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Home My WebLink About8.1 Att 3 Exh A-1 Amendment #1 to DA 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 AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND PROLOGIS, INC. (f/k/a AMB PROPERTY CORPORATION) (WEST DUBLIN TRANSIT VILLAGE) EXHIBIT A-1 TO ATTACHMENT 3 THIS AMENDMENT ("Amendment") is made and entered into on this _day of , 2014, by and between the City of Dublin, a Municipal Corporation (hereafter "City"), and Prologis, Inc. (f/k/a AMB Property Corporation), a Maryland corporation (hereafter "Developer"), pursuant to the authority of§§ 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. RECITALS 1. California Government Code §§ 65864 et seq. and Chapter 8.56 of the Dublin Municipal Code (hereafter "Development Agreement Statutes") authorize the City to enter into an agreement for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property. 2. Developer desires to develop and holds legal interest in certain real property consisting of approximately 9.07 acres of land, located in the City of Dublin, County of Alameda, State of California, which is more particularly described in Exhibit 1 attached hereto and incorporated herein by this reference, and which real property is hereafter called the "Project Site." 3. City and Developer entered into that certain "Development Agreement Between the City of Dublin and AMB Property Corporation" dated June 3, 2004 and recorded in the Official Records of Alameda County ("Official Records") on June 11, 2004 as document number 2004-261599 ("Agreement"). 4. In conjunction with the Agreement, Developer applied for, and City approved various land use entitlements for the development of the Project Site, including an amendment to the General Plan (City Council Resolution No. 228-00), an amendment to the West Dublin BART Specific Plan (City Council Resolution No. 227-00), PD District rezoning and related Stage 1 and Stage 2 development plans (City Council Ordinance No. 17- 04), Site Development Review (City Council Ordinance No. 66- 04), and a Vesting Parcel Map covering the Project Site (City Council Resolution No. 66-04) (collectively, "the Project Approvals"). 5. Effective as of June 3, 2011, AMB Property Corporation, the Developer under the Agreement, changed its name to "Prologis, Inc.". Prologis, Inc. is the current Developer Amendment No. 1 to Dublin/Prologis, Inc. Development Agreement Page 1 of 5 for West Dublin Transit Village and owner of the Project Site and, therefore, is subject to all rights and obligations of Developer under the Agreement. 6. Developer intends to submit applications to the City for land use entitlements required to build a proposed new development project on the Project Site consisting of both residential and office uses ("New Project"). 7. Developer and the City desire to amend the Agreement to include options for three six (6) month extensions of the Term for a total of eighteen (18) months. Developer has an option to extend the Term for two additional periods of six (6) months each (maximum twelve (12) month total), subject to certain terms and conditions. The City has the option, in its discretion, to extend the Term for an additional six (6) months beyond the total twelve month extension under Developer's option, subject to certain terms and conditions. 8. The Development Agreement Statutes and Article 8 of the Agreement authorize an amendment to the Agreement in accordance with certain conditions and procedures. 9. On , the Planning Commission adopted Resolution No. 14-XX recommending that the City Council adopt this Amendment. 10. On , 2014, the City Council of the City of Dublin adopted Ordinance No. approving this Amendment ("Ordinance"). The Ordinance took effect on , 2014. 11. In approving the Ordinance, the City Council found that the environmental impacts of this Amendment were addressed by the Mitigated Negative Declaration adopted by City Council Resolution No. 67-04 in conjunction with the approval of the Agreement and Project Approvals. Therefore, no further environmental review for the Amendment is required under the California Environmental Quality Act. NOW, THEREFORE, with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: AGREEMENT Amendment No. 1 to Dublin/Prologis, Inc. Development Agreement Page 2 of 5 for West Dublin Transit Village Section 1. Section 2.02 of the Agreement is amended to read in its entirety as follows: 4.2 Term. The term of this Agreement shall commence on the Effective Date and extend ten (10) years thereafter ("Term") unless otherwise terminated, extended, or modified by the terms of this Agreement. Developer has an option to extend the Term up to a maximum of twelve (12) months through two six (6) month extensions in accordance with the following provisions. The first six (6) month extension ("First Extension") shall be approved by City staff if the Developer has submitted a preliminary application and conceptual designs for land use entitlements for the New Project in accordance with the requirements of City staff on or before May 23, 2014. A second six (6) month extension commencing on the date of the expiration of the First Extension ("Second Extension") shall be approved by City staff upon satisfaction of the following conditions: (a) the determination by City staff, at least fifteen (15) business days prior to the expiration of the First Extension, that all required planning applications for land use entitlements for the New Project ("Land Use Entitlements") are complete and ready to be scheduled for the first public hearing ("Completeness Determination"); and (b) the payment by Developer of One Hundred Thousand Dollars ($100,000) to the City within eight (8) business days of the Completeness Determination. The City has an option to approve a third six (6) month extension commencing on the date of the expiration of the Second Extension ("Third Extension") upon satisfaction of the following conditions: (aa) the determination by City staff, at least fifteen (15) days prior to the expiration of the Second Extension, that the Developer is proceeding diligently and in good faith to obtain final approvals for the Land Use Entitlements so that, if approved by the City, the Land Use Entitlements will be in effect at least ten (10) business days prior to the expiration of the Third Extension ("Good Faith Determination"); and (bb) the payment by Developer of One Hundred Thousand Dollars ($100,000) to the City within eight (8) business days of the Good Faith Determination. All extensions to the Term under this Section must take effect before the Agreement expires and a document Amendment No. 1 to Dublin/Prologis, Inc. Development Agreement Page 3 of 5 for West Dublin Transit Village evidencing approval of an extension of the Term shall be prepared by City staff, signed by the parties, and recorded in the Official Records. Section 3. Effect of Amendment. Except as specifically amended or modified herein, the Agreement shall continue in full force and effect according to its terms. Section 4. Defined Terms. Defined terms have the same meaning in this Amendment as in the Agreement unless otherwise specifically defined, modified or amended in this Amendment. Section 5. Effective Date of Amendment. This Amendment shall become effective upon the date that the Ordinance becomes effective (the "Amendment Effective Date"). Section 6. Recordation. City shall record an executed copy of this Amendment in the Official Records within ten (10) days after the Amendment Effective Date. Section 7. Authorized Signatory. The City Manager is authorized to execute on behalf of the City this Amendment and any extensions of the Term approved under Section 1 of this Amendment. IN WITNESS WHEREOF this Amendment has been entered into by and between Developer and City as of the day and year first above written CITY OF DUBLIN: By: Date: Christopher L. Foss, City Manager ATTEST: By: Date: Caroline Soto, City Clerk APPROVED AS TO FORM: Amendment No. 1 to Dublin/Prologis, Inc. Development Agreement Page 4 of 5 for West Dublin Transit Village John Bakker, City Attorney PROLOGIS, INC. A Maryland Corporation By: Date: Mark Hansen Its: Senior Vice President (NOTARIZATION ATTACHED) Amendment No. 1 to Dublin/Prologis, Inc. Development Agreement Page 5 of 5 for West Dublin Transit Village Exhibit 1 Legal Description of Project Site 2251747.1 Amendment No. 1 to Dublin/Prologis, Inc. Development Agreement Page 6 of 5 for West Dublin Transit Village