HomeMy WebLinkAbout98-045 Dub Ranch Phase I DACITY OF DUBLIN
PLANNING COMMISSION
AGENDA STATEMENT/STAFF REPORT for March 23, 1999
SUBJECT:
PREPARED BY:
DESCRIPTION:
RECOMMENDATION:
PUBLIC HEARING - PA 98-045 Dublin Ranch Phase I Development
Agreement
Eddie Peabody, Jr., Director of Community Development
An Ordinance approving a Development Agreement between the City of
Dublin and the developers (MSSH Dublin Development, LLC; Centex;
MSSH Mayfield; and Standard Pacific). The Development Agreement is
required by the Eastern Dublin Specific Plan. Items included in the
Development Agreement include, but are not limited to, the financing and
timing of infrastructure; payment of traffic, noise and public facilities
impact fees; oversizing of roads and general provisions.
Reconmaend that the City Council adopt an Ordinance approving a
Development Agreement
BACKGROUND:
This project is located generally along the east side of Tassajara Road, north of the future extension of
Gleason Drive, within the Eastern Dublin Specific Plan area. The Specific Plan was adopted by the City
of Dublin in November 1993, and established land use designations for approximately 3,300 acres of land
east of the Camp Parks military reserve. The project site was given several land use designation which
encompass single family, medium density and open space land uses.
ANALYSIS
Procedural Background:
One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into
Development Agreements with developers in the plan area. The Development Agreement provides
security to the developer that the City will not change its zoning and other laws applicable to the project
for a specified period of time. Additionally, it is a mechanism for the City to obtain commitments from
COPIES TO: MSSH Dublin Development, LLC
Centex Homes
Standard Pacific
In House Distribution
ITEMNO. ~. 5
the developer that the City might not otherwise be able to obtain. The Development Agreement is one
means the City has to assure that the Specific Plan goal, that new development fund the costs of
infrastructure and service, is met.
City procedure requires that there be three public hearings on Development Agreements. The purpose for
the hearing before the Planning Commission is to recommend the approval for the Agreement to the City
Council.
Development Agreement:
Attached to this Staff Report is a Development Agreement (Attachment 1) between the City of Dublin,
and the developers. This Development Agreement is based on the standard Development Agreement
developed by the City Attorney and adopted by the City Council for Eastern Dublin Projects. In general,
the Agreement reflects what has been determined to be the infrastructure needs for the specific project.
These needs are determined based on submittal of engineering studies and plans.
The Agreement: The City Attorney drafted the proposed Development Agreement with input from City
staff, MSSH Dublin Development, and their attorneys. MSSH Dublin Development, LLC will be the
master developer but the agreement is also with the other developers who will construct some of the
neighborhoods because they own the property. The Development Agreement sets forth the agreements
between the parties in relation to many items, including, but not limited to, infrastructure construction and
phasing, and the payment of various required impact fees.
The Development Agreement becomes effective for a term of eight (8) years from the date it is recorded.
The Development Agreement runs with the land and the rights thereunder can be assigned. The main
points of the Development Agreement can be found in Exhibit B of Attachment 1 of the Development
Agreement and are highlighted below:
Infrastructure Construction andlmpact Fees: The City requires that Developers in Eastern Dublin pay
traffic impact fees for certain City wide improvements to the circulation system. Additionally, fees are
charged for certain cimulation improvements specific to Eastern Dublin. The Development Agreement
specifies that MSSH will construct the required TIF improvements to Tassajara Road from North Dublin
Ranch Drive to Dublin Boulevard. This also includes frontage improvements along the City Emerald
Glen Park site on the west side of Tassajara Road.
The Development Agreement addresses the traffic signals on Tassajara Road at South Dublin Ranch
Drive (to be constructed by MSSH with the Tassajara Road improvements), and at North Dublin Ranch
Drive (50% to be paid for by MSSH).
Sewer, water, storm drain and other utilities have been further clarified in the Development Agreement to
ensure that they will be constructed to meet the respective public agency requirements as each phase of
development is completed. Deferral of any improvements will be at the discretion of the Public Works
Department upon receipt of adequate guarantees.
The Development Agreement gives MSSH the ability to construct additional roadway improvements,
beyond what is required in the Development Agreement, as long as they are constructed in their ultimate
design. It also allows the developer to complete the project on their own time schedule, except for the
Tassajara Road improvements, which must be completed by December 1, 1999, subject to possible delays
for road acquisitions. Pursuant to the agreement, MSSH will construct the Neighborhood Park and then
dedicate it to the City.
The Developer also receives credits for some of the improvements that are required to be constructed and
some of the right of way that is required to be dedicated. The Development Agreement outlines these
credits in detail. Credits are also given for additional ultimate improvements that are chosen to be
constructed by the Developer beyond the required improvements.
Other improvements that were identified could be phased and put in as required by traffic warrants or
when other projects come on line. The Agreement sets forth the City, and Alameda County's
understanding in relation to the phasing of infrastructure construction.
Term:
The term of this agreement is eight years for several reasons. First, the developer will need mom than five
years to build out the project, given its size. Secondly, MSSH is constructing the Neighborhood Park and
Tassajara Road ultimate improvements.
Conclusion:
Approval of this Development Agreement will implement provisions of the Eastern Dublin Specific Plan.
The proposal is consistent with both the General Plan and Specific Plan.
3
GENERAL INFORMATION:
APPLICANT/OWNER:
MSSH Dublin Development, LLC
2155 Las Positas Court, Suite T
Livermore, CA 94550
Attn: Kevin Peters
LOCATION:
East side of Tassajara Road, north side of Gleason Drive (future extension), west
of future Fallon Road extension;
ASSESSOR PARCEL:
985-002-004,985-003-001-02,985-003-02,985-003-003-02,985-002-003,985-
006-007, 985-007-002-09, 985-007-002-06 (230 ± acres)
GENERAL PLAN
DESIGNATION:
SPECIFIC PLAN
DESIGNAIION:
EXISTING ZONING
AND LAND USE:
Low and Medium Density Residential
PD Dublin Ranch Single Family Residential/Medium Density Residential
PD Low Density Residential
PD Medium Density Residential
PD Open Space
(g:pa98045\PCSR DA.doc)
4
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:08/ST. 10:08/NO. 4860102771 P 2
City of Dublin
When Recorded Mall To:
City Clerk
City of Dublin
I00 Civic Plaza
Dublin, CA 94568
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BETWE. E.N THE
CITY OF DUBLIN
AND
MSSH DUBIJN DEVELOPMENT, LLC
CENTEX HOMES
STANDARD PACIFIC CORP.
· AND
MSSH MAYFIELD LLC
FOR THE DUBLIN RANCH - PHASE I PROJECT
A'FI'ACHMENT .-/-.
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:09/ST. 10:08/N0. 4860102771 P 3
TABLE OF CONTENTS
Descrintion of PronerW ............... 3
Interest of Devdovet. ............................................ 4
Relationship. of City.. and Developer. .............................. . 4
Effective Date and Term ........................................ 4
4.1 ~ ............................................ 4
4.2 Term ................................................... 4
5.1 ammmx ......................................... 4
5.2 ~ ........................................... 4
5.3. Use of the 1.6 Neighborhoodv ................... ............. 5
5.4 Additional Conditions ..................................... 5
Applicable Rules. Re?lnfions and Oke~ei~l Policies .................... 6
6. I Rules re Permitted U~*~ .................................... 6
6.2 Rules re Design and Construction ............................ 6
6.3 lJrdform Codes Applicably .................................. 6
Subseouently Enacted Rules and Reettlations ..... 7
7.1 New Rules and R%ndations ................................. 7
7.2 At)pmval_of Atmlication - ~ .................................... 7
7.3 Moratorium Not Applicable ................................. 7
Subsequently Enacted or Revised Fees. Assessments and Taxe~ ........... 8
8.1 Fees. Exact_ions. Dedications ................................8
8.2 Revised Application Fee~n ................................... 8
8.3 ]gmx_Tmea .............................................. 8
8.4 Assessment~ ............................................. 8
Amendment or Cancellation ...................................... 9
9. I Modification Because of Conflict with State or_Federal Laws ....... 9
9.2 Amendment by Mutual Consent ............................. 9
DublL~MSSH Development Agreement Table of Contents - Page i of iii'
for Dublin Ranch - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:09/ST. 10:08/NO. 4860102771 P 4
10.
9.3 Insubstantial Amendments
94 ................................... 9 0]~
· Amendment of Pro!ect A~t}rgyaN ............... 9
95 C. ancelIation by Mutual ~;nscr~ ..............
' I0
10. I
10.2
and Issuance of Project ADvrovale ............ 10
Rules. Regulations and Policies Applicable to Pro!ect Approval~ .... 10'
T~tm of Proiect Am}rovaN
11.1 Review Date ............................................ 10
11.2 ~ ...................................... ]0
11.3 ~ ........................................... 11
11.4 Costs ................................................. 11
13.
14.
15.
I6.
17.
12.1 Other Remedies Available. ................................. 11
12.2 Notice of Defmflt and Request to C~re ....................... 11
12.3 Procedures for Termination ................................ 11
I2.4 No Damages Against CITY ................................ 12
Mortgagee Protection: Certain Rights of Cure, ....................... 13
14.1
14.2 Mortgagee Not Obligated
14.3 Notice of Defauh to Mortgagee and Extension of Right tO C-re .... 13
Attom~, s' F~es and Costs ....................................... 14
Transfers and Assi~tmments ..
17.1
17.2
17.3
17.4
17.5
Annroval and Notice of Sale. Transfer or Assiffnment 14
Effect of Sale, Tran,~fer or Assi~tmment ........................ 15
Permitted Transfer· Purchase or Assi~mmaent 15
Termination of Agreement Upon Sale of Individual Lots to Public. . 15
18. Agr~ eement Runs with the Lanfl .................................. 16
Dublin/MSSH Development Agreement Table of Contents - Page ii of iii
for Dublin Ranch - Phase I Project March 18, 1999
PROM MEYERS, NAVE, RIBACK, SILVER&WILSON (FRI) 3.19'99 10:09/ST. 10:08/NO. 4860102771 P 5
19.
20.
21.
22.
23.
24.
25.
2&
27.
21.1 P bli '" '" ........... 17
u C Liability and Property Damage Insurance, . .......... 17
21.2 Workers Compensation Insurance ........................... 17
21.3 Evidence of Insurance, .................................. 17
~ ............................................ 17
Notice~ ..................................................... 17
A~reement is Entire Understandin~ ....
~ ................................................ 19
~ ................................................. 19
Dublin/MSSH Development Agreement Table of Contents - Page Bi of iii
for Dublin Ranch - Phase I Project
March I8, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) B. 19' 99 10:10/ST. 10:0S/N0. 4860102771 P 6
THIS DEVELOPMENT AGREEMENT is.made and entered in the City of
I)ublin on this 2Oth (lay of April, 19~, by and between the CI'1'3( OF DUBLIN, a
Mtmicipal Corporation (hereMter "Cit)/'), MSSH Dublin Development LLC, a
C-~alileornia limked liability company '(MSSI-I,), Centex Homes, a Nevada general
partnership ("CENrlW_2K"), MSSH Mayfield LLC, a Delaware limited liability company
("MAYFIELD), and Standard Pacific CoT., a Delaware co~oratlon ("STANr)AtLD
PACIFIC") pursUant to the authority of §§ 65864 et seq. of the California
Government Code and Dublin Municipal Code, Chapter 8.56. MSSH, CENTEX,
MAYFIELD and STANDARD PACI3'IC are each referred to indMdually as
"DEVELOPER" and collectively as "DEVF_J~OPERS").
/L 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 such property; and
B. The City Council adopted the Eastern Dublin Specific Plan by
Resolution No. 53-93 which Plan is applicable to the Property; and
C. The Eastern Dublin Specific Plan requires DEVELOPE1LS to enter
into a development agreement; and
D. MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC desire to
develop and hold legal interest in certain real property located in the City of Dublin,
County of Alameda, State of California, which is more particularly described in
Exhibits A-1 (M$SH), A-2 (CENTEXL A-3 (MAYFIEI.D. and A4 (STANDARI~
P-,~.C.J.[~_}, re~ectively, attached hereto and incorporated herein by this reference,
and which real property is hereafter collectively called the "Properties"; and
E. MSSH, CENTEX, MAYFIEI.r) and STANDARD PACIFIC have
proposed the development of the Properties with a maximum of 847 homes in nine
neighborhoods, including a 5-acre neighborhood park, a 10-acre elementary school, a
stream corridor, and several p~et parka and commardty open space, all as depicted
generally on Y, adlillLLA:$.- (the "Proje~"); and
Dublin/IvlSSH Development.~g~reement Page 1 of 22
for Dublin Randa - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:10/ST. I0:08/NO. 4860102771 P 7
F. CITY has approved various land use approvals in connection with
the development of the Proiect, inducting a PD Dis~rlct rezoning (Ordinance No. 2-
96), general provisions for the PD District rezoning including the Land Use and
Development Plan (Res. No. 12-96); and a Master Vesting Tentative Map for Tract
6925 (Planning Commission Resolution No. 98-01) (collectively, together with any
approvals or permits now or hereafter issued [including those referred to in Redtal G,
H and I] with respect to the Project, the "Project Approvals"); and
G. MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC have
received approval to develop eight neighborhoods, which are shown on the Master
Vesting Tentative Map for Tract 6925, as follows:
Max. Number of Tentative Map Site Development
Neighborhood Owner/Developer Units (Planning Review (Planning
Comm. Keso.) Comm. Reso.)
M-I STANDARD 111 multi-family 98-57 ! 98-57
PACIFIC uaxits
M-2 STANDARD 45 multi-family 98-58 98-58
PACIFIC units
M-3 STANDARD 123 multi-family 98-59 98-59
PACIFIC uni~
L-I MSSH 91 single~ ,family 98-52 none
L-2 MAYFIFI r) 69 tingle-family 98-53 98-53
L-3 MAYFI~.I .D 86 single-family 98-54 98-54
L-4 MSSH 92 single-family 98-55 none
L5 CENTEX 113 single-family 98-56 98-56
H. Development of the L-1 and L-4 neighborhoods by MSSH is subiect
to the issuance of site development review approvals which, ff granted, shall
automatically become part of the Proiect Approvals as each such approval becomes
effective; and
Dublin/MSSH Development Agreement Page 2 of 22
for Dublin Ranch - Phase I Proiect March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3. I9'99 10:10/ST. 10:08/NO. 4860102771 P 8
I. Development of the L-6 neighborhood by MSSH is subject to the
issuance of tentative map a~xd site development review approvals which, if granted,
shall automatically become part of the Project Approvals as ca'ch s~ch approval
becomes effective; and
J. CITY desires the timely; efficient, orderly and proper development
of said Project; and
IL The City CoUncil has found that, among other things, this
Development Agreement is consistent with its General Plan and the Eastern Dublin
Specific Plan and has been reviewed and evaluated in accordance with Chapter 8.56;
and
L. CITY and DEVELOPERS have reached agreement and desire to
express herein a Development Agreement that will facilitate development of the
Project subject to conditions set forth herein; and
M. Pursuant to the California Environmental Q~,~;ity Act (CEQA) the
City has found, pursuant to CEQA Guidelines section 15182, that the Project is
within the scope of the Final Environmental Impact Report for the Eastern Dublin
General Plan Amendment and Specific Plan which was certified by the Council by
Resolution No. 51-93 and the Addenda dated May 4, 1993 and August 22, 1994
(the "EIR") and found that the EIR was adequate for this Agreement; and
Ordinance No.
effect on
On ,1999, the City Council of the City of Dublin adopted
__ approving this Development Agreement. The ordinance took
, 1999.
NOW, THEREFORE, with reference to the foregoing recitals and in
consideration of the mutual promises, obligations and covenants herein contained,
CITY and DEVELOPERS agree as follows:
Description of P~roperty.
.The property which is the subject of this Develop .merit Agreement is
described in Exhibit A, 1. A-2. A-3 and A4 attached hereto (collecuvely, the
"Properties").
Dublin/MSSH Development Agreement Page 3 of 22
for Dublin Ranch - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER &WILSON (FRI) 3,19'99 10:ll/ST. 10:08/NO. 4860102771 P 9
2. Interest of Developer,
MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC each has
a legal or equitable interest in one of the Properties in that each owns such property
as dLscribed in Exhibits A- 1, A-2, A-3 and A-4 respectively in fee simple.
3. Relationshio of City and Develor>er.
It is understood that this Agreement is a contract that has been
negotiated and voluntarily entered into by CITY and DEVELOPERS and that the
DEVELOPERS are not agents of CITY or each other. The CITY and DEVELOPERS
hereby renounce the existence of any form of joint venture or partnership between
them, and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as making the CITY and DEVELOPERS
(colleCtively or individually) joint venturers or partners.
4. Effective Date and Tern3.
4.1 ffe~ff_e~gv_e_.D_a~. The effective date of this Agreement shall
be the date upon which this Agreement is. signed by City,
4.2 Ie_~. The term of this Development Agreement shall
commence on the effective date and extend eight (8) years thereafter, unless said
term is otherwise terminated or modified by circumstances set forth in this
Agreement.
5.1 1~9_i~:~!~. MSSH, CENTEX, MAYFIELD and
STANDARD PACIFIC shall have the vested right to develop such portions of the
Proiect as will be located on their respective properties, as described in Exhibits A-l,
A-2, A-3 and A-4 respectively, in accordance with the terms and conditions of this
Agreement, the Proiect 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 ~. The permitted uses of the Properties, the
density and intemity 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
Dublin/MSSH Development Agreement Page 4 of 22
for Dublin Ranch - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:ll/ST. 10:08/N0. 4860102771 P 10
utilities (operated by crrY) and other terms and conditions of development
applicable to the Properties, shall be those set forth in this Agreement, the Project
Approvals and any amendments to this Agreement or the Project Approvals.
5.3. Use of the L-6 Neighborhood, MSSH shall have the
vested right to develop the L-6 Neighborhood in accordance with the land use
designations shown on the General Plan Land Use Map (Figure 2B) and the Eastern
Dublin Specific Plan (Figure 4.1) and the Vesting Tentative Map for Tract 6925,
provided that all required approvals are obtained (including tentative map and site
development review) and provided fttrther that approval of may units per acre over
the minimum units per acre shown in the General Plan and Specific Plan are not
guaranteed by this agreement but, rather, are dependent on findings of consistency
with all other policies of the General Plan and Specific Plan and environmental review
5.4 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in ~ attached hereto and incorporated
herein by reference.
5.4.1 Subsequent Discretiona .ry Ap_ provak.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions. (These conditions do not affect Developer's
responsibility to obtain all other land use approvals required by the
ordinances of the City of Dublin.)
See Exhibit B
5.4.2 Mitigation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or
mitigate adverse environmental impacts of the Project or otherwise
relating to devdopment of the Project.
See Exhibit B
5.4.3 ~. Provisions that the Project be
constructed in specified phases, that construction shall commence
within a spedfied time, and that the Project or any phase thereof be
completed within a specified time.
See Exhibit B
5.4.4 ~. Finandal plans which identify
necessary capital improvements such as streets and utilities and
Dublin//VlSSH Development Agreement Page 5 of 22
for Dublin Ranch - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3. 19' 99 10:12/ST. 10:08/NO. 4860102771 P 11
sources of funding.
See Exhibit B
5.4.5 F~.l,.l~lil:atLo~s. Terms relating to payment of
fees or dedication of property.
See Exhibit B
5.4.6 ~. Terms relating to subsequent
reimbursement over time for financing of necessary- public fadlities.
See F~hibit B
5,4.7
~. Miscellaneous terms.
See Exhibit B
6. Applicable Rules. R%mlations and Official Policies.
6.1 Rules re Permitted Uses. For the term of this Agreement,
the City's ordinances, resolutions, rules, reg~flotions and official polities governing the
permitted uses of the Properties, governing density and intensity of use of the
Properties and the maximum height, bulk and size of proposed buildings shall be
those in force and effect on the effective date of this Agreement.
6.2 Rules re DesLtm and Construcxig~, Unless otherwise
expressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official policies governing design, improvement and
construction standards and specifications applicable to the Project shall be those in
force and effect at the time of the applicable discretionary Project Approval. if a
Project Approval consists of a vesting tentative map, the time of such Project
Approval will be the date the application for the vesting tentative map was deemed
complete.
Ordinances, resolutions, rules, regulations and official policies governing
design, improvement and construction standards and specifications applicable to
public improvements to be constructed by MSSH or the other DEVELOPERS shall
be those in force and effect at Otc time of the applicable permit approval for the
public improvement.
6.3 _Uniform Codes Applicable, Unless expressly provided in
Paragraph 5 of this Agreement, the Project shall be constructed in accordance with
DublinaVlSSH Development Agreement Page 6 of 22
for Dublin Ranch - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:12/ST. 10:08/NO. 4860102771 ? 12
the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire
Codes and Title 24 of the California Code Of Regulations, rdating to Building
Standards, in effect at the time of approval of the appropriate building, grading, or
other construction permit~ for the Project.
7. Subsequently Enacted Rules and.Re_tnflationg.
7. I New Rules and Retvalations. During the term of this
Agreement, the CITY may apply new or modeled ordinances, resolutions, rules,
regulations and official policies of the CITY to the Properties 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 Properties as set forth in this Agreement fi: (a) the
application of such new or modified ordinances, resolutions, rules, reguhtions or
official policies would not prevent, impose a substantial financial burden on, or
materially delay development of the Properties as contemplated by this Agreement
and the Project Approvals and (b) if such ordinances, resolutions, rules, regulations or
official policies also apply to all other large scale residential development in Dublin.
7.2 Approval of Application_. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of new or modified ordinances,
resolutions, rules, regulations and policies provided that: (a) the application of such
new or modified ordinances, resolutions, rules, regulations or policies is consistent
with the limitations identified in Paragraph 7.1 above; (b) such subsequent actions
shall be othenvise in compliance with the conditions, terms, restrictions, and
requirements expressly set forth in this Agreement; and (c) the application of such
new or modified ordinances, resolutions, rules; regulations or policies is prospective
only.
7.3 Moratorium Not A~plicalqe. Notwithstanding anytixing to
the contrary contained herein, in the event ax~ ordinance, resolution or other measure
is enacted, whether by action of CITY. by initiative, referendum, or otherwise, that
imposes a building moratorium which affects the Project on all or any part of the
Property, CITY agrees that such ordinance, resolution or other measure shall not
apply to the Project, the Properties, 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 def'med in Government Code § 8558.
DublLn/MSSH Development Agreement
for Dublin Ranch - Pha~ I Project Page 7 of 22
March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3. I9'99 10:13/$T. 10:08/N0.4860102771 P 13
8. Subsequently Enacted Or Revised Fees. Assessment~ and Taxes.
8.1 Fees. Exactions. Dedications, CITY and DEVELOPERS
agree that the fees payable and exactions required in connection with the
development of the Project for purposes of mitigating environmental and other
impacts of the Project, providing infrastructure for the Project and complying with
the Specific Plan shall be those set forth in the Project Approvals and in this
Agreement (including Exhibit B). The CITY shall not impose or require payment of
any other fees, dedications of land, or construction of any public improvement or
facilities, shall not increase or accelerate existing fees, dedications of land or
construction of public improvements, in connection with any subsequent
discretionary approval for the Properties, except as set forth in the Project Approvals
and this Agreement (including ~).
The parties acknowledge and agree that CITY shall not impose any
fees which are not in effect on thc Effective Date.
Any fee increases are subject to the provisions of Goverrunent Code
{}66000 et seq.
8.2 Revised Application Fee,S. Any existing application,
processing and inspect_ion fees that are revised during the term of this Agreement
shall apply to the Project provided that (1) such fees have general applicability; (2)
the application of such fees to the Property is prospective; and (3) the application of
such fees would not prevent development in accordance with this Agreement. By so
agreeinfv DEVELOPER does not waive its fights to challenge the legality of any such
application, processing and/or inspection fees.
8,3 N~Tsl~. Any subsequently enacted dty-wide taxes
(other than development exdse taxes) shall apply to the Project provided that: (I)
the application of such taxes to the Property is prospective; and (2) the application of
such taxes would not prevent development in accordance with this Agreement. By so
agreeing. DEVELOPERS do not waive their fights to challenge the legality of any
such t2xes.
8.4 Assessments. Nothing herein shall be construed to relieve
the Property from assessments levied against it by City pursuant to any statutory
procedure for the assessment of property to pay for infrastructure and/or services
which benefit the Property. By so agreeing, DEVELOPERS do not waive their rights
DublLr~qMSSH Developmea~t ~Ireement Page $ of 22
for ~blin It&ne. la - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.'19' 99 10:13/ST. i0:08/NO. 4860~0277i P ~4
to challenge the legality of any such assessments or to protest in any manner thc
imposition thereoL
9. Amendment or Canc~llatioll.
9.1 Modification Bemuse of Conflict with State or Federal
~ws. In the event that state or l~deral laws or regulations enacted after the effective
date of this Agreement prevent or preclude compliance with one or more provisions of
this Agreement or require changes in plans, maps or permits approved by the City,
the parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply with such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance with Chapter 8.56.
9.2 Amendment by. Mutual Consent. This Agreement may be
amended in writing from time to time only by mutual consent of the parties hereto
and in accordance with the procedures of State law and Chapter 8.56. An
amendment relating to a right or obligation of a DEVELOPER which does not affect
any rights or obligations of the three other developers shall require only the
agreement of CITY and the affected DEVELOPE1L
· 9.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding paragraph 9.2, any amendments to this Agreement which
do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the
permitted uses of the Properties as provided in paragraph 5.2; (c) provisions for
"significant" reservation or dedication of land as provided in Exhibit B: (d) conditions,
terms, restrictions or requirements for subsequent discretionary actions; (e) the
density or intensity of use of the Project; (f) the maximum height or size of proposed
buildings; or (g) monetary contributions by a DEVELOPER as provided in this
Agreement, shall not, except to the extent otherwise required by law, require notice or
public hearing before either the Planning Commission or the City Council before the
parties may execute an amendment hereto. CITes Public Works Director shall
determine whether a reservation or dedication is "significant".
9.4 Amendment of Pro!ect Approvals. Any amendment of
Project Approvals relating to: (a) the permitted use of the Properties; (b) provisions
for significant reservation or dedication of land as provided in Exhibit B; (c)
conditions, terms, restrictions or requirements for subsequent discretionary actions;
(d) the density or intensity of use of the Project; (e) the max~um height or size of
Dublin/MSSH Development Agreement
for Dublin Ranch - Phase I Project
Page 9 of 22
March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 9. 19' 99 10:14/ST. 10:08/N0. 4860102771 P 15
proposed buildings; (0 monetary contributions by a DEVELOPER as provided in this
Agreement; or (g) public improvements to be constructed by a DEVELOPER shall
require an amendment of this Agreement. Such amendment shall be limited to those
provisions of this Agreement which axe implicated by the amendment of the Project
Approval. Any other amendment of the Project Approvals, or any of them, shall not
require amendment of this Agreement unless the amendment of the Project
Approval(s) relates specifically to some provision of this Agreement.
9.5 Cancellation by Mutual Consent. Except as othenvise
permitted herein, this Agreement may be canceled in ~vhole or in part only by the
mutual consent of the parties or their successors in interest, in accordance with the
provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and ~
of this Agreement prior to the date of cancellation shall be retained by CITY. CITY
and a DEVELOPER may consent to cancel this Agreement solely as between CITY
and such DEVELOPER without the consent of the other parties.
I 0. Term and Issuance of Pro!ect Approval
10.1 Rules. Re_tnxlatian.~ and Policies Atmlicable to Pro!ect
Approvals. Ail applications for Project Approvals submitted-l~y a DEVELOPER after
the Effective Date will be considered by CITY in light of and in accordance with only
those rules, regulations and official policies that are permitted to be applied to the
Project pursuant to Sections 6 and 7 above and any Project Approvals issued as of the
Effective Date.
10.2 Term of Pro!ect A.t~. r0v~l,S. Pursuant to California
Government Code Section 66452.6(a), the term of the tentative maps described in
Recital G above shall automatically be extended for the term of this Agreement. The
term of any other Project Approval shall be extended only if so provided in Exhibit B.
11.1 Review Date. The annual review date for this Agreement
shall be August 15, 2000 and each August 15 thereafter.
I 1.2 ~. The CITY's Community
Development Director shall initiate the annual review, as required under Section
8.56.140 of Chapter 8.56, by giving to DEVELOPERS thirty (30) days' written
notice that the CITY intends to undertake such review. DEVELOPERS shall provide
Dublin/MSSH Development Agreement Page 10 of 22
for Dublin Ranch - Phase I Project March 1 $, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3. 19' 99 10:14/ST. 10:08/N0. 4860102771 P 16
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'grind faith compliance with the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compIiance at Such hearing is upon the DEVELOPERS.
11.3 ~. To the extent practical, CITY shall deposit
in the mail and fax to DEVELOPERS a copy of all staff reports, and related exhibits
concerning contract performance at least five (5) days prior to any annual review.
I 1.4 Cost_s. Costs reasonably incurred by CITY in cormection
with the annual review shall be paid by DEVELOPERS in accordance with the City's
schedule of fees in effect at the time of review.
12.1 Other Remedie_~ Available. Upon the occurrence of an
event of default, the Parties may pursue all other remedies at law or h~ 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 of Default and Request to Cur,_, Upon the
occurrence of an event of default by any party, the nondefaulttng party shall serve
written notice of such default upon the defaulting party. ("Notice of Default and
Request to Cure"). Failure to give notice shall not constitute a waiver of any default.
12.3 Procedures for Termination. If the default is not cured by
the defaulting party within thirty (30) days after service of the Notice of Default and
Request to Cure ("Cure Period"), the non-defaulting party desiring to terminate this
Agreement may then commence the termination of this Agreement by serving on the
defaulting party a written "Notice of Intent to Terminate" this Agreement; provided,
however, that ff the default cannot be cured within the Care Period, the
nondefaulting party shall refrain from'any such commencement of the termination of
this Agreement or any other legal or equitable action so long as the defaulting party
begins to cure Such default within tlte Cure Period and diligently pursue Such cure to
completion.
If a Notice of Intent to Texminate is served by CITY on a
Dublin/MSSH Development Agreement
for Dublin Ranch - Phase I Project Page i 1 of 22
March 18. 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON' (FRI) 3.19'99 10:IS/ST. 10:08/NO. 4860102771 P I7
DEVELOPER, the matter shall be reviewed and considered by the City Council in
the ~tarmer set forth in California Government Code §65868. Termirmtion shall be
effective upon the passage of thirty (30) days following such consideration and review
by the City Council, unless the default is resolved to the rnut-~! satisfaction of the
parties prior to such date. If a Notice of Termination is served by a DEVELOPER on
CITY, within thirty (30) days after such service, the matter shall be reviewed and
considered by the City Council for the purpose of determining whether CITY should
take any further curative action in light of the service by such DEVELOPER of the
Notice of Intent to Terminate, Termination shall be effective upon the passage of
fifteen (15) days following such consideration and review by City Council (or forty-
five [45] days following delivery by such DEVELOPER of a Notice of Intent to
Terminate if the City Council fails to complete its review and consideration of such
matter in accordance with the provisions of the preceding sentence), unless the
default is resolved to the mutual satisfaction of the parties prior to such date and
evidenced in writing.
Termination ~ to a DEVELOPER shall not affect the tights or obligations
of the three other developers, unless otherwise reasonably specified by CITY.
12.4 No Damages A~inst CITY. In no event shall damages be
awarded against CITY upon an event of default or upon termination of this
Agreement.
Any party may, at any time, and from time to time, request written
notice from any other party requesting such party to certify in writing that, (a) this
Agreement is in full force and effect and a binding obligatfion of the parties, (b) this
Agreement has not been amended o3 modified either orally or in writing, or if so
amended, identifying the amendments, and (c) to the knowledge of the certifying
party the requesting party is not in default in the performance of its obligations under
this Agreement, or if in default, to describe therein the nature and amount of any
such defaults. A party receiving a request hereunder shall execute and return such
certificate within thirty (30) days following the receipt thereof, or such longer period
as may reasonably be agreed to by the parties. City Manager of CITY shall be
authorized to execute any certificate requested by a DEVELOPER. Should the party
receiving the request not execute and return such certificate within the applicable
petiod, this shall not be deemed to be a default, provided that such party shall be
deemed to have certified that the statements in clauses (a) through (c) of this section
Dublin/MSSH Development Agreement Page 12 of 22
for Dublin Ranch - Pha~e I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER i WILSON (FRI) 3. I9'99 10:15/ST. 10:0S/N0. 486010~771P I8
are true, and any party may rely on such deemed certification.
14. Mortga.ggee Protection: Certain~ght.q of Cure,.
14.1 MllrIgagt&Pmllt~h~. This Agreement shall be superior
and senior to any lien placed upon the property described in Exhibits A-1. A-2. A-3
and/or A-4, or any portion thereof after the date of recording this Agreement,
inducting the lien for any deed of trust or mortgage ("Mortgage"). Notwithstanding
the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the
lien of any Mortgage made in good faith and for value, but all the terms and
conditions contained in this Agreement shall be binding upon and effective against
any person or entity, including any deed of trust beneficiary or mortgagee
(~Mortgagee") who acquires title to the Properties, or any portion thereof, by
foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
14.2 Mortgagee Not Obligated. Notwithstanding the provisions
of Section 14.1 above, no Mortgagee shall have any obligation or duty under this
Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or
complete the construction of improvements, or to guarantee such construction of
improvements, or to guarantee such construction or completion, or to pay, perform or
provide any fee, dedication, improvements or other exaction or imposition; provided,
however, that a Mortgagee shall not be entitled to devote the Properties to any uses
or to construct any improvements thereon other than those uses or improvements
provided for or authorized by the Project Approvals or by this Agreement.
14,3 Notice of Default to Mortgagee andExxension of Right to
Cure. If CITY receives notice from a Mortgagee requesting a copy of any notice of
default given a DEVELOPER hereunder and specifying the address for service
thereof, then CITY shall deliver to such Mortgagee, concm-rently with service thereon
to such DEVELOPER, any notice given to such DEVELOPER with respect to any
claim by CITY that such DEVELOPER has committed an event of default, Each
Mortgagee shall have the right during the same period available to such
DEVELOPER to cure or remedy, or to commence to cure or remedy, the event of
default claimed set forth in the CITY's notice. CITY, through its City Manager, may
extend the thirty-day cure period provided in paragraph 12.2 for not more than an
additional sixty (60) days upon request of such DEVELOPER or a Mortgagee.
Dublin/MSSH Developmem Agreement Page 13 of 22
for Dublin Ranch - Phase I l'mjeCt March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:16/ST. 10:08/NO. 4860102771 P 19
15. Severability.
The tmenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
16. Attom .eys' Fees and Cos~.
If CITY or a DEVELOPER initiates any action at law or in equity to
enforce or interpret the term.q and conditions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs in addition to any
other relief to which it may otherwise be entitled. 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. DEVELOPERS shall bear their owat costs of defense as real
parties 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 act.ion or
other proceeding.
17. Transfers and Assi~nmeqtS.
17.1 ~. It is anticipated that a DEVELOPER may
sell, transfer or assign port. ions of its Propexty 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, such DEVELOPER may sell, transfer or assign to such
Transferee any or all rights, interests and obligations of such DEVELOPER arising
hereunder and that pertain to the portion of the Property being sold or transferred, to
such Transferee, provided, however, that: a) no such transfer, sale or assignment of a
DEVELOPER's rights, intcrcsts and obligations hereunder shall occur without prior
written notice to CITY and approval by the City Manager, which approval shall not
be un.reasonably withheld or delayed: and b) MSSH may not transfer, sell or assign
its obligation to construct any of those improvements to Tassajara Road or the
neighborhood park described in Exhibit B,
17.2 Approval and Notice~fSale. Tranzfex_oxAssi~nment. The
City Manager shall consider and decide on any transfer, sale or assignment within ten
(10) days after a 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
Dublin/MSSH Development Agreement Page 14 of 22
for Dublin Ranch- Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) ~,I9'99 10:16/ST, 10:08/NO, 4860102771 P 20
DE.V~LOPER's obligations hereunder. Notice of any such approved sale, transfer or
assignment (which includes a description of all fights, interests and obligations that
have been transferred and those which have been retained by such DEVELOPER)
shall be recorded in the official records of Alameda Cotmty, in a form acceptable to
the City Manager, concurrently with such sale, transfer or assignment.
17.3 Effect of Sale. Transfer or Assignment. A DEVELOPER
shall be released from any obligations hereunder sold, 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 axe expressly assumed
by Transferee; provided further in no event shall MSSH be released from its
obligation to construct any of those improvements to Tassajara Road or the
neighborhood park described in ~ and provided that such 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 t.o subparagraphs 17.1 and 17.2 of this Agreement.
17.4 _Eennitted Transfer. Purchm~e or Assignme~lt. The sale or
other transfer of any interest in the Property to a purchaser ("Purchmse~') pursuant to
the exercise of any right or remedy under a deed of trust encumbering a
DEVELOPER'S interest in its Property shall not require City 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.
17.5 Termination of Affr~ eement Uvon Sale of Individual Lots to
]~ub]ic. -
Notwithstanding any provisions of this Agreement to the contrary, the
burdens of this Agreement shall t '
ermmate as to any lot which has been finally
subdivided (i.e. only one dwelling unit is anticipated to be constructed on such lot)
and individually leased or sold (i.e. not in "bulk") to a custom homebuilder or person
intending to construct his or her own home on such lot; provided, however, that: a)
the benefits of this Agreement shall continue to run as to any such lot until
occupancy of the building to be constructed thereon; and b) MSSH's obligation to
construct those improvements to Tassajara Road and neighborhood park described in
~ shall continue until they have been completed and accepted by the CITY as
provided in ~fl:fih[~.
Dublin/NISSH Development Agreement
for Dublin Ranch - Phase I Project Page 15 of 22
March ltl, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FR.I) 3. 19' 99 10:I7/ST. 10:08/NO. 4860102771 P 2I
18. A~t~eement Runs with the Land,
Except as otherwise provided in accordance with Section 17 above,
all of the provisions, rights, terms, covenants, and obligations contained in this
Agreement shall be binding upon the parties and their respective heirs, successors and
assignees, representatives, lessees, and all other persons acquiring the Properties, or
any one 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
nmnlng with the land pursuant to applicable laws, including, but not limited to,
Section 1468 of the Civil Code of the State of California. Each covenant to do, or
refrain from doing, some act on the Properties hereunder, or with respect to any
owned property, (a) is for the benefit of such properties and is a burden upon such
properties, (b) hms with such properties, and (c) is binding upon each party (with
respect to the Property owned by such 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 iLq property hereunder and each other person succeeding
to an interest in such properties.
bankruptcy.
The obligations of this Agreement shall not be dischargeable in
20. Indemnification.
Each DEVELOPER agrees to indemrdfy, defend and hold harmless
CITY, and its elected and appointed cou_m41% boards, commissions, officers, agents,
employees, and representativcs from any and all claims, costs (including legal fees and
costs) and liability for any personal injury or propexty damage which may arise
directly or indirectly as a result of any actions or inactions by such DEVELOPER, or
any actions or inactions of such DEVELOPER's contractors, subcontractors, agents,
or employees in connection with the construction, improvement, operation, or
maintenance of the Project, provided that such DEVELOPER shall have no
indemnification obligation with respect to negligence or wrongful conduct of CITY,
its contractors, subcontractors, agents or employees or with respect to the
maintenance, use or condition of any improvement after the time it has been
dedicated to and accepted by the CITY or another public entity (except as provided
in an improvement agreement or maintenance bond).
Dublin/MSSH Development Agreement Page 16 of 22
for Dublin Ranch - Phase I Project M~rch 18. 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) ~. 19' 99 10:17/ST. 10:08/NO. 4860102771 P 22
21.1 Public Liability and Property Damage Insurance. During
the term of this Agreement, each DEVELOPER sh~ll n~aintain in effect a policy of
comprehensive general liability insurance with a per-occurrence combined single limit
of not less than one million dollars ($1,000,000.00) and a deductible of not more
than ten thousand dollars ($I0,000.00) per claim. The policy so maintained by
DEVELOPER shall name the CITY as an additional insured and shall include either a
severabilit¥ of interest clause or cross-liability endorsement.
21.2 55forkers ComDen,~ation Insurance. During the term of this
Agreement each DEVELOPER shall mah~tain Workers Compensation insurance for
all persons employed by such DEVELOPER for work at the Project site. Each
DEVELOPER shall require each contractor and subcontractor similarly to provide
Worker's Compensation insurance for its respective employees. Each DEVELOPER
agrees to indemnify CITY for any damage resulting from such DEVELOPER's failure
to maintain any such insurance.
21.3 Evidence of Insuran~. Prior to City Council approva/of
this Agreement, DEVELOPERS shall furnish CITY satisfactoxy evidence of the
insurance required in Sections 2 I. 1 mad 21,2 and evidence that the carrier is requ/red
to give the CITY at least fifteen days prior written notice of the cancellation or
reduction in coverage of a policy. The insurance shall extend to the CITY, its elective
and appointive boards, commissions, officers, agents, employees and representatives
and to DEVELOPERS performing work on the Project.
DEVELOPER acknowledges that it must obtain water and sewer
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not within the control of CITY.
23. Notic¢~.
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:
Dublin/MSSH Development Agreement
for Dublin Ranch - Phase I Project Page 17 of 22
March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3. 19' 99 I0:18/ST. I0:08~N0. 4860102771
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
Notices required to be given to MSSH shall be addressed as follows:
Kevin Peters
Shea Homes
2155 Las Positas Court, Suite T
Livermore, CA 94550
With a copy to:
Clark Morrison
Morrison & Foerster, LLP
101 Ygnacio Valley Road, Suite 450
Walnut Creek, CA 94596-8130
Notices required to be given to CENTEX shall be ad&essed as follows:
John Ocshner
1855 Gateway Boulevard
Concord, CA 94520
Notices required to be given to STANDARD PACIFIC shall be addressed as follows:
Doug Krah
3825 Hopyard Road, Suite 195
Pleasanton, CA 94588
Notices required to be given to MAYFIELD shall be addressed as follows:
Kevin Peters
Shea Homes
2155 Las Positas Court, Suite T
Livermore, CA 94550
A party may change address by giving notice in writing to the other party and
DublirdMSSH Development Agreement
for Dublin Ranch - Phase I Pwject Pag~ 18 of 22
March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3. 19' 99 10:18/ST. I0:08/N0. 4860102771 P 24
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 45 hours after being deposited in the United States Mail. Notices may
also be given by overnight courier which shall be deemed given the following day or
by facsimile transmission which shall be deemed given upon verification of receipt.
24. Agr~ eement is Entire.Understandinz.
of the parties.
This Agreement constitutes the entire understanding and agreement
The following documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full:
J~xhibit A,.1. A-2. A-3 and A-4_
Legal Description of
Properties
Map
Additional Conditions
Map of Tassaiara
Road Improvements
Estimate of Costs for
Revised TIF
This Agreement is executed in five (5) duplicate originals, each of
which is deemed to be an original.
27. Recordation.
CITY shall record a copy of this Agreement within ten days
following execution by all parties.
Dublln/MSSH Development Agreement
for Dublin Ranch - Phase I Project Page 19 of 22
March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3. 19' 99 10:18/ST. 10:08/NO. 4860102771 P 25
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:
Mayor
ATTEST:
By: Date:
CiD, aerk
APPROVED AS TO FORM:
Ci~AttomeT
MSSH DEVELOPMENT LCC,
a California limited liability Company
Date:
Its
CENTEX HOMES,
a Nevada general partnerskip
DubRn/MSSH Development Agreement Page 20 of 22
for Dublin Ranch - Phase I Project March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:19/ST. 10:08/N0.4860102771 P 26
By: Centex Real Estate Corporation
David Barkely, Divisiozt President
MSSH Mayfield LLC,
a Delaware limited liability company
Date:
By:
Its
Date:
STANDARD PACIFIC,
a Delaware corporation
By:
Its
Date:
APPROVED AS TO FORM:
~ttomey for Surplus Property
Authority of the County of Alameda
Attorney for MSSH Dublin
Development
~ttomey for Centex Real Es{ate Corporation
Attorney for MSSH Mayfield
D~blin,'tMSSH Development Agreement
for Dublin Ranch. Phase I Project Page 21 of 22
March 18, 1999
FROM MEYERS, NAVE, RIBACK, SILVER & WILSON (FRI) 3.19'99 10:19/ST. 10:08/NO. 4860102771 P 27
Attorney for Standard Padfic
Dublin/mSSH Development Ag~ement Page 22 of 22
for Dublin Ranch - Phase I P~oject
March 18, 1999
EXHIBIT ".4-1'
PAGE 1 OF 2
19100-1
3/17/99
REV. 3/18/99
B.C.
DE$CRIFrION
BEING AIL OF LOTS 114, 115 AND 116, INCLUSIVE, AS SHOWN UPON THAT
CERTAIN FINAL MAP ENT1TI'.k-23: "TRACT 696O" AS I~.RT~ ON THE TH DAY
OF ., 19 IN BOOK OF MAPS, AT PAGES TO
.... INCLUSIVE, ALAiM'~.I~A COUNT~ RECORDS, CALIFORNIA, LYING AND
BEING IN THE CITY OF DUBLIN, COUNTY OF ALAM~A, STATE OF
CALIFORNL~.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08_
BEING AIJ. OF PARC!~$ 'A' THROUGH 'H', INCLUSIVE, AS SHOWN UPON
THAT CERTAIN FINAL MAP ENTITLEr): "TRACT 6957" AS Fn'.ED ON THE
T~ DAY OF , 19__ IN BOOK __ OF MAPS, AT PAGES
__ TO __., EMCLUSIVE, ALAMEDA COUNTY KECOILDS, CALIFOKNL~,
LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE
OF CAI I~ORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-09.
BEING AIL OF PARCELS 'A', 'D' THROUGH T, AND 'K' TItROUGH 'Y',
INCLUSIVE, AS SHOWN UPON THAT CERTAIN FINAL MAP ENTITLED:
"TRACT 6960" AS FILED ON THE T~ DAY OF 19 IN
BOOK ~ OF MAPS, AT PAGES TO , INCLUSIVE, ALAMI:~A
COUNTY RECORDS, CAIJI~)RNIA, LYING AND BEING IN THE CiTY OF
DUBLIN, COUNTY OF ALAMEDA, STATE OF cALr~ORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
BEING ALT. oF PARCELS 'B', 'C' AND T, SUBJECt TO THE TERMS OF THE
DEDICATION TO ~ PUBLIC AS SHOWN UPON THAT CERTAIN FINAL MAP
ENTITLED: "TRACT 6960" AS PII.I:.D ON THE m DAY OF ,
19 IN BOOK __ OF MAPS, AT PAGES TO . INCLUSIVE,
ALAMI:~A COUNTY RECORDS, CALIFORNIA, LYINO AND BEING IN THE
CITY OF DUBI IN, COUNTY OF ALA/V~.DA, STATE OF CAI.mORN'IA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
EXHIBIT "A-I" 19100-1
PAGE 2 OF 2 3/17/99
[M~H-SHEA] REV. 3/18/99
B.C.
BEING AIL OF PARCELS 'A' THROUGH 'K', INCLUSIVE, AS SHOWN UPON
THAT CERTAIN FINAL MAP ENTITLED: "TRACT 6962" AS l~.Fr~ ON THE
Ta DAY OF , 19__ IN BOOK __. OF MAPS, AT PAGES
__ TO __., INCLUSIVE, ALAMEDA COUNTY RECORDS, CAI.r~oRNIA,
LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE
OF CALIFORNIA,
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
BEING AT J. OF PARCELS 'A' THROUGH 'G', INCLUSIVE, AS SHOWN UPON
THAT CERTAIN FINAL MAP ENTI~.I~.D: "fRACT 6963" AS i~FD ON THE
va DAY OF ., 19__ IN BOOK __ OF MAPS, AT PAGES
TO , INCLUSIVE, ALAaM~.DA COUNTY RECORDS, CAIJFORNIA,
LYING AND BEING IN THE CITY OF DUBLIN, COUNTY OF ALAMEDA, STATE
OF C~I .WORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-09.
BEING AIL OF PARCELS 'A' THROUGH 'S', INCLUSIVE, AS SHOWN UPON
THAT CERTAIN FINAL MAP ENTrI3F. D: 'qRACT 6964" AS FIL~13 ON THE
ru DAY OF ....... 19 IN BOOK OF MAPS, AT PAGES
__ TO , INCLUSIVE, ALA!~:~)A COUNTY RECORDS, CAL~ORNIA,
LYING AND BEING IN TI-IE CITY OF DUBLIN, COUNTY OF ALA1VT~DA, STATE
OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUIVIBER 985-0003-003-08.
CML i~NGIN~ERING, LAND PLANNING, [AND
5142 ~ ~ ~ ~ ~ ~ 9~
(~5) ~2~90
EXHIBIT "A-2" 19100-1
PAGE 1 OF 1 3/17/99
[CENTEX] F.C.I.
DESCRIPTION
BEING ALL OF LOTS 1 THROUGH 113, INCLUSIVE, AS SHOWN UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6960" AS FILED ON TH]~ T, DAY OF
19 IN BOOK __ OF MAPS, AT PAGES TO , INCLUSIVE, ALAMEDA
COUNTY RECORDS, CALIFORNIA, LYING AND BEING IN TI-IE CITY OF DUBLIN, COUNTY
OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
END OF DESCRIPTION
PROFESSIONAL LAND SURVEYOR NO. 5859
(EXP. 12/31/2000)
STATE OF CALIFORNIA
MACKAY & SOMPS
DATE
5142 FRANKLIN DRIVE, SUITE B PLEASANTON, DA 94588-3355
EXHIBIT "A-3" 19100-1
PAGE 1 OF 1 3/17/99
[MAYFIELD] F.C.I.
DESCRIPTION
BEING ALL OF LOTS 1 THROUGH 69, INCLUSIVE, AS SHOWN UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6957" AS FILED ON TIIE TH DAY OF
19 IN BOOK .-- OF MAPS, AT PAGES __ TO , INCLUSIVE, ALAMEDA
COUNTY RECORDS, CALIFORNIA, LYING AND BEING IN THE CITY OF DUBLIN, COUNTY
OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-09.
BEING ALL OF LOTS I THROUGH 86, INCLUSIVE, AS SHOWN UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6958" AS FILED ON THE t~ DAY OF
19 IN BOOK -- OF MAPS, AT PAGES __ TO , INCLUSIVE, ALAMEDA
COUNTY RECORDS, CALIFORNIA, LYING AND BEING IN TH~ CITY OF DUBLIN, COUNTY
OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-09.
END OF DESCRIPTION
FRED C. ING~[j~, LICENSED
PROFESSIONAL LAND SURVEYOR NO. 5859
(EXP. 12/31/2000)
STATE OF CALIFORNIA
DATE
MACKAY & SOMPS
5142 FRANKLIN DRIVE, SUITE B PLEASANTON, CA 94588-3355
(925) 225-0690
EXHIBIT "A-4"
PAGE 1 OF 1
[STANDARD PACIFICI
19100-1
3/17/99
F.C.I.
DESCRIPTION
BEING ALL OF LOTS 1 THROUGH 111· INCLUSIVE, AS SHOWN UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6962" AS FILED ON THE Tn DAY OF
19 IN BOOK __ OF MAPS, AT PAGES __ TO , INCLUSIVE, ALAMEDA
COUNTY RECORDS, CALIFORNIA, LYING AND BEING IN THE CITY OF DUBLIN, COUNTY
OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
BEING ALL OF LOTS i THROUGH 45, INCLUSIVE· AS SHOWN UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6963" AS FILED ON THE wa DAY OF
19 IN BOOK __ OF MAPS, AT PAGES __ TO , INCLUSIVE· ALAMEDA
COUNTY RECORDS, CALIFORNIA, LYING AND BEING IN THE CITY OF DUBLIN, COUNTY
OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-09.
BEING ALL OF LOTS I THROUGH 123, INCLUSIVE, AS SHOWN UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6964" AS FILED ON TI{E ~ DAY OF
19 IN BOOK __ OF MAPS, AT PAGES __ TO , INCLUSIVE· ALAMEDA
COUNTY RECORDS, CALIFORNIA, LYING AND BEING IN THE CITY OF DUBLIN, COUNTY
OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
END OF DESCRIPTION
· LICENSED
PROFESSIONAL LAND SURVEYOR NO. 5859
(EXP. 12/31/2000)
STATE OF CALIFORNIA
DATE
MACKAY & SOMPS
(925) 225-0690
DUBLIN RANCH - PHASE 1
~XH~B~T A- 5
EXHIBIT B
Additional Conditions
The following Additional Conditions are hereby imposed pursuant to Paragraph 5.4 above.
Subparagraph 5.4.1 -- Subsequent Discretionary Approvals
None.
Subparagraph 5.4.2 -- Mitigation Conditions
Subsection a. Infrastructure Sequencing Program
The Infrastructure Sequencing Program for the Project is set forth below.
(i) Roads:
The project-specific roadway improvements (and offers of dedication) described
below and those identified in Planning Commission Resolution Nos. 98-52 [approving Vesting
Tentative Map for the L-1 neighborhood]; 98-53 [approving Vesting Tentative Map and Site
Development Review for the L-2 neighborhood]; 98-54 [approving Vesting Tentative Map and
Site Development Review for L-3 neighborhood]; 98-55 [approving Vesting Tentative Map for
L-4 neighborhood]; 98-56 [approving Vesting Tentative Map and Site Development Review for
L-5 neighborhood]; 98-57 [approving vesting tentative map and Site Development Review for
M-1 neighborhood]; 98-58 [approving Vesting Tentative Map and Site Development Review for
M-2 neighborhood]; and 98-59 [approving Vesting Tentative Map and Site Development Review
for M-3 neighborhood] of the Planning Commission (collectively, these resolutions are referred
to as the "Conditions of Approval") shall be completed to the satisfaction of the Public Works
Director at the times and in the manner specified in the Conditions of Approval unless otherwise
provided below.
Although CENTEX, MAYFIELD and STANDARD PACIFIC are obligated by the
Conditions of Approval for their respective properties [the M-1 to M-3, neighborhoods
(STANDARD PACIFIC), L-2 and L-3 neighborhoods (MAYFIELD) and L-5
neighborhood(CENTEX)], MSSH, as the master developer, shall be solely responsible for
completing those conditions relating to the Tassajara Road and the neighborhood park
improvements.
All such roadway improvements shall be constructed to the satisfaction and
requirements of CITY's Public Works Director.
A. T.I.F. Improvement of Tassajara Road
The first paragraph of the following Conditions (No. 32 of Resolution 98-
57 (M-I), No. 30 of Resolution 98-58 (M-2), No. 30 of Resolution 98-59 (M-3), No. 31 of
g:pa98-045/exb B Page I of 14
Phase I Project- Exhibit B March 18, ,999 EXHIBIT
Resolution 98-52 (L-l), No. 27 of Resolution 98-53 (L-2), No. 29 of Resolution 98-54 (L-3), and
No. 14 of Resolution 98-55 (L-4), and No. 29 of Resolution 98-56 (L-5)) shall be revised to read
as follows (the second paragraph of these conditions remains unchanged except that the last
sentence of the second paragraph is deleted and the third paragraph is deleted in its entirety):
"[Offsite] T.I.F. Improvement of Tassajara Road.
Applicant/Developer shall improve Tassajara Road and construct four
travel lanes (2 northbound and 2 southbound) along the project frontage
from North Dublin Ranch Drive to Gleason Drive. Applicant/Developer
shall improve Tassajara Road and construct four travel lanes (2
northbound and 2 southbound) from Gleason Drive to Dublin Boulevard.
The improvements shall be constructed per the Tassajara Road Alignment
plans prepared by MacKay & Somps dated October 29, 1998, and to the
satisfaction of the Director of Public Works. Improvements shall include
frontage improvements (curb, gutter and pavement) along the City park
site on the west side of Tassajara Road from Gleason Drive to Central
Parkway. Applicant/Developer will construct the ultimate median
landscaping improvements from North Dublin Ranch Drive to Dublin
Boulevard and will install turf and irrigation in the interim median area
(consisting of the area reserved for the interior northbound and southbound
lanes)."
B. Construction of Tassajara Road
Although CENTEX, MAYFIELD and STANDARD PACIFIC are required
to make improvements to Tassajara Road by Conditions No. 32 of Resolution 98-57 (M-l), No.
30 of Resolution 98-58 (M-2), No. 30 of Resolution 98-59 (M-3) and No. 29 of Resolution 98-56
(L-5) and MSSH is required to make such improvements by Conditions No. 31 of Resolution 98-
52 (L-l), No. 27 of Resolution 98-53 (L-2), No. 29 of Resolution 98-54 (L-3), No. 14 of
Resolution 98-55 (L-4), the parties agree that MSSH will construct the improvements to
Tassajara Road from North Dublin Ranch Drive to Dublin Boulevard described in Subsection
(a)(i)(A) above. A map showing the improvements is attached as Exhibit B-1.
MSSH will submit improvement plans to CITY for such improvements no
later than issuance of the first building permit for any of the neighborhoods.
MSSH will complete construction of such improvements and offer them to
CITY for dedication not later than December 1, 1999. If CITY has not acquired all of the land
necessary for construction of such improvements by October 1, 1999, in fee or by an order of
possession, MSSH may defer completion until CITY notifies MSSH that CITY has obtained
possession of all necessary land. In such case, MSSH may defer completion beyond December
1, 1999 for a period of time equal to the time period from October 1, 1999 until CITY has
obtained possession of all necessary land. MSSH agrees it will work with CITY to develop a
plan to phase construction of the improvements to allow maximum construction pending CITY's
acquisition of required land. Notwithstanding the provisions of this paragraph, MS SH shall
comply with the Conditions of Approval which require two access points by the 76th unit.
g:pa98-045/exb B Page 2 of 14
Phase I Project - Exhibit B March 18, 1999
C. Deferred Conditions
Certain conditions of the tentative maps are to be completed "when
determined necessary by the Development Agreement", "as specified in the Development
Agreement or "when deemed necessary by the Director of Public Works" ("The Deferred
Conditions"). This section specifies the timing for such conditions and whether any security is
required.
"[Offsite] Improvement of Tassaiara Road" [I-580 to Dublin
Boulevard[ [Conditions No. 30 of Resolution 98-57 (M-l), No. 28
of Resolution 98-58 (M-2), No. 28 of Resolution 98-59 (M-3),
No. 29 of Resolution 98-52 (L-l), No. 25 of Resolution 98-53 (L-
2), No. 27 of Resolution 98-54 (L-3), No. 12 of Resolution 98-55
(L-4), and No. 27 of Resolution 98-56 (L-5)]
This improvement not required by DEVELOPERS; security
provided by another developer;
[Offsite] Improvement of Dougherty Road/Dublin Boulevard
Intersection [Conditions No. 27 of Resolution 98-57 (M-l), No.
25 of Resolution 98-58 (M-2), No. 25 of Resolution 98-59 (M-3),
No. 26 of Resolution 98-52 (L-I), No. 22 of Resolution 98-53 (L-
2), No. 24 of Resolution 98-54 (L-3), No. 9 of Resolution 98-55
(L-4), and No. 24 of Resolution 98-56 (L-5)]
Payment of Eastern Dublin Traffic Impact Fees at the time of each
building permit will satisfy these conditions.
[Offsite] Improvement of Santa Rita/I-580 Eastbound
Ramps/Pimlico Drive Intersection [Conditions No. 28 of
Resolution 98-57 (M-l), No. 26 of Resolution 98-58 (M-2), No.
26 of Resolution 98-59 (M-3), No. 27 of Resolution 98-52 (L-l),
No. 23 of Resolution 98-53 (L-2), No. 25 of Resolution 98-54 (L-
3), No. 10 of Resolution 98-55 (L-4), and No. 25 of Resolution
98-56 (L-5)]
Payment of Eastern Dublin Traffic Impact Fees at the time of each
building permit will satisfy these conditions.
[Offsite] Improvement of Dublin Boulevard between Hacienda
Drive and Tassaiara Road [Conditions No. 29 of Resolution 98-
57 (M-l), No. 27 of Resolution 98-58 (M-2), No. 27 of Resolution
98-59 (M-3), No. 28 of Resolution 98-52 (L-I), No. 24 of
g:pa98-045/exb B Page 3 of 14
Phase 1 Project- Exhibit B March 18, 1999
Resolution 98-53 (L-2), No. 26 of Resolution 98-54 (L-3), No. 11
of Resolution 98-55 (L-4), and No. 26 of Resolution 98-56 (L-5)]
This improvement not required by DEVELOPERS; security
provided by another developer.
Elementary School Site [Condition No. 37 of Resolution 98-56
(L-5)]
Grading shall be completed no later than December 31, 1999.
[Offsite] Traffic Signals (Tassaiara Road/South Dublin Ranch
Drive; Tassaiara Road/North Dublin Ranch Drive; and Tassaiara
Road/Gleason Drive) [Conditions No. 68 of Resolution 98-57
(M-l), No. 68 of Resolution 98-58 (M-2), No. 66 of Resolution
98-59 (M-3), No. 70 of Resolution 98-52 (L-l), No. 67 of
Resolution 98-53 (L-2), No. 66 of Resolution 98-54 (L-3), No. 54
of Resolution 98-55 (L-4), and No. 72 of Resolution 98-56 (L-5)]
Signal at Tassajara Road/South Dublin Ranch Drive:
To be constructed with Tassajara Road improvements (see
5.4.2(a)(i)(A).
Signal at Tassajara Road/Gleason Drive:
To be constructed when deemed necessary by the Director of
Public Works pursuant to traffic signal warrants.
Signal at Tassajara Road/North Dublin Ranch Drive:
MSSH will pay CITY $90,000 (which is estimated to be 50% of
the total cost including design) at the time of issuance of the first
building permit in the L-6 neighborhood (or such earlier date
deemed necessary by CITY's Public Works Director) to fund the
cost of a traffic signal at Tassaj ara Road and North Dublin Ranch
Drive. If the total cost of the signal is less than $180,000, CITY
shall refund 50% of the difference to MSSH within 30 days of
acceptance of the signal by the City. M SSH'S obligation under
this paragraph shall terminate if and when the full cost of the
traffic signal is provided for and guaranteed by another developer.
g:pa98-045/exb B Page 4 of 14
Phase 1 Project - Exhibit B March 18, 1999
(ii) Sewer
All sanitary sewer improvements to serve the project site (or any recorded phase
of the Project) shall be completed in accordance with the tentative subdivision map and DSRSD
requirements.
(iii) Water
An all weather roadway and an approved hydrant and ~vater supply system shall
be available and in service at the site in accordance with the tentative subdivision map to the
satisfaction and requirements of the CITY's fire department.
All potable water system components to serve the project site (or any recorded
phase of the Project) shall be completed in accordance with the tentative subdivision map and
DSRSD requirements.
Recycled water lines shall be installed in accordance with the tentative
subdivision map.
(iv) Storm Drainage
Prior to issuance of the first Certificate of Occupancy for any building which is
part of the Project, the storm drainage systems off site, as well as on site drainage systems to the
areas to be occupied, shall be improved to the satisfaction and requirements of the Dublin Public
Works Department applying CITY's and Zone 7 (Alameda County Flood Control and Water
Conservation District, Zone 7) standards and policies which are in force and effect at the time of
issuance of the permit for the proposed improvements and shall be consistent with the Drainage
Plan. The site shall also be protected from storm flow from off site and shall have in place
erosion control measures consistent with the Drainage Plan. As used herein, "Drainage Plan"
shall refer to CITY's master drainage plan.
(v) Other Utilities (e.g. gas, electricity, cable televisions, telephone)
Construction of other utilities shall be complete by phase prior to issuance of the
first Certificate of Occupancy for any building within that specific phase of occupancy.
Subsection b. Miscellaneous
(i) Completion May be Deferred.
Notwithstanding the foregoing, CITY's Public Works Director may, in his or her
sole discretion and upon receipt of documentation in a form satisfactory to the Public Works
Director that assures completion, allow MSSH to defer completion of discrete portions of any of
g:pa98-045/exb B Page 5 of 14
Phase 1 Project - Exhibit B March 18, 1999
the public improvements required for the Project until after the time specified in this agreement
for completion of such public improvements or portions thereof if the Public Works Director
determines that to do so would not jeopardize the public health, safety or welfare.
(ii) Improvement Agreement
Prior to constructing the improvements described in Subparagraph 5.4.2(a)
above (including The Deferred Conditions) each DEVELOPER, for the improvements it is
required to construct, shall submit plans and specifications to CITY's Public Works Director for
review and approval and shall enter into an improvement agreement ("Improvement Agreement")
with CITY for construction and dedication of the public facilities. All such improvements shall
be constructed in accordance with City's standards and policies which are in force and effect at
the time of issuance of the permit for the proposed improvements including, but not limited to,
the MacKay & Somps Precise Plan of Tassajara Road ("estimate 19100-1y") dated October 29,
1998 including any revisions approved by the Public Works Director ("Precise Plan").
(iii) Bonds
Prior to execution of the Improvement Agreement, each DEVELOPER (for the
improvements it is required to construct) shall provide a cash monument bond, a performance
bond and labor and materials bond or other adequate security to insure that the Improvements
described in Subparagraph 5.4.2(a) above (including The Deferred Conditions) will be
constructed prior to the times specified above. The performance bond or other security shall be
in an amount equal to 100% of the engineer's estimate of the cost to construct the improvements
(including design, engineering, administration, and inspection) and the labor and materials bond
shall be in an amount equal to 50% of the engineer's estimate. The bonds shall be written by a
surety licensed to conduct business in the State of California and approved by CITY's City
Manager.
In the event CENTEX, MAYFIELD or STANDARD PACIFIC records a final
map prior to MSSH, MSSH as the Master Developer, shall enter into an Improvement
Agreement and shall provide CITY with bonds for the Tassajara Road improvements described
in 5.4.2(a)(i)(A) and the park improvements described in 5.4.7(a).
(iv) Right to Construct Additional Road Improvements
With the prior written consent of CITY's Public Works Director, MSSH may, at
its option, construct roadway improvements which are not described in this Exhibit B if such
improvements are described in the resolution establishing the Eastern Dublin Traffic Impact Fee
and if such improvements are constructed in their ultimate location.
MSSH shall be required to enter into an Improvement Agreement and provide
bonds for such improvements, as provided in Subsection (b)(ii) and (iii) above, prior to
construction. CITY shall provide a credit to MSSH for the cost of such improvements in the
manner and subject to the conditions provided in Subparagraph 5.4.6, Subsections (a), (b) and
(c).
g:pa98-045/exb B Page 6 of 14
Phase 1 Project - Exhibit B March 18, 1999
Subparagraph 5.4.3 -- Phasiw,, Timino
With the exception of the road improvements described in Subparagraph 5.4.2(a)(i),
this Agreement contains no requirements that MSSH must initiate or complete development of
the Project within any period of time set by CITY. It is the intention of this provision that
DEVELOPERS be able to develop the Property in accordance with their o~vn time schedules and
the Project Approvals.
Suboara~raph 5.4.4 -- Financing Plan
DEVELOPERS will install all street improvements necessary for the Project at their
own cost (subject to credits for certain improvements as provided in Subparagraph 5.4.6 below).
Other infrastructure necessary to provide sewer, potable water, and recycled water
services to the Project will be made available by the Dublin San Ramon Services District.
MSSH has entered into an "Area Wide Facilities Agreement" with the Dublin San Ramon
Services District to pay for the cost of extending such services to the Project. Such services shall
be provided as set forth in Subparagraph 5.4.2(a)(ii) and (iii) above.
Subparagraph 5.4.5 -- Fees, Dedications
Subsection a. Traffic Impact Fees.
DEVELOPERS shall pay the Eastern Dublin Traffic Impact Fee ("TIF") established
by Resolution No. 41-96, including any future amendments to such fee. DEVELOPERS will pay
such fees no later than the time of issuance of building permits and in the then-current amount of
the impact fee.
Subsection b. Traffic Impact Fee to Reimburse Pleasanton for Freeway Interchanges
DEVELOPERS shall pay the Eastern Dublin 1-580 Interchange Fee established by
City of Dublin Resolution No. 11-96 as amended by Resolution No. 155-98 and by any
subsequent resolution which revises such Fee. DEVELOPERS will pay such fees no later than
the time of issuance of building permits and in the then-current amount of the impact fee.
Subsection c. Public Facilities Fees.
DEVELOPERS shall pay a Public Facilities Fee in the amounts and at the times set
forth in City of Dublin Resolution No. 32-96, adopted by the City Council on March 26, 1996, or
in the amounts and at the times set forth in any resolution revising the amount of the Public
Facilities Fee. DEVELOPERS will pay such fees no later than the time of issuance of building
permits and in the then-current amount of the impact fee.
g:pa98-045/exb B Page 7 of 14
Phase I Project - Exhibit B March 18, 1999
Subsection d. Noise Mitigation Fee.
DEVELOPERS shall pay a Noise Mitigation Fee in the amounts and at the times set
forth in City of Dublin Resolution No. 33-96, adopted by the City Council on March 26, 1996,
and any amendments thereto. DEVELOPERS will pay such fees no later than the time of
issuance of building permits and in the then-current amount of the impact fee.
Subsection e. School Impact Fees.
School impact fees shall be paid by DEVELOPERS in accordance with Government
Code section 53080 and the existing agreement between DEVELOPERS' predecessor in interest
and the Dublin Unified School District.
Subsection f. Fire Impact Fees.
DEVELOPERS shall pay a fire facilities fee in the amounts and at the times set forth
in City of Dublin Resolution No. 37-97 or any subsequent resolution which revises such fee.
DEVELOPERS will pay such fees no later than the time of issuance of building permits and in
the then-current amount of the impact fee.
Subsection g. Tri-Valle¥ Transportation Development Fee.
DEVELOPERS shall pay the Tri-Valley Transportation Development Fee in the
amount and at the times set forth in City of Dublin Resolution No. 89-98 or any subsequent
resolution which revises such fee. DEVELOPERS will pay such fees no later than the time of
issuance of building permits and in the then-current amount of the impact fee.
Subparagraph 5.4.6 -- Credit
Subsection a. Traffic Impact Fee Improvements Credit
CITY shall provide a credit to MSSH for the improvements described in the
resolution establishing the TIF if such improvements are constructed by the MSSH in their
ultimate location pursuant this Agreement. All aspects of the credit shall be governed by CITY's
Administrative Guidelines for Eastern Dublin Traffic Impact Fees (Resolution No. 23-99) CTIF
Guidelines").
It is contemplated that CITY will amend the TIF to increase the amount of the TIF fee
due to increases in construction costs and land values and due to the inclusion of portions of
Tassajara Road as a project to be funded with fees. In the event that CITY so amends the TIF,
notwithstanding the TIF Guidelines, the CITY will make a one-time adjustment to the amount of
any credit which MSSH has previously been given for improvements constructed pursuant to this
agreement so that the amount of the credit shall be based on the costs of construction used by
CITY in its updated TIF. The revised credit shall not be increased for inflation nor shall interest
accrue on it. If any DEVELOPER has paid any TIF fees prior to the date the credit is increased,
g:pa98-045/exb B Page 8 of 14
Phase 1 Project- Exhibit B March 18, 1999
such DEVELOPER will pay to CITY the difference between the TIF fees previously paid and
the amount that such DEVELOPER would have paid if the revised TIF fees (the first revision
after Resolution No. 41-96) had been in effect at the time of payment. Notwithstanding the
foregoing, the provisions of this paragraph shall be of no force or effect if the TIF, as set forth in
Resolution No.41-96, has been revised (and the revised fee is effective) on or prior to the date
MSSH enters into an Improvement Agreement with CITY to construct the Tassajara Road
improvements, except that, in such event, DEVELOPERS shall pay all TIF fees for the Project
based on the revised fee, even if the TIF fee was paid prior to the date of the Improvement
Agreement.
The following example illustrates the provisions of the preceding paragraph. Assume
that MSSH entered into an Improvement Agreement for widening Tassajara Road (a Section 1
improvement) on May 1, 1999 and that the amount of credit MSSH received was $2,000,000,
which amount was based on the costs included in the TIF as of May 1, 1999. Assume further
than on May 15, 1999, the City Council amends the TIF, to be effective on July 15, 1999, to
increase costs of construction, increase land values and add two lanes on Tassajara Road.
Assume further that the cost assumptions for the revised TIF show that the improvements which
MSSH has agreed to construct would cost $3,000,000. On July 15, 1999, CITY will increase the
amount of credits for MSSH from $2,000,000 to $3,000,000. In this example, a DEVELOPER
(e.g. CENTEX) pulled 100 building permits on May 5, 1999 and had paid Section 1 TIF fees in
the total amount of $300,000 ($3000 per unit). If the Section 1 TIF fee is increased to $4000 per
unit effective July 15, 1999, such DEVELOPER (CENTEX) will owe CITY an additional
$100,000 on July 15.
Altematively, if MS SH requests, CITY wilt deduct $100,000 from MS SH's
additional $1,000,000 credit for a net additional credit of $900,000 as follows:
Credit Granted on 5/1:
$2,000,000
5/5 Permits Obtained 100
Homes Less: Credits Based
On Section 1 Fees ~ $3,000 ea.
<300,000>
Net Credit Available 6/30
$1,700,000
7/15 Increased Credit Authorized
Based on Revised TIF
$1,000,000
Less: Increased Section 1 Fee Due
Permits Obtained Under Old Fee
($1,000 times 100 Permits)
<100,000>
Net Credit Available 7/15
$2,600,000
g:pa98-045/exb B Page 9 of 14
Phase I Project - Exhibit B March 18, 1999
As an inducement to MSSH to construct Tassajara Road, as provided in Subparagraph
5.4.2(a), CITY commits, when it amends the TIF (as adopted by Resolution No. 41-96), to
include in the list of TIF "Improvements" the TIF portions of Tassaj ara Road which MS SH has
committed to construct. In determining the construction costs to use for such Improvements in
the amended TIF, CITY agrees that it will assign a value for construction costs for such
Improvements and that it will use the construction costs estimated by MSSH, as shown on
Exhibit B-2, attached hereto unless the City Council finds there is substantial evidence before it
at the public hearing at which it considers amending the TIF to use different values which more
accurately reflect the construction costs.
Subsection b. Traffic Impact Fee Right-of-Way Dedications Credit
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 roadway improvements which are
described in the resolution establishing the Eastern Dublin Traffic Impact Fee. All aspects of the
credit shall be governed by the TIF Guidelines.
It is contemplated that CITY will amend the TIF to increase the amount of the TIF fee
due to increases in land values and due to the inclusion of portions of Tassajara Road as a project
to be funded with fees. In the event that CITY so amends the TIF, notwithstanding the TIF
Guidelines, the CITY will make a one-time adjustment to the amount of any credit which MSSH
has previously been given for land dedicated pursuant to this agreement so that the amount of the
credit shall be based on the land values used by CITY in its updated TIF. The revised credit shall
not be increased for inflation nor shall interest accrue on it. If any DEVELOPER has paid any
TIF fees prior to the date the credit is increased, such DEVELOPER will pay to CITY the
difference between the TIF fees previously paid and the amount that MSSH would have paid if
the revised TIF fees (the first revision after Resolution No. 41-96) had been in effect at the time
of payment. Notwithstanding the foregoing, the provisions of this paragraph shall be of no force
or effect if the TIF, as set forth in Resolution No.41-96, has been revised (and the revised fee is
effective) on or prior to the date MSSH enters into an Improvement Agreement with CITY to
construct the Tassajara Road improvements, except that, in such event, DEVELOPERS shall pay
all TIF fees for the Project based on the revised fee, even if the TIF fee was paid prior to the date
of the Improvement Agreement.
Suboara~raoh 5.4.7 -- Miscellaneous
Subsection a. Construction of Neighborhood Park
MSSH shall dedicate to CITY 5.000 acres of land for the Neighborhood Park shown
as Parcel "J" on the Master Vesting Tentative Map for Tract No. 6925. The land to be dedicated
and underlying groundwater shall be free of hazardous substances and MSSH shall present
evidence satisfactory to CITY of such condition prior to acceptance.
The dedication of 3.56 acres of the 5.000 acres shall satisfy MS SH's obligation under
Dublin Municipal Code Chapter 9.28 (CITY's Quimby Act ordinance) for neighborhood park
g:pa98-045/exb B Page 10 of 14
Phase i Project - Exhibit B March 18, 1999
land for the Project and shall be a credit against the portion of the Public Facilities Fee for the
Project for "Neighborhood Parks, Land."
The dedication of 1.44 acres of the total 5.000 acres may be used by MSSH as a credit against
payment of the portion of the Public Facilities Fees for "Neighborhood Parks, Land" as provided
in administrative guidelines governing usage of credits for Facilities Fees to be adopted by
CITY. MSSH may transfer such credits to any person owning an interest in land in Eastern
Dublin, including specifically CENTEX, MAYFIELD, STANDARD PACIFIC, Jennifer Lin,
Frederic Lin and/or Kevin Lin.
MSSH shall design and construct the Neighborhood Park (including a restroom) in
accordance with the neighborhood park standards in CITY's Parks and Recreation Master Plan
and CITY's Park Development Standards. The final design of the park shall be approved by
CITY which may require peer review of the design at MSSH's cost. If CITY reaches an
agreement with the Dublin San Ramon Services District ("DSRSD") to include a pump
station/restroom in the park, DEVELOPER shall revise its plans to accommodate construction of
such building by DSRSD. Construction documents and specifications and a construction
timeline shall be approved by CITY's Public Works Director. MSSH will obtain all required
permits and pay all required fees including connection fees. Construction inspection will be
carried out by CITY pursuant to its standard practices and all such costs will be paid by MSSH.
During construction of the park, MSSH will work with CITY's Public Works
Director to stage installation of the improvements to minimize possible public nuisances in the
park area during construction.
MSSH shall receive a credit for design and construction of the park to be used against
the portion of the Public Facilities Fee for "Neighborhood Parks, Improvements." The amount
of the credit shall be determined by CITY based on the standard unit costs in CITY's Public
Facilities Fee (including the Public Facilities Fee Study) provided that if a restroom is
constructed in the park by others, no credit shall be provided to MSSH for the design and
construction of such restroom.
The credit shall be granted at the time MSSH enters into an Improvement Agreement
and provides bonds to CITY to secure the construction of the park. In the event that the amount
of the credit exceeds the "Neighborhood Parks, Improvements" portion of the Public Facilities
Fee for the L-l, L-4 and L-6 neighborhoods, such excess credits may be used by MSSH as a
credit against its obligation on other projects (if any) for payment of the portion of the Public
Facilities Fees for ~Neighborhood Parks, Improvements" or may be sold or transferred to
CENTEX, MAYFIELD or STANDARD PACIFIC, Jennifer Lin, Frederic Lin, Kevin Lin or any
other developer, all as provided in CITY's administrative guidelines governing usage of credits
against payment of Public Facilities Fees.
Following construction of the park to CITY's standards and to CITY's satisfaction,
CITY will accept the park provided that (a) the park is physically completed and the maintenance
period has elapsed and (b) a minimum of 75 homes cumulatively have received Certificate of
g:pa98-045/exb B Page 11 of 14
Phase l Project - Exhibit B March 18, 1999
Occupancy in the L-2, L-3 and L-5 neighborhoods. CITY will maintain the park following
acceptance.
MSSH agrees to complete construction of the park no later than Certificate of
Occupancy for a cumulative total of 250 homes in the L-2, L-3, and L-5 neighborhoods.
Subsection b. Private Recreation Facility in L-3 Neighborhood
MSSH will begin construction of the private recreation facility required by Condition
No. 38 of Resolution No. 98-54 (L-3, Tract 6958) upon issuance of the first building permit in
the L-l, L-4 or L-6 neighborhoods. MSSH will complete the private recreation facility within 12
months of the start of construction of the private recreation facility.
Subsection c. Payment of Costs for Tassaiara Interchange and Credit
No later than the Effective Date, MSSH will pay CITY the amount of $40,321 to be
used by CITY for preparation of the Project Study Report ("PSR") for the Tassajara Interchange.
MSSH shall receive a credit in the amount of $40,321 which MSSH may use against the Section
1 portion of the TIF for the Project or as provided in CITY's TIF Guidelines. The provisions of
this paragraph shall be of no force or effect if MS SH has previously paid the sum of $40,321 to
CITY for the PSR for the Tassajara Interchange.
Upon 20 days' written notice from CITY, MSSH will pay CITY the amount of
$37,400 to be used by CITY for preparation of the Project Report ("PR") for the Tassajara
Interchange. MSSH shall receive a credit in the amount of $37,400 which MSSH may use
against the Section 1 portion of the TIF for the Project or as provided in CITY's administrative
guidelines for usage of TIF Guidelines.
Subsection d. Tassaiara Road Construction Coordination
In order to minimize construction disruption for the public, MSSH will contract with
the developers of the Tassajara Meadows I and II projects (and any other developers with
projects fronting on Tassajara Road who are obligated to make frontage (non-TIF) improvements
to Tassajara Road) to construct such improvements on behalf of such developers, provided that
such developers agree to pay MSSH an amount which MSSH considers fair for the performance
of such work.
Subsection e. Payment of Funds for Acquisition of Right of Way for Construction of
Tassajara Road
Upon 20 days' written notice from CITY, MSSH will pay to CITY the amount of
$74,000 to be used by CITY to acquire any right-of-way (including easements) needed for
construction by MSSH of Tassajara Road from Dublin Boulevard to North Dublin Ranch Drive,
as provided in Section 5.4.2(a)(i)(B). CITY agrees that it will use such monies (and all
g:pa98-045/exb B Page 12 of 14
Phase 1 Project - Exhibit B March 18. 1999
additional monies paid pursuant to this subsection) to acquire such right-of-way as expeditiously
as possible. The monies will be used by CITY for all expenses associated with the acquisition of
such right-of-way, including but not limited to legal descriptions, appraisal fees, title reports,
environmental review and documentation, preparation of all documents for adoption of a
resolution of necessity and convenience, court costs (including, but not limited to, fees for
preparation of transcripts), costs of litigation, trial and appeal, including document preparation,
expert witness fees and attorney's fees and costs, the fair market value of the land (as mutually
agreed upon or as determined by the court), and any award made by the court to the defendants
(including but not limited to market value, severance damages, attorneys' fees, appraisers' fees,
expert witness fees, and all other costs) (collectively, "Acquisition Costs"), whether or not the
eminent domain action results in the acquisition of the real property sought to be condemned.
It is anticipated that the Acquisition Costs will be approximately $857, 000.
Accordingly, upon written request from CITY and 20 days' notice stating the reason additional
monies are needed, MSSH will pay to CITY any amounts in addition to the initial payment of
$74,000 which CITY determines are necessary to acquire such right-of-way.
CITY shall provide MSSH with an accounting of the Acquisition Costs and expenses
incurred by CITY on a quarterly basis.
CITY will keep MS SH apprised of any negotiations for acquisition of the right-of-
way. Prior to entering into any agreement with the owner(s) of the land to be acquired, CITY
will consult with MSSH regarding the amount of any proposed payment. However, CITY
retains the right to determine the amount of any such payment in its sole discretion.
MSSH will receive credit against the TIF for monies paid to CITY pursuant to this
subsection used for acquisition of any right-of-way which is within the TIF area needed for the
Tassajara Road improvements. The credit shall be in the amount of City's final "Acquisition
Costs" needed to acquire such right-of-way. MSSH shall not be entitled to a credit for any
monies used to acquire right-of-way which is not in the TIF areas. It is presently estimated that
the Acquisition Costs for the right-of-way within the TIF area wilt be approximately $624,000
and the Acquisition Costs for the right-of-way which is not in the TIF area will be approximately
$233,000. This estimate is solely for purposes of establishing an "order of magnitude" as
between such two areas and shall not be binding on CITY or MSSH.
The credit shall be granted at the time CITY obtains possession of the right-of-way in
the amount of Acquisition Costs (if possession is acquired by agreement) or in the amount of
CITY's "deposit of probable compensation" (if possession is acquired by an "order of immediate
possession". Additional credits, if any, will be granted annually based on actual expenditures by
CITY.
Any monies paid by MSSH pursuant to this subsection which are not needed by
CITY to acquire the right-of-way shall be refunded to MSSH within 90 days' following final
judgment of condemnation.
g:pa98-045/exb B Page 13 of 14
Phase I Project- Exhibit B March 18, 1999
Subsection f. Maintenance of Turf in Tassajara Road Oversized Median
As part of the construction of Tassajara Road from Dublin Boulevard to North Dublin
Ranch Drive, MSSH, at its own cost and without any right to credit, will install turf in the area
adjacent to the median reserved for an additional northbound lane and an additional southbound
lane. MSSH will pay CITY the sum of Forty Thousand Dollars ($40,000) within 30 days of the
Effective Date. The $40,000, plus any interest accruing on it, will be maintained by CITY in a
separate account to be used by CITY for maintenance of the turf. If the turf is removed by CITY
during the term of this agreement, CITY will refund to MSSH all monies remaining in such
account.
Subsection g. Indemnification
MSSH agrees to defend CITY against any claims or actions concerning MSSH's
construction of the neighborhood park and/or Tassajara Road improvements and shall indemnify
and hold CITY harmless from any damages that may be awarded against CITY in connection
with MSSH's construction of the neighborhood park and/or Tassajara Road improvements.
Subsection h. Street Lighting Costs
DEVELOPERS have asked CITY to form an assessment district pursuant to the
Lighting and Landscaping Act of 1972 to pay for street lighting in order to satisfy Condition No.
65 of Resolutions 98-57 (M-l) and 98-58 (M-2), No. 63 of Resolution 98-59 (M-3), No. 66 of
Resolution 98-52 (L-l), No. 62 of Resolution 98-53 (L-2), No. 61 of Resolution 98-54 (L-3), No.
48 of Resolution 98-55 (L-4), and No. 65 of Resolution 98-56 (L-5). DEVELOPERS will not
protest the formation of such an assessment district or the levy of an assessment.
DEVELOPERS agree to record a declaration of covenants, conditions and restrictions or a
similar document against the Properties before issuance of a Certificate of Occupancy for any of
the Properties which declaration will covenant DEVELOPERS, on behalf of themselves and their
successors, to pay a "deed assessment" to CITY for street light maintenance in the event that the
assessment for street light maintenance is not levied against the Properties, or any portion of
them, in any year.
g:pa98-045/exb B Page 14 of 14
Phase I Project - Exhibit B March 18, 1999
PRELIMINARY CO~7 E~'I1MATE
TASSAJARA ROAD - STATION 76+40 to 131+00
PORTION COVERED BY TIF
TO BE BUILT BY SHEA
DU~LIN, CALIFORNIA
Based on preliminary concept plans prepared by MacKay & samps
for Tasaajara Road
Job No, 19100-1y
10/2~/98
Rev. 1/11/99
JFT
ITEM QUANTITY UNIT DE$CRII:q'ION UNIT PRICE
GRADING AND
1. LUMP SUM Demolition $15,000 -
2. 27,500 CY Rough Grade 4.00 110,000
3. 456,452 SF Rnlsh Grade streeVpavement 0.25 114,110.
remo~l
SF Pavement section 4.10
(4"AC/1
2. 1,955 SF 4' AB under curb arKI gutter 0,40 780
6. 125,470 SF Pavement removal 0.20 25,090
7. 8,905 LF 2" x 6' R®~lwood header 3.$0 31,170
8. 8,905 LF 6" A. C, berm 6.00 53,430
9. LUMP SUM Striping
11. LUMP SUM Traffic control/signing 35,000
4, 306,273
BSTIMATED TOTAL GRADING AND STREETWORK:
CONCRETE WORK
1,255,720
$1,705,300
978 LF 6" Standard curb and gutter
10,037 LF Median vertical curb
8.00
12.00
7,820
.120,440
ESTIMATED TOTAl. CONCRETE WORK:
$1~8,280
~rI'EM QUANTITY UNIT
c. _EL FCTRI~AIJJOINT TRENC,,~
'D~_L~CRHvTION
doe No, 19i00-1y
, UNIT r-;dcE AMOUN3='r
1. LUMP SUM
2, 24
EA
Relocate existing ~verhead power
line~
Double a~m electro#ers w/service
trench
ESTIMATED TOTAL ELECTRICAL WORK:
4,500.00
200~000
108,000
D~ MISCall ,&NI;OUS CONeTRUCTIO,_,,_,
46,385 SF Landscaping & irrigation (median)
ESTIMAYED TOTAL MI~3. CONSTRUCTION:
ESTIMATED TOTAL CONSTRUCTION COST:
F.~ ~ONTIN(~I~NCIE~
6.50
301,500 .- '
~301,$00
$2%443.,060
Contingencies: 10 % of construction
cost
$244,310 -
EbTTIMATED TOTAL CONTINGI~NCIE$:
F. (~I'I'Y ADMIN~rRATI _~N. DESIGN AND CONSTRUCT
$244,310
20% of Construction Cost
486,610
ESTIMATED TOTAL CON~I.ILTANT BUDGET:
A
B
D
E
F
GRADING AND STREETWORK
CONCRETE WORK
ELECTRICAL/JOINT TRENCH
MISCELLANEOUS CONSTRUCTION
CONTINGENCIES
CONSULTANT BUDGETS
ESTIMATED TOTAL IMPROVEMENT COST
WITH OUT RIGHT OF WAY:
EXHIBIT B-2
Page 2 of 2
$1,70,5,300
128,260
308,000
301,500
244,310
41~,610
$3,176,980