HomeMy WebLinkAbout98-055 MicroDental Labs DACITY OF DUBLIN
PLANNING COMMISSION
AGENDA STATEMENT/STAFF REPORT for April 13, 1999
PROJECT:
PREPARED BY:
DESCRIPTION:
RECOMMENDATION:
BACKGROUND:
PA 98-055 Micro Dental Labs, Inc., Development Agreement
Eddie Peabody, Jr., Community Development Director
An Ordinance approving a Development Agreement between the City of
Dublin, Micro Dental Labs, Inc. and Alameda County Surplus Property
Authority. The Development Agreement is required by the Eastern Dublin
Specific Plan. Items included in the Development Agreement include, but are
not limited to, the financing and timing of infrastructure; payment of traffic,
noise and public facilities impact fees; oversizing of roads and general
provisions.
Recommend that the City Council adopt an Ordinance approving a
Development Agreement for the Micro Dental Labs, Inc. Project.
The City Council approved an Amendment to the Eastern Dublin Specific Plan for the entire Santa Rita area
(primarily owned by the Alameda County Surplus Property Authority) in October 1996. As a part of that
action, this site was given a new Specific Plan and General Plan Land Use Designation of"Industrial/Campus
Office (i/CO)". On March 17, 1998, on the Planning Commission's recommendation, the City Council
approved a Planned Development Rezone for the Site. Tentative Parcel Map 7233, creating Parcel One on
which this project is proposed, was approved on June 2, 1998, by the Community Development Director.
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 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.
COPIES TO: Micro Dental Labs, Inc.
Alameda Co. Surplus Property Authority
In-house distribution
ITEM NO. ~,5
Development Agreement:
Attached to this Staff Report is a Development Agreement (Attachment 1) between the City of Dublin, Micro
Dental Labs, Inc. and the Surplus Property Authority of the County of Alameda (Alameda County). This
Development Agreement is based on the standard Development Agreement developed by the City Attorney and
adopted by the City Council for Eastern Dublin Projects. In general, the Agreements reflect what has been
determined to be the infrastructure needs for the specific project. These needs are determined based on
submittal of engineering studies and plans.
The Agreement: The City Attorney drafted the proposed Development Agreement with input from City staff,
Micro Dental Labs, Inc. Alameda County Surplus Property Staff and their attorneys. The Development
Agreement sets forth the agreements between the parties in relation to many items, including, but not limited
to, infrastructure construction and phasing, and the payment of various required impact fees.
The Development Agreement becomes effective for a term of five years from the date it is recorded. The
Development Agreement runs with the land and the rights thereunder can be assigned. The main points of the
Development Agreement can be found in Exhibit B of Attachment 1 of the Development Agreement and are
highlighted below:
Infrastructure Construction and Traffic Impact Fees: The City requires that Developers in Eastern Dublin
pay traffic impact fees for certain City wide improvements to the circulation system. Additionally, fees are
charged for certain circulation improvements specific to Eastern Dublin. Developers are also required to make
certain improvements to the circulation system that are required as a result of their project. The City
determines the direct project impact through a traffic study that is conducted.
Based on the traffic study conducted for the Micro Dental Labs, Inc. project, it was determined that certain
improvements were required to the circulation system as a result of the projected future traffic from the project.
These improvements include improving some roadways, widening some roads, the improvement of certain
intersections in Dublin and Eastern Dublin, the ultimate construction of the Tassajara Road/Santa Rita Road/I-
580 interchange.
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.
Conclusion:
Approval of this Development Agreement will implement provisions of the Eastern Dublin Specific Plan. The
proposal is consistent with both the General Plan find Specific Plan.
GENERAL INFORMATION:
APPLICANT:
PROPERTY OWNER:
LOCATION:
EXISTING ZONING:
GENERAL PLAN
DESIGNATION:
ENVIRONMENTAL
REVIEW:
ATTACRMENTS:
HHH Supply and Investment
Micro Dental Labs, Inc.
6665 Amador Plaza Road
Dublin, California
Attention: Fred Walke
11.47+ acres at the northeast corner of Arnold Drive and Central Parkway,
APN 986-0005-0003-01 (por)
Specific Plan Designation; Industrial/Campus Office (I/CO) Planned
Development (PD) (Eastern Dublin)
Industrial/Campus Office (I/CO)
This project is within the scope of the Eastern Dublin Specific Plan and
General Plan Amendment, for which a program EIR was certified
(SCH91103064). A Mitigated Negative Declaration (SCH860820092) has
been approved for the Santa Rita Specific Plan Amendment of which this
project is a part. That Mitigated Negative Declaration together with the
Program EIR adequately describes the total project for the purposes of CEQA.
1. Development Agreement
g:pa98055\pcstfrpt da
RESOLUTION NO. 98-__
A RESOLUTION OF THE PLANNING COMMISSION
OF THE CITY OF DUBLIN
RECOMMENDING THAT THE CITY COUNCIL ADOPT A DEVELOPMENT AGREEMENT
FOR PA 98-055 THE MICRODENTAL LABORATORIES PROJECT
WHEREAS, HHH Supply and Investment and the County of Alameda Surplus Property Authority
(Alameda County) has requested approval of a Development Agreement for the Microdental Laboratories
Project on 11.5 + acres at the intersection of Arnold Road and Central Parkway in the Eastern Dublin Specific
Plan area; and
WHEREAS, a Development Agreement is required as an implementing measure of the Eastern Dublin
Specific Plan; and
WHEREAS, This project is within the scope of the Eastern Dublin Specific Plan and General Plan
Amendment, for which a Program EIR was certified (SCH 91103064). A Mitigated Negative Declaration (SCH
86082092) has been approved for the Santa Rita Specific Plan Amendment of which this project is a part.
That Mitigated Negative Declaration together with the Program EIR adequately describes the total project for
the purposes of CEQA.
WHEREAS, the Planning Commission did hold a public hearing on said application on April 13, 1999;
and
WHEREAS, proper notice of said public hearing was given in all respects as required by law; and
WHEREAS, the Staff Report was submitted recommending that the Planning Commission recommend
that the City Council approve the Development Agreement; and
WHEREAS, the Planning Commission did hear and use their independent judgment and considered all
said reports, recommendations and testimony hereinabove set forth.
NOW THEREFORE BE IT RESOLVED THAT THE Dublin Planning Commission does hereby make
the following findings and determinations regarding said proposed Development Agreement:
1. Said Agreement is consistent with the objectives, policies, general land uses and programs
specified in the City of Dublin General Plan and the Eastern Dublin Specific Plan in that, a) the General Plan
and Eastern Dublin Specific Plan land use designation for the subject site is Industrial/Campus-Office and that
this is an office development consistent with that designation; b) the project is consistent with the fiscal policies
in relation to provision of infrastructure and public services of the City's General Plan and Eastern Dublin
Specific Plan; c) the Agreement sets forth the rules the Developer and City will be governed by during the
development process which is required by the Eastern Dublin Specific Plan; and the Mitigation Monitoring
Program of the Eastern Dublin Specific Plan.
2. Said Agreement is compatible with the uses authorized in, and the regulations prescribed for,
the land use district in which the real property is located in that the project approvals include a Planned
Development Rezoning adopted specifically for the Microdental Laboratories Project.
3. Said Agreement is in conformity with public convenience, general welfare and good land use
practice in that the Microdental Project will implement land use guidelines set forth in the Eastern Dublin
Specific Plan and City of Dublin General Plan which have planned for an office development at this location.
4. Said Agreement will not be detrimental to the health, safety and general welfare in that the
development will proceed in accordance with the Agreement and any Conditions of Approval for the Project;
and
5. Said Agreement will not adversely affect the orderly development of the property or the
preservation of property values in that the development will be consistent with the City of Dublin General Plan
and Eastern Dublin Specific Plan.
NOW, THEREFORE, BE IT FURTHER RESOLVED THAT THE Dublin Planning Commission does
hereby recommend that the City Council approve the Development Agreement between HHH Supply and
Investment, Alameda County Surplus Property Authority and the City of Dublin (Attachment A) for PA 98-055,
The Microdental Laboratories Project.
PASSED, APPROVED AND ADOPTED this 13th day of April, 1999.
AYES:
NOES:
ABSENT:
Planning Commission Chairperson
ATTEST:
Community Development Director
G:\PA98-055\pcdares
2
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF DUBLIN,
HHH SUPPLY AND INVESTMENT (PA 98-055) and
ALAMEDA COUNTY SURPLUS PROPERTY AUTHORITY
FOR MICRODENTAL LABORATORIES
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS:
Section 1. RECITALS
A. The proposed Microdental Laboratories Project (PA 98-055) is located within the
boundaries of the Eastern Dublin Specific Plan ("Specific Plan") in an area which is designated on the
General Plan Land Use Element Map and Eastern Dublin Specific Plan Land Use Map as Industrial (I)
and Campus Office (CO) uses.
B. This project is within the scope of the Eastern Dublin Specific Plan and General Plan
Amendment, for which a Program EIR was certified (SCH 91103064). A Mitigated Negative Declaration
(SCH 86082092) has been approved for the Santa Rita Specific Plan Amendment of which this project is
a part. That Mitigated Negative Declaration together with the Program EIR adequately describes the total
project for the purposes of CEQA. The analysis indicated that no new effects could occur and no new
mitigation measures would be required for the Microdental Laboratories Project that were not addressed
in the FEIR or Mitigated Negative Declaration. Further, that analysis found that the project is in
conformity with the Eastern Dublin Specific Plan.
C. Implementing actions of the Specific Plan, including Chapter 11 thereof, require that all
projects within the Specific Plan area enter into development agreements with the City.
D. HHH Supply and Investment has filed an application requesting approval of a development
agreement for the Microdental Laboratories project.
E. A Development Agreement between the City of Dublin, HHH Supply and Investment, and
Alameda County Surplus Property Authority has been presented to the City Council, a copy of which is
attached to the Staff Report as Attachment 1.
F. A public hearing on the proposed Development Agreement was held before the Planning
Commission on April 13, 1999, for which public notice was given as provided by law.
G. The Planning Commission has made its recommendation to the City Council for approval
of the Development Agreement.
Council on
A public hearing on the proposed Development Agreement was held before the City
,1999, for which public notice was given as provided by law.
ATTACHMENT 2
J. The City Council has considered the recommendation of the Planning Commission at the
., 1999 meeting, including the Planning Commission's masons for its recommendation, the
Agenda Statement, all comments received in writing and all testimony received at the public hearing.
Section 2. FINDINGS AND DETERMINATIONS
Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of
Dublin's General Plan, (c) the Eastem Dublin General Plan Amendment, (d) the Specific Plan, (e) the
EIR, (f) the Agenda Statement, and on the basis of the specific conclusions set forth below, the City
Council finds and determines that:
1. The Development Agreement is consistent with the objectives, policies, general land uses
and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin
General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use
designation for the site is Industrial (I) and Campus Office (CO) uses and the proposed project is an office
development project consistent with that land use, (b) the project is consistent with the fiscal policies of
the General Plan and Specific Plan with respect to provision of infrastructure and public services, and (c)
the Development Agreement includes provisions relating to financing, construction and maintenance of
public facilities, and similar provisions set forth in the Specific Plan.
2. The Development Agreement is compatible with the uses authorized in, and the regulations
prescribed for, the land use district in which the real property is located in that the project approvals
include a Planned Development Rezoning and Site Design Review adopted specifically for the
Microdental Laboratories Project.
3. The Development Agreement is in conformity with public convenience, general welfare
and good land use policies in that the Microdental Laboratories Project will implement land use guidelines
set forth in the Specific Plan and the General Plan which have planned for office uses at this location.
4. The Development Agreement will not be detrimental to the health, safety and general
welfare in that the project will proceed in accordance with all the programs and policies of the Eastern
Dublin Specific Plan.
5. The Development Agreement will not adversely affect the orderly development of property
or the preservation of property values in that the project will be consistent with the General Plan and with
the Specific Plan.
Section 3. APPROVAL
The City Council hereby approves the Development Agreement (Attachment 1 to the Staff Report)
and authorizes the Mayor to sign it.
Section 4. RECORDATION
Within ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk
shall submit the Agreement to the County Recorder for recordation.
Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
This Ordinance shall take effect and be in force thirty (30) days from and after the date of its
passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at least three (3)
public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State
of Califomia.
PASSED AND ADOPTED BY the City Council of the City of Dublin, on this
1999, by the following votes:
day of__
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTESI:
MAYOR
CITY CLERK
G:PA 98-055 Ord DA
ATTACHMENT 2
The draft Development Agreement was not attached to the file
copy of this Agenda Statement. Following is a copy of the
recorded Development Agreement.
City of Dublin
When Recorded Mail To:
City Clerk
City of Dublin
I00 Civic Plaza
Dublin, CA 94568
Recorded in Official Records, Rlameda County
Patrick O'Conneil, Clerk-Recorder
I[llllllalllllla No Fee
9921315e 11:46~ 06/~8/99
0¢5 29570~76 29 12
R15 34 7.80 95.e0 0.0~ ~.00 ~.0e 0.~O e.00
e,ee
RECEIVED
JUL 0 ~ 1999
CITY OF DUBLIN
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF DUBLIN
AND
HHH SUPPLY AND INVESTMENT
AND
THE SURPLUS PROPERTY AUTHORITY
OF ~THE COUNTY OF ALAMEDA
FOR THE MICRO DENTAL PROJECT
TABLE OF CONTENTS
2.
3.
4.
Description of Property ......................................... 3
~Relationship of City. and Developer ................................. 3
Effective Date and Term ......................................... 3
4.1 ~ ............................................ 3
4.2 Term ................................................... 4
l gkua 0a ......................................... 4
5.2 ........................................... 4
5.3 Additional Conditions ..................................... 4
Applicable Rules. ReLmlations and Offidal Policies .................... 5
6.1 Rules re Permitted Uses .................................... 5
6.2 Rules re Desi~tm and Construction ............................ 5
6.3 Uniform Codes Applicable .................................. 5
Subsequently Enacted Rules and Re?lations .............. ' ........... 6
7. I New Rules and ReLmlations ................................. 6
7.2 Approval of Application .................................... 6
7.3 Moratorium Not Applicable ................................. 6
Subsequently Enacted or Revised Fees. Assessments and Taxes ........... 6
8.1 Fees. Exactions. Dedications ................................ 6
8.2 Revised Application Fees ................................... 7
8.3 New Taxes .............................................. 7
8.4 &s~mlxra~ ............................................. 7
8.5 Vote on Future Assessments and Fees ......................... 7 -
Amendment or Cancellation ...................................... 8
9.1 Modification Because of Conflict with State or Federal Laws ....... 8
9.2 Amendment by Mutual Consent ............................. 8
Dublin/Alameda Development Agreement Table of Contents - Page i of iii
for the Micro Dental Project March 30, 1999
10.
11.
12.
13.
15.
16.
17.
9.3 Insubstantial Amendments .................................. 8
9.4 Amendment oF Pro!ect Approvals ............................. 8
9.5 Cancellation by MutUal Consent ............................. 9
Term of Project Atmrovals ....................................... 9
Annual Review ................................................ 9
11.1 ~ ............................................. 9
11.2 Initiation of Review ....................................... 9
11.3 ~lff,_Ikc, gol~ ............................................ 9
11.4 Costs .................................................. 9
12.1 Other Remedies Available ................................. 10
12.2 I~[~;nJa~ifi~ ......................................... 10
12.3 No Damages Against CITY ................................ 10
Mortgagee Protection: Certain Rights of Cure ....................... 11
14.1 ~ ..................................... 11
14.2 ~Mortgagee Not Obligated .................................. 11
14.3 Notice of Default to Mortgagee and Extension of Right to Cure .... 11
Attorneys' Fees and Costs ....................................... 12
Transfers and Assignments ...................................... 12
17.1 DEVELOPER's Right to Assi~tm ............................. 12
17.2 Release Upon Transfer .................................... 12
17.3 Developer's Right to Retain Specified Rights or Obligations ....... 13
17.4 permitted Transfer. Purchase or Assi?ment ................... 13
17.5 COUNTY's Right to Assi~tm ................................ 13
18. ^~eement Runs with the Land .................................. !3
19. ~ .................................................. 14
Dublin/Alameda Development Agreement Table of Contents - Page ii of iii
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992 3150
20. Indemnification .............................................. 14
2 I. Insurance ................................................... 15
21.1 public !,lability ~nd Property, Damage Insurance ................ 15
21.2 Workers Compensation Insurance ....... .................... 15
21.3 Evidence of Insurance .................................... 15
22. ~ ............................................. 15
23. Notices ..................................................... 15
25. A~eement is Entire Understanding ............................... 17
26. ~ .................................................... 17
27. ~ ................................................ t7
28. ~ ................................................. 17
Dublin/Alameda Development Agreement Table of Contents - Page iii of iii
for the.Micro Dental Project March 30, 1999
9L-3213150
THIS DEVELOPMENT AGREEMENT is made and entered in the City of
' Dublin on this 4th day of May, 1999, by and between the CITY OF DUBLIN, a
Municipal Corporation (hereafter "CITY"), the Surplus Property Authority of
Alameda County, a public corporation (hereafter "COUNTY"), and HHH Supply and
Investment, a general partnership (hereinafter "DEVELOPER") pursuant to the
authority of §§ 65864 et seq. of the California Government Code and Dublin
Municipal Code, Chapter 8.56.
K 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 DEVELOPER to enter
into a development agreement; and
D. DEVELOPER desires to develop and holds legal interest in certain
real property consisting of approximately 11.47 acres of land, located in the City of
Dublin, County of Alameda, State of California, which is more particularly described
in ~ attached hereto and incorporated herein by this reference, and which
real property is hereafter called the "Property'; and
E. DEVELOPER acquired its interest in the Property from Opus West
Corporation which acquired the Property from COUNTY pursuant to a purchase and
sale agreement entitled "Surplus Property Authority as Seller, Opus West Corporation
as Buyer Purchase and Sale ~kgreement dated November 18, 1997" which allocates
rights and obligations as between COUNTY and DEVELOPER. COUNTY is a party
to this Agreement because COUNTY will perform certain obligations and receive
certain credits;
F. DEVELOPER proposes the development of the Property for
office uses consisting of two 4-story office buildings totaling approximately 249,860
square feet (the "Project"); and
Dublin/Alameda Development Agreement Page 1 of 18
for the Micro Dental Project March 30, 1999
G. DEVELOPER has applied for, and CITY has approved or is
processing, various land use approvals in connection with the development of the
Project, including a PD District rezoning (Ordinance No. 5-98), general provisions
for the PD District rezoning including the Land Use and Development Plan (Res. No.
30-98), tentative parcel map (Community D~velopment Director Resolution No. 2-
98), and site development review (Planning Commission Resolution No. 99-03)
(collectively, together with any approvals or permits now or hereafter issued with
respect to the Project, the "Project Approvals"); and
H. DEVELOPER presently contemplates constructing two 4-story
structures on the Property, to be used for office and light industrial uses, including a
dental laboratory and supply company, a permitted use under the PD District
rezoning; and
I. Development of the Property by DEVELOPER may be subject to
certain future discretionary approvals including site development review, which, if
granted, shall automatically become part of the Project Approvals as each such
approval becomes effective; and
J. CITY desires the timely, efficient, orderly and proper development
of said Project; and
IC 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, COUNTY and DEVELOPER have reached agreement and
desire to express herein a Development Agreement that will fadlitate development of
the Project subject to conditions set forth herein; and
M. Pursuant to the California Environmental Quality Act (CEQA) the
City has found, pursuant to CEQA Guidelines section 15182, that the Project is
within the scope of the Final Environmental Impact Report for the Eastern Dublin
General Plan Amendment and Specific Plan which was certified by the Council by
Resolution No. 51-93 and the Addenda dated May 4, 1993 and August 22, 1994
(the "EIR") and the Mitigated Negative Declaration for the Santa Rita Business
Center Project and found that the EIR and Mitigated Negative Declaration were
adequate for this Agreement; and
Dublin/Alameda Development Agreement Page 2 of 18
for the Micro Dental Project March 30, 1999
N. On May 4, 1999, the City Council of the City of Dublin adopted
· Ordinance No. 10-99 approving this Development Agreement. The ordinance took
effect on June 3, 1999.
NOW, THEREFORE, with reference to the foregoing recitals and in
consideration of the mutual promises, obligations and covenants herein contained,
CITY, COUNTY and DEVELOPER agree as follows:
1. Description of Property..
The Property which is the subject of this Development Agreement is
described in ~ attached hereto ("Property").
The DEVELOPER has a legal or equitable imerest in the Property in
that it owns the Property in fee simple.
3. Relationship of City and Developer.
It is understood that this Agreement is a contract that has been
negotiated and voluntarily entered into by CITY, COUNTY and DEVELOPER and
that neither the DEVELOPER nor COUNTY is an agent of CITY. The CITY,
DEVELOPER and COUNTY 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, DEVELOPER and COUNTY joint venturers or partners.
4. Effective Date and Tenn.
4.1 .F, gfr~gLv_e_D_a~. The effective date of this Agreement shall
be the date upon which the Agreement has been executed by an authorized official of
CITY, by a general partner of DEVELOPER and by an authorized official of
COUNTY. Although, the signature of authorized parties may be completed in
counterParts, the effective date will not be established until all three parties to the
agreement have singed the agreement. The party who is signing third shall fax copies
of the signature pages to the other parties on the date of execution.
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9213[50
4.2 Term. The term of this Development Agreement shall
· commence on the Effective' Date and extend five (5) years thereafter, unless said term
is otherwise terminated or modified by circumstances set forth in this Agreement.
5. Use of the Property.
5.1 ~. DEVELOPER shall have the vested
r~ght to develop the Project on the Property in accordance with the terms and
conditions of this Agreement, the Project Approvals (as and when issued), and any
amendments to any of them as shall, from time to time, be approved purs,,unt to this
Agreement.
5.2 Permitted Uses. The permitted uses of the Property, the
density and intensity of use, the maximum height, bulk and size of proposed
buildings, provisions for reservation or dedication of land for public purposes and
location and maintenance of on-site and off-site improvements, location of public
utilities (operated by CITY) and other terms and conditions of development
applicable to the Property, shall be those set forth in this Agreement, the Project
Approvals and any amendments to this Agreement or the Project Approvals.
5.3 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
5.3.1 Stlbsequent Discretionary. ApproVals.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions. (These conditions do not affect
DEVELOPER's responsibility to obtain all other land use approvals
required by the ordinances of the City of Dublin.)
Not Applicable
5.3.2 Mitigation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or
mitigate adverse environmental impacts of the Project or otherwise
relating to development of the Project.
See Exhibit B
5.3.3 Phasing. Timing. Provisions that the Project be
constructed in spedfied phases, that construction shall commence
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992 3J50
within a specified time, and that the Project or any phase thereof be
completed within a specified time.
See Exhibit B
5.3.4 Financing Plan. Financial plans which identify
necessaW capital improvements such as streets and utilities and
sources of funding.
See Exhibit B
5.3.5 ~[~tI~1~. Terms relating to payment of
fees or dedication of property.
See Exhibit B
5.3.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing of necessary public facilities.
See Exhibit B
5.3.7
Miscellaneous. Miscellaneous terms.
See Exhibit B
6. Applicable Rules. Regulations and Offidal Policies.
6.1 Rules re Permitted Uses. For the term of this Agreement,
the City's ordinances, resolutions, rules, regulations and official policies governing the
permitted uses of the Property, governing density and intensity of use of the Property
and the maximum height, bulk and size of proposed buildings shall be those in force
and effect on the effective date of this Agreement.
6.2 Rules re Desi~tm and Construction. 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.
Ordinances, resolutions, rules, regulations and official policies governing design,
improvement and construction standards and specifications applicable to public
improvements to be constructed by Developer shall be those in force and effect at the
time of the applicable permit approval.
6.3 Uniform Codes Applicable. Unless expressly provided in
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o 9213150
Paragraph 5 of this Agreement, the Proiect shall be constructed in accordance with
· the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire
Codes and Title 24 of the California Code of Regulations, relating to Building
Standards, in effect at the time of approval of the appropriate building, grading, or
other construction permits for the Project.
7. Subsequently Enacted Rules and Regulations.
7. I New Rules and Regulations. During the term of this
Agreement, the CITY may apply new or modified ordinances, resolutions, rules,
regulations and official policies of the CITY to the Property which were not in force
and effect on the effective date of this Agreement and which are not in conflict with
those applicable to the Property as set forth in this Agreement if: (a) the application
of such new or modified ordinances, resolutions, rules, regulations or official policies
would not prevent, impose a substantial financial burden on, or materially del~y
development of the Property as contemplated by this Agreement and the Project
Approvals and (b) if such ordinances, resolutions, rules, regulations or official policies
have general applicability.
7.2 Approval of Application. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of such new or modified
ordinances, resolutions, rules, regulations and policies except that such subsequent
actions shall be subject to any conditions, terms, restrictions, and requirements
expressly set forth herein.
7.3 Moratorium Not Applicable. Notwithstanding anything to
the contrary contained herein, in the event an ordinance, resolution or other measure
is enacted, whether by action of CITY, by initiative, referendum, or otherwise, that
imposes a building moratorium which affects the Proiect on all or any part of the
Property, CITY agrees that such ordinance, resolution or other measure shall not
apply to the Proiect, the Property, this Agreement or the Proiect Approvals unless the
building moratorium is imposed as part of a declaration of a local emergency or state
of emergency as defined in Government Code § 8558.
8. Subsequently Enacted or Revised Fees. Assessments and Taxes.
8.1 Fees. Exactions. Dedications. CITY and DEVELOPER
agree that the fees payable and exactions required in connection with the
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99213150
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 Ordinance No. 5-98, Resolution No. 30-
98, and the tentative parcel map (Community Development Director Resolution No.
2-98) and in this Agreement (including Exhibit B). The CITY shall not impose or
require payment of any other fees, dedications of land, or construction of any public
improvement or facilities, shall not increase or accelerate existing fees, dedications of
land or construction of public improvements, in connection with any subsequent
discretionary approval for the Property, except as set forth in Ordinance No. 5-98,
Resolution No. 30-98, and the tentative parcel map and this Agreement (including
~, subparagraph 5.3.5).
8.2 Revised Application Fees. Any existing application,
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (1) such fees have general applicability; (2)
the application of such fees to the Property is prospective; and (3) the application of
such fees would not prevent development in accordance with this Agreement. By so
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
application, processing and/or inspection fees.
8.3 New Taxes. Any subsequently enacted city-wide taxes shall
apply to the Project provided that: (!) 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. DEVELOPER does not waive its
rights to challenge the legality of any such taxes.
8.4 Assessments. Nothing herein shall be construed to relieve
the Property from assessments levied against it by CITY pursuant to any statutory
procedure for the assessment of property to pay for infrastructure and/or services
which benefit the Property.
8.5 Vote on Future Assessments and Fees. In the event that
any assessment, fee or charge which is applicable to the Property is subject to Article
XIIID of the Constitution and DEVELOPER does not return its ballot, DEVELOPER
agrees, on behalf of itself and its successors, that CITY may count DEVELOPER's
ballot as affirmatively voting in favor of such assessment, fee or charge.
Dublin/Alameda Development Agreement Page 7 of t 8
for the Micro Dental Project March 30, 1999
,S213 50
9. Amendment or Cancellation.
9.1 Modification Because of Conflict with State or Federal
Law~. In the event that state or federal laws or regulations enacted after the effective
date of this Agreement prevent or preclude compliance with one or more provisions of
this Agreement or require changes in plans, maps or permits approved by the CITY,
the parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply with such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance with Chapter 8.56.
9.2 Amendment by Mutual Consent. This Agreement may be
amended in vaiting from time to time by mutual consent of the parties hereto and in
accordance with the procedures of State law and Chapter 8.56.
9.3 I/asubstantial Amendments. Notwithstanding the
provisions of the preceding paragraph 9.2, any amendments to this Agreement which
do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the
permitted uses of the Property as provided in paragraph 5.2; (c) provisions for
"significant" reservation or dedication of land as provided in Exhibit B; (d) conditions,
terms, restrictions or requirements for subsequent discretionary actions; (e) the
density or intensity of use of the Project; (f) the maximum height or size of proposed
buildings; or (g) monetary contributions by DEVELOPER as provided in this
Agreement, shall not, except to the extent othenvise required by law, require notice or
public hearing before either the Planning Commission or the City Council before the
parties may eXecute an amendment hereto. CITY's Public Works Director shall
determine whether a reservation or dedication is "significant".
9.4 Amendment of Project Approvals. Any amendment of
Project Approvals relating to: (a) the permitted use of the Property; (b) provision for
reservation or dedication of land; (c) conditions, terms, restrictions or requirements
for subsequent discretionary~actions; (d) the density or intensity of use of the Project;
(e) the maximum height or size of proposed buildings; (f) monetary contributions by
the DEVELOPER; or (g) public improvements to be constructed by DEVELOPER
shall require an amendment of this Agreement. Such amendment shall be limited to
those provisions of this Agreement which are implicated by the amendment of the
Project Approval. Any other amendment of the Project Approvals, or any of them,
shall not require amendment of this Agreement unless the amendment of the Project
Approval(s) relates specifically to some provision of this Agreement.
Dublin/Alameda Development Ag~ement Page 8 of 18
for the Micro Dental Project March 30, 1999
9ZI3150
9.5 Cancellation by Mutual Consent. Except as othenvise
· permitted herein, this Agreement may be canceled in whole or in part only by the
mutual consent of the parties or their successors in interest, in accordance with the
provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B
of this Agreement prior to the date of cancellation shall be retained by CITY.
10. Tenon of Pro!ect Approvals.
Pursuant to California Government Code Section 66452.6(a), the
term of the tentative map described in Recital G above shall automatically be
extended for the term of this Agreement. The term of any other Proiect Approval
shall be extended only if so provided in Exhibit B.
11. Annual Review.
1 I. 1 t~t~. The annual review date for this Agreement
shall be August 15, 1999 and each August 15 thereafter.
11.2 Initiation of Review. The CITY's Community
Development Director shall initiate the annual review, as required under Section
8.56.140 of Chapter 8.56, by giving to DEVELOPER thirty (30) days' written notice
that the CITY intends to undertake such review. DEVELOPER shall provide
evidence to the Community Development Director prior to the hearing on the annual
review, as and when reasonably determined necessary by the Community
Development Director, to demonstrate good faith compliance with the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compliance is upon the DEVELOPER.
11.3 Staff Reports. To the extent practical, CITY shall deposit
in the mail and fax to DEVELOPER a copy of all staff reports, and related exhibits
concerning contract performance at least five (5) days prior to any annual review.
11.4 Costs. Costs reasonably incurred by CITY in connection
with the annual review shall be paid by DEVELOPER in accordance with the City's
schedule of fees in effect at the time of review.
Dublin/Alameda Development Agreement Page 9 of 18
for the Micro Dental Project March 30, 1999
12. Default.
12.1 Other Remedies Available. Upon the occurrence of an
event of default, the parties may pursue all other remedies at law or in equity which
are not otherwise provided for in this Agreement or in City's regulations governing
development agreements, expressly including the remedy of specific performance of
this Agreement.
12.2 ~fl~.~:[~. Upon the occurrence of an event of
default by either party, the nondefaulting party shall serve written notice of such
defauR upon the defaulting party. ,If the default is not cured by the defaulting party
within thirty (30) days after service of such notice of default, the nondefaulting party
may then commence any legal or equitable action to enforce its rights under this
Agreement; provided, however, that if the default cannot be cured within such thirty
(30) day period, the nondefaulting party shall refrain from any such legal or equitable
action so long as the defaulting party begins to cure such default within such thirty
(30) day period and diligently pursues such cure to completion. Failure to give notice
shall not constitute a waiver of any default.
12.3 No Damages Ag~ainst CITY. In no event shall damages be
awarded against CITY upon an event of default or upon termination of this
Agreement.
Either party may, at any time, and from time to time, request
written notice from the other party requesting such party to certify in writing that,
(a) this Agreement is in full force and effect and a binding obligation of the parties,
(b) this Agreement has not been amended or modified either orally or in writing, or if
so amended, identifying the amendments, and (c) to the knowledge of the certifying
party the requesting party is not in default in the performance of its obligations under
this Agreement, or if in default, to describe therein the nature and amount of any
such defaults. A party receiving a request hereunder shall execute and return such
certificate within thirty (30) days following the receipt thereof, or such longer period
as may reasonably be agreed to by the parties. City Manager of City shall be
authorized to execute any certificate requested by DEVELOPE1L Should the party
receiving the request not execute and return such certificate within the applicable
period, this shall not be deemed to be a default, provided that such party shall be
deemed to have certified that the statements in clauses (a) through (c) of this section
Dublin/Alameda Development Agreement Page I 0 of 18
for the Micro Dental Project March 30, 1999
are true, and any party may rely on such deemed certification.
14. Mortgagee Protection: Certain Rights of Cure.
14.1 ' ~. This Agreement shall be supetior
and senior to any lien placed upon the Property, or any portion thereof after the date
of recording this Agreement, including the lien for any deed of trust or mortgage
("Mortgage"). Notwithstanding the foregoing, no breach hereof shall defeat, render
invalid, diminish or impair the lien of any Mortgage made in good faith and for value,
but all the terms and conditions contained in this Agreement shall be binding upon
and effective against any person or entity, including any deed of trust beneficiary or
mortgagee ("Mortgagee") who acquires title to the Property, or any portion thereof,
by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
14.2 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 Property to any uses or
to construct any improvements thereon other than those uses or improvements
provided for or authorized by the Proiect Approvals or by this Agreement.
14.3 Notice of Default to Mortgagee and Extension of Right to
Cure. If CITY receives notice from a MOrtgagee requesting a copy of any notice of
default given DEVELOPER hereunder and specifying the address for service thereof,
then CITY shall deliver to such Mortgagee, concurrently with service thereon to
DEVELOPER, any notice given to DEVELOPER with respect to any claim by CITY
that DEVELOPER has committed an event of default. Each Mortgagee shall have
the right during the same petiod available to DEVELOPER to cure or remedy, or to
commence to cure or remedy, the event of default claimed set forth in the CITY's
notice. CITY, through its City Manager, may extend the thirty-day cure period
provided in paragraph 12.2 for not more than an additional sixty (60) days upon
request of DEVELOPER or a Mortgagee.
15. Severabili~.
The unenforceability, invalidity or illegality of any provisions,
Dublin/Alameda Development Agreement Page 11 of 18
for the Micro Dental Project March 30, 1999
covenant, condition or term of this Agreement shall not render the other provisions
· unenforceable, invalid or illegal.
16. Attorneys' Fees and Costs.
If CITY or DEVELOPER initiates any action at law or in equity to
enforce or interpret the terms and conditions of this Agreement, the prevailing 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. DEVELOPER shall bear its own costs of defense as a real
party in interest in any such action, and shall reimburse CITY for all reasonable court
costs and attorneys' fees expended by CITY in defense of any such action or other
proceeding.
17. Transfers and Assi~trnments.
17.1 DEVELOPER's Right to Assi~tm. All of DEVELOPER'S
rights, interests and obligations hereunder may be transferred, sold or assigned in
conjunction with the transfer, sale, or assignment of all of the Property subject hereto
at any time during the term of this Agreement, provided that no transfer, sale or
assignment of DEVELOPER's rights, interests and obligations hereunder shall occur
without the prior written notice to CITY and approval by the City Manager, which
approval shall not be unreasonably withheld or delayed. The City Manager shall
consider and decide the matter within 10 days after DEVELOPER's notice, provided
all necessary documents, certifications and other information are provided to the City
Manager.
17.2 Release Upon Transfer. Upon the transfer, sale, or
assignment of all of DEVELOPER's rights, interests and obligations hereunder
pursuant to subparagraph 1Z. 1 of this Agreement, DEVELOPER shall be released
from the obligations under this Agreement, with respect to the Property transferred,
sold, or assigned, arising subsequent to the date of City Manager- approval of such
transfer, sale, or assignment; provided, however, that if any transferee, purchaser, or
assignee approved by the City Manager expressly assumes all of the rights, interests
and obligations of DEVELOPER under this Agreement, DEVELOPER shall be
released with respect io all such rights, interests and assumed obligations. In any
event, the transferee, purchaser, or assignee shall be subject to all the provisions
Dublin/Alameda Development Agreement Page 12 of 18
for the Micro Dental Project March 30, 1999
9Z 3 50
hereof and shaU provide all necessary documentsl certifications and other necessary
information prior to City Manager approval.
17.3 Developer's Right to Retain Specified Rights or
~. Notwithstanding subparagraphs 17.1 and 17.2 and paragraph 18,
DEVELOPER may withhold from a sale, transfer or assignment of this Agreement
certain rights, interests and/or obligations which DEVELOPER shall retain, provided
that DEVELOPER specifies such rights, interests and/or obligations in a written
document to be appended to this Agreement and recorded with the Alameda County
Recorder prior to the sale, transfer or assignmem of the Property. DEVELOPER's
purchaser, transferee or assignee shall then have no interest or obligations for such
rights, interests and obligations and this Agreement shall remain applicable to
DEVELOPER with respect to such retained rights, interests and/or obligations.
17.4 permitted Transfer. Purchase or Assignment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering
DEVELOPER'S interest in the Property shall not require City Manager 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 COUNTY's Right toAssi~en.
COUNTY shall not assign its rights interests or obligations
hereunder.
18. Agreement Runs with the Land.
All of the provisions, rights, terms, covenants, and obligations
contained in this Agreement shall be binding upon the parties and their respective
heirs, successors and assignees, representatives, lessees, and all other persons acquiring
the Property, or any portion thereof, or any interest therein, whether by operation of
law or in any manner whatsoever. All of the provisions of this Agreement shall be
enforceable as equitable servitude and shall constitute covenants running with the
land pursuant to applicable laws, induding, but not limited to, Section 1468 of the
Civil Code of the State of California. Each covenant to do, or refrain from doing,
some act on the Property hereunder, or with respect to any owned property, (a) is for
the benefit of such properties and is a burden upon such properties, (b) runs with
Dublin/Alameda Development Agxeement Page 13 of 18
for the Micro Dental Project March 30, 1999
such properties, and (c) is binding upon each party and each successive owner during
its ownership of such properties or any portion thereof, and shall be a benefit to and a
burden upon each party and its property hereunder and each other person succeeding
to an interest in such properties.
I9. Bankruptcy.
The obligations of this Agreement shall not be dischargeable in
bankruptcy.
DEVELOPER agrees to indemnify, defend and hold harmless CITY,
and its elected and appointed councils, boards, commissions, officers, agents,
employees, and representatives from any and all claims, costs (including legal fees and
costs) and liability for any personal iniury or property damage which may arise
directly or indirectly as a result of any actions or inactions by the DEVELOPER, or
any actions or inactions of DEVELOPER's contractors, subcontractors, agents, or
employees in connection with the construction, improvement, operation, or
maintenance of the Project, provided that DEVELOPER shall have no
indemnification obligation with respect to negligence or wrongful conduct of CITY,
its contractors, subcontractors, agents or employees or with respect to the
maintenance, use or condition of any improvement after the time it has been
dedicated to and accepted by the CITY or another public entity (except as provided
in an improvement agreement or maintenance bond).
COUNTY agrees to indemnify, defend and hold harmless CITY, and
its elected and appointed councils, boards, commissions, officers, agents, employees,
and representatives from any and all claims, costs (including legal fees and costs) and
liability for any personal injury or property damage which may arise directly or
indirectly as a result of any actions or inactions by the COUNTY, or any actions or
inactions of COUNTY's contractors, subcontractors, agents, or employees in
connection with the construction, improvement, operation, or maintenance of the
Project, provided that COUNTY shall have no indemnification obligation 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/Alameda Development Agreement Page 14 of 18
for the Micro Dental Project March 30, 1999
2 I. Insurance.
2 I. 1 Public l .i ability and Property Damage Insurance. During
the term of this Agreement, DEVELOPER shall maintain in effect a policy of
comprehensive general liability insurance with a per-occurrence combined single limit
of not less than one million dollars ($1,000,000.00) and a deductible of not more
than ten thousand dollars ($10,000.00) per claim. The policy so maintained by
DEVELOPER shall name the CITY as an additional insured and shall include either a
severability of interest clause or cross-liability endorsement.
21.2 Workers Compensation Insurance. During the term of this
Agreement DEVELOPER shall maintain Workers Compensation insurance for all
persons employed by DEVELOPER for work at the Proiect site. DEVELOPER shall
require each contractor and subcontractor similarly to provide Worker's
Compensation insurance for its respective employees. DEVELOPER agrees to
indemnify the City for any damage resulting from DEVELOPER's failure to maintain
any such insurance.
21.3 F<~i~l~tLIIlig/it]l~. Prior to City Cotmcil approval of
this Agreement, DEVELOPER shall furnish CITY satisfactory evidence of the
insurance required in Sections 21.1 and 21.2 .and evidence that the carrier is required
to give the CITY at least fifteen days prior written notice of the cancellation or
reduction in coverage of a policy. The insurance shall extend to the CITY, its elective
and appointive boards, commissions, officers, agents, employees and representatives
and to DEVELOPER performing work on the Project.
22. Sewer and Water.
DEVELOPER acknowledges that it must obtain water and sewer
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not within the control of CITY.
23. Notices.
All notices required or provided for under this Agreement sh~ll be in
writing. Notices required to be given to CITY shall be addressed as follows:
Dublin/Alameda Development Agreement Page 15 of 18
for the Micro Dental Project March 30, 1999
City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
Notices required to be given to COUNTY shall be addressed as follows:
Patrick Cashman
Project Director
Surplus Property Authority of Alameda County
225 W. Winton Avenue, Room 151
Hayward, CA 94544
and
Adolph Maxtindli
Director of Planning
County of Alameda
399 Elmhurst Street
Hayward, CA 94544
Notice required to be given to DEVELOPER shall be addressed as follows:
Andres Hires
George Hites
HHH Supply and Investment
6665 Amador Plaza Road
Dublin, CA 94568
A party may change address by giving notice in writing to the other party and
thereafter all notices shall be addressed and transmitted to the new address. Notices
shall be deemed given and received upon personal delivery, or if mailed, upon the
expiration of 48 hours after being deposited in the United States Mail. Notices may
also be given by overnight courier which shall be deemed given the following day or
by facsimile transmission which shall be deemed given upon verification of receipt.
24. Recitals.
The foregoing Recitals axe true and correct and are made a part
hereof.
Dublin/Alameda Development Agreement Page 16 of 18
for the Micro Dental Project March 30, 1999
25.
of the parties.
26.
Agreement is Entire Understanding.
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:
~ Legal Description of Property
~dlih2!J~ Additional Conditions
27. ~.
This Agreement is executed in three (3) duplicate originals, each of
which is deemed to be an original.
28. Recordation.
CITY shall record a copy of this Agreement within ten days
following execution by all parties.
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:
Ma~d~ Date: ~/6//~
By: May~] ~.g¥ ,,~. ~z~aT~/~
Attest:
Dublin/Alameda Development Agreement Page 17 of 18
for the Micro Dental Project March 30, 1999
Approved as to Form:
City Attorney
SURPLUS PROPERTY AUTHORITY
OF ALAMEDA COUNTY:
Its Manager
Approved as to Form:
Date:
~ton~~ o~6~r StuVplus Property
Authority_o~f. flle,J~ounty of Alameda
LG~.~t 20 K
HHH SUPPLY AND INVESTMENT,
a general partnership
(NOTARIZATION ATTACHED)
EHS:rja
J:\WPD~IVINRSWM 14\124~AGREEkM IC RO_DA.330
· Dublin/Alameda Development Agreement Page 18 of 18
for the Micro Dental Project March 30, 1999
997_ 3150
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
· State of /..~
County of
pe,so,a,,yappe red d' '
~ersonally ~own to me - OR - ~ proved to me on the basis of satisfactow evidence to be the person~
whose name~ i¢~ subscribed to the within inst~ment
and acknowledg~ to me that he/~/~ executed the
same in hi¢~r authorized capaci~, and that by
hisser signature~ on the inst~ment the person~,
or the entity upon behalf of which the person~ acted,
executed the instrument.
WITNESS m.~and off. al.
OPTIONAL
Though the intormatfon be/ow is not required by law, it may prove valuable to persons relying on the documen~ and could prevent
fraudulent removal and reettachment of thie form to another dccument.
Description of Attached Document
Document Date: ~ ~
- ~
Si ner(s)Other Than Named Above: ~,
g
Capacity(ies) Claimed by Signer(s)
Signer'sName~V d. ~r~
[] Individual
[] Corporate Officer
Title(s):
[] Partner-- [] Limited [] General
[] Attorney-in-Fact
[] Trustee
[] Guardian or Conservator
[] Other:
S/i~ner Is Representing:
Top of thumb here
Jual
[] ~ Officer
'Rtle,
[] Partner-
[]
[] Trustee
[] Guardia]
r- Other:
[] General
Top of thumb here
Signer Is Representing:
99213150
,~ALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ~,
__ - __ ~ ~...__. ....... -
'State of k.~ ~_~_
County of '~t'~ ~,~",jZ.,~L_
On ~ ~. ~ beforem~~%~. ~ ~
personally a~eared ~[ ~L ~~ ,
~rsonally known to me - OR - ~ proved to me on the basis of satisfacto~ evidence
to be the person~ whose name~ is/~e
subscribed to the within instrument and ac-
. knowledged to me that he/s~t~y executed
the same in his/~/t~r authorized
capacity(i~, and that by
his/~/t~r
signature~ on the instrument the person~,
or the entity upon behalf of which the
person~ acted, executed the instrument.
WITNESS my hand and official seal.
I I OPTIONAL ~
Though the data below is not required by law, it may prove valuable to persons relying on the document and could ~revent
fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
[] INDIVIDUAL
[] CORPORATE OFFICER
DESCRIPTION OF ATrACHED DOCUMENT
[] PARTNER(S) [] LIMITED
[] GENERAL
[] ATTORNEY-IN-FACT
[] TRUSTEE(S)
[] GUARDIAN/CONSERVATOR
[] OTHER:
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
SIGNER IS REPRESENTING:
99 13i50
State of Califomia )
) SS.
County of Alameda )
before me, a Notary Public,
personally appeared ~t~r~-~ ~r~)~,~ R'~ --
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(g,) whose nameS) iskn~ subscribed to the within instrument and
acknowledged to me that he/~ executed the same in his~z~dt~
authorized capadtyOeCf, and that by his/F, cr/t~,c~r, signature(g) on the instrument
the person~), or the entity upon behalf of which the person~) acted, executed
the instrument.
WITNESS my hand and offidal seal.
~ARY PUBLIC
92i3150
LEGAL DESCRIPTION
MICRODENTAL
ALL THAT CERTAIN REAL PROPERTY SITUATE IN THE CITY OF DUBLIN, COUNTY OF
ALAMEDA~ STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:
BEING ALL OF PARCEL ONE AS SAID PARCEL IS SHOWN ON THAT CERTAIN MAP
ENTITLED "PARCEL MAP 7233", FILED JUNE 26, 1998, IN BOOK 236 OF PARCEL MAPS AT
PAGES 7 THROUGH 13, INCLUSIVE, IN THE OFFICE OF THE RECORDER OF ALAMEDA
COUNTY, STATE OF CALIFORNIA, SAID PARCEL BEING MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST NORTHWESTERLY CORNER OF SAID PARCEL ONE AS
SHOWN ON SAID MAP;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL ONE SOUTH 88°13'36" EAST,
539.61 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL ONE;
THENCE ALONG THE EASTERLY LINE OF SAID PARCEL ONE:
SOUTH 1°23'35" WEST, 929.01 FEET TO THE SOUTHEASTERLY CORNER OF SAID
PARCEL ONE;
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL ONE, THE FOLLOWING FOUR
(4) COURSES:
1. NORTH 88°36'25" WEST, 204.60 FEET;
2. NORTH 1~23'35'' EAST, 6.00 FEET;
3. NORTH 88°36'25" WEST, 304.96 FEET;
4. NORTH 43°36'25'' WEST, 42.48 FEET TO THE MOST WESTERLY CORNER OF SAID
PARCEL ONE:
THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL ONE, NORTH
1°23'35" EAST 896.55 FEET TO THE POINT OF BEGINNING.
CONTAINING AN AREA OF 11.474 ACRES, MORE OR LESS.
1999/0209LD-lvlJF/98501
Exhibit A
99213 50
Additional Conditions
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.3 above.
Subparagraph 5.3.1 -- Subsequent Discretional. Approvals
None.
Subparagraph 5.3.2 -- Mitigation Conditions
Subsection a. Infrastructure Sequendn~ Progr~ am
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 No. 99-03
Approving Site Development Review shall be completed by DEVELOPER to the
satisfaction of the Public Works Director at the times and in the manner specified in
Resolution No. 99-03 unless othenvise provided below or unless performed by others.
All such roadway improvements shall be constructed to the satisfaction and
requirements of CITY's Public Works Director.
1-580 at Santa Rita Road/Tassa!ara Road Eastbound Off
Condition Nos. 23 and 24 of Resolution No. 99-03 shall be
revised to read as follows:
'Whe Public Works Director shall
determine when.the eastbound off-ramp
from 1-580 at the Santa Rita/Tassajara Road
exit shall be widened and restriped to
provide one exclusive through lane and two
left-mm lanes (with the existing free tight-
Dublin/Alameda Development Agreement Page 1 of 8
for the Micro Dental Project - Exhibit B March 30, 1999
turn lane remaining). In conjunction with
this improvement, the traffic signal shall be
modified to provide protected left-turn
phasing on the east and west legs (removing
the existing split phasing). The Public
Works Director shall also determine when
the westbound approach on Pimlico Drive
will need to provide a second left turn lane.
Within one year of notification by the
Public Works Director, unless otherwise
constructed by others and provided consent
from Caitrans and the City of Pleasanton, if
necessary, has been obtained, COUNTY
shall design and construct these
improvements to the satisfaction of the
Public Works Director with input from the
City of Pleasanton where applicable. To the
extent practical, the notice shall be timed so
that the work shall be completed
immediately ptior to the point where Level
of Service E occurs."
B. Miscellaneous
The obligation of subsection (A) above shall be of no force or
effect until DEVELOPER obtains the first building permit for the Project. Once
effective, such obligation shall survive termination of this Agreement.
Within sixty (60) days of the Effective Date, COUNTY shall
provide CITY with security for the costs of design and construction of the
improvements described in s~bsection (A) above in an amount satisfactory to the
Public Works Director. The security may consist of a document, satisfactory to the
City Attorney, pledging COUNTY'S existing credits against payment of the traffic
impact fees as security. The security required by the preceding sentences is not a
substitute for the Improvement Agreement and bonds required by Subparagraph
5.3.2, subsection (b) (ii) and (iii) below.
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for the Micro Dental Project - Exhibit B March 30, 1999
DEVELOPER and COUNTY shall be responsible for transitioning
existing improvements to match improvements required by this Agreement, including
dedications, to the satisfaction of the CITY's Public Works Director.
(ii)
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 water 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.
Recyded water lines shall be installed in accordance with the tentative
subdivision map.
(iv)
Prior to issuance of the first Certificate of Occupancy for any building
which is part of the Proiect, 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
erosion control measures in place to protect downstream facilities and properties from
erosion and unclean storm water consistent with the Drainage Plan. As used herein,
"Drainage Plan" shall refer to CITY's master drainage plan.
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for the Micro Dental Project - Exhibit B March 30, I999
99213t50
(v) Other Utilities (e.g. gas. electricity., cable televisions, telephone)
Construction shall be complete by phase prior to issuance of the first
Certificate of Occupancy for any building within that specific phase of occupancy.
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 DEVELOPER or COUNTY
to defer completion of discrete portions of any of the public improvements required
for the Proiect until after issuance of Certificate of Occupancy for the first building
for the Proiect if the Public Works Director determines that to do so would not
ieopardize the public health, safety or welfare.
(ii) Improvement Agreement
Prior to constructing the Improvements described in Subparagraph
5.3.2(a)(i) above, COUNTY (or its assignee) shall submit plans and specifications to
CITY's Public Works Director for review and approval and shall enter into an
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.
(iii) Bonds
Prior to execution of the Improvement Agreement, COUNTY (or its
assignee) 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 5.3.2(a)(i) above will be constructed prior to the times specified
above. The performance bond or other security shall be in an amount equal to 100%
of the engineer's estimate of the cost to construct the improvements (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.
Dublin/Alameda Development Agreement Page 4 of 8
for the Micro Dental Project - Exhibit B Maxch 30, 1999
., 99213150
(iv) Right to Construct Additional Road Improvements
With the prior written consent of CITY's Public Works Director,
COUNTY or DEVELOPER may construct roadway improvements which are not
described in this Exhibit B if such improvements are described in the resolution
establishing the Eastern Dublin Traffic Impact Fee and if such improvements are
constructed in their ultimate location.
COUNTY (or its assignee) shall be required to enter into an
Improvement Agreement and provide bonds for such improvements, as provided in
Subsection (b)(ii) and (iii) above, prior to construction. CITY shall provide a credit
to COUNTY for the cost of such improvements in the manner and subiect to the
conditions provided in Subparagraph 5.3.6, Subsections (a), (b) and (c).
Subpara~trraph 5.3.3 -- Phasing. Timing
With the exception of the road improvements described in Subparagraph
5.3.2(a)(i) this Agreement contains no requirements that DEVELOPER must initiate
or complete development of the Project within any period of time set by CITY. It is
the intention of this provision that DEVELOPER be able to develop the Property in
accordance with its own time schedules and the Proiect Approvals.
Subparagraph 5.3.4 -- Financing Plan
COUNTY will install all street improvements necessary for the Project at its own
cost (subject to credits for certain improvements as provided in Subparagraph 5.3.6
below).
Other infrastructure necessary to provide sewer, potable water, and recycled
water senrices to the Project will be made available by the Dublin San Ramon
Services District. COUNTY has entered into an "Area Wide Facilities Agreement"
with the Dublin San Ramon-Services District to pay for the cost of extending such
services to the Project. Such services shall be provided as set forth in Subparagraph
5.3.2(a)(ii) and (iii) above.
Dublin/Alameda Development Agxeement Page 5 of 8
for the Micro Dental Proiect - Exhibit B March 30, 1999
· Subparagraph 5.3.5 -- Fees. Dedications
Subsection a. Traffic Impact Fees.
DEVELOPER shall pay all traffic impact fees applicable to the Project
which are in effect at the time of issuance of any building permit for the Project.
Such fees include the Eastern Dublin Traffic Impact Fee ("TIF") established by
Resolution No. 41-96, including any future amendments to such fee. DEVELOPER
will pay such fees no later than the time of issuance of building permits and in the
then-current amount of the impact fee.
DEVELOPER, COUNTY and CITY acknowledge that COUNTY is entitled
to certain credits ("1991 Credits") against payment of the Traffic Impact Fee for
Eastern Dublin by separate agreements previously entered into between COUNTY
and CITY in 1991. COUNTY is also entitled to certain other credits ("Prior
Agreement Credits") against payment of the Traffic Impact Fee for Eastern Dublin by
other development agreements entered into between COUNTY and CITY.
COUNTY agrees that, notwithstanding its entitlement to such 1991 Credits, its
1991 Credits cannot be applied against payment of the "Section 2" portion of the
Traffic Impact Fee for Eastern Dublin for the Project. DEVELOPER and/or
COUNTY (and its assignee) will, rather, pay the "Section 2" portion of the fee in
cash.
COUNTY further agrees that it (and its assignee)will use the 1991 Credits
and/or Prior Agreement Credits against at least one-half (~,~) of the "Section 1"
portion of the Traffic Impact Fee for Eastern Dublin for the Project provided that it
has sufficient such credits. CITY shall determine which of the 1991 Credits and/or
Prior Agreement Credits shall be used pursuant to this paragraph.
Notwithstanding anything herein to the contrary, DEVELOPER further
agrees that it will pay at least seven percent (7%) of the "Section 1" portion of the
Traffic Impact Fee for Eastern Dublin in cash.
Subsectioll b,
Traffic Impact Fee to Reimburse Pleasanton for Freeway
Interchanges.
DEVELOPER shall pay the Eastern Dublin 1-580 Interchange Fee
established by City of Dublin Resolution No. 11-96 as amended by Resolution No.
155-98 and by any subsequent resolution which revises such Fee. DEVELOPER will
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for the Micro Dental Project - Exhibit B March 30, 1999
99 13150
. pay such fees no later than the time of issuance of building permits and in the then-
current amount of the impact fee.
Subsection c. Public Facilities Fees.
DEVELOPER shall pay a Public Facilities Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 32-96, adopted by the City Council
on March 26, 1996, or in the amounts and at the times set forth in any resolution
revising the amount of the Public Facilities Fee. DEVELOPER will pay such fees no
later than the time of issuance of building permits and in the then-current amount of
the impact fee.
Subsection d.
DEVELOPER shall pay a Noise Mitigation Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council
on March 26, 1996, and any amendments thereto. DEVELOPER will pay such fees
no later than the time of issuance of building permits and in the then-current amount
of the impact fee.
Subsection e. ~]~U[llll~l~.
School impact fees shall be paid by DEVELOPER in accordance with
Government Code section 53080 and the existing agreement between COUNTY, as
DEVELOPER's predecessor in interest, and the Dublin Unified School District.
Subsection f. Fire Impact Fees.
DEVELOPER shall pay a fire fadlities 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. DEVELOPER will pay such fees no later than the time of issuance of
building permits and in the then-current amotmt of the impact fee.
Subsection g. Tri-Valley Transportation Development F¢¢.
DEVELOPER shall pay the Tri-Valley Transportation Development Fee in
the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any
subsequent resolution which revises such fee. DEVELOPER will pay such fees no
later than the time of issuance of building permits and in the then-current amount of
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99213150
the impact fee.
Subparagraph 5.3.6 -- Credit
All aspects of use of credits shall be governed by CITY's Administrative
Guidelines governing traffic fee credits and reimbursements (Resolution No. 23-99.)
Subparagraph 5.3.7 -- Miscellaneous
~ Landscaping Maintenance Along Streets and Creek
CITY has formed a landscape maintenance district known as the
"Landscape Maintenance Assessment District No. 97-1 (Santa Rita Area)" pursuant
to a petition from DEVELOPER, and imposed an assessment against the Property to
pay for street and creek landscape maintenance. In addition, on September 24, 1996,
COUNTY recorded a Declaration of Covenants, Conditions and Restrictions which
covers the Property, whereby COUNTY, on behalf of itself and its successors, has
covenanted to pay a "Deed Assessment" to CITY for maintenance of street and creek
landscaping.
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Dublin/Alameda Development Agreement Page 8 of 8
for the Micro Dental Project - Exhibit B March 30, 1999