HomeMy WebLinkAbout4.5 Dublin Crossing Zoning Ord & DAOF
Ill 4 �Ir 111
1'3 � =�, 82
DATE:
TO:
STAFF REPORT
CITY COUNCIL
November 19, 2013
Honorable Mayor and City Councilmembers
CITY CLERK
File #450 - 20/600 -60
FROM: Joni Pattillo, City Manager �a
SUBJECT: Dublin Crossing: Zoning Ordinance Amendments and Development Agreement
Prepared by Kristi Bascom, Principal Planner
EXECUTIVE SUMMARY:
On November 5, 2013, the City Council adopted the Dublin Crossing Specific Plan (DCSP) and
associated implementation actions, which will enable the development of approximately 189
acres in the City of Dublin with a residential mixed -use project with up to 1,995 single- and multi-
family residential units; up to 200,000 square feet of retail, office and /or commercial uses; a 30
acre Community Park; a 5 acre Neighborhood Park, and a 12 acre elementary school site to
serve approximately 900 students. In addition to adopting the DCSP, amendments were
approved for the General Plan, and the Final Environmental Impact Report (EIR) for the project
was certified. Lastly, an ordinance approving amendments to the Zoning Ordinance was
introduced and an ordinance approving a Development Agreement for the project was
introduced. The City Council is considering adopting both ordinances at this public hearing.
FINANCIAL IMPACT:
None at this time. The costs associated with processing the Dublin Crossing project are borne
by the Applicant.
RECOMMENDATION:
Staff recommends that the City Council waive the reading and adopt an Ordinance approving
Zoning Ordinance Amendments to create a new Chapter: 8.31 (Dublin Crossing Zoning District),
rezone all properties within the Dublin Crossing Specific Plan project area to the Dublin
Crossing Zoning District, amend the Zoning Map to identify the location of the new Zoning
District, amend Zoning Ordinance Chapter 8.12 (Zoning Districts and Permitted Uses), and
amend Chapter 8.104 (Site Development Review); and waive the reading and adopt an
Ordinance approving a Development Agreement between the City of Dublin and Dublin
Crossing Venture LLC relating to the Dublin Crossing Project.
_A'
Submitted By
Director of Community Development
Reviewed By
Assistant City Manager
Page 1 of 5 ITEM NO. 4.5
DESCRIPTION
Background
One of the City Council's key initiatives is to process a General Plan Amendment for private
development on a portion of the Parks Reserve Forces Training Area (Camp Parks). On April
15, 2003, the U.S. Army requested, and the City Council authorized, the commencement of a
General Plan Amendment Study for the 189 acre project area. The project area is generally
bounded by Scarlett Drive to the west, Dublin Boulevard to the south, Arnold Road to the east,
and 5th Street to the north (on the Camp Parks base). The Dublin Crossing project site includes
approximately 172 acres owned by the U.S. Army, an 8.7 acre site at the corner of Dublin
Boulevard and Arnold Road owned by the Alameda County Surplus Property Authority, and an
8.9 acre site owned by NASA. The project area is shown below.
Figure 1: Vicinity Map
_.L
In 2004, the City of Dublin, in partnership with the U.S. Army Reserve, engaged community
members in a "Strategic Visioning Process" that examined the opportunities and constraints of
future non - military development of the site, solicited ideas, and created a vision for what could
be constructed. The results of this effort, and the follow -up direction from the City Council, were
shared with the U.S. Army Reserve with the hope that any future development plans would
incorporate the desired vision.
In December 2007, the U.S. Army Reserve prepared a Notice of Availability to solicit a master
developer for the Camp Parks Real Property Exchange / "Dublin Crossing" project area. On
January 10, 2008, the U.S. Army Reserve and the City (and other local public agencies)
participated in an "Industry Day ", where all interested developers received information about the
project site, the development process, and received information on the expectations of the City
Page 2 of 5
as it related to development potential as well as public amenities and facilities. The City
established a webpage for the Dublin Crossings project and posted documents and information
for all interested parties to access.
Following Industry Day, interested developers submitted proposals to the U.S. Army Reserve for
consideration, and in October 2008, the U.S. Army Reserve announced the selection of SunCal
Companies as the master developer. In April 2011, SunCal finalized a Real Property Exchange
Agreement with the U.S. Army Reserve for the property that binds both parties to a timeline and
certain requirements to allow development on the project site to proceed.
Once the Exchange Agreement was signed, City Staff began pre - development meetings with
SunCal. SunCal shared their draft development proposal for the property with Staff and
engaged the City in a discussion of the opportunities and constraints of the site and SunCal's
obligations to the U.S. Army. The Dublin Crossing land exchange and phasing of the project is
unique because the land plan for this project has been dictated to a great degree by the way in
which SunCal is expected to receive land from the U.S. Army. SunCal must construct certain
facilities for the Army before receiving certain predetermined parcels of land for private
development.
Once SunCal began sharing their vision for the development of the Project Area, the City
Council held several meetings where they provided feedback to Staff and the Applicant on what
was being proposed. On August 16, 2011, the City Council reviewed the original 2004 vision for
the Dublin Crossing project site and provided updated direction and feedback to be incorporated
into future land plans.
After the August 16, 2011 City Council meeting, Staff and SunCal met on a regular basis to
discuss the proposed land use and circulation network as well as SunCal's plan to provide
parks, open space, and amenities on the project site to address the City Council's direction.
Staff and SunCal also negotiated a package of community benefits that SunCal proposed to
provide in exchange for acceptance of their land plan and development proposal. These
community benefits, and the associated trade -offs, were crafted into a list of Draft Development
Agreement Points.
On May 29, 2012, the City Council held a special meeting to review SunCal's Draft Land Plan
and the Draft Development Agreement Points, which together formed SunCal's development
proposal for the property. At the meeting, Staff sought input from the City Council on the Draft
Land Plan and the Draft Development Agreement Points and affirmation from the City Council
that the concepts illustrated and described in the two documents were acceptable. Following
the May 29, 2012 meeting, Staff and SunCal continued to meet every other week to discuss
refinements to the Draft Land Plan, potential changes to the project to respond to direction
provided by the City Council, to learn more about SunCal's plans for a Community Facilities
District (CFD) for the project, and to review design concepts for the Community Park.
On May 7, 2013, Staff presented the refined project proposal to the City Council and requested
feedback on outstanding items, which at that point included the creation of a Community
Facilities District to fund the project infrastructure, the size and location of the project parks,
construction of the parks, and feedback on the Draft Development Agreement Points. The City
Council reviewed several questions posed by Staff and provided direction to Staff and SunCal
on these key issues. The City Council accepted the Development Agreement Points at a
subsequent meeting on June 18, 2013. With these "big picture" items resolved, the Draft
Page 3 of 5
Specific Plan and accompanying Draft Environmental Impact Report (Draft EIR) were completed
based on the City Council direction.
On July 9, 2013, a Study Session was held with the Planning Commission to review the Draft
Specific Plan and to receive comments on the Draft EIR, which had been circulated for public
review from June 24, 2013 to August 8, 2013 (45 days). At this meeting, the Planning
Commission provided input on a variety of topic areas including safe and efficient pedestrian
and vehicular circulation through and around the project area, ensuring adequate parking to
serve the new neighborhoods, creating a memorable streetscape and project gateways —
especially along Dublin Boulevard, providing diverse development opportunities, and creating a
strong project focal point at Dublin Boulevard and Arnold Road.
After the Planning Commission Study Session and the close of the Draft EIR comment period,
Staff made modifications to the Draft Specific Plan, including adding Circulation Policy 4.25,
which addresses the need to minimize the impacts of overflow parking from BART into the
project area so that it does not become a burden to residents and a problem that the City will
need to manage. Other minor modifications were made to the Draft Specific Plan including
streamlining and consolidating sections. The Draft Specific Plan was also edited to further
clarify the development standards for the various use types and to ensure that the process for
considering Subdivision Maps and Site Development Review applications in the project area is
consistent with the City's existing practices.
On October 22, 2013, the Planning Commission held a public hearing on the Dublin Crossing
project. After a robust discussion of the project's merits and comments from the
Commissioners, the Planning Commission adopted four Resolutions recommending approval of
the project to the City Council.
On November 5, 2013, Staff presented the project to the City Council (Attachment 1). The City
Council held a public hearing to consider the project, and approved: Resolution 186 -13 certifying
the Final Environmental Impact Report, adopting environmental findings, a Statement of
Overriding Considerations, and Mitigation Monitoring and Reporting Program under CEQA for
the Dublin Crossing Specific Plan; Resolution 187 -13 amending the General Plan and adopting
the Dublin Crossing Specific Plan; introduced an Ordinance approving Zoning Ordinance
Amendments to create a new Chapter: 8.31 (Dublin Crossing Zoning District), rezone all
properties within the Dublin Crossing Specific Plan project area to the Dublin Crossing Zoning
District, amend the Zoning Map to identify the location of the new Zoning District, amend Zoning
Ordinance Chapter 8.12 (Zoning Districts and Permitted Uses), and amend Chapter 8.104 (Site
Development Review); and introduced an Ordinance approving a Development Agreement
between the City of Dublin and Dublin Crossing Venture LLC relating to the Dublin Crossing
Project.
The City Council is being asked to waive the second readings and adopt both Ordinances
(Attachments 2 and 3).
ENVIRONMENTAL REVIEW
An Environmental Impact Report (EIR) was prepared to address potential environmental
impacts of the Dublin Crossing Specific Plan. The Dublin Crossing Specific Plan EIR (SCH#
2012062009) was prepared in accordance with the California Environmental Quality Act
(CEQA). The Draft EIR was released for public review for a 45 -day period, from June 24, 2013
to August 8, 2013. Comments were received from 14 public agencies and interested parties.
Page 4 of 5
The comment letters, along with the City's response to those comments, are contained in the
Final EIR.
After the EIR comment period closed, the City received additional comment letters related to the
environmental impacts of the proposed project and a request to extend the comment period for
the Draft EIR. The additional comment letters came from Angela Rex, a wildlife biologist, Jeff
Miller with the Alameda Creek Alliance, Scott Littlehale with the Carpenters Local Union 713,
Eugene Wilson with the California Clean Energy Committee, Amy Freilich on behalf of
SunCal /Dublin Crossing Ventures, and Cardno Entrix on behalf of SunCal /Dublin Crossing
Ventures. All of the comment letters received after the Final EIR had been published and before
the City Council public hearing on November 5, 2013 have been included in the public record.
None of the additional comment letters received resulted in changes being proposed to the Final
EIR, which was certified by the City Council on November 5, 2013.
NOTICING REQUIREMENTS /PUBLIC OUTREACH
A Public Notice was published in the Valley Times and posted at several locations throughout
the City. The Public Notice was provided to all persons who have expressed an interest in being
notified of meetings. The Staff Report for this public hearing was also made available on the
City's website.
ATTACHMENTS: 1. City Council Staff Report (without attachments), dated November 5,
2013
2. Ordinance approving Zoning Ordinance Amendments to create a
new Chapter: 8.31 (Dublin Crossing Zoning District), rezone all
properties within the Dublin Crossing Specific Plan project area to
the Dublin Crossing Zoning District, amend the Zoning Map to
identify the location of the new Zoning District, amend Zoning
Ordinance Chapter 8.12 (Zoning Districts and Permitted Uses), and
amend Chapter 8.104 (Site Development Review)
3. Ordinance approving a Development Agreement between the City of
Dublin and Dublin Crossing Venture LLC relating to the Dublin
Crossing Project, with the Development Agreement included as
Exhibit A
Page 5 of 5
Cad"
fir
19 r�• X82
STAFF REPORT
CITY COUNCIL
DATE: November 5, 2013
TO: Honorable Mayor and City Councilmembers
FROM: Joni Pattillo, City Manager,..
CITY CLERK
File #400 - 20/420 -30/
450 - 30/600 -60
SUBJECT: Dublin Crossing General Plan Amendment, Specific Plan, Zoning Ordinance
Amendments, Development Agreement, and Environmental Impact Report. (PA
08 -049)
Prepared by Kristi Bascom, Principal Planner
EXECUTIVE SUMMARY:
The City Council will consider the Dublin Crossing Specific Plan (DCSP) and associated
implementation actions. The Dublin Crossing Specific Plan is a plan for the orderly
development of approximately 189 acres in the City of Dublin. The project area includes 8.7
acres owned by Alameda County Surplus Property Authority, an 8.9 acre parcel owned by
NASA, and an approximately 172 acre portion of the 2,485 acre Camp Parks Reserve Forces
Training Area (Camp Parks) in the center of Dublin, north of Interstate 580 and Dublin
Boulevard. The Specific Plan addresses the future development of the project area, which
includes demolition of the existing buildings and other improvements on the site and
construction of a residential mixed -use project with up to 1,995 single- and multi - family
residential units; up to 200,000 square feet of retail, office and /or commercial uses; a 30 acre
Community Park; a 5 acre Neighborhood Park, and a 12 acre elementary school site to serve
approximately 900 students. In addition to adopting the DCSP, amendments are proposed to
the General Plan, the Dublin Zoning Ordinance, and Zoning Map to implement the Specific Plan.
Certification of a Final Environmental Impact Report (EIR) and approval of a Development
Agreement is also being considered.
FINANCIAL IMPACT:
None at this time. The costs associated with processing the Dublin Crossing project are borne
by the Applicant.
RECOMMENDATION:
Staff recommends that the City Council: 1) Conduct public hearing, deliberate, adopt
Resolution Certifying the Final Environmental Impact Report, adopting environmental findings,
a Statement of Overriding Considerations, and Mitigation Monitoring and Reporting Program
under CEQA for the Dublin Crossing Specific Plan; adopt Resolution amending the General
Plan and adopting the Dublin Crossing Specific Plan; waive the first reading and Introduce an
Ordinance approving Zoning Ordinance Amendments to create a new Chapter: 8.31 (Dublin
Crossing Zoning District), rezone all properties within the Dublin Crossing Specific Plan project
Page 1 of 12 ITEM NO. 6.1
area to the Dublin Crossing Zoning District, amend the Zoning Map to identify the location of the
new Zoning District, amend Zoning Ordinance Chapter 8.12 (Zoning Districts and Permitted
Uses), and amend Chapter 8.104 (Site Development Review); and waive the first reading and
Introduce an Ordinance approving a Development Agreement between the City of Dublin and
Dublin Crossing Venture LLC relating to the Dublin Crossing Project.
Submitted By Reviewed By
Director of Community Development Assistant City Manager
DESCRIPTION
Background
One of the City Council's key initiatives is to process a General Plan Amendment for private
development on a portion of the Parks Reserve Forces Training Area (Camp Parks). On April
15, 2003, the U.S. Army requested, and the City Council authorized, the commencement of a
General Plan Amendment Study for the 189 acre project area. The project area is generally
bounded by Scarlett Drive to the west, Dublin Boulevard to the south, Arnold Road to the east,
and 5t" Street to the north (on the Camp Parks base). The Dublin Crossing project site includes
approximately 172 acres owned by the U.S. Army, an 8.7 acre site at the corner of Dublin
Boulevard and Arnold Road owned by the Alameda County Surplus Property Authority, and an
8.9 acre site owned by NASA. The project area is shown below.
Page 2of12
In 2004, the City of Dublin, in partnership with the U.S. Army Reserve, engaged community
members in a "Strategic Visioning Process" that examined the opportunities and constraints of
future non - military development of the site, solicited ideas, and created a vision for what could
be constructed. The results of this effort, and the follow -up direction from the City Council, were
shared with the U.S. Army Reserve with the hope that any future development plans would
incorporate the desired vision.
In December 2007, the U.S. Army Reserve prepared a Notice of Availability to solicit a master
developer for the Camp Parks Real Property Exchange / "Dublin Crossing" project area. On
January 10, 2008, the U.S. Army Reserve and the City (and other local public agencies)
participated in an "Industry Day ", where all interested developers received information about the
project site, the development process, and received information on the expectations of the City
as it related to development potential as well as public amenities and facilities. The City
established a webpage for the Dublin Crossing project and posted documents and information
for all interested parties to access.
Following Industry Day, interested developers submitted proposals to the U.S. Army Reserve for
consideration, and in October 2008, the U.S. Army Reserve announced the selection of SunCal
Companies as the master developer. In April 2011, SunCal finalized a Real Property Exchange
Agreement with the U.S. Army Reserve for the property that binds both parties to a timeline and
certain requirements to allow development on the project site to proceed.
Once the Exchange Agreement was signed, City Staff began pre - development meetings with
SunCal. SunCal shared their draft development proposal for the property with Staff and
engaged the City in a discussion of the opportunities and constraints of the site and SunCal's
obligations to the U.S. Army. The Dublin Crossing land exchange and phasing of the project is
unique because the land plan for this project has been dictated to a great degree by the way in
which SunCal is expected to receive land from the U.S. Army. SunCal must construct certain
facilities for the Army before receiving certain predetermined parcels of land for private
development.
Once SunCal began sharing their vision for the development of the Project Area, the City
Council held several meetings where they provided feedback to Staff and the Applicant on what
was being proposed. On August 16, 2011, the City Council reviewed the original 2004 vision for
the Dublin Crossing project site and provided updated direction and feedback to be incorporated
into future land plans.
After the August 16, 2011 City Council meeting, Staff and SunCal met on a regular basis to
discuss the proposed land use and circulation network as well as SunCal's plan to provide
parks, open space, and amenities on the project site to address the City Council's direction.
Staff and SunCal also negotiated a package of community benefits that SunCal proposed to
provide in exchange for acceptance of their land plan and development proposal. These
community benefits, and the associated trade -offs, were crafted into a list of Draft Development
Agreement Points.
On May 29, 2012, the City Council held a special meeting to review SunCal's Draft Land Plan
and the Draft Development Agreement Points, which together formed SunCal's development
proposal for the property. At the meeting, Staff sought input from the City Council on the Draft
Land Plan and the Draft Development Agreement Points and affirmation from the City Council
that the concepts illustrated and described in the two documents were acceptable. Following
the May 29, 2012 meeting, Staff and SunCal continued to meet every other week to discuss
Page 3of12
refinements to the Draft Land Plan, potential changes to the project to respond to direction
provided by the City Council, to learn more about SunCal's plans for a Community Facilities
District (CFD) for the project, and to review design concepts for the Community Park.
On May 7, 2013, Staff presented the refined project proposal to the City Council and requested
feedback on outstanding items, which at that point included the creation of a Community
Facilities District to fund the project infrastructure, the size and location of the project parks,
construction of the parks, and feedback on the Draft Development Agreement Points. The City
Council reviewed several questions posed by Staff and provided direction to Staff and SunCal
on these key issues. The City Council accepted the Development Agreement Points at a
subsequent meeting on June 18, 2013. With these "big picture" items resolved, the Draft
Specific Plan and accompanying Draft Environmental Impact Report (Draft EIR) were completed
based on the City Council direction.
Planninq Commission Recommendations
On July 9, 2013, a Study Session was held with the Planning Commission to review the Draft
Specific Plan and to receive comments on the Draft EIR, which had been circulated for public
review from June 24, 2013 to August 8, 2013 (45 days). At this meeting, the Planning
Commission provided input on a variety of topic areas including safe and efficient pedestrian
and vehicular circulation through and around the project area, ensuring adequate parking to
serve the new neighborhoods, creating a memorable streetscape and project gateways —
especially along Dublin Boulevard, providing diverse development opportunities, and creating a
strong project focal point at Dublin Boulevard and Arnold Road. The meeting minutes are
included as Attachment 1 to this Staff Report.
After the Planning Commission Study Session and the close of the Draft EIR comment period,
Staff made modifications to the Draft Specific Plan, including adding Circulation Policy 4.25,
which addresses the need to minimize the impacts of overflow parking from BART into the
project area so that it does not become a burden to residents and a problem that the City will
need to manage. Other minor modifications were made to the Draft Specific Plan including
streamlining and consolidating sections. The Draft Specific Plan was also edited to further
clarify the development standards for the various use types and to ensure that the process for
considering Subdivision Maps and Site Development Review applications in the project area is
consistent with the City's existing practices.
On October 22, 2013, the Planning Commission held a public hearing on the Dublin Crossing
project. After a discussion of the project's merits and comments from the Commissioners, the
Planning Commission adopted four Resolutions recommending approval of the project to the
City Council. The October 22, 2013 draft meeting minutes are included as Attachment 2 to the
Staff Report and Planning Commission Resolutions 13 -32, 13 -33, 13 -34, and 13 -35 (without
attachments) are included as Attachment 3.
ANALYSIS
Specific Plan Overview
The Dublin Crossing Specific Plan is intended to provide a comprehensive vision for the
development of the project area in five development phases over the next 10 to 15 years. The
Specific Plan has been crafted to respond to the feedback and direction provided by the City
Council over the past two years.
Page 4of12
It is a plan for the orderly development of approximately 189 acres, which includes 8.7 acres
owned by Alameda County Surplus Property Authority, an 8.9 acre parcel owned by NASA, and
a 172 -acre portion of the 2,485 -acre Camp Parks Reserve Forces Training Area (Camp Parks).
The Specific Plan addresses the future development of the project area, which includes
demolition of the existing buildings and other improvements on the site and construction of a
residential mixed -use project with up to 1,995 single- and multi - family residential units; up to
200,000 square feet of retail, office and /or commercial uses; a 30 acre Community Park; a 5
acre Neighborhood Park, and a 12 acre elementary school site to serve up to 900 students.
The Specific Plan document is divided into the following sections:
1. Introduction
2. Land Use and Development Standards
3. Design Guidelines
4. Circulation and Streetscape Design
5. Infrastructure and Public Services
6. Public Realm (Parks, Open Space, Public Facilities)
7. Administration, Implementation and Financing
The main sections of the document are described in more detail below, and the Final Specific
Plan is included as Exhibit A to Attachment 4 of this Staff Report.
Chapter 1: Introduction
This chapter establishes the principles and objectives of the Specific Plan, the planning process,
the area's setting and constraints, and its relationship to existing plans and policies.
Chapter 2: Land Use and Development Standards
This chapter explains the conceptual land use plan for the Specific Plan area; identifies land use
policies, and defines the land use designations. This chapter also describes the roadway
network and the proposed development phasing (based on the SunCal's agreement with the
U.S. Army), which greatly influences the land plan.
Table 1 in this Staff Report describes the Specific Plan Land Use Districts, the total net acreage
for each district, the development density permitted, and the total development potential
allowed. The Conceptual Land Use Plan illustrates the location of each land use category in the
project area (Attachment 5)
Development standards for each land use designation and residential product type are also
described. For instance, the DC — Medium Density Residential land use district allows for a
variety of residential product types, including single - family detached homes and townhomes.
Therefore, the Specific Plan includes development standards for detached single - family homes
and attached townhomes, both of which are permitted in that land use district.
Table 1: Land Use Summary
Specific Plan
Total
Permitted Density
Total Residential
Total Commercial
Land Use District
Net Acreage
Development
Development
Potential
Potential
Dublin Crossing Medium
41.9
6.0 -14.0 units /net acre
Density Residential (DC
MDR)
Up to 1,995 dwelling
units
n/a
Dublin Crossing Medium-
46.5
14.1 -25 units /net acre
High Density Residential
Page 5of12
Specific Plan
Total
Permitted Density
Total Residential
Total Commercial
Land Use District
Net Acreage
Development
Development
Potential
Potential
(DC M -HDR)
Mixed Use (MU) —
13.2
20.1 -60 units /net acre
includes 5 acres of
0.25 to 1.0 FAR
Neighborhood Park
General Commercial /DC
9.1
Medium -High Density
14.1 -25 units /net acre
75,000 to 200,000
Residential (GC /DC M-
0.25 to 1.0 FAR
gross square feet
HDR)
General Commercial /DC
9.9
20.1 -60 units /net acre
High Density Residential
0.25 to 1.0 FAR
(GC /DC HDR)
School (S)
12
6.0 -14.0 units /net acre
n/a
Park (P)
30
n/a
n/a
n/a
Open Space (OS)
2.6
n/a
n/a
n/a
Roadways, Utilities, and
23.8
n/a
n/a
n/a
other Infrastructure
Total Project Area
189 acres
Chapter 3: Design Guidelines
This chapter explains design concepts and establishes design policies and design guidelines for
development in the Specific Plan area. While development standards are requirements that
must be met, design guidelines have more flexibility and are encouraged /discouraged rather
than required /prohibited. The design guidelines are intended to be used in conjunction with the
more quantitative development standards noted in the previous section.
Section 3.1 (General Design Guidelines) apply to all building types (residential, commercial, or
public facilities) and provides direction on a variety of design issues ranging from building
articulation and massing to site lighting. Section 3.2 (Residential Design Guidelines) contains
additional guidelines that are specific to both single- and multi - family residential structures.
Section 3.4 (Commercial and Mixed Use Design Guidelines) contains additional guidelines that
apply to commercial and mixed -use projects.
Chapter 4: Circulation and Streetscape Design
This chapter explains the circulation and streetscape design in the Specific Plan area, describes
the roadway hierarchy and proposed public right -of -way mobility plans for all modes of
transportation including transit, pedestrians and bicycles, and contains design policies for the
circulation network. The chapter also contains design concepts for the Specific Plan area's
main project entries and details on future street landscaping and streetscape amenities.
Chapter 5: Infrastructure and Public Services
This chapter describes the plan for infrastructure and utility needs, including potable water,
recycled water, sewer, and storm water drainage and detention.
Chapter 6: Public Realm (Parks, Open Space, Public Facilities)
This chapter identifies the goals and design concepts for the community and neighborhood park,
trails and bikeways within the parks; and describes public facilities anticipated within the Specific
Plan area.
Page 6of12
Chapter 7: Administration, Implementation, and Financing
This chapter discusses the development review procedures by the City of Dublin and other
relevant permitting agencies applicable to the Specific Plan. Implementation of the proposed
land uses shall be through a tiered process as outlined in this chapter. A process for
amendments to the Specific Plan is also discussed. Additionally, financing sources,
maintenance responsibilities, and costs are identified for major infrastructure improvements.
GENERAL PLAN AMENDMENTS
Several amendments to the General Plan are required in order for the Dublin Crossing Specific
Plan, as drafted, to be consistent with all the elements of the General Plan. One of the main
amendments to the General Plan is to change the land use designation for the project area from
"Public Lands" to a new "Dublin Crossing" land use designation. The boundaries of the new
land use designation shall be contiguous with the project area boundary shown in the Specific
Plan, and the maximum development potential shall be as described in the Specific Plan.
Figure 1 -1 (General Plan Land Use Map) shall be amended accordingly.
Another key amendment is to add the Dublin Crossing Planning Area as a new planning area in
the General Plan. Currently there are three planning areas in the City: the Primary Planning
Area, Eastern Extended Planning Area, and Western Extended Planning Area. The General
Plan needs to be amended throughout to reference the new Dublin Crossing Planning Area,
where appropriate. Sections were also added to the various elements of the General Plan to
refer to the Dublin Crossing Specific Plan. A summary of the exact text amendments proposed
to the General Plan, shown in strikethrough (deletions) and underline (additions) is included as
Attachment 6 to this Staff Report.
The Resolution adopting the Dublin Crossing Specific Plan and related General Plan
Amendments is included as Attachment 4 to this Staff Report.
ZONING ORDINANCE AMENDMENTS
In addition to providing a guiding vision and policies for development in the project area, the
Dublin Crossing Specific Plan will also serve as the Zoning District for the project area. New
Zoning Ordinance Chapter 8.31 (Dublin Crossing Zoning District) identifies the permitted uses
and development standards for properties in the zoning district by referring back to Sections 2.6
and 2.7 of the Dublin Crossing Specific Plan itself. If these sections of the Specific Plan are
amended in the future, they will need to be accompanied by a Zoning Ordinance Amendment,
since these sections serve as the zoning standards for the Zoning District. For any use and /or
development standard that is not directly addressed in the Specific Plan, the regulations of the
closest zoning district in the Zoning Ordinance shall apply.
One of the implementation actions of the Dublin Crossing Specific Plan is to rezone the property
in the Specific Plan area with this single zoning district to streamline review and approval of new
development in the project area. By creating a new zoning designation that refers to the
permitted land uses and development standards contained in the Dublin Crossing Specific Plan,
future development applications need to be in compliance with the Specific Plan. If a
development proposal is in conformance with the Dublin Crossing Specific Plan, the only
planning approval needed is for Site Development Review, and a Subdivision Map, where
appropriate.
The proposed Zoning Ordinance Amendments are as follows:
Page 7of12
1. Create a new zoning district and a new Chapter in the Zoning Ordinance: Chapter 8.31
Dublin Crossing Zoning District
2. Rezone property in the project area to the Dublin Crossing Zoning District (this includes
properties identified by Assessor Parcel Numbers 986- 0001 - 001 -15 (partial), 986 -0034-
002-00, and Assessor Parcel Number 986- 0034 - 006 -00
3. Amend the Zoning Map to show the location of the Dublin Crossing Zoning District; and
4. Make minor amendments to Chapter 8.12 (Zoning Districts and Permitted Uses of Land)
and Chapter 8.104 (Site Development Review) to reflect the existence of the new
Chapter 8.31 (Dublin Crossing Zoning District).
The Draft Ordinance is included as Attachment 7 to this staff report.
DEVELOPMENT AGREEMENT
The Applicant requested a Development Agreement for the proposed project. The basic terms
of the Development Agreement have been reviewed by the City Council at several different
meetings over the course of the past two years. The Draft Development Agreement Points were
supported by the City Council at the meeting on June 18, 2013 (Attachment 8), and those Draft
Points were used as the basis to craft the proposed Development Agreement.
The Development Agreement describes the timing of various financial contributions,
responsibilities for infrastructure improvements, timing for the delivery of parkland, the
parameters of the potential formation of a Community Facilities District (CFD) and possible
future bond sale for the project area, and triggers for circulation network improvements. The
terms of the Development Agreement closely follow the Draft Points that the City Council
reviewed. However, there are a few key topic areas where, as negotiations on the precise
Development Agreement language took place between the Applicant and City Staff, the
resulting Development Agreement terms vary from the Draft Points. Table 2 provides a
comparison of the key deal points that are different between what the City Council reviewed on
June 18, 2013 and the key terms of the Development Agreement as written.
Item
June 18, 2013 Deal Points
Proposed Development Agreement
Timing of
$18.7M Community Benefit Payment to
$18.7M Community Benefit Payment to
Community
be received over time:
be received over time:
Benefit Payment
$5M at 12 months after project approval
$10M at 24 months after project approval
$5M at 30 months after project approval
$5M at 48 months after project approval
$5M at 48 months after project approval
$2.5M at Phase 4 of project
$2.5M at Phase 4 of project
$1.2M at Phase 5 of project
$1.2M at Phase 5 of project
Use of
Use of funds restricted to municipally
Unrestricted
Community
owned capital projects so that the funds
Benefit Payment
are CFD reimbursable /fundable
Park Construction
Not included in the CFD as a
Included in the CFD
Fee
reimbursable item
Iron Horse Bridge
Not included in the CFD as a
Included in the CFD
reimbursable item
The Development Agreement also establishes that, if a CFD is formed, the Special Taxes
collected on each residential unit will increase 2% per year for the life of the CFD. While an
annual escalator to CFD Special Taxes is not uncommon, it is important to understand the
Page 8of12
impact of the increase, given the possibility of a fluctuating real estate market. In an
environment in which property values increase each year, total ad valorem taxes (11% of
assessed value) will increase along with CFD Special Taxes. However, should property values
decline during the life of the CFD, ad valorem taxes would decrease, while CFD Special Taxes
would continue to increase by 2% per year.
For the City Council's reference, Table 3 shows the City of Dublin's assessed valuation of
residential property for the last fifteen fiscal years:
Table 3: Average Assessed Value, Detached Sinqle- Familv Residence:
Fiscal Year
Parcel
Count
Average
Assessed
Value
Change From
Prior Year
1997 -98
5,000
$172,034
1998 -99
5,194
$185,275
8%
1999 -00
5,237
$199,513
8%
2000 -01
5,500
$222,992
12%
2001 -02
6,235
$273,213
23%
2002 -03
6,622
$307,355
12%
2003 -04
6,918
$340,680
11%
2004 -05
7,048
$368,668
8%
2005 -06
7,524
$429,553
17%
2006 -07
7,746
$484,732
13%
2007 -08
7,870
$513,331
6%
2008 -09
8,021
$508,106
-1%
2009 -10
8,153
$481,635
-5%
2010 -11
8,289
$479,796
0%
2011 -13
8,428
$490,084
2%
2012 -13
8,635
$496,519
1%
2013 -14
9,169
$535,035
8%
The Draft Ordinance approving the Development Agreement, with the Development Agreement
as Exhibit A, is included as Attachment 9 to this Staff Report.
ENVIRONMENTAL REVIEW
An Environmental Impact Report (EIR) was prepared to address potential environmental
impacts of the Dublin Crossing Specific Plan. The Dublin Crossing Specific Plan EIR (SCH#
2012062009) was prepared in accordance with the California Environmental Quality Act
(CEQA). The Draft EIR was released for public review for a 45 -day period, from June 24, 2013
to August 8, 2013. Comments were received from 14 public agencies and interested parties.
The comment letters, along with the City's response to those comments, are contained in the
Final EIR. The Final EIR is included as Exhibit A to Attachment 10 of this Staff Report.
As required by CEQA, the Final EIR (that includes the Response to Comments) was sent
directly to those agencies that provided comments on the Draft EIR. The Dublin Crossing
Specific Plan EIR (comprised of the Draft EIR and Final EIR) is available for review at City Hall
Page 9of12
during normal business hours. The documents are also posted on the City's website on a page
devoted to the Dublin Crossing /Camp Parks Exchange project.
After the EIR comment period closed, the City received additional comment letters related to the
environmental impacts of the proposed project and a request to extend the comment period for
the Draft EIR. The additional comment letters came from Angela Rex, a wildlife biologist, Jeff
Miller with the Alameda Creek Alliance, raising concerns about the impacts of the proposed
project on burrowing owls, which are a wildlife species known to be present in the Project Area.
Erik Alm with CalTrans submitted questions about turning diagrams, and Scott Littlehale with the
Carpenters Local Union 713 submitted a letter of interest regarding the Development
Agreement. All of the comment letters received after the Final EIR had been published are
included in Attachment 11.
California burrowing owls are identified as a California Species of Special Concern by the State
Department of Fish and Wildlife. This means that they are not endangered or threatened, but
the agency is monitoring their populations in an attempt to keep them from becoming threatened
or endangered. The Biological Report for the Dublin Crossing EIR, prepared by consultants
Cardno Entrix (and peer reviewed by the City's environmental consultants RBF) included site
surveys that were completed in March 2012. During the site surveys, several pairs and
individual burrowing owls were observed within the project area. Therefore, the Draft Dublin
Crossing EIR identified the following environmental impact related to burrowing owls:
Impact 3.3 -3:
Several California burrowing owl pairs have been documented within the project area, including
during the winter and breeding season. Due to the security fencing that surrounds Camp Parks,
low human use, and maintenance activities, the project area provides suitable breeding,
foraging and wintering habitat for the California burrowing owl. Implementation of the proposed
project could result in the displacement of burrowing owls during construction activities, and
once completed, the proposed project could result in the removal of suitable burrowing owl
(breeding and wintering) habitat. Permanent loss of occupied burrow(s) and habitat would be
considered a potentially significant impact.
The California State Department of Fish and Wildlife (CDFW) is the agency that is responsible
for stewardship of California Species of Special Concern is the permitting agency for
development that will have impacts to wildlife identified as of special concern. As a result of the
environmental impact identified above, the Final EIR contains the following Mitigation Measure,
which will be implemented in concert with development in the project area:
Mitigation Measure 3.3 -3a: Conduct a Burrowing Owl Survey and Impact Assessment.
The project applicant shall retain a qualified biologist to conduct a California burrowing owl take
avoidance surveys 14 days prior to ground disturbing activities and impact following the 2012
California Department of Fish and Wildlife (CDFW) Staff Report on Burrowing Owl Mitigation
(CDFW 2012) or as updated at the time of the implementation of the proposed project. If no
owls are found during this first survey, a final survey shall be conducted within 48 -hours prior to
ground disturbance to confirm that burrowing owls are still absent. If ground disturbing activities
are delayed or suspended for more than 14 days after the initial take avoidance survey, the
project area shall be resurveyed including the final survey within 48 -hours of disturbance. The
report(s) shall be submitted to California Department of Fish and Wildlife (CDFW) as indicated in
the CDFW 2012 Staff Report. If it is determined that project activities may result in impacts to
nesting, occupied, and satellite burrows and /or burrowing owl habitat, the project applicant shall
consult with the CDFW. More specifically, if the surveys identify breeding or wintering burrowing
Page 10 of 12
owls on or adjacent to the project area, occupied burrows cannot be disturbed and shall be
provided with protective buffers. Where avoidance is not feasible during the non - breeding
season, a site specific exclusion plan (i.e. a plan that considers the type and extent of the
proposed activity, the duration and timing of the activity, the sensitivity and habituation of the
owls, and the dissimilarity of the proposed activity with background activities) shall be
implemented to encourage the owls to move away from the work area prior to construction and
to minimize the potential to affect the reproductive success of the owls. The exclusion plan shall
be subject to the CDFW approval and monitoring requirements. Compensatory mitigation could
also be required by the CDFW as part of the approval of an exclusion plan. Mitigation may
include the permanent protection of habitat at a nearby off -site location acceptable to the
CDFW.
Implementation of this mitigation measure would reduce impacts to the California burrowing owl
to a less than significant level in accordance with the CEQA standards of significance and the
requirements of the California State Department of Fish and Wildlife. Therefore, no changes are
proposed to the Final EIR.
Mr. Miller also submitted a letter requesting that the comment period for the Draft EIR be re-
opened. The City's response to this request is also included in Attachment 11.
The comment letter from CalTrans requested additional technical details regarding turning
diagrams for all street intersections that were studied in the Draft EIR. The City's Traffic
Engineer responded directly to CalTrans and explained where the information Caltrans was
looking for could be found in the Final EIR.
The comment letter from Mr. Littlehale noted his interested in reviewing the Development
Agreement to see how the project would be addressing the provision of affordable housing. A
notice of the City Council meeting was sent to Mr. Littlehale along with information on where he
could obtain a copy of the City Council Staff Report with attachments (including the proposed
Development Agreement).
None of the additional comment letters received resulted in changes being proposed to the Final
EIR. The Resolution certifying the Final EIR is included as Attachment 10 to this Staff Report.
NOTICING REQUIREMENTS /PUBLIC OUTREACH
A notice of this public hearing was published in the Valley Times, mailed to all property owners
and tenants within 300 feet of the Specific Plan project area boundaries, and all persons who
have expressed an interest in being notified of actions related to this project were notified via
email. All parties that provided comments on the Draft EIR were also notified of the Planning
Commission and City Council public hearings.
The Staff Report for this public hearing was also available on the City's website on a specific
"Dublin Crossing" webpage.
ATTACHMENTS: 1. Planning Commission Meeting Minutes dated July 9, 2013
2. Planning Commission Draft Meeting Minutes dated October 22, 2013
3. Planning Commission Resolutions 13 -32, 13 -33, 13 -34, and 13 -35
4. Resolution amending the General Plan and adopting the Dublin
Crossing Specific Plan, with the Dublin Crossing Specific Plan
included as Exhibit A
Page 11 of 12
5. Conceptual Land Use Plan
6. Summary of General Plan Amendments
7. Ordinance approving Zoning Ordinance Amendments to create a
new Chapter: 8.31 (Dublin Crossing Zoning District), rezone all
properties within the Dublin Crossing Specific Plan project area to
the Dublin Crossing Zoning District, amend the Zoning Map to
identify the location of the new Zoning District, amend Zoning
Ordinance Chapter 8.12 (Zoning Districts and Permitted Uses), and
amend Chapter 8.104 (Site Development Review).
8. Dublin Crossing Community Benefit and Potential Land Use
Package Development Agreement Points, dated June 12, 2013
9. Ordinance approving a Development Agreement between the City of
Dublin and Dublin Crossing Venture LLC relating to the Dublin
Crossing Project, with the Development Agreement included as
Exhibit A
10. Resolution Certifying the Final Environmental Impact Report,
adopting environmental findings, a Statement of Overriding
Considerations, and Mitigation Monitoring and Reporting Program
under CEQA for the Dublin Crossing Specific Plan, with the Final EIR
included as Exhibit A, the Findings Concerning Significant Impacts
and Mitigation Measures included as Exhibit B, the Findings
Regarding Alternatives included as Exhibit C, the Statement of
Overriding Considerations included as Exhibit D, and the Mitigation
Monitoring and Reporting Program as included as Exhibit E
11. Comment Letters received after the publication of the Final EIR
Page 12 of 12
ORDINANCE NO. xx — 13
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * * * **
APPROVING ZONING ORDINANCE AMENDMENTS TO CREATE A NEW CHAPTER: 8.31
(DUBLIN CROSSING ZONING DISTRICT), REZONE PROPERTY WITHIN THE DUBLIN
CROSSING SPECIFIC PLAN PROJECT AREA TO THE DUBLIN CROSSING ZONING
DISTRICT, AMEND THE ZONING MAP TO IDENTIFY THE LOCATION OF THE NEW
ZONING DISTRICT, AMEND ZONING ORDINANCE CHAPTER 8.12 (ZONING DISTRICTS
AND PERMITTED USES), AND AMEND CHAPTER 8.104 (SITE DEVELOPMENT REVIEW)
PA 08 -049
WHEREAS, the Applicant, Dublin Crossing LLC (SunCal Companies) has submitted a
Planning Application to enable private development on approximately 189 acres of property that
is currently part of the Camp Parks Reserve Forces Training Area. The proposal includes the
approval of the Dublin Crossing Specific Plan, General Plan Amendments, Zoning Ordinance
Amendments, Rezoning properties to a new Dublin Crossing Zoning District, and consideration
of a Development Agreement and certification of an Environmental Impact Report, among other
related actions. These planning and implementing actions are collectively known as the "Dublin
Crossing Specific Plan Project" or the "Project "; and
WHEREAS, the Dublin Crossing Specific Plan requires that certain amendments be
made to the Zoning Ordinance and Zoning Map to assist in the implementation of the Dublin
Crossing Specific Plan and related General Plan Amendments; and
WHEREAS, on November 5, 2013, the City Council adopted Resolution 186 -13 certifying
the Dublin Crossing Specific Plan Final EIR and adopting CEQA findings, a Statement of
Overriding Considerations, and Mitigation Monitoring and Reporting Program for the Project
prior to adopting this Ordinance; and; and
WHEREAS, the Dublin Crossing Specific Plan and related General Plan Amendments
were adopted by City Council on November 5, 2013 via Resolution 187 -13; and
WHEREAS, an implementing action of the Dublin Crossing Specific Plan is to create a
new Dublin Crossing Zoning District (Chapter 8.31) that will apply to all of the property identified
in Figure 1 -2 of the Dublin Crossing Specific Plan. The new zoning district identifies permitted,
conditionally permitted, and prohibited uses as well as development standards for properties
within the project area; and
WHEREAS, the Dublin Zoning Map is amended to include the location of the new Dublin
Crossing Zoning District that will include all property identified in Figure 1 -2 of the Dublin
Crossing Specific Plan; and
WHEREAS, all property identified in Figure 1 -2 of the Dublin Crossing Specific Plan shall
be rezoned from their existing zoning district to Dublin Crossing Zoning District; and
WHEREAS, Staff has identified additional amendments to the Dublin Zoning Ordinance
(Chapters 8.12 (Zoning Districts and Permitted Uses of Land) and 8.104 (Site Development
Review)) that will further implement the Dublin Crossing Specific Plan; and
WHEREAS, the text amendments to Chapters 8.12 and 8.104 and the text of the new
zoning district (Chapter 8.31) are shown in Sections 3 through Section 5 of this Ordinance; and
WHEREAS, the Planning Commission did hold a properly noticed public hearing on the
Project on October 22, 2013 and adopted Resolution 13 -34 recommending that the City Council
approve amendments to Title 8 (Zoning Ordinance) of the Municipal Code and the Zoning Map
set forth in this Ordinance; and
WHEREAS, a properly noticed public hearing was held by the City Council on November
5, 2013; and
WHEREAS, a Staff Report was submitted recommending that the City Council approve
the Project, including the Zoning Ordinance Amendments and Zoning Map Amendment; and
WHEREAS, pursuant to section 8.120.050.13 of the Dublin Municipal Code, the City
Council finds that the Zoning Ordinance Amendments and Zoning Map Amendment are
consistent with the Dublin General Plan, as amended, and the Dublin Crossing Specific Plan
adopted by Resolution No. 187 -13 in that the proposed Zoning Amendment creates a new
zoning district that identifies the allowable uses and development standards stated in the
Specific Plan as the zoning standards for the district; and
WHEREAS, Zoning Ordinance Chapter 8.31, and the other related Zoning Ordinance
Amendments identified in this Ordinance, are consistent with the Specific Plan, and the Specific
Plan is consistent with the General Plan in that the City Council adopted Resolution No. 187 -13,
finding that the development envisioned by the Dublin Crossing Specific Plan is consistent with
the guiding and implementing policies of the General Plan in each of the Elements; and
WHEREAS, pursuant to section 8.120.050A of the Dublin Municipal Code, the City
Council makes the following findings for the Zoning Ordinance Amendments and Zoning Map
Amendment: (1) the proposed Amendments would be harmonious and compatible with existing
and potential development in surrounding areas because the allowable land uses, development
standards, and design guidelines identified in the Dublin Crossing Zoning District reflect uses,
designs, and densities that are already found in the project vicinity; (2) the Project site is
physically suitable for the type, intensity of the zoning district being proposed because it is flat,
easily accessible, served by existing utilities, within the City's existing circulation network, and in
close proximity to transit facilities; and (3) the proposed Amendments will not adversely affect
the health or safety of persons residing or working in the vicinity, or be detrimental to the public
health, safety and welfare because the Dublin Crossing Zoning District, and the Dublin Crossing
Specific Plan, contains development standards and design guidelines specifically created to
ensure that new development will be an enhancement, not detriment, to the community; and
WHEREAS, the City Council did hear and use its independent judgment and consider the
FEIR, all said reports, recommendations and testimony hereinabove set forth.
NOW, THEREFORE, the City Council of the City of Dublin does ordain as follows:
Page 2 of 7
Section 1: California Environmental Quality Act
Compliance with California Environmental Quality Act ( "CEQA "): In compliance with
CEQA, the City Council certified a Final EIR for the Project, including the zoning actions, and
adopting CEQA findings, a Statement of Overriding Considerations, and Mitigation Monitoring
and Reporting Program for the Project on November 5, 2013, via Resolution 186 -13 prior to
adopting this Ordinance.
Section 2: Zoning Map Amendment
Pursuant to Chapter 8.102, Title 8 of the City of Dublin Municipal Code, the Dublin Zoning Map
is amended to include a new zoning district: Dublin Crossing Zoning District. In approving this
Ordinance, the Dublin City Council does rezone the following project area ( "the Property ") to the
Dublin Crossing Zoning District:
Approximately 189 acres bound generally by 5t" Street to the north, Scarlett Drive to
the west, Dublin Boulevard to the south, and Arnold Road to the east. APNs 986-
0001- 001 -15 (partial), 986- 0034 - 002 -00, and 986- 0034 - 006 -00
The project area that will be changed to the Dublin Crossing Zoning District is shown below:
Page 3 of 7
Section 3:
New Chapter 8.31 (Dublin Crossing Zoning District) is added to Title 8 of the Dublin Municipal
Code to read as follows:
CHAPTER 8.31 DUBLIN CROSSING ZONING DISTRICT
8.31.010 Purpose. The purpose of this Chapter is to establish a zoning district to
implement the Dublin Crossing Specific Plan and to ensure that all development in
the Dublin Crossing Specific Plan area is reviewed for substantial compliance with
the Dublin Crossing Specific Plan.
8.31.020 Dublin Crossing Specific Plan. The Dublin Crossing Specific Plan, adopted by
the City Council on xxx by Resolution xx -xx, and as may be amended thereafter,
shall be used to guide the review of all applications in the Dublin Crossing Zoning
District. The Dublin Crossing Specific Plan contains all information regarding
permitted, conditionally permitted, and prohibited uses, development standards,
and design guidelines to direct the development and use of properties within the
Specific Plan area. All new development in the Dublin Crossing Zoning District
shall be reviewed for consistency with the Dublin Crossing Specific Plan.
8.31.030 Applicability.
A. Zoning District. The Dublin Crossing Zoning District applies to all properties
within the Dublin Crossing Specific Plan area boundary as shown on the Dublin
Zoning Map.
B. Relation to Previous Zoning District. All uses and structures within the Dublin
Crossing Zoning District that were previously subject to the uses, standards and
other regulations set forth in the Agricultural (A) Zoning District, existing as of the
adoption date of this ordinance, may continue to remain in accordance with
Chapter 8.140 (Non- Conforming Structures and Uses).
8.31.040 Site Development Review. Site Development Review is required for all
development in the Dublin Crossing Zoning District.
A. Application. The Applicant shall submit a complete Site Development Review
application pursuant to Chapter 8.104 (Site Development Review) and Chapter
8.124 (Applications, Fees and Deposits), accompanied by a fee and such
materials as required by the Director of Community Development.
B. Findings. To approve a Site Development Review application in the Dublin
Crossing Specific Plan area, the following findings (in lieu of the findings listed in
Chapter 8.104) must be made and shall be supported by substantial evidence in
the public record:
1. The proposed development is in substantial compliance with all applicable
aspects of the Dublin Crossing Specific Plan and is consistent with the
applicable design guidelines and development standards contained therein;
Page 4 of 7
2. The proposed development is in compliance with the Dublin Crossing
Infrastructure Master Plan; and
3. Approval of the proposed development will not result in a new, significant
unmitigated environmental impacts nor a significant increase in impacts
previously identified in the Dublin Crossing Specific Plan Environmental Impact
Report.
If one or more of the above findings cannot be made, such decision must be
supported by substantial evidence in the record, and the Site Development Review
application shall be denied.
8.31.050 Permitted Uses. Permitted, conditionally permitted, and prohibited uses are as
specified per district in the Dublin Crossing Specific Plan in Section 2.7. For any
substantially similar uses not listed in the Dublin Crossing Specific Plan, their
permissibility shall be determined by the Community Development Director.
8.31.060 Development Standards. The development standards for the Dublin Crossing
Zoning District are as contained in 2.6 of the Dublin Crossing Specific Plan.
8.31.070 Relation to Zoning Ordinance. Except as provided in Sections 2.6 and 2.7 of the
Dublin Crossing Specific Plan, all development in the Dublin Crossing Zoning
District shall be subject to the zoning regulations of the closest comparable zoning
district, as determined by the Director of Community Development, and the
regulations of the Zoning Ordinance where the Specific Plan and the provisions of
the Dublin Crossing Zoning District are silent. In the event of conflict between
other zoning provisions and the Specific Plan, the Specific Plan provisions shall
control.
Section 4:
Section 8.12.050 of Chapter 8.12 (Zoning Districts and Permitted Uses of Land) of Title 8 of the
Dublin Municipal Code is amended to read as follows. All other sections of Chapter 8.12 remain
unchanged and in full effect.
8.12.050 Permitted and Conditionally Permitted Land Uses.
The following "Land Use Matrix" lists the permitted and conditionally permitted Use Types, as
defined in Chapter 8.08, Definitions, in each Zoning District, and the decision making- authority.
Uses in the Downtown Dublin Zoning District are set forth in Chapter 8.30 (Downtown Dublin
Zoning District) of the Zoning Ordinance. Uses in the Dublin Crossing Zoning District are set
forth in Chapter 8.31 (Dublin Crossing Zoning District) of the Zoning Ordinance.
(No changes made to the Land Use Matrix itself, so it is not reprinted here)
Section 5:
Section 8.104.040 of Chapter 8.104 (Site Development Review) of Title 8 of the Dublin
Municipal Code is amended to modify Section 8.104.040.H and add a new Section 8.104.040.1
Page 5 of 7
as follows. All other sections of Chapter 8.104 remain unchanged and in full effect. Note that
the new Section 8.104.0401 contains the same language as existing Section 8.104.040H
H. Dublin Crossing Zoning District. All improvements within the Dublin Crossing Zoning
District shall be reviewed in accordance with and subject to Chapter 8.31, Dublin Crossing
Zoning District.
I. All Other Improvements. All other improvements to structures or a site, which are not
otherwise mentioned in this Chapter, shall be subject to a Site Development Review Waiver or
Site Development Review, as determined by the Community Development Director.
Section 6:
Severability. In the event any section or portion of this ordinance shall be determined invalid or
unconstitutional, such section or portion shall be deemed severable and all other sections or
portions hereof shall remain in full force and effect.
Section 7:
Savings Clause. All code provisions, ordinances, and parts of ordinances in conflict with the
provisions of this chapter are repealed. The provisions of this chapter, insofar as they are
substantially the same as existing code provisions relating to the same subject matter shall be
construed as restatements and continuations thereof and not as new enactments. With respect,
however, to violations, rights accrued, liabilities accrued, or appeals taken, prior to the effective
date of this ordinance, under any chapter, ordinance, or part of an ordinance shall be deemed to
remain in full force for the purpose of sustaining any proper suit, action, or other proceedings,
with respect to any such violation, right, liability or appeal.
Section 8:
This Ordinance shall take effect and be in force thirty (30) days from and after the date of its
final adoption. The City Clerk of the City of Dublin shall cause this Ordinance to be posted in at
least three (3) public places in the City of Dublin in accordance with Section 39633 of the
Government Code of California.
PASSED, APPROVED, AND ADOPTED BY the City Council of the City of Dublin on this
_ day of , 20137 by the following votes:
AYES:
NOES:
ABSENT:
ABSTAIN:
Page 6 of 7
ATTEST:
City Clerk
Mayor
G :1PA #12007107 -036 Downtown Dublin Specific PlaMPC 12.14.20100DSP ZOAs.doc
Page 7 of 7
ORDINANCE NO. XX - 13
AN ORDINANCE OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
* * * * * * * * * * * * * * * * * * * * * * * * * * * **
APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND
DUBLIN CROSSING VENTURE LLC RELATING TO THE DUBLIN CROSSING PROJECT
PA 08 -049
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLOWS:
Rartinn 1 RFrITAI R
A. A request has been made by the Dublin Crossing Venture LLC (SunCal
Companies)( "Applicant ") to enter into a Development Agreement with the City of Dublin for the
property known as the Dublin Crossing Project site, which includes properties identified by
Assessor Parcel Numbers 986- 0001 - 001 -15 (partial), 986- 0034 - 002 -00, and 986- 0034 - 006 -00,
an approximately 189 acre site; and
B. The Applicant is proposing to obtain approvals for a development project that
includes demolition of the existing buildings and other improvements on the site and
construction of a residential mixed -use project with up to 1,995 single- and multi - family
residential units; up to 200,000 square feet of retail, office and /or commercial uses; a 30 acre
Community Park; a 5 acre Neighborhood Park, and a 12 acre elementary school site to serve
approximately 900 students; and
C. The project is located within the proposed Dublin Crossing Specific Plan area,
which is the subject of an Environmental Impact Report (EIR), State Clearinghouse number
2012062009. On November 5, 2013, the City Council adopted Resolution 186 -13 certifying the
Dublin Crossing Specific Plan Final EIR and adopting CEQA findings, a Statement of Overriding
Considerations, and Mitigation Monitoring and Reporting Program for the Project. The
Development Agreement was part of the Project analyzed in the EIR and the impacts of the
activities under the Development Agreement were analyzed in the EIR; and
D. The Applicant has applied for a Development Agreement which will vest the
Project Approvals.
E. The Planning Commission held a public hearing on the proposed Development
Agreement on October 22, 2013, for which public notice was given by law; and
F. The Planning Commission made its recommendation to the City Council for
approval of the Development Agreement by Resolution.
G. A public hearing on the proposed Development Agreement was held before the
City Council on November 5, 2013 for which public notice was given as provided by law.
H. The City Council has considered the recommendation of the Planning
Commission, including the Planning Commission's reasons for its recommendation, the Agenda
Statement, all comments received in writing, and all testimony received at the public hearing.
Section 2. FINDINGS AND DETERMINATIONS
Therefore, on the basis of: (a) the foregoing Recitals which are incorporated herein, (b)
the City of Dublin General Plan; (c) the Dublin Crossing Specific Plan, (d) the Dublin Crossing
Specific Plan EIR; (e) the Staff Report; (f) information in the entire record of proceeding for the
Project, 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, and in the Dublin
Crossing Specific Plan in that: (a) the Development Agreement incorporates the objectives
policies, general land uses and programs in the General Plan and Specific Plan and does not
amend or modify them; and (b) the project is consistent with the fiscal policies of the General
Plan and Specific Plan with respect to the provision of infrastructure and public services.
2. The Development Agreement is compatible with the uses authorized in, and the
regulations prescribed for, the land use districts in which the real property is located because the
Development Agreement does not amend the uses or regulations in the applicable land use
district.
3. The Development Agreement is in conformity with public convenience, general
welfare, and good land use policies in that the Developer's project will implement land use
guidelines set forth in the Dublin Crossing Specific Plan and the General Plan as articulated in
Resolution No. 187 -13, amending the General Plan and adopting the Dublin Crossing Specific
Plan, adopted by the City Council on November 5, 2013.
4. The Development Agreement will not be detrimental to the health, safety, and
general welfare in that the Developer's proposed project will proceed in accordance with all the
programs and policies of the General Plan, Dublin Crossing Specific Plan, and future Project
Approvals and any Conditions of Approval.
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, the Dublin Crossing Specific Plan, and future Project Approvals.
6. The Development Agreement specifies the duration of the agreement, the
permitted uses of the property, the density or intensity of use, the maximum height and size of
proposed buildings, and provisions for reservation or dedication of land for public purposes.
The Development Agreement contains an indemnity and insurance clause requiring the
developer to indemnify and hold the City harmless against claims arising out of the development
process, including all legal fees and costs.
Rartinn fl APPRCWAI
The City Council hereby approves the Development Agreement (Exhibit A to the
Ordinance) and authorizes the City Manager to execute it.
Section 4. RECORDATION
2
Within ten (10) days after the Development Agreement is fully executed by all parties, the
City Clerk shall submit the Agreement to the County Recorder for recordation.
Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
This Ordinance shall take effect and be in force thirty (30) days from and after the date of
its passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at
least three (3) public places in the City of Dublin in accordance with Section 36933 of the
Government Code of the State of California.
PASSED AND ADOPTED BY the City Council of the City of Dublin, on this day of
, 2013 by the following votes:
AYES:
NOES:
ABSENT:
ABSTAIN:
ATTEST:
City Clerk
Mayor
RECORDING REQUESTED BY:
CITY OF DUBLIN
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Fee Waived per GC 27383
Space above this line for Recorder's use
DEVELOPMENT AGREEMENT
:�' /_1,1I.: 21111
THE CITY OF DUBLIN
MEN
DUBLIN CROSSING VENTURE LLC
RELATING TO THE
DUBLIN CROSSING PROJECT
EXHIBIT A -1 TO
ATTACHMENT 7
THIS DEVELOPMENT AGREEMENT (this "Development Agreement" and
sometimes this "Agreement ") is made and entered in the City of Dublin on this day
of , 2013, by and between the City OF DUBLIN, a Municipal Corporation (the
"City ") and DUBLIN CROSSING VENTURE LLC, a Delaware limited liability company
( "Developer ") pursuant to the authority of § §65864 et seq. of the California Government
Code and the Dublin Municipal Code, Chapter 8.56. City and Developer are, from time -
to -time, individually referred to in this Agreement as a "Party," and are collectively
referred to as the "Parties."
NOW, THEREFORE, with reference to the Recitals below, and in consideration
of the mutual promises, obligations and covenants herein contained, City and Developer
agree as follows:
RECITALS
A. In order to strengthen the public planning process, encourage private
participation in comprehensive planning and reduce the economic costs and risk of
development, the Legislature of the State of California enacted California Government
Code § §65864 et seq. ( "Development Agreement Statute ") and the City Council
enacted Chapter 8.56 of the Dublin Municipal Code (hereafter "Chapter 8.56 "), which
authorize the City to enter into a Development 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.
B. Developer is party to that certain agreement dated March _, 2011 with
the United States Army Corps of Engineers (the "Army ") that gives Developer the
equitable right to acquire 172 acres of real property located in the City of Dublin, County
of Alameda, State of California known as Assessor Parcel Nos.
, (the "Army Property ") as is more particularly described in
Exhibit A attached hereto and incorporated herein by this reference.
C. Developer is also a party to that certain agreement with National
Aeronautics and Space Administration ( "NASA ") dated
(the "NASA Agreement ") that gives Developer a right to purchase 8.5 acres of real
property located adjacent to the Army Property in the City of Dublin, County of Alameda,
State of California known as Assessor Parcel Nos. , (the
"NASA Property ") as is more particularly described in Exhibit B attached hereto and
incorporated herein by this reference.
D. Pursuant to this Agreement, Developer has a right to acquire from the City
an 8.7 acre parcel of real property currently owned by the Alameda County Surplus
Property Authority ( "ACSPA ") located in the City of Dublin, County of Alameda, State of
California known as Assessor Parcel Nos. (the "ACSPA
Property ") as is more particularly described in Exhibit C attached hereto and
incorporated herein by this reference, which as and when acquired by Developer will
automatically become subject to this Agreement.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -2-
E. The Army Property, the NASA Property and the ACSPA Property are
collectively referred to as the "Property" in this Agreement.
F. Developer proposes the development of the Property in five separate
phases (as identified and depicted in Exhibit D) with up to 1,995 residential units, up to
200,000 square feet of commercial uses, a 30 net acre community park, a 5 net acre
neighborhood park, privately owned open space, a 12 acre elementary school site, and
associated infrastructure to serve the project area and the immediate vicinity as further
described in the Specific Plan (collectively the "Project ").
G. On , 2013 the City Planning Commission held a public
hearing with respect to this Agreement, the Project Approvals described below and the
sufficiency of the FEIR for analysis of the Project pursuant to CEQA requirements and,
pursuant to Resolutions , made certain findings and determinations with respect
thereto and, among other things, recommended to the City Council of the City that this
Agreement be approved.
H. On , 2013, the City Council held a public hearing with respect to
the FEIR (defined below) and the following approvals and certified the FEIR and
approved the following: General Plan Amendment No. ^ (Resolution No. );
the Dublin Crossing Specific Plan, (Resolution No. ) (the "Specific Plan "), a
zoning amendment (Ordinance No. ), and the DA Approving Ordinance (defined
below), which collectively are referred to herein as the "Existing Project Approvals"
and together with any Subsequent Project Approvals (defined below), are referred to
herein as the "Project Approvals."
I. On , 2013, the City Council again considered and approved the
DA Approving Ordinance and the other ordinances described above.
J. Additionally, development of the Property by Developer may be subject to
other future discretionary and non - discretionary City approvals and permits (collectively,
the "Subsequent Project Approvals ") including subdivision maps and site
development review approvals, which if granted by the City in accordance with this
Agreement, shall automatically become part of the Project Approvals.
K. City has determined that by entering into this Agreement: (1) City will
ensure the productive use of property and foster orderly growth and quality
development in City; (2) development will proceed in accordance with the goals and
policies set forth in the City of Dublin existing General Plan (the "General Plan ") and will
implement City's stated General Plan policies; (3) City will receive substantially
increased property tax revenues; and (4) City will benefit from increased housing and
employment opportunities for residents of City that are created by the Project.
L. As required by Government Code Section 65867.5 and the Dublin
Municipal Code, the City Council has found that, among other attributes, this
Development Agreement is consistent with the objectives, policies, general land uses
and programs specified in the General Plan and the Specific Plan; has been reviewed
DUBLIN CROSSING DEVELOPMENT AGREEMENT -3-
and evaluated in accordance with the Development Agreement Statute, Chapter 8.56
and the Dublin Municipal Code Inclusionary Zoning Regulations, Chapter 8.68 and that
any tentative map prepared for the subdivision will comply with the provisions of Section
66473.7 related to availability of water.
M. City and Developer have reached agreement and desire to express herein
a Development Agreement that will facilitate development of the Project subject to
conditions set forth herein.
N. City has undertaken, pursuant to the California Environmental Quality Act
(Public Resources Code Section 21000 et seq., hereinafter "CEQA "), the required
analysis of the environmental effects that would be caused by the Project and has
determined those feasible mitigation measures which will eliminate, or reduce to an
acceptable level, the adverse environmental impacts of the Project. The environmental
effects of the proposed development of the Property were analyzed by the Final
Environmental Impact Report (the "FEIR ") certified by City on , 20_
City has also adopted a mitigation monitoring and reporting program (the WMRP ") to
ensure that those mitigation measures incorporated as part of, or imposed on, the
Project are enforced and completed. Those mitigation measures for which Developer is
responsible are incorporated into, and required by, the Project Approvals.
O. City has given the required notice of its intention to adopt this
Development Agreement and, as described above, has conducted public hearings
thereon pursuant to Government Code Section 65867.
P. On , 2013, the City Council of the City of Dublin adopted Ordinance
No. approving this Development Agreement ( "Approving Ordinance ").
The Approving Ordinance will take effect on ( "Approval Date "). As part
of the Approving Ordinance, the City has made the findings required by the Dublin
Municipal Code with respect to this Agreement.
TERMS AND CONDITIONS
1. Description of Property.
The Property which is the subject of this Development Agreement is described in
the Recitals.
2. Interest of Developer; Effectiveness of Agreement Prior to Developer's
Acquisition of Title to Property.
2.1 The Developer has an equitable interest in the Property in that it
is (a) party to an exchange agreement with the Army that obligates the Army to transfer
specified portions of the Property to Developer upon Developer's construction of certain
improvements benefiting the Army, (b) party to the NASA Agreement that gives
Developer a right to purchase the NASA Property, and (c) pursuant to this Agreement
has a right to acquire the ACSPA Property from ACSPA or the City.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -4-
Dublin Municipal Code section 8.56.040 specifies that, unless the property owner
is party to development agreements, development agreements are "conditional upon
the close of escrow vesting fee title to the property in the Developer." Accordingly,
although this Agreement, once executed, shall become effective and shall be fully
binding and enforceable by the Parties as of the Approval Date, the rights and
obligations under this Agreement shall become applicable as to each portion of the
Property only upon the Developer's acquiring fee title to the specific portion of the
Property (as to each such Portion, the "Acquisition Date"). Notwithstanding anything
to the contrary in the foregoing, Developer shall be obligated to make the contribution
for the Iron Horse Trail Grade Separated Crossing Design described in Section 10.6.1
and the Community Benefit Payment described in Section 7.1 at the times specified
even if Developer has not yet acquired title to all of the Property specified for a
particular phase by the dates specified in Sections 10.6.1 and 7.1.
3. Relationship of City and Developer.
This Agreement has been negotiated and voluntarily entered into by City and
Developer. The Developer is not an agent of City. The City is not the agent of the
Developer. The City and Developer 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
Developer joint venturers or partners.
4. Effective Date and Term.
4.1 Term. The effective date of this Agreement ("Effective Date") shall
be the Approval Date of the Approving Ordinance as defined in Recital L.
4.2 Term of Agreement.
4.2.1 The "Term" of this Development Agreement shall commence
on the Effective Date and shall continue for fifteen (15) years from the Effective Date,
unless otherwise extended or terminated as provided in this Agreement.
4.2.2 Optional Extension. Prior to the termination of this
Development Agreement, as provided in Section 4.2, Developer may extend the term of
the Development Agreement. To do so, Developer shall give City written notice at least
90 days prior to the termination date of the Development Agreement. At the time
Developer provides such notice, Developer shall make a contribution to City in the
amount of Two Hundred Thousand Dollars ($200,000) (adjusted for inflation from the
Effective Date using the CPI-U, San Francisco-Oakland-San Jose Area) for each year
of extension requested under this provision. Upon receipt of the notice and the
contribution, the City Manager shall approve the extension and shall notify the
Developer in writing that the term of the Development Agreement has been
automatically extended for an additional time period equal to the time period requested
by Developer under this provision, commencing on the date the Development
Agreement would otherwise have terminated; provided Developer may exercise its
option to extend the Development Agreement no more than five times, for a maximum
total term of the Development Agreement of twenty (20) years. Provided there is an
extension period remaining, Developer may request the extension for multiple years and
provide the payment due for each year's extension.
4.3 Term of Project Approvals. Pursuant to the Subdivision Map Act
(Government Code § 66410 et seq.), and in particular, Government Code Section
66452.6(a), the term of any tentative or vesting tentative map, parcel map or vesting
parcel map for the Property or any Portion thereof, shall be extended automatically for
the Term of this Agreement, such that such tentative or vesting tentative maps or parcel
maps remain in effect for no less than the Term, and shall also be extended by any
other extension(s) granted under the Subdivision Map Act and /or City ordinance
consistent with the Subdivision Map Act.
5. Vested Rights /Use of the Property /Applicable Law/Processing-
5.1 Right to Develop. Developer shall have the vested right to
develop the Project on the Property in accordance with, and subject only to, 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 pursuant to this
Agreement, and the City's ordinances, codes, resolutions, rules, regulations and official
policies governing the development, construction, subdivision, occupancy and use of
the Project and the Property including, without limitation, the General Plan, the Dublin
Municipal Code, and the Specific Plan, the permitted uses of the Property, density and
intensity of use of the Property and the maximum height, bulk and size of proposed
buildings, and the provisions for reservation or dedication of land for public purposes
that are in force and effect on the Effective Date of this Agreement (collectively,
"Applicable Law "). In exercising its discretion when acting upon Subsequent Project
Approvals, City shall apply the Applicable Law as the controlling body of law (within
which Applicable Law such discretion shall be exercised). Notwithstanding anything to
the contrary contained herein, this Agreement shall not supersede any rights
Developer may obtain pursuant to City's approval of any vesting tentative tract map
or vesting tentative parcel map for the Project.
5.2 Fees, Exactions, Dedications. Except as otherwise set forth in
this Agreement, City and Developer agree that this Agreement does not limit the City's
discretion to impose or require payment of any fees in connection with the development
of the Project for purposes of mitigating environmental and other impacts of the Project,
dedication of any land, or construction of any public improvement or facilities, except
that the City may not apply to the Project any development impact fee that it first
enacted after the Effective Date.
5.3 Construction Codes. Notwithstanding the provisions of Section
5.1 above, to the extent Applicable Law includes requirements under the state or locally
adopted building, plumbing, mechanical, electrical and fire codes (collectively the
"Codes "), the Codes included shall be those in force and effect at the time the
DUBLIN CROSSING DEVELOPMENT AGREEMENT -6-
Developer submits its application for the relevant building, grading, or other construction
permits to City. In the event of a conflict between such Codes and the Project
Approvals, the Project Approvals shall, to the maximum extent allowed by law, prevail.
For construction of public infrastructure, the Codes applicable to such construction shall
be those in force and effect at the time of execution of an improvement agreement
between City and Developer pursuant to Chapter 9.16 of the Dublin Municipal Code.
5.4 New Rules and Regulations.
5.4.1 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 Approval Date and which are not
in conflict with the vested rights granted by this Agreement, the Applicable Law, the
Project Approvals or this Agreement. In addition to any other conflicts that may occur,
each of the following new or modified ordinances, resolutions, rules, regulations or
official policies shall be considered a per se conflict with the Applicable Law:
(a) Any application or requirement of such new or
modified ordinances, resolutions, rules, regulations or official policies that would (i)
cause or impose a substantial financial burden on, or materially delay development of
the Property as otherwise contemplated by this Agreement or the Existing Project
Approvals, (ii) frustrate in a more than insignificant way the intent or purpose of the
Existing Project Approvals or preclude compliance therewith including, without
limitation, by preventing or imposing limits or controls in the rate, timing, phasing or
sequencing of development of the Project; (iii) prevent or limit the processing or
procuring of Subsequent Project Approvals; or (iv) reduce the density or intensity of use
of the Property as a whole, or otherwise requiring any reduction in the square footage
of, or total number of, proposed homes and other improvements, in a manner that is
inconsistent with or more restrictive than the limitations included in this Agreement and
Specific Plan; and /or
(b) If any of such ordinances, resolutions, rules,
regulations or official policies do not have general (City -wide) applicability.
Developer specifically acknowledges that it will be subject to new or modified
ordinances, resolutions, rules, regulations or official policies that implement the
Municipal Regional Stormwater NPDES Permit issued by the Regional Water Quality
Control Board for the San Francisco Bay Region from time to time (the "MRP ") to the
extent that the permit does not include exemptions that apply to the Project.
5.5 Moratorium Not Applicable. Notwithstanding anything to the
contrary contained herein, if an ordinance, resolution, policy, directive or other measure
is enacted or becomes effective, whether by action of City, by initiative, referendum, or
otherwise, and if it imposes a building moratorium which affects all or any part of the
Project, City agrees that such ordinance, resolution or other measure shall not apply to
the Project, the Property, this Agreement or the Project Approvals unless the building
moratorium is imposed as part of a declaration of a local emergency or state of
DUBLIN CROSSING DEVELOPMENT AGREEMENT -7-
emergency as defined in Government Code section 8558, provided that to the extent a
moratorium applies to all or any part of the Project then the Term shall automatically be
extended for a period of time equal to the period of the moratorium.
5.6 Revised Application Fees. Notwithstanding section 5.2 above,
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, impose a substantial financial burden
on, or materially delay development of the Project 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.
5.7 New Taxes. This Agreement shall not prohibit the application of
any subsequently enacted city -wide taxes to the Project provided that (1) the application
of such taxes to the Property is prospective, and (2) the application of such taxes would
not prevent development in accordance with this Agreement. By so agreeing,
Developer does not waive its rights to challenge the legality of any such taxes.
5.8 Development of the Project; Phasing, Timing. Since the
California Supreme Court held in Pardee Construction Co. v. City of Camarillo (1984) 37
Cal. 3d 465, that the failure of the parties therein to provide for the timing of
development resulted in a later adopted initiative restricting the timing of development to
prevail over such parties' agreement, it is the Parties' intent to cure that deficiency by
acknowledging and providing that, except as specified in Section 6 with respect to
payment of fees, this Agreement contains no requirements that Developer must initiate
or complete any action, including without limitation, development of the Project within
any period of time set by City. Nothing in this Agreement is intended to create nor shall
it be construed to create any affirmative development obligations to develop the Project
at all or in any particular order or manner, or liability in Developer under this Agreement
if the development fails to occur. It is the intention of this provision that Developer be
able to develop the Property in accordance with its own time schedules and the Project
Approvals.
5.9 Processing.
5.9.1 Nothing in this Agreement shall be construed to limit the
authority or obligation of City to hold necessary public hearings, nor to limit the
discretion of City or any of its officers or officials with regard to those Subsequent
Project Approvals that require the exercise of discretion by City, provided that such
discretion shall be exercised consistent with the vested rights granted by this
Agreement, the Applicable Law and this Agreement.
6. Development Agreement Fee; Advances.
6.1 Development Agreement Fee; Due On a Per -Unit Basis at Final
Map. Prior to the City's approval of each final map creating individual lots for residential
DUBLIN CROSSING DEVELOPMENT AGREEMENT -8-
units, Developer shall pay the City a development agreement fee (the "Development
Agreement Fee ") calculated as follows: the number of residential lots (or condominium
parcels) that would be created by the final map multiplied by $25,031.25. For maps that
create condominiums, the tentative and final map shall indicate the maximum number of
units permitted by the final map, and the Development Agreement Fee paid shall be
based on the maximum number of units permitted by the map. For maps creating fewer
than 40 lots or condominium units, the Development Agreement Fee shall be based on
40 lots or condominium units. In the event that Developer seeks a site development
review ( "SDR ") approval for residential units for which the per unit fee has not been paid
(e.g. apartment projects), Developer shall pay the per -unit fee amount at the time of
SDR approval. The per -unit fee amount ($25,031.25 per residential unit) shall not be
adjusted for inflation. At such point as Developer has paid Development Agreement
Fees or advances equal to $40,050,000 in the aggregate, Developer shall no longer be
obligated to pay the Development Agreement Fee required by this subsection. As
detailed in Exhibit E, the $25,031.25 per residential unit fee generates $40,050,000 at
the point when 1,600 units are mapped in the Project. The Development Agreement
Fee was determined based on six separate components described in this Agreement:
(a) Park Construction, § 9.6; (b) Community Benefit, § 7; (c) Iron Horse Bridge Design,
§ 10.3.1; (d) Iron Horse Bridge Construction; § 10.3.2; (e) ACSPA Property Acquisition
Contribution, § 9.8; and (f) Park Maintenance Endowment, § 9.7. The City is requiring
the payment of the Development Agreement Fee as a condition to development of the
Property. The Parties agree that the City shall be deemed for all purposes to be
requiring the payment of the Development Agreement Fee as a condition to
development of the Property and that the Development Agreement Fee should be
considered a supplemental fee and, in all aspects of its application and implementation,
should not be deemed a waiver or fee reduction of any kind. If at any point the City
Council determines that at full buildout development on the Property will not or is
unlikely to produce 1,600 units, the City may withhold further approvals, including final
maps, until such time as Developer provides adequate assurances that the City will
receive the entire $40,050,000 in Development Fee revenue.
6.2 Revised Fee if City Elects Not to Form Developer- Proposed
Community Facilities District. In the event that the City Council elects not to form a
community facilities district ( "CFD ") proposed by Developer that meets the requirements
of Section 8 and applicable law, Section 6.1 shall not apply and Developer shall pay a
revised development agreement fee (the "Revised Development Agreement Fee ") in
the amount of $2,406.25 per unit. The revised fee reflects the termination and retention
of the following components of the Development Agreement Fee:
Terminated
Park Construction, § 9.6
Community Benefit, § 7
Park Maintenance Endowment, § 9.7
Retained
Iron Horse Bridge Design, § 10.3.1
Fair share of Iron Horse Bridge
Construction,
§ 10.3.2
ACSPA Property Acquisition Contribution,
§ 9.8
DUBLIN CROSSING DEVELOPMENT AGREEMENT -9-
At such point as Developer has paid the Revised Development Agreement Fees in
sufficient amounts for the City to apply $50,000 toward the Iron Horse Trail Grade
Separated Crossing Design, $1,000,000 toward Iron Horse Trail Grade Separated
Crossing Construction, and $2,800,000 toward ACSPA Property Acquisition
Contribution, Developer shall no longer be obligated to pay the Revised Development
Agreement Fee required by this subsection. The fee amount ($2,406.25 per residential
unit) shall not be adjusted for inflation. Developer shall not be entitled to apply or obtain
a refund for Development Agreement Fees or advances paid prior to the City Council
election not to form a CFD, except that Developer shall be entitled to apply any such
payment against future Development Agreement Fees for the first Community Benefit
Payment advance required by Section 7.2 below and any Development Agreement
Fees paid prior to that time. The Parties agree that, in the event this section is applied,
the City shall be deemed for all purposes to be requiring the payment of the Revised
Development Agreement Fee as a condition to development of the Property and that
the Revised Development Agreement Fee should be considered a supplemental fee
and, in all aspects of its application and implementation, should not be deemed a waiver
or fee reduction of any kind.
6.3 Accounting; Advances; Allowances. This Agreement specifies
that City shall receive and obligates Developer to make certain payments at specified
times in the event that Development Agreement Fees have not been collected in
sufficient amounts to meet those obligations at the specified times. The City shall
account for the Development Agreement Fee revenues in a way that records the
application of previously collected Development Agreement Fee revenues toward one of
the payment obligations and the Developer's advance of Development Agreement Fee
payments in order to satisfy Developer's payment obligations. Any such advances will
be applied toward future Development Agreement Fees due and shall be "Allowances"
hereunder. The Allowances shall be expressed in residential units and be documented
contemporaneously with the payments in a manner acceptable to both Parties, and
generally consistent with the procedures currently used in the City's Eastern Dublin
Traffic Impact Fee ( "EDTIF ") program. Developer and its successors may transfer the
Development Agreement Fee Allowances to subsequent owners of all or a portion of the
Property. Exhibit F includes examples, under different development scenarios, of the
timing and operation of the payment application, advances, and allowances.
7. Community Benefit Payment.
7.1 Developer has agreed, as partial consideration for the City's
entering into this agreement, to contribute to the City over the course of the Project the
sum of $18,700,000 as a Community Benefit Payment, in accordance with the following
schedule and requirements.
7.2 The Community Benefit Payment is a component of the
Development Agreement Fee and will be paid as specified in section 6.1, except that, if
the City has not received the following amount, exclusive of Development Agreement
Fee component payments previously applied, by the applicable deadline below,
Developer shall, on or before the applicable deadline, make an advance of
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� O-
Development Agreement Fees equal to the difference between the amount of
Development Agreement Fees the City had previously received, exclusive of
Development Agreement Fee component payments previously applied, and the amount
set out below.
Payment Amount Deadline
First $10,000,000 24 months following the
Project Approval Date
Second $5,000,000 48 months following the
Project Approval Date
Third $2,500,000 At recordation of the last final
map in Phase 4 of the Project
(see Exhibit D)
Fourth $1,200,000 At recordation of the last final
map in Phase 5 of the Project
(see Exhibit D)
The "Project Approval Date" shall be the date upon which all appeal, legal challenge
and rehearing periods relating to the Existing Project Approvals shall have expired
without legal challenge, or, if any appeal, legal challenge or rehearing request is filed
against the City challenging such Project Approvals, the date upon which all such
challenges are finally dismissed and either (a) all of such Project Approvals remain
effective or, (b) have been reaffirmed, if required by the resolution of the challenge(s).
Notwithstanding any other provision of this Agreement, the Developer shall not be
required to make the foregoing payments if the City Council elects for any reason not to
form a CFD proposed by Developer that meets the requirements of Section 8.
Notwithstanding anything to the contrary in this Agreement, if any payment under this
subsection is not received in full by the City by the deadline for such payment, the City
may withhold further issuance of building permits and other approvals, including final
maps, for the Project until such time as Developer has made the required payment.
8. Community Facilities District Standards.
8.1 Developer intends to propose the formation of a community
facilities district or districts by the City pursuant to the Mello Roos Community Facilities
District Act of 1982 (Gov. Code §§ 53311 - 53368.3) (the "Mello -Roos Act ") to finance
public facilities. The City agrees that upon Developer's presentation of a landowner's
petition and Developer's payment of a fee, as described in subdivision (d) of
Government Code section 53318, use its best efforts to commence proceedings to form
a CFD to finance certain public facilities so long as Developer's proposal is consistent
with Exhibit G (Community Facilities District Financial Provisions). The City Council is
not obligated to approve the CFD, although certain consequences would occur pursuant
to Section 6.2 if it does not approve a CFD that meets the requirements of this Section.
DUBLIN CROSSING DEVELOPMENT AGREEMENT _11-
8.2 The City's obligation to consider Developer's CFD formation
proposal is limited to proposals that meet the standards set forth in Exhibit G.
9. Parks.
9.1 Parkland Dedication. Except as specified in Section 9.8, the
Project proposed by Developer includes the dedication of 30 net acres of community
parkland and the dedication of 5 net acres of neighborhood parkland. Developer shall
dedicate the specified parkland with the first final map in the Project phase specified
below, or earlier:
Project Size of dedication
Phase
1st Phase 2 10 net acres of community park land
(includes 8.7 acres in exchange for
ACSPA Property transfer by City under
section 9.8.)
2nd Phase 3 10 net acres of community park land
3rd Phase 4 5 net acres of neighborhood park land
4th Phase 5 10 net acres of community park land
Net acreage is measured at the property line of the park parcels dedicated by
Developer and does not include land area currently owned by the City or land area
within adjacent existing or future street right of ways. Net acreage does not include land
that is encumbered by use restrictions, unless the use restrictions are approved by the
City. The City acknowledges that the portions of the 30 acres may be subjected to the
following reasonable restrictions: active sports fields, certain species of plantings, and
the use of motorized vehicles. If resource agencies require use restrictions that are not
acceptable to the City on land proposed to be within the net 30 acre community park, or
that exceed the 50 -foot buffer boundary on either side of the creek from top of bank,
Developer shall identify additional acreage to meet the net 30 acre requirement. This
obligation shall be satisfied prior to the issuance of the first building permit in Phase 2,
and the City may withhold further building permits outside of Phase 1 until it is satisfied.
The Parties agree that, in the event of substantial revisions to the
geography of the Project phases (as determined by the City Manager), this Agreement
shall be promptly amended to revise Exhibit D and to reflect the impact the revised
phases have on provisions of this Agreement that reference the Project phases, which
include, but are not limited to, this Section 9.1 and Sections 9.6, and 9.8. The City
Manager may approve insubstantial revisions to Exhibit D requested by Developer and
if such revisions are so approved the revised Exhibit D shall automatically become
annexed to this Agreement and shall replace the prior Exhibit D and the Parties shall be
authorized to and shall replace the prior Exhibit D with the new Exhibit D in each copy of
the Agreement.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� 2-
9.2 Public Facilities Fee and Quimby Requirements For Land
Dedications. In the aggregate, the dedications required by this Agreement, even
without the 8.7 acre dedication associated with the City's anticipated transfer of the
ACSPA Property to Developer, satisfy the community park land component of the City's
Public Facilities Fee and the parkland dedication requirements of Chapter 9.28 of the
Dublin Municipal Code for up to 1,995 residential units and for all of the commercial
development proposed on the Specific Plan. Except as otherwise specified in this
Agreement, development in the Project and on the Property shall be subject to all other
components of the Public Facilities Fee. At the time of dedication on the final map,
provided that Developer (a) enters into an improvement agreement in conjunction
therewith and (b) provides evidence, acceptable to the City Engineer, demonstrating
that the land to be conveyed (including any imported fill) meets California Department of
Toxic Substances Control standards applicable to residential development or such
lesser standard acceptable to the City, the City will promptly upon receipt of such
evidence indicate in its records that Developer has made such a dedication, and those
records will be used to determine whether the Developer has satisfied its obligations
under the community park land component of the City's Public Facilities Fee and the
parkland dedication requirements of Chapter 9.28 of the Dublin Municipal Code. The
City's records of the dedications shall be expressed in acres of community and
neighborhood parkland as follows:
Dedication Neighborhood Park Community Park
1st 3 acres 7 acres
2nd 0.39 acres 0.91 acres
3rd 1.5 acres 3.5 acres
4th 3 acres 7 acres
When the previous dedications are used to satisfy the obligations as to individual maps
and building permits, the unapplied dedications reflected in the City's records shall be
reduced to reflect the equivalent in acreage of the fee component for which previous
dedications were used. If Developer does not have sufficient unapplied dedication
acreage when it seeks approval for a particular map or building permit, it may, instead
of paying the applicable fees in lieu of parkland dedication or the community park land
component of the Public Facilities Fee, provide security acceptable to the City that
secures payment of such fees. Upon its receipt of parkland dedications to satisfy the
obligations so secured, the City will promptly reduce the security in an equivalent
amount.
9.2.1 Under the City's Public Facilities Fee, the community park
land component of the public facilities fee for a single family unit is currently equal to
$11,863 and for a multi - family unit is currently equal to $7,413. Based on the assumed
populations of 3.2 persons per single family unit (defined in the PFF as a dwelling
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� 3-
constructed on land designated for 6 or fewer units per acre) and 2.00 persons per
multi - family unit (defined in the PFF as a dwelling constructed on land designated for
6.1 or more units per acre) in the PFF, and the parkland standard of 3.5 acres of
community parkland per thousand persons and 1.5 acres of neighborhood parkland per
thousand persons, a single family unit reduces the unapplied community parkland
dedication acreage by 0.0112 acres and the unapplied neighborhood parkland
dedication acreage by 0.0048 acres, and a multifamily unit reduces the unapplied
community parkland dedication acreage by 0.007 acres and the unapplied
neighborhood parkland dedication acreage by 0.003 acres.
9.3 Stormwater Facilities. The City will allow underground stormwater
detention facilities within the 30 acre net community park, not to exceed a footprint of
87,120 square feet, and in locations acceptable to the City. The underground
stormwater facilities shall include a minimum cover acceptable to the City. The Chabot
Creek channel will be a separate not -to- exceed 1.5 acre third -party -owned
"island /peninsula" parcel within the boundaries of the community park. A homeowners'
association, or other entity or mechanism acceptable to the City, shall be responsible for
the maintenance of the underground stormwater facilities and the Chabot Creek
channel parcel and for regulating access to the Chabot Creek channel.
9.4 Acceptance of Parkland. City will accept dedicated parkland upon
completion of rough grading of the particular phase of dedicated park site and
completion of associated improvements (including park street frontage improvements,
including, but not limited to, curb, gutter, sidewalk, landscape, irrigation, and access
roadways on all sides of the dedicated parcel that are adjacent to current and future
roadways) all as specified in the approved tentative map associated with the dedication
and upon receiving evidence, acceptable to the City Engineer, demonstrating that the
land to be conveyed (including any imported fill) meets California Department of Toxic
Substances Control standards applicable to residential development or such lesser
standard acceptable to the City.
9.5 Cit�gation to Improve Parkland. City will complete each of the
four park phases within 24 months of (a) the City accepting the applicable dedication
pursuant to Section 9.4 and (b) Developer providing the required funds for the
applicable park phase's construction pursuant to section 9.6. The 24 -month period will
not commence until the Parties have confirmed in writing that the criteria have been
satisfied.
9.6 Project's Obligation to Fund Park Construction. The Project's
contribution to fund park construction shall be $4,285,714 for each of the three
community park phases, and $2,142,858 for the neighborhood park phase, which may
reimbursed through the CFD. These contributions exceed the amounts otherwise
required to be contributed by Developer under the Public Facilities Fee for park
improvements and shall therefore be deemed to satisfy the Project's obligations to fund
park improvements under the Public Facilities Fee. Upon request of Developer, the City
shall apply previously collected Development Agreement Fees revenues, exclusive of
Development Agreement Fee component payments previously applied, toward the
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� 4-
required contribution. If such application of Development Agreement Fees is insufficient
to satisfy the required contribution, Developer may advance the necessary funds under
Subsection 6.3 in order to trigger the City's park improvement obligations under Section
9.5. In any event, Developer shall make the following contributions for each phase of
the park, by requesting application of previously collected Development Agreement
Fees toward the contribution, making a Development Agreement Fee advance, or both,
no later than: the first recorded subdivision map creating residential lots for a $100,000
contribution to be used for the preparation of a master plan for the community park; the
first recorded subdivision map in Phase 2 for the first $4,285,714 contribution (less the
$100,000 contribution previously for the master plan); the first recorded subdivision map
in phase 3 for the second $4,285,714 contribution; the first recorded subdivision map in
phase 4 for the $2,142,857 contribution; and the first recorded subdivision map in phase
5 for the last $4,285,714 contribution. In addition, with the submission of the first
subdivision map creating residential lots in Phase 1, the Developer shall prepare, at its
own expense, a traffic circulation analysis to determine the appropriate location of the
Community Park parking lot and driveway entrance(s) for review and approval by the
City Engineer. The report shall evaluate the location of potential driveways on Scarlett
Drive and how they would interact with the existing intersection at Houston Place as
well as consider connectivity of the future parking lot(s) to both G Street and Scarlett
Drive. The results of the analysis will be incorporated in the subsequent Project
Approvals. The Developer shall not be required to make the contributions required by
this paragraph to the extent that they are due after the contingent event described in
Section 6.2 above occurs. If such contingent event does occur, and the contributions
required by this paragraph cease, Developer shall, so as to avoid a significant impact
pursuant to Impact 3.11 -4 described in the FEIR, thereafter be required to pay the
community park improvements component of Public Facilities Fee and the
neighborhood park improvement component of the Public Facilities Fee as it applies in
Eastern Dublin. The City shall use the contributions made pursuant to this Section only
for the improvement of parks within the Specific Plan area. At least $2,142,858 must be
used for the improvement of the neighborhood park.
9.6.1 Public Facilities Fee Payment Security. Developer's
contributions as specified above shall be deemed to satisfy its obligation to contribute to
Community and Neighborhood Park Improvements under the Public Facilities Fee
Program. If, however, at the time Developer seeks to file a final map Developer has not
made the required contributions in amounts sufficient to satisfy the final map's Park
Construction obligation, Developer shall provide security acceptable to the City that
ensures payment of the community park improvements component of Public Facilities
Fee for the units and the neighborhood park improvement component of the Public
Facilities Fee applicable in Eastern Dublin. For the purposes of this paragraph,
Developer shall upon each $4,285,714 contribution be deemed to have satisfied its
obligations for 570 residential units; and shall upon each $2,142,858 contribution be
deemed to have satisfied its obligations for 285 units. The contributions may be used to
reduce previously posted security under this paragraph and to avoid the requirement to
post security under this paragraph.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� rJ-
9.7 Developer's Obligation to Provide Maintenance Endowment for
Each Community Park Phase. At or prior to the City's completion of each phase of
community park construction, pursuant to Subsection 9.5 above, Developer shall make
a contribution to fund the maintenance costs of the community park. The contribution
shall be $840,000 for each of the first two phases and $820,000 for the last phase.
Upon request of Developer, the City shall apply previously collected Development
Agreement Fees revenues, exclusive of Development Agreement Fee component
payments previously applied, toward the required contributions. If such application of
Development Agreement Fees is insufficient to satisfy the required contribution,
Developer may advance the necessary funds under Subsection 6.3. At least 18 months
prior to the City's obligation to complete each phase of the community park, pursuant to
Subsection 9.5 above, Developer shall provide security acceptable to the City that
secures payment of the endowment contribution. If the Developer fails to secure the
payment when due, the time period that the City has to complete of the specified park
phase shall be extended for a period of time equal to the time period of the delay in
posting the security. The City shall release the security upon Developer's submission of
evidence demonstrating that it has made the required contribution, either through an
advance or through a previous Development Agreement Fee payment. The Developer
shall not be required to make the contributions required by this paragraph to the extent
that they are due after the contingent event described in Section 6.2 above occurs.
9.8 ACSPA Parcel Acquisition and Exchange.
9.8.1 Intent. It is the intent of the City and Developer that the City
enter into a purchase agreement and acquire the ACSPA Property from ACSPA and,
concurrently with such acquisition (and through a common escrow) or promptly
thereafter, convey the ACSPA Property to Developer. The City may elect to structure
the escrow in a manner that avoids it taking title to the ACSPA Property. In exchange
for such conveyance, Developer has agreed to make a contribution of 8.7 acres of
community parkland in excess of that which would be required by the City's parkland
dedication requirements. In the event that ACSPA or the City has not conveyed the
ACSPA Property to the Developer prior to the recordation of the Phase 2 final map, the
obligation of Developer in Section 9.1 to dedicate community park land shall be reduced
by a net 8.7 acres (equivalent to the acreage of the ACSPA Parcel). In such event (a)
Developer shall not be required to acquire the ACSPA Property pursuant to this Section
or make the $2,800,000 contribution toward its acquisition, (b) the 1st community park
dedication at the recording of the Phase 2 final map (described in Section 9.1) shall not
be required and Developer shall instead make a dedication at the recording of the
Phase 3 final map of 11.3 net acres of community parkland and (c) notwithstanding any
other provision of this Agreement or the Specific Plan, the Developer shall have no
obligation to construct commercial development on the Property. The foregoing shall
not affect or reduce the total number of residential units that may be constructed on the
remainder of the Property pursuant to the Project Approvals.
9.8.2 Purchase Agreement. As of the Effective Date, the City
intends to enter into a purchase agreement with ACSPA (the "Purchase Agreement ")
pursuant to which the City has the irrevocable right to purchase the ACSPA Property
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� 6-
prior to or concurrently with the Phase 1 dedication of Community Park (in Phase 2 of
the Project). The City hereby agrees that it will use commercially reasonable efforts to
enter into the Purchase Agreement upon the terms set forth in this Section 9.8 and in
........................ .... .
that certain letter of intent between ACSPA and the City dated (the "1011").
The City further agrees with respect to the Purchase Agreement that (a) it will take all
steps necessary to exercise the Purchase Agreement prior to or concurrently with the
dedication of Phase 1 of the Community Park (in Phase 2 of the Project), (b) it will carry
out all obligations, if any, under the Purchase Agreement in a timely manner in order to
fulfill the intent of the Parties that the ACSPA Property be conveyed to City or Developer
in conjunction with the Phase 2 final map, and (c) it will not terminate, amend, modify or
allow the lapsing of the Purchase Agreement or the LOI, or assign its rights under the
Purchase Agreement to any party other than Developer, without the consent of
Developer in its sole discretion. The Purchase Agreement shall provide Developer with
the right to notice of any defaults by the City under the Purchase Agreement and the
right to cure such defaults. If the Developer exercises its cure rights under the
Purchase Agreement, the cost of such cure shall be an offset against the next
Community Benefit Payment due under this Agreement.
9.8.3 Funding. City shall be obligated to transfer sufficient funds
into escrow to purchase the ACSPA Parcel pursuant to the Purchase Agreement, less
Developer's $2,800,000 contribution toward the acquisition of the ACSPA Parcel. Upon
request of Developer, the City shall apply previously collected Development Agreement
Fee revenues, exclusive of Development Agreement Fee component payments
previously applied, toward the $2,800,000 contribution. Developer's $2,800,000
contribution may be reimbursed through the CFD. If such application of Development
Agreement Fees is insufficient to satisfy the required contribution, Developer may
advance the necessary funds under Subsection 6.3.
9.8.4 Optional Loan. If requested by City, Developer shall loan
City up to $6,000,000 for the acquisition of the ACSPA Parcel. Developer shall be
obligated to make the loan in conjunction with the City's obligation to contribute funds
into escrow for Developer's acquisition of the ACSPA Property. The loan shall not bear
interest. The City shall repay the loan in four equal annual installments on June 30
beginning in 2018 or the anniversary date of the loan if executed later than July 1, 2017.
9.8.5 Fair Market Value Exchange. The Parties agree that the fair
market value of the ACSPA Parcel (comprised of 8.7 acres) and of the 8.7 acres that
Developer will transfer to the City in exchange for the ASCSPA parcel are equal and
that there is no subsidy provided by the City in connection with such exchange. This
analysis is made prior to taking into account the $2.8 million contribution by Developer
pursuant to Section 9.8.3.
10. Transportation Improvements.
10.1 Transportation Fee. Developer and the City acknowledge that
there are several transportation improvements necessary for the implementation of the
Project and that, except as set forth in Section 10.7, the Property is not in the EDTIF.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� 7-
Construction or financial contributions toward some of the improvements have been
identified as mitigation measures in the FEIR, and some improvements are required
project commitments for the safe circulation of multimodal traffic. The City has
determined that the fair share obligation of Developer toward improvements that are
identified in the FEIR will be satisfied by payment of a transportation fee (the
"Transportation Fee ") at each building permit and has established the amount due
based on the amount such development would be subject to under the EDTIF, if the
development were in the EDTIF. The amounts are fixed for the term of the
Development Agreement based on the EDTIF rates on the Effective Date, which are set
out for reference in Exhibit H.
10.2 Application of Transportation Fees. To the extent the cost of
construction for EDTIF projects constructed by Developer exceeds the amount
Developer is obligated to pay as its fair share of project expense based on traffic
mitigation measures in the FEIR, Developer shall be entitled to apply the amount of any
such overage to future Transportation Fees or to satisfy the project's obligations, if any,
to pay the EDTIF pursuant to section 10.7. The amount applicable to such future fees
and obligations will be calculated in accordance with the Consolidated Administrative
Guidelines (Resolution No. 122 -13) for EDTIF improvements, not to exceed the values
established in the EDTIF. Developer will not be entitled to apply as overage its
contribution of necessary project right of way owned by it, but costs associated with all
other right of way acquisitions will be eligible to be so applied.
10.3 Transportation Improvements. Developer agrees to complete the
transportation improvements as specified in Exhibit I at the times therein specified.
10.4 School Site Circulation. Access to proposed new school will
require detailed review and coordination with the Dublin Unified School District (DUSD)
and the City. To meet appropriate access and circulation to and from the school,
Developer shall work cooperatively and in good faith with the DUSD and the City.
Developer shall ensure that all sidewalks, bike lanes and pathways, and vehicular lanes
that provide access and circulation to and from the school are constructed and
connected regardless of the timing of the required frontage improvements associated
with school parcel and /or any other Project parcels.
10.5 Preservation of Iron Horse Trail. Developer agrees to complete its
construction work in a manner that ensures the availability of the Iron Horse Trail. In
particular, Developer shall ensure that a suitable detour is available for Iron Horse Trail
users during any construction activities that disrupt the trail and shall minimize the time
that such detours are in place. Prior to any construction work that impacts Iron Horse
Trail access, Developer shall submit a Traffic Control Plan for the City review and
approval. Developer shall be responsible for securing any rights -of -way or easements
required to construct any necessary detours of the Iron Horse Trail.
10.6 Iron Horse Trail Grade Separated Crossing. Mitigation Measure
3.12 -3 in the Project EIR identifies the need for a grade separated crossing at the
intersection of Dublin Boulevard and Scarlett Drive to maintain adequate levels of
DUBLIN CROSSING DEVELOPMENT AGREEMENT -� $-
service at that intersection and specifies that the Developer shall contribute the Project's
fair share toward the improvements as specified in this Agreement. The Parties agree
that the contributions required by this Section 10.6 satisfy the "fair share monetary
contribution" required by Mitigation Measure 3.12 -3.
10.6.1 Contribution toward Desiqn. Developer will, concurrently
with its execution of this Agreement, contribute $50,000 to the City for the City's use in
designing a grade- separated crossing at the intersection of Dublin Boulevard and
Scarlett Drive. The contribution required by this Subsection shall be treated as an
advance under Subsection 6.3.
10.6.2 Contributions toward Construction. Developer agrees to
contribute, as a component of the Development Agreement Fee, $1,000,000 towards
the construction of the proposed grade- separated crossing. If the City later determines
that it is not feasible to construct the Iron Horse Trail Grade Separated Crossing, the
City may treat the contribution required by this Subsection as an additional portion of
the Community Benefit Payment. The Developer shall not be required to make the
contributions required by this paragraph to the extent that they are due after the
contingent event described in Section 6.2 above occurs. If such contingent event does
occur, and the contributions required by this paragraph cease, Developer shall, so as to
avoid a significant cumulative impact with respect to such crossing, thereafter be
required to pay only the fair share of improvements required by Mitigation Measure
3.12 -3 ( "Fair Share of Iron Horse Bridge Construction ").
10.6.3 Cooperation in Design. Developer agrees to cooperate in
good faith with the City on the City's plan to construct a Class I bicycle /pedestrian grade
separated crossing across Dublin Boulevard serving the Iron Horse Trail. The approach
will be located at or near the northeast corner of the future Dublin Boulevard /Scarlett
Drive intersection. The ultimate location of the approach will be determined by the City
Engineer in coordination with the Developer to provide optimum connectivity to the Iron
Horse Trail in terms of vertical grade and horizontal alignment. Should the City decide
to move forward with the grade separated crossing project, the Developer shall dedicate
the necessary right -of -way for the northern approach in addition to public access
easements if the limits of the approach are outside the ultimate Dublin Boulevard or
Scarlett Drive rights -of -way.
10.7 Eastern Dublin Traffic Impact Fee for ACSPA Property. The
ACSPA Property, unlike the remainder of the Property, is within the boundary of and
subject to the EDTIF. The City's present intention is to remove the ACSPA Property
from the EDTIF. Nonetheless, if the ACSPA Property remains in the EDTIF boundary,
the Developer shall pay the EDTIF as required by the EDTIF for any development on
the ACSPA Property. Developer may use overages created under Section 10.2 to
satisfy this EDTIF obligation to the extent the EDTIF permits EDTIF fee credits to be
used.
11. Compliance with Inclusionary Zoning Ordinance.
DUBLIN CROSSING DEVELOPMENT AGREEMENT _19-
11.1 Developer proposes residential development on the Property.
Pursuant to the City's Inclusionary Zoning Regulations (Chapter 8.68 of the Dublin
Municipal Code) (the "Regulations "), Developers of more than 20 residential units are
required to set aside 12.5% of the units in the project as affordable units as specified.
11.2 Under the Regulations, certain exceptions permit Developers to
satisfy the obligation other than through on -site construction. For instance, part of this
obligation can be satisfied through the payment of a fee in -lieu of construction of units.
In addition, Developers can satisfy their affordable housing obligations by, among other
mechanisms, obtaining City Council approval of an alternative method of compliance
that the City Council finds meet the purposes of the Regulations.
11.3 Developer shall satisfy its affordable housing obligation, for up to
1600 residential units, through the following "alternative method of compliance" under
section 8.68.040.E of the Regulations:
The Project will meet affordability goals by providing a substantial mix of
higher density residential units of relatively smaller sizes that will promote
the City's affordability and Housing Element goals. The City has
determined that a large proportion of residential unit types that the Project
will include are likely to meet the City affordability standard for "moderate
income" units. Of the approximately 88.4 acres of residentially designated
land in the Project, approximately 46.5 acres are designated for between
14.1 and 25 units per net acres, the density of which is likely to produce
smaller units that are likely to meet the affordability standard for moderate -
income units. Furthermore, the project also includes mixed use land use
categories along Dublin Boulevard that will permit residential development
at even higher densities between 20.1 and 60 units per acre.
11.4 Through its approval of this agreement, the City Council hereby
finds that the "alternative method of compliance" in this subsection 11.3 meets the
purposes of the Regulations and will promote the City's affordability and Housing
Element goals, and hereby waives all requirements of the Regulations with respect to
the first 1600 units.
11.5 Development above 1600 units shall be subject to the requirements
of the Regulations.
12. School Site. If the school district has not acquired the school site
identified in the Specific Plan by the first map in Phase 5, the City agrees to process an
application for a tentative map and Site Development Review for residential uses on the
school site in accordance with the standards and guidelines of the Specific Plan
13. Amendment or Cancellation.
13.1 Modification Because of Conflict with State or Federal Laws. If
state or federal laws or regulations enacted after the Effective Date or an action of any
state or federal agency prevents or precludes compliance with one or more provisions
DUBLIN CROSSING DEVELOPMENT AGREEMENT -20-
of this Agreement or the Existing Project Approvals 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 laws
or regulations or with the actions of state or federal agencies in a manner that protects,
to the greatest extent feasible, the vested rights of Developer under this Agreement.
Any such amendment of the Agreement shall be consented to by Developer and
considered by the City Council (in accordance with Chapter 8.56). Each Party agrees to
extend to the other its prompt and reasonable cooperation in so modifying this
Agreement or approved plans.
13.2 Amendment by Mutual Consent. This Agreement may be amended
(in whole or part) in writing from time to time by mutual consent of the Parties hereto (or
their successors), and in accordance with the procedures of State law and Chapter
8.56. When a Party seeking such an amendment owns or, prior to the Acquisition Date,
has an equitable right to only a portion of the whole of the Property ( "Portion "), then
such Party may only seek amendment of this Agreement as directly relates to the
Portion, and the Party owning the other Portion shall not be required or entitled to be a
signatory or to consent to an amendment that affects only the other Party's Portion. If
any Portion of the Property is subject to a document which creates an association which
oversees common areas and any construction or reconstruction on or of the same, then
the association shall be deemed to be the "owner" of that Portion of the Property for the
purpose of amending this Agreement.
13.3 Insubstantial Amendments. Notwithstanding the provisions of the
preceding Section 12.2, any amendments to this Agreement which do not relate to (a)
the term of the Agreement as provided in section 4.2; (b) the permitted uses of the
Property as provided in section 5.1; (c) provisions for "significant" reservation or
dedication of land; (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 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. City's Public Works
Director shall determine whether a reservation or dedication is "significant ".
13.4 Cancellation by Mutual Consent. Except as otherwise permitted
herein, this Agreement may be canceled in whole or in part only by an amendment
which complies with Section 13.2. Any fees paid pursuant to this Agreement prior to the
date of cancellation shall be retained by City.
14. Annual Review.
14.1 Review Date. The annual review date for this Agreement shall be
between July 15 and August 15, 2014 and each July 15 to August 15 thereafter.
14.2 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
DUBLIN CROSSING DEVELOPMENT AGREEMENT -2 -
giving to Developer at least 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 efforts to comply with the provisions of this Agreement. The
burden of proof, by substantial evidence, is upon the Developer.
14.3 Staff Reports. To the extent practical, City shall deposit in the mail
and transmit by electronic mail to Developer a copy of all staff reports, and related
exhibits concerning contract performance at least five (5) days prior to any annual
review.
14.4 Notice of Non - Compliance. If on the basis of the annual review, the
City Council finds and determines, on the basis of substantial evidence, that Developer
has not complied in good faith with the terms or conditions of this Agreement, or if the
City determines that Developer has failed to cure a default in accordance with Section
14.2, the City Council may commence proceedings to enforce, modify or terminate this
Agreement. The City shall provide Developer with forty -five (45) days, or such longer
period as the City and Developer may agree in writing, to respond in writing to such
finding by specifying either how its non - compliance has been cured (or is diligently
being cured) or the grounds upon which it believes that it is complying with this
Agreement. If the response to the Notice of Non - Compliance has not been received in
the offices of the City within the prescribed forty five (45) days, or within such additional
period of time as mutually agreed, the Notice of Non - Compliance shall be conclusively
presumed to be valid, and the City may commence proceedings on termination or
modification of the Agreement. If Developer responds within the time period provided,
the Parties agree to meet in good faith at reasonable times and from time to time for a
period of at least sixty (60) days to arrive at a mutually acceptable resolution of the
matters asserted in the Notice of Non - Compliance and disputed in the response. If after
sixty (60) days, or any extension of time as mutually agreed to by the Parties, the
Parties have failed to arrive at a mutually acceptable resolution of such matter(s), the
City may commence proceedings on termination or modification of this Agreement
pursuant to Section 14.5 of this Agreement.
14.5 Modification or Termination. If the City Council determines to
proceed with modification or termination of this Agreement after following the procedure
under Section 13.5 of this Agreement, the City Council shall give notice to Developer or
successor in interest thereto of its intention to do so in accordance with the procedures
for such notice set forth in Section 8.56.060 and Government Code Section 65858.
The City Council may take such action as it deems necessary to protect the interests of
the City, including but not limited to, the receipt of additional evidence as to Developer's
compliance with the terms of this Agreement.
14.6 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 CROSSING DEVELOPMENT AGREEMENT -22-
15. Default.
15.1 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, without limitation, the remedy of specific performance
of this Agreement; provided the non - defaulting Party has complied with the provisions of
Section 14.2 hereof.
15.2 Notice and Cure. Upon the occurrence of an event of default by
any Party, the nondefaulting Party shall serve written notice of such default upon the
defaulting Party. If the default is not cured by the defaulting Party within thirty (30) days
after service of such notice of default, 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.
15.3 No Damages. In no event shall either Party be liable in damages
for any default or upon termination of this Agreement, it being expressly understood and
agreed that the sole legal or equitable remedy available to either Party for a breach or
violation of this Agreement by the other Party shall be an action in mandamus, specific
performance or other injunctive or declaratory relief to enforce the provisions of this
Agreement by the other Party, or to terminate this Agreement. This limitation on
damages shall not preclude actions by a Party to enforce payments of monies or the
performance of obligations requiring an obligation of money from the other Party under
the terms of this Agreement including, but not limited to obligations to pay reasonable
attorneys' fees and obligations to advance monies or reimburse monies.
15.4 City Right to Terminate Agreement Upon Certain Uncured Defaults.
In the event that Developer fails to make any of the monetary contributions required by
this Agreement when due and thereafter fails to cure after being provided notice and an
opportunity to cure pursuant to Section 14.2, the City shall have an immediate right,
subject to the requirements of Government Code Section 65858, to terminate this
Agreement. The City may do so by notifying the Developer, pursuant to Section 25
below, of its election to do so as of the date specified in the notice of termination.
16. Estoppel Certificate.
16.1 Any 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
DUBLIN CROSSING DEVELOPMENT AGREEMENT -23-
Agreement, or if in default, to describe therein the nature and amount of any such
defaults.
16.2 A Party receiving a request hereunder shall execute and return
such certificate within twenty (20) days following the receipt thereof, or such longer
period as may reasonably be agreed to in writing by the Parties. City Manager of City
shall be authorized to execute any certificate requested by Developer. The certificate
shall be addressed to and may be relied upon by the requesting Party.
17. Mortgagee Protection; Certain Rights of Cure.
17.1 Mortgagee Protection. This Agreement shall not prevent or limit
Developer, in any manner, from encumbering the Property or any portion thereof or any
improvement thereon by any mortgage, deed of trust or other security device securing
financing with respect to the Property ( "Mortgage ").This Agreement shall be superior
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 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.
17.2 Mortgagee Not Obligated. Notwithstanding the provisions of
Section 16.1 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 Project Approvals or by this Agreement or as may be otherwise
authorized by the City.
17.3 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 period 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
cure periods provided in section 14.2 for not more than an additional sixty (60) days
upon request of Developer or a Mortgagee.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -24-
18. Severability; Conflict. The unenforceability, invalidity or illegality
(collectively, "illegality" or "illegal ") of any provisions, covenant, condition or term of this
Agreement (collectively, "provision(s) ") shall not render the other provisions of this
Agreement illegal, and shall be considered "severed" from this Agreement. In the event
of a conflict between this Agreement or any provision hereof and the Project Approvals
or any provision thereof, this Development Agreement shall control.
19. Attorneys' Fees and Costs.
19.1 Prevailing Party. If City or Developer initiates any action at law or in
equity to enforce or to 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.
19.2 Third Party Challenge. 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, the Parties shall cooperate in defending such action or proceeding.
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 the City in defense of any such action.
20. Transfers and Assignments.
20.1 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 servitudes and shall constitute
covenants running 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 all or any part of the Property, (a) is a burden upon such
property, (b) is for the benefit of each other portion of the Property, (c) runs with such
properties, and (d) 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. The provisions of this Section 19.1 are subject and
subordinate to the provisions of Section 12.2 which permit amendment of this
Agreement.
20.2 Developer's Right to Assign. All of Developer's rights, interests and
obligations hereunder (or any portion of such rights which Developer wishes to transfer)
may be transferred, sold or assigned in conjunction with the transfer, sale, or
assignment of the Property subject hereto, or any portion thereof, 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
DUBLIN CROSSING DEVELOPMENT AGREEMENT -25-
withheld or delayed. The City Manager shall consider and decide the matter within
twenty (20) business days after Developer's notice provided and receipt by City
Manager of all necessary documents, certifications and other information required by
City Manager to decide the matter. In considering the request, the City Manager shall
base the decision upon the proposed assignee's reputation, experience, financial
resources and access to credit and capability to successfully carry out the development
of the Property to completion. The City Manager's approval shall be for the purposes
of: a) providing notice to City; b) assuring that all obligations of Developer are allocated
as between Developer and the proposed purchaser, transferee or assignee as provided
by this Agreement; and c) assuring City that the proposed purchaser, transferee or
assignee is financially capable of performing the Developer's obligations hereunder not
withheld by Developer.
20.3 Release Upon Transfer. Upon the transfer, sale, or assignment of
Developer's rights, interests and obligations hereunder pursuant to sections 19.2 or
19.3 of this Agreement, Developer shall be released from the obligations under this
Agreement with respect to the Property transferred, sold, or assigned pertaining to the
Portion of the Property transferred to such transferee, purchaser or assignee to the
extent that such obligations are expressly assumed by the transferee, purchaser, or
assignee. In any event, the transferee, purchaser, or assignee shall be subject to all the
provisions hereof pertaining to the Portion of the Property transferred to such
transferee, purchaser or assignee, and shall provide all necessary documents,
certifications and other necessary information prior to City Manager approval if required
by the provisions of this Agreement. The allocation of rights and responsibilities
between the transferor and transferee shall be set forth in the assignment agreement
executed by such parties.
20.4 Developer's Right to Retain Specified Rights or Obligations.
Developer may withhold from a sale, transfer or assignment of this Agreement or any
portion of the Property transferred, certain rights, interests and /or obligations which
Developer wishes to 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 assignment of
the Property. Developer's purchaser, transferee or assignee shall then have no interest
or obligations for such rights, interests and obligations and this Agreement shall remain
applicable to Developer with respect to such retained rights, interests and /or obligations.
20.5 Termination of Agreement Upon Sale of Individual Lots to Public.
Notwithstanding any provisions of this Agreement to the contrary, the burdens of this
Agreement shall terminate as to any lot which has been finally subdivided and
individually (and not in "bulk ") leased (for a period of longer than one year) or sold to the
purchaser or user thereof (including a homeowners' association or the like) and
thereupon and without the execution or recordation of any further document or
instrument such lot shall be released from and no longer be subject to or burdened by
the provisions of this Agreement; provided, however, that the benefits of this Agreement
shall continue to run as to any such lot until a building is constructed on such lot, or until
DUBLIN CROSSING DEVELOPMENT AGREEMENT -26-
the termination of this Agreement, if earlier, at which time this Agreement shall
terminate as to such lot.
21. Bankruptcy.
The obligations of this Agreement shall not be dischargeable in bankruptcy.
22. Indemnification.
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 injury or property damage which may arise directly or indirectly
as a result of any actions or inactions by the Developer, or any actions or inactions of
Developer's contractors, subcontractors, agents, or employees in connection with the
construction, improvement, operation, or maintenance of the Project, provided that
Developer shall have no obligation under this Section 21 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 delivered or dedicated to and accepted by the City or another public entity (except
as provided in an improvement agreement or maintenance bond). If City is named as a
party to any legal action for which Developer has a duty to defend or indemnify City then
City will cooperate with Developer, will appear in such action and will not unreasonably
withhold approval of a settlement otherwise acceptable to Developer. Notwithstanding
anything to the contrary set forth in this Section 21 or elsewhere in this Agreement, it is
understood that each Party or successor or transferee of Developer is providing the
indemnities described in this Section 21 as to its respective development on its
respective Portion only.
23. Insurance.
23.1 Public Liability and Property Damage Insurance. At all times that
Developer is constructing any improvements that will become public improvements,
Developer shall maintain in effect a policy of commercial 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.
23.2 Workers' Compensation Insurance. At all times that Developer is
constructing any improvements that will become public improvements, Developer shall
maintain Workers' Compensation insurance for all persons employed by Developer for
work at the Project site. Developer shall require each contractor and subcontractor
similarly to provide Workers' 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.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -27-
23.3 Evidence of Insurance. Prior to commencement of construction of
any improvements which will become public improvements, Developer shall furnish City
satisfactory evidence of the insurance required in Sections 22.1 and 22.2 and evidence
that the carrier is required to give the City at least fifteen (15) days prior written notice of
the cancellation or reduction in coverage of a policy.
24. Sewer and Water.
Developer acknowledges that the Project requires water and sewer permits from
the Dublin San Ramon Services District ( "DSRSD ") which is another public agency not
within the control of City.
25. Notices.
All notices required or provided for under this Agreement shall be in writing.
Notices required to be given to City shall be addressed as follows:
City Manager
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Fax No: 925.833.6651
With copies to: City Attorney
Notice required to be given to Developer shall be addressed as follows:
Dublin Crossing Venture LLC
2392 Morse Avenue
Irvine, CA 92614
Attention:
Email:
Bruce Cook
2392 Morse Avenue
Irvine, CA 92614
Email:
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 business day or by
facsimile transmission which shall be deemed given upon verification of receipt.
26. Recitals.
The foregoing Recitals are true and correct and are made a part hereof.
DUBLIN CROSSING DEVELOPMENT AGREEMENT -28-
27. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement of the
parties with respect to this Agreement.
28. Exhibits.
The following documents are referred to in this Agreement and are attached
hereto and incorporated herein as though set forth in full:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit 1
29. Counterparts.
Legal Description and Plat of Army Property
Legal Description and Plat of NASA Property
Legal Description and Plat of ACSPA Property
Diagram of Project Phases
Components of Development Agreement Fee
Examples of Operation of Development Agreement
Fee Advances and Applications
Community Facilities District Financial Provisions
Current EDTIF Rates
Transportation Improvements and Triggers
This Agreement is executed in three (3) duplicate originals, each of which is
deemed to be an original.
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:
Joni Pattillo, City Manager
Attest:
DEVELOPER
DUBLIN CROSSING VENTURE
LLC,
a Delaware limited liability
company
DUBLIN CROSSING DEVELOPMENT AGREEMENT -29-
Caroline Soto, City Clerk Its:
Approved as to form
John Bakker, City Attorney
2185475.1
DUBLIN CROSSING DEVELOPMENT AGREEMENT -30-
Exhibit A
Legal Description and Plat of the Army Property
Exhibit — "
United States 0fAmerica Property
Land Description of 8 p8[Ce| Of |8Od situate in the City of OUb|iD' County of Alameda, State of
California, and being a portion of the lands described in the Final Judgment on the Declaration of
Taking, ADleDdUleDi to Declaration of Taking, and GeCOOd Amendment to Declaration of Taking
entitled United Gt8t8S of America v. 3390 @C[eS Of |@Od' A|8rOedG and (|ODtr@ Costa Counties,
California, Ada Clement, et 8|., filed On July 21' 1947 in the District Court Ofthe United States in
and for the Northern District 0f California Southern Division, and recorded in Book 5132'8[Page
1 of Official Records Of Alameda County, same parcel being @ portion Ofthat 180.126 acre Parcel
ShVvvD OO that certain [n@p entitled Record of Survey NO. 2031' filed OO May R' 2006 in Book 31
at Page 28 of Maps, Official Records of said County and being more particularly described as
Beginning at the northeast corner 0fParcel E as ShOvvD VD P8[Ce| Map 7385 filed on October
31'2OOOiO Book 254ofMaps at Page 28' Official Records Vf said County, said point also being
on the easterly line Of said 10O.12Oacre Parcel; Thence along the boundary Of the 18O.12Oacre
Parcel and the northerly line of the subdivision shown on said Parcel Map 7395 for the following
three (3) courses: /1\ South 52" 40' 40" \8/8St - 871.43 feet to the beginning Of @ curve to the
right, (2) in @ southwesterly direction, 1281.88 feet along the arc Of said curve tO the right, having
8 [8diUS Of 1905.00 feet, and through 8 central angle of 38' 32' 55", and (3) North 88" 40' 31"
West - 1214.28 feet to the most southwesterly cOrO8[ of the 180.126 acre Parcel; Thence
CODtiDUiDA 8|ODg the boundary of the 180.126 8CFe Parcel for the fO||OvviOg DiO8 (9) COUrs8S: (1)
North 48"28'48" West -1113.D5 feet, (2) North 43°31'14" East -1OU.00 feet, (3) North 4R°28'
o:\jom008m81
46" VVest- 1123.43 feet tUthe beginning of curve tOthe right, (4) in a northwesterly direction,
3OM.08 feet along the arc Of said curve t0 the right, having 8 radius Of113O9.19 feet, and through
@ central angle VfO1"33'39,(5) North 01"13'OS" East -1O5.bO feet, (0) South 88"24'OS" East
-31O7.51 feet, /7\ North 38°42'O3" East -72O.90 feet, /8\ South 88°24'OS" East -1353.13feet,
(9) South D1"23'35" VVHSt- 148O.O0 feet [0the Point of Beginning.
Excepting therefrom that parcel of land ShVvvO as NASA On Said RBCO[d of Survey NO. 2031'
more particularly described GSfollows:
Beginning at the northwest corner of that parcel of land shown as NASA; Thence South 88°20
23" East - 1245.99 feet; Thence South O1" 35' 2O" West -315.5Ofeet; Thence South 42' 12' 34"
West -47.O1 feet; Thence North 88"24'15" West -823.S4 feet; Thence North 40°28'4O'' West -
525.48 feet to the Point of Beginning.
Containing 171.7 acres of land area, more or less.
End of Description
o:\jWoo8\0m/ uoez
•
4
Line Table
Line
Bearing
Distance
L 1
N46T8'46 "W
111305'
L2
N43 °31 '14 "E
100.00'
1ONMeI�:��1i��1
PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR
111►1101I .' KIN _ 1 a ►� C ' C 1
CITY OF DUBLIN, ALAMEDA COUNTY, CALIFORNIA
G l4es"\M076lMAPP vclRA TS\MD c
� �J?,x.,sS�►i � /gym" r` %F,
RUGGERI- JENSEN -AZAR
ENGINEERS - PLANNERS • SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON, CA 94588
PHONE: (925) 227- -9100 FAX: (925) 227 -9300
SCALE: DATE: JOB NO.:
1" =800' 10 -31 -2013 081076
Exhibit B
Legal Description and Plat of the NASA Property
Exhibit — ""
NASA Property
Land Description of8 parcel of land situate in the City of Dublin, County of Alameda, State of
California, and being 8 portion Uf the lands described iD the Final Judgment On the Declaration Of
Taking, Amendment to Declaration of Taking, and Second Amendment to Declaration of Taking
entitled United @t3LeS of America v. 3300 acres Of land, A|8nled8 and COni[8 [|OSt8 COUDUeS.
California, Ada C|8[DBOt' 8t8|.' filed OO July 21, 1947 in the District Court Ofthe United States in
and for the NUdh8[D District OfCalifornia Southern Division, and neCO[d8d in Book 5132, at Page
1 Of DOiCi8| RBCOndS of Alameda County, S8[De pa[C8| being all of that parcel Of land ShOvVO as
NASA on that certain map entitled Record Of Survey NO. 2031, filed OD May O` 2008 in Book 31
at Page 28 Of yW8pS. Official Records of said County and being more particularly described as
Beginning at the northwest corner Ofthat p8rC8| Of land shown as NASA; Thence 8|OOQ the
boundary Of said land South 88"28'23" East -1245.98 feet tO the northeast corner Cf said land;
Thence South O1^35'2O" West -315.58 feet k} the more northerly southeast corner Of said land;
Thence South 42"12'34" West -47.81 feet [O the more southerly southeast corner Of said land;
Thence North 88"24'15" West -823.04 feet tO the southwest corner Of said land; Thence North
46" 28'46" West- 525.48 feet to the Point of Beginning.
Containing 8.5 acres of land area, more or less.
End of Description
o:�joeomom
i
N
0 200 400
( IN FEET )
1 inch = 200 ft.
P 0. B. .
N43 °31 '1
100.
wwall
UMTEr 5 T 7'-FS OF A MERJC.I
51.2 OR 1
I�M414 :11:10xDo]
S88 026'23 "E 1245.99'
PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR
NASA PROPERTY
CITY OF DUBLIN, ALAMEDA COUNTY, CALIFORNIA
POINT OF BEGINNING
S42 %2'34 "W
47.81'
UNTED STATES OF AMER1 A
5132 JR 1
°s-
.!
N
I
� 1�zau las�o�sl�arrwc�vurslNasaaxc
IL
RUGGERI- JENSEN -AZAR
EN G I N E E R S • P L A N N E R S ■ SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON, CA 94588
PHONE: (925) 227 -9100 FAX: (925) 227 -9300
SCALE: DATE: JOB NO.:
1" =200 10 -31 -2013 081076
Exhibit C
Legal Description and Plat of the ACSPA Property
Exhibit — "A"
Alameda County Property
Land Description of a parcel of land situate in the City of Dublin, County of Alameda, State of
California, and being all of Parcel "C" and Parcel 3 as shown on Parcel Map 7395 filed on October
31, 2000 in Book 254 of Maps at Page 28, Official Records of said County and being more
particularly described as follows:
Beginning at the most southwesterly corner of Parcel "C" as shown on the attached plat; Thence
along the boundary of said Parcel "C" the following three (3) courses: (1) North 20° 35' 11" West
- 21.65 feet, to the beginning of a curve to the left, from which point the center bears North 200
35' 11" West, (2) in a northeasterly direction, 556.44 feet along the arc of said curve to the left,
having a radius of 1905.00 feet, and through a central angle of 16° 44' 09 ", and (3) North 520 40'
40" East - 848.36 feet to the most northerly corner of Parcel "C "; Thence along the easterly lines
of Parcel "C" and Parcel 3 South 01 ° 23' 35" West - 762.26 feet to the most southeasterly corner
of Parcel 3; Thence South 460 33'45" West - 7.28 feet; Thence along the southerly lines of Parcel
3 and Parcel "C" for the following two (2) courses: (1) North 88° 16' 05" West - 590.44 feet to the
beginning of a curve to the left, and (2) in a southwesterly direction, 542.42 feet along the arc of
said curve to the left, having a radius of 2087.00 feet, and through a central angle of 14° 53' 29"
to the Point of Beginning.
Containing 8.7 acres of land area, more or less.
End of Description
G: \job2008\ 081076 \Survey \Documents \Descriptions \DA_ County.docx
P.O.B. POINT OF BEGINNING
(T) TOTAL
0 200 400
IN FEET
1 inch = 200 ft.
71,
0
4
W�-35 3 o , 4
;60
905.00'
R--20,87-00
L�=542.42'
3
�'j P.O.B.
N20035 W(R)
21.5 5 N I J -0,9J4 - W(R)
I
4 °53-ZY N88016—'05';'—W —590.44)
DUBLIN BOULEVARD
S46 °33'45 "W
728'-
EX?iIBIT C
PLAT TO ACCOMPANY LEGAL DESCRIPTION
FOR
ALAMEDA COUNTY
SURPLUS AUTHORITY PROPERTY
CITY OF DUBLIN, ALAMEDA COUNTY, CALIFORNIA
0
1 P14
2-
Q
15
0
-0
a l"2006�=076lMAPPWGVWSWAUMA 0"TY.DW
RUGGERI-JENSEN-AZAR
ENGINEERS - PLANNER S ' SURVEYORS
4690 CHABOT DRIVE, SUITE 200 PLEASANTON, CA 94588
PHONE: (925) 227-9100 FAX: (925) 227-9300
SCALE: DATE: JOB NO.:
1" =200' 10-31-2013 1 081076
H
W
H
Q
Z
F-
C?
W
0
w
0.
0
H
W
Q
0
O
O
0
0
O
�
C)
O
6q
6 q
O
fd
0
O
0
0
0
C)
00
N
LL
LL
6q
�
U
00
O
O
O 69.
O
O
O
O
O
O
66r}-
�
0
0
0
0
0
LLI
oo0
00
eq
O
000
Q
00
Ln
T-:
(V
LL
V
T--
60-
69
69
O
LO
O
LO
N
O
N
C)
L
M
I-
00
M
L6
N
O
LO
N
(0
CL
O
M
Cfl
69
CO
I-
LO
LL
LO
O
r
1-
+.
N
69
69
Eft
C
Ef}
69
N
E
O
O
O
O
O
O
O
Q
O
O
O
O
O
O
O
W
LO
O
O
O
O
fl-
lC)
69
O
O
O
00
O
LO
�+
O
E
Q
O
�
Lc)
r
00
T-
r-
69
N
69
N
60-
0
6q
6F}
613-
O
K
W
�
N
�
O
O
_
O
�-
N
C
O
0
V
c i
C6
CC)
ti
O
CO)
O
O
�
O
CO
O
Oi
N
r
r
O
Q.
E
O
U
c�a
c
a�
E
U
o
°
c
m
CU
U
O
Lu
0
0
_
O
C
f!
F,
c
—
m
�'
N
C
I— O
+
C
C
N
c
W
U
cn
°
U
c
N
O
o
c
O ,=
O .�
Q
c
Fn
E
Y
E
(n
U)
Y
U
0U
Q
n
FO-
U
�U
Exhibit F
Examples of Operation of Development Agreement Fee
Advances and Applications
b
cd
cd
..n
U
U O
� O
U O
0
44
,a; o
� o
o
W U m 00
w
U
0 0
o , rz
U
O
tb,Q O
y O
Z
O
.zy
U
'n
O 0
U U
00
Cq
N
O O
O O
O O
$g)= EF}
0
0
0
0
0
00
cV
00
Ln
N
N
ff}
O
O
O
o
0
CD
O ono ono
ono
tn
r N
N
00
0O
a: s
0
0
N M
=
0
C
0 O
A
sr N
u 0
0 0
c
C
0
0
w
N
°
�
V
0 pq
f--4E)-
O
O
O
O
O
y
O
O
O
O
O
O
O
O
O
O
Cq
to
�
�
�
N
O
W
GFD-
U O
� O
U O
0
44
,a; o
� o
o
W U m 00
w
U
0 0
o , rz
U
O
tb,Q O
y O
Z
O
.zy
U
'n
O 0
U U
00
Cq
N
O O
O O
O O
$g)= EF}
0
0
0
0
0
00
cV
00
Ln
N
N
ff}
0 0 00 o
cn M M c- M
O t t
t
-
O ono ono
ono
tn
r N
N
00
0 0 00 o
cn M M c- M
O O O
44 v an N u a) U 4w ++ �+
v� (n v m , m V)
O �4 O d 00
H U as ra� as aa� a cn U N -r cn
N
F
r
F
O y
W
C)
o �
U
... F
O O
H U
O
0
0
0
U
O
O
O
U
U
U
0
U
U
U
U
cd
bq
b
0
0
a�
w
0
0
U
O
O
U
N
O
O
0
U
0
H
a: s
N M
M L
L u
0 O
sr N
u 0
N
F
r
F
O y
W
C)
o �
U
... F
O O
H U
O
0
0
0
U
O
O
O
U
U
U
0
U
U
U
U
cd
bq
b
0
0
a�
w
0
0
U
O
O
U
N
O
O
0
U
0
H
v
U
M
.
t-
tt
O f..)-
d4
y
It
N
V
00
O
M
++
O
M
N
V
O
0
V
O
N
H
U4
rL
4-�
'++ > 0
+
U
-
W
0 Cl)
�
U
O �
a�
V
v
O
o
0
0 Cl)
U
a�
O
't
00
0
0
O
.-
�
0
0
OLr�
Lr
N
Ln
N
N
d'
O
O
Ln
G.)
1051=
L
4
V
r
Ln-
��„
-Ell
• � 6UJ
V
U
U
W
00
rn
00
rn
O
O
\0
LLr)
O
Q)
Ln
rn N
M
O
r
O
O
y y M
I-
O
O
r
dI-
O
o ^°
�
O a
s
a
�
� U
3-r
Cd
O
M
N
N
O
.0
O
N
00
M
O
.--�
M
�
U
�
U
�
O
O
V
N
4
�
ACT
U
N
.N
u
O
W
.-
N
M
G
Exhibit G
COMMUNITY FACILITIES DISTRICT FINANCING PROVISIONS
1.1 Formation of CFDs and Designation of Improvement Areas
(a) Background. Developer and the United States of America,
represented by The Department of the Army (the "Army "), executed the Exchange
Agreement, dated March _, 2011 (the "Exchange Agreement ") whereby the Army
will convey certain property (the "Exchange Property ") to Developer following
completion of certain improvements by Developer to other property owned by the
Army. Under the Exchange Agreement, the Exchange Property is divided into six
phases, known as Phases 1A, 1B, 2, 3, 4, and 5. The Army will convey the Exchange
Property to Developer in five separate transactions, with the first conveyance
consisting of Phase 1A and Phase 1B (herein, the "Initial Phases ") and the four
additional conveyances consisting of Phase 2, Phase 3, Phase 4, and Phase 5 (each,
a "Subsequent Phase "). Both the Initial Phases and each Subsequent Phase will be
conveyed only upon the completion of certain improvements by Developer, as detailed
in the Exchange Agreement.
(b) Formation. City shall, if it elects to do so, establish a community
facilities district ( "CFD") pursuant to the Mello -Roos Community Facilities Act of 1982,
as amended (the "CFD Act ") in the manner described in this Section 1, consisting
initially of the Initial Phases. As each Subsequent Phase is acquired by Developer, it
will be annexed into the CFD in the manner described in this Section 1. The Initial
Phases and each Subsequent Phase will be designated as its own improvement area
of the CFD ( "Improvement Area ") under the CFD Act.
(c) Petition. At any time after acquisition of the Initial Phases by
Developer, Developer may petition City under the CFD Act to (i) establish the CFD
over the Initial Phases, (ii) to designate the Initial Phases as Improvement Area No. 1,
(iii) identify each Subsequent Phase as property to be annexed into the CFD in the
future, and (iv) designate each Subsequent Phase as a separate Improvement Area. In
its petition, Developer may include proposed specifications for each Improvement Area
of the CFD, including special tax rates, CFD boundaries and any proposed tax zones
within the Improvement Areas of the CFD, the total tax burden that will result from the
imposition of the special taxes (subject to the 1.75% Limitation (as defined below) for
residential units), and other provisions. Developer's proposed specifications will be
based on Developer's development plans, market analysis, and required preferences,
but in all cases will be subject to this Development Agreement and the CFD Goals (as
defined herein).
(d) Commencement of Formation of CFD.
(i) Within ninety (90) days following City's receipt of a petition
and any deposit required by Section 53318 of the CFD Act, the City Council shall adopt
a resolution of intention to form the CFD and to designate the Improvement Areas
consistent with the petition. The CFD shall be formed initially over the Initial Phases and
each Subsequent Phase shall be identified in the proceedings to form the CFD as
property for future annexation. The Initial Phases shall be designated as Improvement
Area No. 1, and shall have a separate rate and method of apportionment of special tax
(an "RMA "), authorization to issue one or more series of special tax bonds ( "CFD
Bonds "), and an appropriations limit. Each Subsequent Phase shall be designated as a
separate Improvement Area to be annexed in the future, complete with a separate
RMA, authorization to issue CFD Bonds, and appropriations limit. A separate notice of
special tax lien required by Section 3114.5 of the California Streets and Highways Code
(the "Notice of Special Tax Lien ") shall be recorded against the Initial Phases and
each Subsequent Phase upon completion of formation of the CFD or annexation to the
CFD, as applicable.
(e) Annexation of Subsequent Phases. As each Subsequent Phase is
acquired by Developer pursuant to the Exchange Agreement (an "Acquired Phase "),
Developer may submit to the City a written consent, unanimous approval, and ballot of
all owners of the Acquired Phase (collectively, the "Unanimous Approval ") to the
annexation of the Acquired Phase to the designated Improvement Area of the CFD.
The Unanimous Approval will specifically agree to the special tax rates set forth in the
RMA for such Improvement Area, the bond authorization for such Improvement Area,
and the appropriations limit for such Improvement Area, and will direct the City to
record a Notice of Special Tax Lien against the Acquired Phase. Upon receipt of the
Unanimous Approval, the City shall take all steps necessary to record a Notice of
Special Tax Lien against the Acquired Phase. Pursuant to Section 53329.6 of the CFD
Act, from and after the recordation of the Notice of Special Tax Lien on the Acquired
Phase, the Acquired Phase shall be considered annexed to the CFD within its
designated Improvement Area without any further action on the part of the City. City
and Developer acknowledge that upon recordation of the Notice of Special Tax Lien on
the Acquired Phase (A) the newly- created Improvement Area shall be authorized to
finance any of the Facilities (as defined herein) and (B) the Acquisition Agreement (as
defined herein) shall be applicable to the newly- created Improvement Area such that
the Facilities may be financed pursuant to the Acquisition Agreement from any CFD
Bonds and Remainder Taxes (as defined herein) of such newly- created Improvement
Area.
(f) Authorized Facilities. The CFD and each Improvement Area shall
be authorized to finance all of the Facilities (as defined in Section 1.2), irrespective of
the geographic location of the improvements financed. The City has determined that
the Facilities benefit the CFD and each Improvement Area as a whole, and therefore
any of the Facilities may be financed in any Improvement Area without regard to
specific benefit to such Improvement Area.
K
(g) Joint Community Facilities Agreements. Under the CFD Act, City
may be required to enter into one or more joint community facilities agreements with
other governmental entities that will own or operate any of the Facilities to be financed
by the CFD. The City and Developer agree that they will take all steps necessary to
procure the authorization and execution of any required joint community facilities
agreements with other governmental entities before the issuance of any CFD Bonds
that will finance the construction or acquisition of Facilities that will be owned or
operated by such other governmental entities.
1.2 Scope of CFD- Financed Costs. The CFD and each Improvement Area
shall be authorized to finance all or any portion of the facilities described in Section
53313.5 of the CFD Act and any capital fees, including, but not limited to the
Community Benefit Payment (collectively, the "Facilities ").
1.3 Parameters of CFD Formation.
(a) Cooperation. Developer and City agree to cooperate reasonably in
developing each RMA to be used in each Improvement Area of the CFD. Each RMA
shall be consistent with this Development Agreement and the Developer's petition.
Developer and City will each use good -faith reasonable efforts at all times to furnish
timely to the other, or to obtain and then furnish to the other, any information
necessary to develop each RMA, such Developer's plans for the types, sizes,
numbers, and timing for construction of buildings, within each Improvement Area.
Each Improvement Area of the CFD will be subject to its own RMA.
(b) Assigned Special Tax Rates for Developed Property. Each RMA
will specify special tax rates for Developed Property (property for which a building
permit has been pulled) within the Improvement Area (each an "Assigned Special
Tax Rate "). The Assigned Special Tax Rates for Developed Property may vary based
on sizes, densities, types of buildings to be constructed, and other relevant factors.
Each RMA will establish Assigned Special Tax Rates assuming that any CFD bonds
issued will have a debt service coverage -ratio of one hundred ten percent (110 %).
(c) Total Tax Obligation. The Assigned Special Tax Rates will be set
so that the Total Tax Obligation (as defined below) on any residential unit within an
Improvement Area will not exceed one and three - fourths percent (1.75 %) of the
anticipated sales price of that residential unit (the 1.75% Limitation "). The anticipated
sales price of a residential unit may be based on reasonable projections of value over
time. If an RMA for an Improvement Area is modified to increase the special tax rates
through Change Proceedings (as defined herein), the increased Assigned Special Tax
Rates will be not exceed amounts that will cause the Total Tax Obligation on any
residential unit within such Improvement Area to exceed the 1.75% Limitation when the
proposed modification goes into effect.
3
(i) For purposes of this Section 1.3, the term "Total Tax
Obligation" means, with respect to a residential unit at the time of calculation, the sum
of: (a) the ad valorem taxes actually levied or projected to be levied if the residential unit
were developed at the time of calculation; (b) the Assigned Special Tax Rates levied or
projected to be levied if the residential unit were developed at the time of calculation;
(c) all installments of special assessments if the residential unit were developed at the
time of calculation; and (d) all other special taxes (based on assigned special tax rates)
or assessments secured by a lien on the residential unit levied or projected to be levied
if the residential unit were developed at the time of calculation.
(d) Escalation of Special Tax Rates. At Developer's request, each
RMA will provide for annual increases in the special tax rates in an amount not to
exceed two percent (2 %) per year.
(e) Priority for Annual Levy of Special Taxes. Each RMA will provide
for the levy of special taxes to fund debt service on CFD Bonds (not including
capitalized interest), administrative costs, and Facilities (collectively, the "Special Tax
Requirement ") according to the priorities set in the Indenture, which shall be as
follows: (i) first, special taxes will be levied on each parcel of Developed Property at
the applicable Assigned Special Tax Rate, regardless of whether City has issued CFD
Bonds or the debt service requirements for any existing CFD Bonds, before applying
any capitalized interest; (ii) second, to the extent the funds to be collected under
clause i will not be sufficient to satisfy the Special Tax Requirement in full after
application of any capitalized interest, special taxes will be levied proportionately on
each parcel of Undeveloped Property, up to one hundred percent (100 %) of the
applicable Maximum Special Tax Rate; and (iii) third, to the extent the funds to be
collected under clauses (i) and ii will not be sufficient to satisfy the Special Tax
Requirement in full after application of any capitalized interest, additional special taxes
will be levied proportionately on each parcel of Developed Property, so long as the
total levy on Developed Property under clauses (i) and Liiq does not exceed the
applicable Maximum Special Tax Rate.
(f) Use of Remainder Taxes.
(i) Developer and City contemplate that, within each
Improvement Area of the CFD, Facilities will be paid from Remainder Taxes (as defined
below) both before and after the issuance of CFD Bonds for such Improvement Area.
Accordingly, each RMA will provide that Remainder Taxes may be used to finance
Facilities. For each CFD, annually, on the day following each Principal Payment Date
(as defined below) for such Improvement Area, all Remainder Taxes for such
Improvement Area will be deposited in the applicable Remainder Taxes Project Account
(as defined below).
(1) The term "Remainder Taxes" means, in each year, as of the
4
day following the Principal Payment Date for an Improvement
Area, all special taxes collected prior to such date in such
Improvement Area in excess of the total of: (a) debt service on
the outstanding CFD Bonds for the applicable Improvement
Area due in the current calendar year, if any; (b) priority and any
other reasonable administrative costs for the applicable
Improvement Area payable in that fiscal year; and (c) amounts
levied to replenish the applicable reserve fund as of the
Principal Payment Date, including amounts reserved for
reasonable anticipated delinquencies, if any.
(2) The term "Principal Payment Date" means, either before or
after CFD Bonds are issued, September 1 of each year,
regardless of whether principal payments are actually due in
any particular year.
(3) The term "Remainder Taxes Project Account" means a
separate account created by City for the CFD and maintained
by City to hold all Remainder Taxes for all of the Improvement
Areas of the CFD to be used for financing Facilities.
(g) No Pledge for Debt Service. Remainder Taxes deposited in the
Remainder Taxes Project Accounts will not be deemed or construed to be pledged for
payment of debt service on any CFD Bonds, and neither Developer nor any other
person will have the right to demand or require that the City or Fiscal Agent, as
applicable, use funds in the Remainder Taxes Project Account to pay debt service.
(h) Prepayment. The RMA will include provisions allowing a property
owner within an Improvement Area that is not in default of its obligation to pay special
taxes to prepay special taxes in full or in part based on a formula that will require
payment of the property owner's anticipated total special tax obligation. Prepaid
special taxes will be placed in a segregated account in accordance with the applicable
Indenture. The RMA and the Indenture will specify the use of prepaid special taxes.
Before CFD Bonds are issued for an Improvement Area, all prepayment amounts other
than those required for administrative expenses shall be used to finance Facilities.
1.4 Issuance of CFD Bonds
(a) Issuance. Subject to the Bond Issuance Conditions Precedent
(defined below), City, on behalf of the CFD, intends to issue one or more series of CFD
Bonds on behalf of each Improvement Area for purposes of this Development
Agreement. Developer may submit written requests that City issue CFD Bonds,
specifying requested issuance dates, amounts, and main financing terms. Following
Developer's request, Developer and City will meet with City's public financing
5
consultants to determine reasonable and appropriate issuance dates, amounts, and
main financing terms that are consistent with this Development Agreement and the
CFD Goals. The CFD Bonds shall be issued pursuant to an indenture, trust
agreement, or fiscal agent agreement (however denominated, an "Indenture ")
between the CFD and a fiscal agent or trustee (however denominated, the "Fiscal
Agent ").
(b) Bond Issuance Conditions Precedent. The Developer and City
agree that the following three conditions must be satisfied with respect to the property
that is the security for the CFD Bonds before the City will issue a series of CFD Bonds
(collectively, the "Bond Issuance Conditions Precedent "):
(i) The Alameda County Assessor's Office confirms that the
property upon which special taxes will be levied as security for the series of CFD Bonds
is on the secured tax rolls of Alameda County and is subject to ad valorem taxation.
The purpose of this condition is to ensure that the property securing the CFD Bonds is
no longer owned by the Army or other governmental agency and is subject to tax levy
by the County.
(ii) Compliance with the CFD Goals.
(iii) With respect to the public improvements required as
conditions to development approval for any phase of the development project, and
before any CFD bonds are issued upon the security of special taxes to be levied on the
property within that phase, Developer shall have provided information to City that
describes to the City's reasonable satisfaction how Developer will finance any of those
improvements that are not to be acquired with bond proceeds.
(c) Payment Dates. So that Remainder Taxes may be calculated on
the same date for all Improvement Areas and CFD Bonds, each issue of CFD Bonds
shall have interest payment dates of March 1 and September 1, with principal due on
September 1.
(d) Term. CFD Bonds will have a term of not less than thirty (30) years
and not more than thirty -five (35) years unless Developer and City agree otherwise.
1.5 CFD Goals
(a) CFD Goals. Under Section 53312.7 of the CFD Act, prior to
formation of the CFD, the City must consider and adopt local goals and policies
concerning the CFD (the "CFD Goals "). The City has not yet established the CFD
Goals, but will prior to formation of the CFD. The City shall not adopt CFD Goals that
are inconsistent with this Development Agreement unless required under the CFD Act
or other controlling State or federal law. In particular, the CFD Goals shall include the
following provisions, each of which the Developer is relying on:
N
(i) Value -to -Lien Ratio. The appraised or assessed value -to-
lien ratio required for each CFD Bond issue will be three to one (3:1), unless a lesser
amount is mutually agreed to by the City and Developer.
(ii) Coverage Ratio. An issue of CFD Bonds will not have a
debt service coverage -ratio of less than one hundred ten percent (110 %), unless
otherwise agreed to by City.
(iii) Letter of Credit. So long as the value of the property in the
Improvement Area is at least equal to the required value -to -lien ratio, the City shall not
require the Developer or any property owner in the Improvement Area provide a letter of
credit or other credit enhancement as security for the payment of special taxes in the
CFD.
1.6 Miscellaneous CFD Provisions
(a) Reserve Fund Earnings. The Indenture for each issue of CFD
Bonds will provide that earnings on any reserve fund that are not then needed to
replenish the reserve fund to the reserve requirement will be transferred to: (i) the
project fund for the CFD Bonds for allowed uses until it is closed in accordance with
the Indenture; then (ii) the debt service fund held by the Fiscal Agent under the
Indenture.
(b) Authorization of Reimbursements. City will take all actions
necessary to satisfy section 53314.9 of the Government Code or any similar statute
subsequently enacted to use CFD Bond proceeds and Remainder Taxes to reimburse
Developer for: (i) CFD formation and CFD Bond issuance deposits; and (ii) advance
funding of Facilities or costs.
(c) Acquisition Agreement. Contemporaneously with the formation of
the CFD, Developer and City will execute an acquisition and funding agreement (the
"Acquisition Agreement ") that will apply to the acquisition and construction of the
Facilities for each and every Improvement Area of the CFD. The Acquisition
Agreement shall be structured so that it is automatically applicable to any financing by
special taxes levied in, or CFD Bonds issued for, a Subsequent Phase annexed into its
respective Improvement Area of the CFD, without requiring any modifications to the
Acquisition Agreement or any further approvals by the City. The Acquisition Agreement
shall contain an acknowledgment by the City and Developer as to the following:
(i) Developer may be constructing Facilities before CFD Bond
proceeds and Remainder Taxes (herein, "Funding Sources ") will be used to acquire
them are available;
(ii) The Department of Public Works will inspect Facilities and
process payment requests even if Funding Sources for the amount of pending payment
requests are not then sufficient to satisfy them in full;
(iii) Facilities may be conveyed to and accepted by the City or
other governmental entity before the applicable payment requests are paid in full;
(iv) If the City or other governmental entity accepts Facilities
before the applicable payment requests are paid in full, the unpaid balance will be paid
when sufficient Funding Sources become available, and the Acquisition Agreement will
provide that the applicable payment requests for Facilities accepted by the City or other
governmental entity may be paid: (A) in any number of installments as Funding
Sources become available; and (B) irrespective of the length of time payment is
deferred; and
(v) Developer's conveyance or dedication of Facilities to the City
or other governmental entity before the availability of Funding Sources to acquire the
Facilities is not a dedication or gift, or a waiver of Developer's right to payment of
Facilities under this Development Agreement or the Acquisition Agreement.
(d) Initial and Continuing Disclosure. In connection with each issue of
CFD Bonds, the Developer shall provide customary disclosure about the Developer
and its development and financing plans. In addition, Developer shall comply with all
of its obligations under any continuing disclosure agreement it executes in connection
with the offering and sale of any CFD Bonds. Developer acknowledges that a
condition to the issuance of any CFD Bonds may be Developer's execution of a
continuing disclosure agreement.
(e) No Other Land - Secured Financings. Other than the CFD, City shall
not to form any additional land- secured financing district over any portion of the
property in the Project without Developer's written consent which may be given in its
sole discretion.
(f) Prevailing Wages. If a CFD is formed, the Developer shall require,
and the specifications and bid and contract documents shall require, all contractors
engaged to perform work on a public work of improvement to pay prevailing wages and
to otherwise comply with applicable provisions of the California Labor Code.
2188364.1
0
I
EASTERN DUBLIN TRAFFIC IMPACT FEE
Effective May 17, 2010
Health Club
Residential (Within Transit Center)
Bowling Center
High Density Dwelling (more than zA units per acre)
$3,429 /unit
Residential (Outside of Transit Center)
Tennis Courts
Low Density Dwelling (up to 6 units per acre)
$8,410 1unit
Medium Density Dwelling (6.1 -14 units per acre)
$8,410 /unit
Medium /High Density Dwelling (14.1 -25 units per acre)
$5,887 1unit
High Density Dwelling (25.1 or more units per acre)
$5,046 1unit
Second Units per Sec. 8.80 of the Municipal Code
$5,046 /unit
Non - Residential
Industrial (without retail)
Development Other Than Residential
$ 735 /trip
LAND USE ESTIMATED WEEKDAY VEHICLE
INon- Residentiall TRIP-GENERATION RATE'
HOTEL/MOTEL OR OTHER LODGING: 10 /room
OFFICE:
Standard Commercial Office 20/1,000 sf
RECREATION:
Recreation Community Center
26/1,000 sf
Health Club
40/1,000 sf
Bowling Center
33/1,000 sf
Golf Course
8 /acre
Tennis Courts
33 /court
Theaters:
3 1bed
Movie
220 /screen
Live
0.2/seat
Video Arcade
9611,000 sf
EDUCATION
Private Schools
1.5 /student
Daycare/ Pre - school
2.41student
HOSPITAL:
General
12/bed
Convalescent/Nursing
3 1bed
Clinic
24/1,000 sf
CHURCH:
9/1,000 sf
INDUSTRIAL:
Industrial (with retail)
16/1,000 sf
Industrial (without retail)
8/11,000 sf
* Sources of Information for Trip Generation Rates: Institute of Transportation Engineers (ITE)
and San Diego Association of Governments (SANDAG). These trip generation rates are based
on averages. Most retail uses are given a 35% pass -by reduction.
Land uses that are shaded will always pay at the individual trip rate as these uses tend to generate
destination trips. Commercial /retail and certain recreation uses will pay at the individual trip rate if
the site Is a stand -alone land use; if.the land use is part of a larger shopping center, the appropriate
shopping center trip rate will apply.
Page 1 of 2
2/26/2010 g:LEDT1F UPDATEIExhibli C -Fee Rates 2009 Translf Center Fee Reducifan Update I)RAFT
EASTERN DUBLIN TRAFFIC IMPACT FEE
Effective May 17, 2010
ESTIMATED WEEKDAY VEHICLE
LAND USE TRIP GENERATION RATE
(Non - Residential) WITH PASS -BY)
RESTAURANT:
Located Within a Shopping Center (may be separate legal parcels but with shared parking and Internal vehicle/
pedestrian connections to adjacent commercial parcels):
Quality (leisure) See appropriate Shopping Center Rate
Sit -down, high turnover (usually chain other than fast food) See appropriate Shopping Center Rate
Bar/Tavern See appropriate Shopping Center Rate
Fast Food (w /o drive through
�_._. _ See ap ropriate Sh�ing Center R;a�tge
Restaurant uses shall be as defined in the Trip Generation Manual, Institute
Final determination shall be made by the Public Works'Director,
AUTOMOTIVE:
Transportation Engineers, 8th Ed
FINANCIAL:
Located Within a Shopping Center 4may be separate legal parcels but with shared parking and Internal vehicle/
pedestrian connections to adjacent commercial parcels):
Bank/Savings and Loan See appropriate Shopping Center Rate
COMMERCIAURETAIL:
Super Regional Shopping Center 22/1,000 sf
(More than 600,000 SF; usually more than 60 acres;
with usually 3+ major stores)
and not biscted by a public arterial street
Regional Shopping Center
33/1,000 sf
(300,000 - 600,000 SF; usually 30 -60 acres;
w /usually 2+ major stores) and not bisected by a public arterial street
Community or Neighborhood Shopping Center 46/1,000 sf
(Less than'300,000 sf; less than 30 acres; wl usually
1 major store or grocery store and detached restaurant and detached
restaurant and/or drug store) and not bisected by a public arterial street
Commercial Shops:
RetaiVStdp Commercial (no major store) 26/1,000 sf
;�eF�di��.t'��#
Discount Store �
46/1,000 00 sf sf
Page 2 of 2
2/26/2010 9:1EDT1F UPDATE1Exhfbrt C -Fee Rates 2009 TraW Center Fee Reduction Update DRAFT
I
EASTERN DUBLIN TRAFFIC IMPACT FEE
Effective May 17, 2010
Residential (Within Transit Center)
High Density Dwelling (more than 25 units per acre) $3,429 /unit
Residential (Outside of Transit Center)
Low Density Dwelling (up to 6 units per acre) $8,410 /unit
Medium Density Dwelling (6.1 -14 units per acre) $8,410 /unit
Medium /High Density Dwelling (14.1 -25 units per acre) $5,887 /unit
High Density Dwelling (25.1 or more units per acre) $5,046 /unit
Second Units per Sec. 8.80 of the Municipal Code $5,046 /unit
Non - Residential
Development Other Than Residential $ 735 /trip
LAND USE ESTIMATED WEEKDAY VEHICLE
(Non - Residential) TRIP GENERATION RATE'
HOTEL /MOTEL OR OTHER LODGING: 10 /room
OFFICE:
Standard Commercial Office 20/1,000 sf
RECREATION:
Recreation Community Center
26/1,000 sf
Health Club
40/1,000 sf
Bowling Center
33/1,000 sf
Golf Course
8 /acre
Tennis Courts
33 /court
Theaters:
24/1,000 sf
Movie
220 /screen
Live
0.2 /seat
Video Arcade
96/1,000 sf
EDUCATION
Private Schools
1.5 /student
Daycare/ Pre - school
2.4 /student
HOSPITAL:
General
12 /bed
Convalescent /Nursing
3 /bed
Clinic
24/1,000 sf
CHURCH:
9/1,000 sf
INDUSTRIAL:
Industrial (with retail) 16/1,000 sf
Industrial (without retail) 8/1,000 sf
* Sources of information for Trip Generation Rates: Institute of Transportation Engineers (ITE)
and San Diego Association of Governments (SANDAG). These trip generation rates are based
on averages. Most retail uses are given a 35% pass -by reduction.
Land uses that are shaded will always pay at the individual trip rate as these uses tend to generate
destination trips. Commercial /retail and certain recreation uses will pay at the individual trip rate if
the site is a stand -alone land use; if the land use is part of a larger shopping center, the appropriate
shopping center trip rate will apply.
Page 1 of 2
10/17/2013 g:IEDTIF UPDATEIEzhibit C - Fee Rates 2009 Transit Center Fee Reduction Update DRAFT
EASTERN DUBLIN TRAFFIC IMPACT FEE
Effective May 17, 2010
ESTIMATED WEEKDAY VEHICLE
LAND USE TRIP GENERATION RATE
(Non- ResidentIC (WITH PASS -BY)
RESTAURANT:
Located Within a Shopping Center (may be separate legal parcels but with shared parking and internal vehicle/
pedestrian connections to adjacent commercial parcels):
Quality (leisure) See appropriate Shopping Center Rate
Sit-down, high turnover (usually chain other than fast food) See appropriate Shopping Center Rate
Bar/Tavern See appropriate Shopping Center Rate
Fast Food (w /o drive through) See appropriate Shoppin Center Rate
+'
Restaurant uses shall be as defined in the Trip Generation Manual, Institute of Transportation tngineers, tsm tai
Final determination shall be made by the Public Works Director.
AUTOMOTIVE:
FINANCIAL:
Located Within a Shopping Center (may be separate legal parcels but with shared parking and internal vehicle/
pedestrian connections to adjacent commercial parcels):
Bank/Savings and Loan See appropriate Shopping Center Rate
COMMERCIAL /RETAIL:
Super Regional Shopping Center 22/1,000 sf
(More than 600,000 SF; usually more than 60 acres;
with usually 3+ major stores)
and not biscted by a public arterial street
Regional Shopping Center 33/1,000 sf
(300,000 - 600,000 SF; usually 30 -60 acres;
w /usually 2+ major stores) and not bisected by a public arterial street
Community or Neighborhood Shopping Center 46/1,000 sf
(Less than 300,000 sf; less than 30 acres; w/ usually
1 major store or grocery store and detached restaurant and detached
restaurant and /or drug store) and not bisected by a public arterial street
Commercial Shops
Retail /Strip Commercial (no major store) 26/1,000 sf
Supermarket Stand_ Alone) 98/11,000 sf
� t ..�` (p INY
Discount Store 46/1,000 sf
Page 2 of 2
10/17/2013 g:IEDTIF UPDATEIExhibit C - Fee Rates 2009 Transit Center Fee Reduction Update DRAFT
Exhibit 1
Transportation Improvements and Triggers
The following additional conditions are hereby imposed pursuant to Paragraph 10.3 of
the Agreement.
Infrastructure Sequencing Program
Internal Subdivision Improvements
Right -of -way dedication and construction of public improvements internal to the Project
shall be completed in accordance with the Phasing Plan identified in the Dublin
Crossings Specific Plan and the requirements of section 10.4 of this Agreement and
shall be subject to the review and approval of the City Engineer. The City Engineer
shall identify all improvements necessary to serve and access the lots created with each
subdivision map. All rights -of -way and improvements, including new traffic signals,
identified by the City Engineer for construction within the boundaries of each phase of
the development shall be required with the subdivision map for that phase.
2. External Subdivision Improvements
Right -of -way dedication and construction of public improvements external to the Project
shall be done in accordance with the phases described below and the Dublin Crossings
Specific Plan. The following table identifies the external improvements and the phase in
which said improvements are to be constructed. More detailed information of each
external improvement is provided in the subsections following the table.
Improvement
Subsection
Construction
EIR
EIR Fair
Transportation
During
Mitigation
Share
Fee Credit
Phase
(Yes /No)
Contribution
Eligible
Yes /No
Yes /No
Arnold Road
a.
3
No
No
Yes
Widening
Arnold Road
b.
3
No
No
Yes
& Central
Parkway
Signal
Modifications
Arnold Road
c.
4
No
No
No
& G Street
Signal
Dublin Crossing Development Agreement I Exhibit
Dougherty
d.
1
Yes
Yes
Yes
Road &
(MM 3.12 -1)
Amador
Valley
Boulevard
Intersection
Dublin
e.
3
No
No
No
Boulevard
Auxiliary Lane
Dublin
f.
3
No
No
Yes
Boulevard &
Arnold Road
Intersection
Dublin
g.
1
No
No
No
Boulevard &
Demarcus
Boulevard
Intersection
Dublin
h.
2
Yes
Yes
Yes
Boulevard &
(MM 3.12 -4)
Iron Horse
Parkway
Intersection
Dublin
i.
5
Yes
Yes
Yes
Boulevard &
(MM 3.12 -5)
Hacienda
Drive
Intersection
Dublin
j.
5
Yes
Yes
Yes
Boulevard &
(MM 3.12 -6)
Tassajara
Road
Intersection
Scarlett Drive
k.
2 or Year
No
No
Yes
Extension/
2020,
Widening
whichever
between
comes first
Dougherty Rd
& southerly
boundary of
Phase 2 park
parcel
Dublin Crossing Development Agreement 4 Exhibit
Scarlett Drive
k.
3
No
No
Yes
Extension
between
southerly
boundary of
Phase 2 park
parcel and
Dublin Blvd
a. Arnold Road Widening
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 3, to (a) widen Arnold Road to four lanes
between Central Parkway and Dublin Boulevard and (b) dedicate land associated with
the improvements. Widening includes the realignment of the existing Arnold Road
drainage canal north of Central Parkway.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Arnold Road Widening in accordance with the
approved final design before the first subdivision map is recorded for Phase 3.
(iii) Transportation Fee Credits — The Developer shall be eligible for Transportation Fee
Credits for Arnold Road Widening.
b. Arnold Road & Central Parkway Signal Modifications
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 3, to (a) modify the existing signal, construct a
northbound left turn lane on Arnold Road, and construct pedestrian, streetscape, and
bicycle access improvements at the Arnold Road and Central Parkway intersection and
(b) dedicate land in conjunction with those improvements. Bicycle and Pedestrian
improvements shall include specific improvements to ensure safe and appropriate
connection between Class I and Class II bikeways in the vicinity of the intersection.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Arnold Road & Central Parkway Signal
modifications in accordance with the approved final design before the first subdivision
map is recorded for Phase 3.
(v) Transportation Fee Credits — The Developer shall be eligible for Transportation Fee
Credits for the portions of the Arnold Road & Central Parkway Signal modifications that
are included in the Eastern Dublin Traffic Impact Fee.
C. Arnold Road & G Street Signal
Dublin Crossing Development Agreement 3 Exhibit
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 4, to (a) install a traffic signal, construct a
southbound right turn lane on Arnold Road, construct a northbound left turn lane on
Arnold Road, and construct pedestrian, streetscape, and bicycle access improvements
at the Arnold Road and G Street intersection and (b) dedicate land in conjunction with
those improvements. The improvements shall include specific pedestrian and bicycle
improvements to ensure safe and appropriate connection between Class I and Class II
bikeways in the vicinity of the intersection.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Arnold Road & G Street Signal in accordance
with the approved final design before the first subdivision map is recorded for Phase 4.
(iii) Transportation Fee Credits — The Developer shall not be eligible for Transportation
Fee Credits for Arnold Road and G Street Traffic Signal.
d. Dougherty Road & Amador Valley Boulevard Intersection
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 1, to (a) either (1) install a second north bound
left turn lane on Dougherty Road at the Dougherty Road and Amador Valley Boulevard
Intersection or (2) pay its fair share thereof.
(ii) Timing - Developer shall make the fair share contribution to, complete
construction of, or shall agree to and provide bonds guaranteeing construction of the
required improvements at the Dougherty & Amador Valley Intersection in accordance
with the approved final design before the first subdivision map is recorded for Phase 1.
(iii) Transportation Fee Credits — The Developer shall be eligible for Transportation
Fee Credits for land acquisition and construction of the additional northbound left turn
lane at the Dougherty Road & Amador Valley Boulevard Intersection in excess of its fair
share obligation.
e. Dublin Boulevard Auxiliary Lane
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 3, to (a) construct a westbound right turn and
auxiliary lane on the Dublin Boulevard frontage of the Project and (b) dedicate land in
conjunction with those improvements.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Dublin Boulevard Auxiliary Lane in accordance
with the approved final design before the first subdivision map is recorded for Phase 3.
(iii) Transportation Fee Credits — The Developer shall not be eligible for Transportation
Fee Credits for the Dublin Boulevard Auxiliary Lane.
Dublin Crossing Development Agreement 4 Exhibit
f. Dublin Boulevard & Arnold Road Intersection
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 3, to (a) construct intersection improvements at
the Dublin Boulevard and Arnold Road intersection and (b) dedicate land in conjunction
with those improvements.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Dublin Boulevard & Arnold Road Intersection
improvements in accordance with the approved final design before the first subdivision
map is recorded for Phase 3.
(iii) Transportation Fee Credits — The Developer shall be eligible for Transportation Fee
Credits for the Dublin Boulevard & Arnold Road Intersection improvements.
g. Dublin Boulevard & Demarcus Boulevard Intersection
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 1, to (a) to construct pedestrian, and
streetscape improvements at the Dublin Boulevard and Demarcus Boulevard
intersection and modify signal to accommodate 4t" leg (B Street) at this intersection as
specified in the Specific Plan and the EIR and (b) dedicate land in conjunction with
those improvements. The improvements shall include specific bicycle and pedestrian
improvements to ensure safe and appropriate connection between Class I and Class II
bikeways in the vicinity of the intersection.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Dublin Boulevard & Demarcus Boulevard
Intersection improvements in accordance with the approved final design before the first
subdivision map is recorded for Phase 1.
(iii) Transportation Fee Credits — The Developer shall not be eligible for Transportation
Fee Credits for Dublin Boulevard & Demarcus Boulevard Intersection improvements.
h. Dublin Boulevard & Iron Horse Parkway Intersection
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 2, to mitigate the impact at the intersection of
Iron Horse Parkway and Dublin Boulevard as specified in the EIR. The mitigation would
require the removal of parking on the east side of Iron Horse Parkway, traffic signal
modifications, and changing the travel lane configuration and alignment to create: one
16 -foot wide southbound receiving lane on Iron Horse Parkway; two 10 -foot wide
northbound left turn lanes on Iron Horse Parkway; and one 14 -foot wide northbound
shared through -right turn lane. Other improvements include modifying the existing
traffic signal to add D Street to the intersection and constructing a westbound right turn
Dublin Crossing Development Agreement 5 Exhibit
lane on Dublin Boulevard at the Dublin Boulevard, Iron Horse Parkway /D Street
intersection.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Dublin Boulevard & Iron Horse Parkway
Intersection improvements in accordance with the approved final design before the first
subdivision map is recorded for Phase 2.
(iii) Transportation Fee Credits — The Developer shall be eligible for Transportation Fee
Credits for improvements along the south leg of Iron Horse Parkway as per the EIR
mitigation. All other required improvements at the Dublin Boulevard and Iron Horse
Parkway /D Street intersection will not be eligible for such credits.
L Dublin Boulevard & Hacienda Drive Intersection Improvements
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 5, to modify and restripe the Dublin Boulevard
and Hacienda Drive intersection as specified in the EIR.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Dublin Boulevard & Hacienda Drive Intersection
improvements in accordance with the approved final design before the first subdivision
map is recorded for Phase 5.
(iii) Transportation Fee Credits — The Developer shall be eligible for Transportation Fee
Credits for the Dublin Boulevard & Hacienda Drive Intersection improvements.
j. Dublin Boulevard & Tassajara Road Intersection Improvements
(i) Overview - The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 5, to construct, or pay its fair share of, a new
eastbound through and receiving lane on Dublin Boulevard at the Dublin Boulevard and
Tassajara Road Intersection.
(ii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Dublin Boulevard & Tassajara Road Intersection
in accordance with the approved final design before the first subdivision map is
recorded for Phase 5.
(iii) Transportation Fee Credits — The Developer shall be eligible for Transportation Fee
Credits for the Dublin Boulevard & Tassajara Road Intersection improvements.
k. Scarlett Drive Improvements
(i) Overview — The Developer agrees not to oppose conditions on tentative maps
that require it, in conjunction with Phase 2 or prior to the Year 2020, whichever occurs
Dublin Crossing Development Agreement 6 Exhibit
first, to : widen and extend Scarlett Drive and realign the existing Iron Horse Trail
between Dougherty Road and the southerly boundary of the Phase 2 park parcel as
shown in Figure 2 -4 of the Specific Plan; signalize the G Street and Scarlett Drive
intersection and /or the Houston Place and Scarlett Drive intersection as per Section
9.6.; and construct Pedestrian /Streetscape /Bicycle access improvements to Scarlett
Drive and G Street intersection and the Scarlett Drive and Houston Place intersection.
The Developer further agrees not to oppose conditions on tentative maps that require
it, in conjunction with Phase 3, to : extend Scarlett Drive and realign the existing Iron
Horse Trail between the southerly boundary of the Phase 2 park parcel as shown in
Figure 2 -4 of the Specific Plan and Dublin Boulevard.
(ii) Right -of -Way — The Developer agrees not to oppose conditions on tentative
maps that require it, in conjunction with Phase 2 or Phase 3 as outlined above in
subsection (i), to offer for dedication the right -of -way necessary to construct those
portions of the Scarlett Drive Improvements identified above. If any right -of -way, access
rights and other consents and approvals from other property owners is necessary to
complete and dedicate those portions of the Scarlett Drive Improvements outside of the
Project site limits ( "Necessary Rights of Way "), the Parties agree to comply with
Government Code section 66462.5. The Parties further agree that the agreement
contemplated by Government Code section 66462.5 will require Developer to use
diligent commercially reasonable efforts to obtain, at its cost, any Necessary Rights of
Way and, if those efforts are unsuccessful, require the Developer to pay all of the City's
costs of acquiring the Necessary Rights of Way, including, but not limited to, the costs
of appraisals and attorneys' fees.
(iii) Timing - Developer shall complete construction of or shall agree to and provide
bonds guaranteeing construction of the Scarlett Drive Improvements in accordance with
the approved final design before the first subdivision map is recorded for Phase 2 or
Phase 3, as outlined above in subsection (i).
(iv) Transportation Fee Credits - The Developer shall be eligible for Transportation Fee
Credits for the Scarlett Drive Improvements, except for improvements associated with
signalization of G Street and Scarlett Drive intersection and /or the Houston Place and
Scarlett Drive intersection as per Section 9.6 of this Agreement. 2186843.1
Dublin Crossing Development Agreement 7 Exhibit