braddock and Logan Services, Inc. By: a California corporation, Joni Pattillo, City Manager Its Manager Attest: ' Name: Caroline Soto, City Clerk ~ : Approved as to form BRADDOCK & LOGAN GROUP II, L.P. A California limited partnership By.: Braddock and Logan Services, Inc. John Bakker, City Attorney a California corporation Its General Partner ~`' Name: Its: I• 1160189.4 Amendment No. 2 Affordable Housing Agreement First Phase of Positano Project 7 ~o ~zso EXHIBIT A Revised Exhibit 2 to the Agreement ["Diagram of the First Phase of the Project"] • • • ll ~ 2~ i• i• i• 0: z CL~ `~r e ~s ° H W a 0 N 0 - p ~,< 3i 3 ~< dz p [SOH Z ~J C-~/i"qa Vl W W~Z,q O H ~~ ~~~ ~ ~_~ . xt~~ o U x "~ ~ ,_ ,'' w~ ~ O ~ a ~a~x~ ~ a aW ~ 8 ai `~ ~ : ', _.. ~ ~~~~ ; C A Q vs - Q Q o , ~ 'er a o ., .~ ~, w o 0 a~ lG a a+ ~ ~ ~ ~. o ~ ~ ~o ~ ~ ~o a o ~~ ~, ~ ~O ~ ~ 00 ~ ~, ~" M Q+ ~ Qr v ~ ~ , ~I ~ ~\ ~, N m O O I O ~ I ~ f ~~ f*~ • F ~ I ~ ~<~ Z 1 ~ , ~" r ~ ; ~ I f ~ s ; ~ ~ u t r ~ f I. 1 ~ ~ ; } ~ ~ ~ I ~' l 3 i.. ~ ~ ! y. ~ 4 -a ~,~~ EXHIBIT B Revised Exhibit 3 to the Agreement ["Diagram of Location of Inclusionary Units in the. First Phase of the Project"] •i •i ~i i• [, _ o ~ O `_AV`' `\ ~` ~ O J> O Y~ ~ 3: SC; ~ ~ ~ ~ N - '. a ~ x ~ \~ v ~~ n'~ Q 9«~ aII~a ~ ~~ii a' ~ ~ j ~ /f-1--1 ~`''~ O~ ^ ~ p N O N T N O ~ E M ~ ~ s Q Z M W t4 t ~ ` ~ I--1 - Q~T}~ a ~ ~ ~{fi r 1 ~ - ... ~ z ~ ~' °' `° ~ ~ ~ ~ o~ .ao dt ^" a~ a~i +' ~ ~ ~ " O m U M ~ .7 vi ~ Om M W ~ p ~" X. 1-+ ~+ ~ q m ~ m ,~ ~ N H ~M ~! ~ Y ~ ~~.y1 ~ ~ 3 N may( p;~ ~i~l ~ h^~1 ~ ~~l hY Z ~ ~2N 1-i ' m ~~~~ ~~ rr ~ h y h ~ ~0 ~ y N 3 ~~ Y Q ~ ~ .~~ ~ ~ , ~ , '-"~ o ~~~ U W ..-~ Ss ~ w .~ oS; So ..a a .~ a ~ a~ S~ ~ a ~ o ~ ~'. ~ ~ Q m ...a i a t~ Q V] P. O ~ ~ ~ * O d ~~ /c_ \ \ ~~ i~ ~' '. ~~ JP N© ~ Q ,..,/~~ * sF ® N ® N p W iE FH>G R ~ ~ N© A ~o ~~ ~ ~ ~® '- Ne ,~ `~ 34 ~ p ? p~ ® ~ ~ ®. ? ~' ~ ,~~' ND °'® C ~Q a gip: NB ~ ~ ,: 4 °~ ~ _ ® * ~f~l~ ~r~O~' ~ o~ „p ~. ®. r 3 I~ ' N ~Cd,~ '-,Q ~~,~, rJpJ '~ ~ b1y. ~® ~s NQ t+1~ ~ ~ ~© a F O z i. 14 ~ ~~" EXHIBIT C Revised Exhibit 4 to the Agreement ["Preliminary Construction Schedule"] [~ • • 15 ~25b i• MODELS Positano First Phase Preliminary Construction Schedule I ~ PHASE THREE Income Level Moderate ....Low Ve ; Low' Sub-Total BMR Market.. ....... Total Nei h'borh'ood A ~ 4 4 Nei hborhood B 4 4 Total 0 0 0 0 8 8 PHASE ONE Income Level.'. .Moderate Low Ve Low" Sub-Total BMR Market Total Market'Rate -'Nei hborhood A 13 13 Market'Rate -Nei hborhood B 11 11 4 Bedroom BMR 1 1 0 2 2 Seconda `Unit 0 7 0 7 7 Total 1 8 0 9 24 33 Percanta a of Phase Units 3% 24% 0% . 27% 73% 100% PHASE TWO Income Level Moderate Low Ve Low, -Sub-Total BMR 'Market'; Total Market Rate-..Nei hborhood A 14 14 Market;Rate -Nei hborhood B ~ 12 12 4 Betlroom.BMR `° 2 1 0 3 3 Seconda Unit 2 0 3 5 ~ 5 Total 4 1 3 8 26 34 Percanta a of Phase Units 12% 3% 9% 24% 76% 100% (ncome Level Moderate Low Ve Law Sub=TotaLBMR :Market' Total Market'Rate -.:Nei hborhood A 16 16 Market Rate -Nei hborhood B 12 12 Bedroom BMR 3 1 0 4 ~ 4 Seconda Unit 0 0 5 5 5 Total 3 2 5 10 28 38 Percanta a of Phase Units 8% 5% 13% 26% 74% 100% PHASE FOUR Income Level Moderate Low Ve Low Sub=TotaI;BMR Market Tota' Market Rate -Nei hborhood-B 12 12 PHASE FIVE Income Level Moderate Lowe Ve Low Sub-Total B`MR Market Total Market?Rate -Nei hborhood'B 12 12 PHASE SIX Income Level Moderate Low Ve Lowe.. Sub-Total BMR _Market Total Market'Rate -Nei hborhood 8 10 10 PHASE SEVEN I • rtncome Level Moderate "Low Ve '' Lover Sub=Total BMR Market Total Market Rate -Nei hborhood B 12 12 PHASE EIGHT -6 ~~~ Income.Level'.. Moderate ' Lovr Ve Low Sub=Totaf'BMR >Market 'Total Market Rate -'Nei hborhood B g g PHASE NINE Income' Level " Moderate Low°' Ve Lowe' Sub-Total BMR ''Market Total Market`Rate -'Nei hborhood B 14 14 PHASE TEN Income Lave( Moderate ' Low Ve Low Sub'-Total BMR Market Total Market'Rate -`.Nei hborhood B ~ 13 13 PHASE ELEVEN I'ncome' Level Moderate "Low ' Ve ' Lowe Sub'=Total BMR Market Total Market Rate -'Nei hborhood,B g g PHASE TWELVE Income-Level ' Moderate Low ' Ve ' Low Sub-Total'BMR Market Total Market'Rate -:Nei hborhootl'8 10 10 PHASE THIRTEEN Income Level Moderate - ' Low Ve LoW` Sub-Total'BMR Market Total Markey Rate -Nei hborhood B 11 11 PHASE FOURTEEN Income. Level ' Moderate Law Ve '' Low'.' Sub-Tatal'BMR Market Total Market Rate -.:Nei hborhood B 12 12 LIN LOTS Income Level Moderate ,-Low Ve '' Low Sub-Totak'$MR :Market Total Market,Rate -Nei hborhood B 12 12 •i •i i• i• EXHIBIT D Memorandum of Agreement for the Construction of Inclusionary Units I'7 ~2sa 18. 250 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 MEMORANDUM OF AFFORDABLE HOUSING AGREEMENT FOR THE CONSTRUCTION OF INCLUSIONARY UNITS AND PAYMENT OF FEES IN LIEU OF CONSTRUCTING INCLUSIONARY HOUSING UNITS Dublin RE Investors, a California limited liability company. First Phase (416 Residential Lots) of the Fallon Village Project • This Memorandum of Affordable Housing Agreement for the Construction of Inclusionary Units and the Payment of Fees.In-Lieu of Constructing Inclusionary Units (this "Memorandum") is entered into on this -day of , 2008, by and between the City of Dublin, a municipal corporation (hereafter "City.") and Dublin RE Investors, LLC, a California limited liability company, and Braddock & Logan Group II, L.P.,. a California limited partnership (collectively, "the Developer"). 1. Pursuant to the Affordable Housing Agreement for the Construction of Inclusionary Units and Payment of Fees In Lieu of Constructing Inclusionary Housing Units, dated as of June 5, 2007,. and as amended on June 17, 2008, by and between City and Developer (the "Agreement"), the Parties have set forth their respective obligations with respect to the provision of affordable units. on lands presently owned by Developer, a portion of the 1043 residential parcel Positano Project (the "Project") ,and more specifically described in Exhibit A (the "Property"). These obligations run with the land. 2.. The Agreement sets out the specific obligations for the construction of Inclusionary Units and payment of feesin lieu thereof in conjunction with the initia1415-residential parcel phase of the development of the Project ("the Expanded First Phase"). It also obligates the Developer to make a Community Benefit Payment, as described in the Agreement, prior to issuance. of building permits for each residential unit. (excepting Second Units) within the Expanded First Phase. Development on, and the City's approval of subsequent fmal maps that include, any portion of the Property beyond the Expanded First Phase shall require either an amendment to this Agreement or a subsequent :affordable housing agreement ("the Subsequent Agreement") setting. forth the manner in which the Regulations will be complied with for the remainder of the Project. The Agreement also contains the Developer's covenant, on behalf of itself, and its -~ ~~~ • successors and assigns, that it will not assert the provisions of Government Code section 66458 to require the City to approve additional phased final maps (beyond those for the creation of the 416 residential parcels in the Expanded First Phase) until such time as it has entered into the Subsequent Agreement. 3. Developer and City have executed and recorded this instrument to give notice of the Agreement, and the respective rights and obligations of Developer and City. The unrecorded Affordable Housing Agreement for the Construction of Inclusionary Units and Payment of Fees in Lieu of Constructing Inclusionary Housing Units is incorporated by reference in its entirety in this Memorandum. - 4: This Memorandum shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns, subject however to restrictions set forth in the Agreement regarding assignment. [EXECUTION PAGE FOLLOWS] • • ao 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 DUBLIN RE INVESTORS LLC By: Joni Pattillo, City Manager Attest: Caroline Soto, City Clerk Approved as to form john Bakker, City Attorney a California limited liability company By: Braddock and Logan Services, Inc. a California corporation its Manager By: Name: Its: BRADDOCK & LOGAN GROUP II, L.P. A California limited partnership By: Braddock and. Logan Services, Inc. a California corporation Its General Partner By: Name: Its: • • • o11~Q25~ ~I 19149-10 10/21/2008 MW/SK • EXHIBIT «A„ Page 1 of 4 FALCON VILLAGE PROPERTY ALL THAT CERTAIN. REAL PROPERTY SITUATED IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE OF CALIFORNIA, BEING ALL OF THE NORTHWEST QUARTER OF SECTION 35 AS DESCRIBED IN SERIES No. 2003-108250, ALAMEDA COUNTY RECORDS, AS WELL AS A PORTION OF THE SOUTH HALF OF SECTION 27 AS SHOWN ON PARCEL MAP 9208 RECORDED IN BOOK 292 OF MAPS PAGES 16-17, ALAMEDA COUNTY RECORDS AND A PORTION OF THJJ NORTH HALF OF SECTION 34 AS SHOWN ON SAID PARCEL MAP 9208, LYING WITHIN TOWNSHIP 2 SOUTH, RANGE 1 EAST, MOUNT DIABLO BASE AND. MERIDIAN, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1 BEGINNING AT THE COMMON QUARTER CORNER OF SECTIONS 26 AND 27 AS SHOWN ON SAID PARCEL MAP 9208, ALONG THE SECTION. LINE COMMON TO SAID SECTIONS 26 AND 27, SAID SECTION LINE BEING ALSO THE WESTERLY LINE OF THE LANDS OF MLTEHLHAUSER, RECORDED IN SERIES No. 2002-097480, ALAMEDA COUNTY RECORDS, SOUTH 00°48'41" WEST 2,642.65 FEET, TO THE COMMON SECTION CORNER. OF SECTIONS 26, 27, 34, AND 35; THENCE ALONG THE COMMON SECTION LINE OF SECTIONS 34 AND 35, SAID SECTION LINE BEING ALSO THE WESTERLY LINE OF DUBLIN RE INVESTORS, LLC, SERIES No. 2003-108250, ALAMEDA' COUNTY RECORDS, SOUTH 00°44'28" WEST 2,635.93 FEET, TO THE COMMON QUARTER CORNER OF SECTIONS 34 AND 35; . THENCE ALONG THE EAST-WEST .QUARTER SECTION LINE ENTERING SECTION'34, .SAID . EAST-WEST QUARTER SECTION LINE BEING ALSO THE NORTHERLY LINE OF FIRST AMERICAN TITLE GUARANTY CO., SERIES No. 98388140, ALAMEDA .COUNTY RECORDS, NORTH 89°51'52" WEST 2;651.00 FEET TO THE SOUTHWEST CORNER OF PARCEL "A" AS SHOWN ON SAID PARCEL MAP 9208; THENCE LEAVING SAID EAST-WEST QUARTER SECTION LINE ALONG THE WESTERLY LINES OF SAID PARCEL "A", THE FOLLOWING SIX (6) COURSES: 1) NORTH 33°45'20" WEST 128.91 FEET; 2) NORTH 22°56'58" WEST 83.13 FEET; 3) NORTH 10°41'42" WEST 61.76 FEET; 4) NORTH 03°58'13" WEST 101.75 FEET; 5) NORTH 03°49'18" EAST 159.00 FEET; AND 6) NORTH 30°35'37" WEST 33.48 FEET; THENCE LEAVING-SAID WESTERLY LINE OF SAID PARCEL "A"-ALONG THE WESTERLY LINE OF PARCEL "A", PER No. LLA 07-01 SERIES No. 2007-200949, ALAMEDA COUNTY RECORDS THE FOLLOWING THIRTY-NINE (39) COURSES: r P:\19149\IegalsVORDAN-AGMT-LEGALS\LEGAL-0VERALL.doc EXHIBIT "A" Page 2 of 4 as z 19149-10 10/21/2008 MW/SK • 1) SOUTH 66°40'50" WEST 92.39 FEET TO THE BEGINNING OF ANON-TANGENT CURVE TO THE LEFT; 2) ALONG SAID NON-TANGENT CURVE TO THE LEFT, FROM WHICH THE' RADIUS POINT BEARS SOUTH 66°40'50" WEST, HAVING A RADIUS OF 1,100.00 FEET; TH ROUGH A _ CENTRAL ANGLE OF OS°19'52", FOR AN ARC DISTANCE OF 102.35 FEET; 3) NORTH 28°39'03" WEST 58.57 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; 4) ALONG .SAID CURVE TO THE RIGHT HAVING A RADIUS OF 80.00 FEET, THROUGH A CENTRAL ANGLE OF 11°47'55'; FOR AN ARC DISTANCE OF 16.47 FEET; TO A POINT OF REVERSE CURVATURE; 5) ALONG SAID REVERSE CURVE HAVING A RADIUS OF 150.00 FEET, THROUGH A CENTRAL ANGLE OF 54°01'09", FOR AN.ARC DISTANCE OF 141.42 FEET; 6) NORTH 70°52' 17" WEST 6.55 FEET TO THE BEGINNING OF A CURVE TO THE LEFT 7) ALONG .SAID CURVE TO THE LEFT HAVING A RADIUS OF 120.00 FEET, THROUGH A CENTRAL ANGLE OF 19°0743", FOR AN ARC DISTANCE OF 40.06 FEET; 8) NORTH 90°00'00" WEST 189.85 FEET TO THE BEGINNING OF ANON-TANGENT CURVE TO THE LEFT; 9) ALONG. SAID NON-TANGENT CURVE TO THE LEFT, FROM WHICH THE RADIUS POINT. BEARS SOUTH 89°5724" WEST, HAVING A RADIUS OF 886.00 FEET; THROUGH A CENTRAL ANGLE OF 32°31'05", FOR AN ARC DISTANCE OF 502.85 FEET; 10) NORTH 53°02'51" EAST 195.67 FEET; 11) NORTH 28°0747" EAST 284.00 FEET; 12) NORTH 49°41'57" EAST 122.85 FEET;. TO THE BEGINNING OF A CURVE TO THE RIGHT; 13) ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF 42.00 FEET, T~IROUGH A CENT~tAL ANGLE OF 59°26'40", FOR AN ARC DISTANCE OF 43.58 FEET; 14) SOUTH 70°51'23" EAST 49.05 FEET; 15) SOUTH 75°22'09" EAST 45.89 FEET; 16) NORTH 90°00'00" EAST 58.47 FEET; 17) NORTH 69°08'47" EAST 31.73 FEET; 18) NORTH 58°52'28" EAST 119.88 FEET; 19) NORTH 10°4711" WEST 268.63 FEET;. 20) NORTH 07°19'39" WEST 250.02 FEET; - 21) NORTH 20°43'33" WEST 90.89 FEET; r P:\19149\legalsUORDAN-AGMT-LEGALSU..EGAL-0VEIZALL.doc i• i• C, EXHIBIT "A" Page 3 of 4 ~~ 19144-10 10/21/2008 MW/SK 22) NORTH 12°41'35"-WEST 30.86 FEET; 23) NORTH 00°44'30" WEST 120.97 FEET; 24) NORTH 17°41'12" WEST 147.19 FEET; 25) NORTH 00°19'22" WEST 106.46 FEET; 26) NORTH 17°50'10" EAST 64.19FEET; 27) NORTH 02°18'30" EAST 81.36 FEET; 28) NORTH 16°41'10" EAST 51.40 FEET; 29) NORTH 37°18'42" EAST 65.35 FEET; 30) NORTH 21°23'28" EAST 200.71 FEET; 31) NORTH 71°06'39" WEST 99.04 FEET; 32) NORTH 50°42'23°' WEST 48.07 FEET; 33) NORTH 21 °32' 10" WEST 88.40 FEET; 34) NORTH 14°25'13" WEST 134.28 FEET; 35) NORTH 10°5746" WEST 96.03 FEET; 36) NORTH 00°39'24" EAST 140.60 FEET TO THE BEGINNING OF A CURVE TO THE RIGHT; 37) ALONG SAID CURVE TO THE RIGHT HAVING A RADIUS OF .291.02 FEET, THROUGH A CENTRAL ANGLE OF 49°58'40", FOR AN ARC DISTANCE OF 253.85 FEET; 38) NORTH 71°20'52" EAST 82.06 FEET; AND 39) SOUTH 52°39'14" EAST 39.69 FEET; TO THE WESTERLY LINE OF PARCEL "D" AS SHOWN ON SAID PARCEL MAP 9208; THENCE ALONG SAID WESTERLY LINE OF PARCEL "D" THE FOLLOWING TWO (2) COURSES: 1) NORTH 48°46'28" EAST 1,739.56 FEET; 2) NORTH 00°09'11" WEST 235.96 FEET TO A POINT ON THE QUARTER SECTION LINE OF SAID SECTION 27, SAID QUARTER SECTION LINE BEING ALSO. THE SOUTHERLY LINE OF ACACIA PARTNERS II, SERIES No. 2005-037868, ALAMEDA COUNTY RECORDS, AND THE NORTHERLY LINE OF SAID PARCEL "D"; THENCE ALONG SAID QUARTER SECTION LINE SOUTH 89°40'26" EAST 1,485.76 FEET; TO SAID POINT OF BEGINNING. CONTAINING 328.58 ACRES; MORE OR LESS. P:\19149UegalsUORDAN-AGMT-LEGALS\LEGAL-0VERALL.doc EXHIBIT "A" Page 4 of 4 PARCEL 2 a ~ .~ 19149-10 10/21!2008 MWISK . BEGINNING AT THE COMMON CORNER OF SECTIONS 26, 27, 34, AND 35 ALONG THE. SECTION LINE COMMON TO SECTIONS 26 AND 35, SAID SECTION LINE ALSO BEING THE SOUTHERLY LINE OF THE LANDS OF MUEHLHAUSER, RECORDED IN SERIES No. 2002-097480, ALAMEDA COUNTY RECORDS, SOUTH 88°43'28" EAST 2640.61 FEET TO THE NORTH QUARTER CORNER OF SECTION 35; THENCE ALONG THE NORTH-SOUTH QUARTER SECTION LINE OF SAID SECTION 35, SAID . QUARTER SECTION LINE BEING ALSO THE WESTERLY LINE OF ACACIA PARTNERS I, LLC. RECORDED IN SERIES No. 2005-037867, ALAMEDA COUNTY RECORDS, SOUTH 00°55'27" WEST 2636.26 FEET TO THE CENTER QUARTER CORNER OF SECTION 35; THENCE ALONG THE EAST-WEST QUARTER SECTION LINE OF SAID SECTION 35, SAID QUARTER' SECTION LINE BEING ALSO THE NORTHERLY LINE OF.THE LANDS OF CROAK, RECORDED IN SERIES No. 79-229985, ALAMEDA COUNTY RECORDS; NORTH 88°43'19" WEST 2631.95 FEET TO THE WEST QUARTER CORNER OF SECTION 35; •i THENCE ALONG THE COMMON SECTION LINE OF SAID SECTIONS 34 AND 35, BEING ALSO THE EASTERLY LINE OF PARCELS "C" AND "D'' OF PARCEL MAP 9208 RECORDED IN BOOK 292 OF MAPS, PAGES 16-17, ALAMEDA COUNTY RECORDS; NORTH 00°44'09" EAST 2636.21 FEET TO SAID POINT OF BEGINNING.. BEARINGS, DISTANCES AND AREA CALCULATLON ARE BASED ON RECORD OF SURVEY No. 1675, BOOK 25 RECORD OF SURVEYS PAGES 31-32 ALAMEDA COUNTY RECORDS. CONTAINING 159.54 ACRES, MORE OR LESS. END OF DESCRIPTION. THIS DESCRIPTION IS FOR THE PURPOSE OF AN EXHIBIT ONLY AND DOES NOT CONSTITUTE A LEGAL DESCRIPTION FOR THE PURPOSES OF CREATING NEW DIVISIONS OF LAND OR CONVEYANCE. mACKuY~somps C11/IL ENGINEERING*LAND PLANNING~LAND SURVEYING 5142 Franklin Drive Suite B, Pleasanton, CA. 94588-3355 (925) 225-0690 • P:\19149UegalsVORDAN-AGIvIT-LEGALSU.EGAL-0VERALL.doc ~5 ~ 2s~ T. 2 5.,i R. 1 E. NOTE: BEARINGS AND DISTANCES M D; a ~. WITHOUT AN ASTERISK(+) WERE TAKEN 22 ' 23 FROM RECORD OF SURVEY N0. 1005 ---i--- ACACIA PARTNERS ll, LLC. 27 ; 26 SERIES No. 2005-037a5a ACACIA PARTNERS i APN 905-0003-014-03 ~ SERIES No. 200-037303 ~ APN gas-OOZa-001 `~ POB ' N89°40'26"W 1485.76' i PARCEL 1 -------~--------------------- -- -- --------------------------=r----- PARCEL 2 h~ N00° 5996:"W ~ 1/4 CORNER OF ~ PM 8327 , ~,~~~~' ~ SECTIONS 26 . & 27 BK. Z93 PM P. 14-17 / ;~,I ~ , . •..__, g PARCEL 'D' ~ , •, a`~~ ~ ~ ~ MUEHLHAUSER ~ -------. - D_S_R.S.D. ~~ _ ~e`g ~ pM 9208 `~,° ~ SERIES N~. 2002-097480 ~ ••, i . `~.'~------- - BK292 M PG18-17 w I APN 905-Ofl03-012 PARCEL F 313.91E AC. TRACT 7253 ~ ' ao ~ *NOTE: BEARINGS AND DISTANCES WITH ~ BK.263 M P.73-7a j', PARCII. A b ~ AN ASTERISK(«) FOR THE NW 1/4 OF ; . . _ •~~ ` _ No. LISA 07-01 °z I SECTION 35 WERE TAKEN FROM ~ \\.-"-- 1~i ~ SERIES No. 2007-200949 RECORD OF SURVEY N0. 1675# ~ ,~ _ 14.671 AC. ~ ~ 27 26 ;N88"43'28"W 2640.61'# ~ D U B L I N ~ ~ •1PARCEL '3' S~ -- - ~ ----- R A N C N ; t ~ CD ~ ~ , 85 POB PARCEL' 2 ~----_ ~i ~ \'• w o~~r ~ DTJHLTN RE INVESTORS, LLC ~ t ~~,., ~, ;.., I ,... • SERIES No. 2003-108250 ~ ~ ~ ~ ~ ,cn i ~, _ ~ ~ °' "' ROS N0. 1675 ~.°, I ~ ~ ~ . ~.' ~~+~ r .' i ~ ~ ~ ~`~° BK25 R.O.S. PG31-32 ~1. o °o r' ~r---- „' i N ' N APN 905-0002-003 ~ ~ ~ rn ~ ~:, `~`// ~ ~\ ` ~ W LiJ. 159.54E AC. w W to p \ I Z O p ~-"--~ ° ~ o NW 1 /4 SECTION 35 N ~ `" ,r, 1 PARCEL 'C' ~ ~~~ T. 2 5. R. 1~ E. ~~ a Z rn L::,, PARCEL 'A' ~~ o o M.~.3. ~ Nl. ~ o ~ ~ rn z o c~ w ~ . ~\` z z 1/4 CORNER OF zI c`.~ w ~ ~~ ; SECTIONS 34 & 35 1 a "' _ N89°51_52"W 2651.00' __ _ *N88°43'19"W 2631.95'# , - FIRST AMERICAN TITLE ~ CROAK // rUARANTY CO. i SERIES No. 79-229985 SERIES No. 9a8aa1d0 i APN 905-0002-002 . ~ APN 935-0027-005 , APN 906-OOfl2-002-01 IJORIAN RANCHI LEGEND: -- BOUNDARY LINE 0' 500' 1 OOO' 2000' -'--------- ExISTING LOT LINE POB POINT OF BEGINNING ~~+ i -PAGE 1 OF 1 mAC~~ ~ ~0~~~ FALCON VILLAGE PROPERTY aM sa ~c^NEE~RING~UND PUNNI (8 5~D 225V0890 DRAWN GATE SCALE JOB NO. CITY OF DUBLIN COUNTY OF ALANEDA CALIFORNIA